FWP 1 file1.htm FREE WRITING PROSPECTUS

The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supercedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has been omitted from this free writing prospectus.

THE DATE OF THIS FREE WRITING PROSPECTUS IS JULY 16, 2007

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-142235) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 866-500-5408.

$3,771,672,000

(Approximate)

Merrill Lynch Mortgage Trust 2007-C1
Commercial Mortgage Pass-Through Certificates, Series 2007-C1

as Issuing Entity

Merrill Lynch Mortgage Investors, Inc.

as Depositor

Merrill Lynch Mortgage Lending, Inc.
General Electric Capital Corporation
LaSalle Bank National Association
Wells Fargo 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 offering prospectus. This offering prospectus relates to, and is accompanied by, our base prospectus dated May 10, 2007. Only the classes of commercial mortgage pass-through certificates listed in the table below are being offered by this offering prospectus 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 us, any sponsor or any of their respective affiliates. The assets of the issuing entity will consist primarily of a pool of 271 commercial, multifamily and manufactured housing community mortgage loans with an initial mortgage pool balance of approximately $4,077,484,261 and the other characteristics described in this offering prospectus. The MLMT 2007-C1 securitization transaction will also include five interest rate swap agreements relating to the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates, respectively.

Investing in the offered certificates involves risks. You should carefully review the factors described under ‘‘Risk Factors’’ beginning on page 39 of this offering prospectus 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 September 2007. The offered certificates will accrue interest from August 1, 2007. 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
(Fitch/S&P)		 Approximate
Initial Total
Principal
Balance		 Approximate Initial
Pass-Through
Rate		 Assumed Final
Distribution Date		 Rated Final
Distribution Date
Class A-1 AAA/AAA $ 57,141,000 % May 2012 July 2040
Class A-2 AAA/AAA $ [498,929,000] (1)  % July 2012 July 2040
Class A-3 AAA/AAA $ [452,217,000] (1)  % November 2016 July 2040
Class A-SB AAA/AAA $ 91,341,000 % April 2017 July 2040
Class A-4 AAA/AAA $ [457,880,000] (1)  % June 2017 July 2040
Class A-1A AAA/AAA $ 1,296,730,000 % June 2017 July 2040
Class AM AAA/AAA $ [407,749,000] (1)  % July 2017 July 2040
Class AJ AAA/AAA $ [336,392,000] (1)  % July 2017 July 2040
Class B AA/AA $ 86,647,000 % July 2017 July 2040
Class C AA−/AA− $ 40,775,000 % July 2017 July 2040
Class D A/A $ 45,871,000 % August 2017 July 2040
(footnotes to table begin on page 7)

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 offering prospectus or the accompanying base prospectus is adequate or accurate. Any representation to the contrary is a criminal offense.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are the underwriters of this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to the offered certificates. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. 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 August 7, 2007. We will identify in a final prospectus supplement relating to the offered certificates the amount of sale proceeds that we expect to receive from this offering before deducting expenses payable by us. Not every underwriter will have an obligation to buy offered certificates from us. See ‘‘Method of Distribution’’ in this offering prospectus.

Merrill Lynch & Co.

Goldman, Sachs & Co. Morgan Stanley 





                                TABLE OF CONTENTS

                               OFFERING PROSPECTUS

IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS
  OFFERING PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS.....................5
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS.........5
NOTICE TO RESIDENTS OF UNITED KINGDOM..........................................6
EUROPEAN ECONOMIC AREA.........................................................6
SUMMARY OF OFFERING PROSPECTUS.................................................7
    Overview of the Series 2007-C1 Certificates................................7
    Relevant Parties..........................................................12
    Relevant Dates and Periods................................................16
    Description of the Offered Certificates...................................18
    The Mortgage Loans and the Mortgaged Real Properties .....................29
Legal and Investment Considerations...........................................36
RISK FACTORS..................................................................39
    Risks Related to the Offered Certificates.................................39
    Risks Related to the Mortgage Loans.......................................45
    Mortgage Electronic Registration Systems (MERS)...........................72
CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS............................73
FORWARD-LOOKING STATEMENTS....................................................73
DESCRIPTION OF THE MORTGAGE POOL..............................................73
    General...................................................................73
    Source of the Mortgage Loans..............................................75
    Cross-Collateralized and Cross-Defaulted Mortgage Loans,
      Multi-Property Mortgage Loans and Mortgage Loans with
      Affiliated Borrowers.............................                       76
    Terms and Conditions of the Mortgage Loans.........                       77
    Prepayment Provisions as of the Cut-off Date.......                       80
    Collateral Substitution and Partial Releases Other
      Than In Connection With Defeasance......................................85
    Mortgage Pool Characteristics.............................................88
    Significant Mortgage Loans................................................88
    The Loan Combinations.....................................................89
    The DRA/Colonial Office Portfolio Loan Combination........................90
    Och-Ziff Retail Portfolio Loan Combination................................91
    The 1101 New York Avenue Loan Combination.................................92
    The 600 West Chicago Loan Combination.....................................92
    The Encanto-SLB Puerto Rico Loan Combination..............................93
    Lexus of Fremont Loan Combination.........................................97
    The Mezz Cap Loan Combinations...........................................100
    Additional Loan and Property Information.................................103
    Assessments of Property Condition........................................111
    Certain Legal Aspects of the Encanto-SLB Puerto
      Rico Trust Mortgage Loan...............................................116
    Assignment of the Mortgage Loans.........................................117
    Representations and Warranties...........................................119
    Repurchases and Substitutions............................................121
    Changes in Mortgage Pool Characteristics.................................123
TRANSACTION PARTICIPANTS.....................................................124
    The Issuing Entity.......................................................124
    The Depositor............................................................124
    The Sponsors.............................................................125
    The Master Servicers.....................................................135
    The Special Servicers....................................................142
    The Trustee..............................................................145
    The Certificate Administrator............................................145
    The Custodian............................................................146
    Significant Obligors.....................................................148
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS...............................................................148
SERVICING OF THE MORTGAGE LOANS..............................................148
    General..................................................................148
    Servicing and Other Compensation and Payment of Expenses.................150
    Trust Administration Compensation........................................158




    Sub-Servicers............................................................158
    The Controlling Class Representative and the Loan
      Combination Controlling Parties........................................159
    Replacement of the Special Servicer......................................165
    Beneficial Owners of the Controlling Class...............................166

    Enforcement of Due-on-Sale and Due-on-Encumbrance
      Provisions.............................................................166
    Modifications, Waivers, Amendments and Consents..........................167
    Required Appraisals......................................................170
    Collection Accounts......................................................171
    Realization Upon Defaulted Mortgage Loans................................175
    REO Properties...........................................................179
    Inspections; Collection of Operating Information.........................180
    Evidence as to Compliance................................................181
    Events of Default........................................................182
    Rights Upon Event of Default.............................................185
    Non-Trust Loan Securities................................................186
    Third-Party Beneficiaries................................................186
    Additional Matters Relating to the Trustee...............................186
    Servicing of the 600 West Chicago Loan Combination.......................187
DESCRIPTION OF THE OFFERED CERTIFICATES......................................189
    General..................................................................189
    Registration and Denominations...........................................191
    Distribution Account.....................................................191
    Floating Rate Account....................................................194
    Interest Reserve Account.................................................194
    Fees and Expenses........................................................196
    Calculation of Pass-Through Rates........................................201
    Payments.................................................................202
    Reductions to Certificate Principal Balances in
      Connection with Realized Losses and Additional
      Trust Fund Expenses....................................................214
    Advances of Delinquent Monthly Debt Service
      Payments and Reimbursement of Advances.................................217
    Reports to Certificateholders; Available
      Information ...........................................................220
    Voting Rights............................................................227
    Termination..............................................................227
YIELD AND MATURITY CONSIDERATIONS............................................228
    Yield Considerations.....................................................228
    CPR Model................................................................232
    Weighted Average Lives...................................................232
THE SWAP AGREEMENTS..........................................................237
USE OF PROCEEDS..............................................................238
FEDERAL INCOME TAX CONSEQUENCES..............................................238
    General..................................................................238
    Discount and Premium; Prepayment Consideration...........................239
    Characterization of Investments in Offered
      Certificates...........................................................240
ERISA CONSIDERATIONS.........................................................241
LEGAL INVESTMENT.............................................................244
METHOD OF DISTRIBUTION.......................................................245
LEGAL MATTERS................................................................247
RATINGS......................................................................247
GLOSSARY.....................................................................249

Annex A-1       --   Certain Characteristics of the Mortgage Loans
Annex A-1(YM)   --   Yield Maintenance Formulas
Annex A-2       --   Certain Statistical Information Regarding the
                     Mortgage Loans
Annex B         --   Certain Characteristics Regarding Multifamily Properties
Annex C         --   Preliminary Structural and Collateral Term Sheet (which
                     contains a description of the ten largest mortgage loans)
Annex D         --   Form of Certificate Administrator Report
Annex E         --   Class A-SB Planned Principal Balance Schedule
Annex F         --   Global Clearance, Settlement And Tax Documentation
                     Procedures




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

      The information in this offering prospectus may be amended and/or
supplemented prior to the time of sale. The information in this offering
prospectus supersedes any contrary information contained in any prior free
writing prospectus relating to the subject securities and will be superseded by
any contrary information contained in any subsequent free writing prospectus
prior to the time of sale. In addition, certain information regarding the
subject securities is not yet available and, accordingly, has been omitted from
this offering prospectus.

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

      o     this offering prospectus, 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 offering prospectus and the accompanying base
prospectus in full to obtain material information concerning the offered
certificates. When reading the accompanying base prospectus in conjunction with
this offering prospectus, references in the accompanying base prospectus to
"prospectus supplement" should be read as references to this offering
prospectus.

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

      This offering prospectus 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.

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

     IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

      Any legends, disclaimers or other notices that may appear in the text of,
at the bottom or top of, or attached to, an email communication to which this
material may have been attached, that are substantially similar to or in the
nature of the following are not applicable to these materials and should be
disregarded: (i) disclaimers regarding accuracy or completeness of the
information contained herein or restrictions as to reliance on the information
contained herein by investors; (ii) disclaimers of responsibility or liability;
(iii) statements requiring investors to read or acknowledge that they have read
or understand the registration statement or any disclaimers or legends; (iv)
language indicating that this communication is neither a prospectus nor an offer
to sell or a solicitation or an offer to buy; (v) statements that this
information is privileged, confidential or otherwise restricted as to use or
reliance; and (vi) legends that information contained in these materials will be
superseded or changed by the final prospectus, if the final prospectus is not
delivered until after the date of the contract for sale. Such legends,
disclaimers or other notices have been automatically generated as a result of
these materials having been sent via Bloomberg or another email system.


                                        5



                      NOTICE TO RESIDENTS OF UNITED KINGDOM

      Within the United Kingdom, this offering prospectus and the accompanying
base prospectus are directed only at persons who (i) have professional
experience in matters relating to investments or (ii) are persons falling within
Articles 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 "Relevant
U.K. Persons"). This offering prospectus and the accompanying base prospectus
must not be acted on or relied on within the United Kingdom by persons who are
not Relevant U.K. Persons. Within the United Kingdom, any investment or
investment activity to which this offering prospectus and the accompanying base
prospectus relate, including the offered certificates, is available only to
Relevant U.K. Persons and will be engaged in only with Relevant U.K. Persons.

                             EUROPEAN ECONOMIC AREA

      Each underwriter has agreed with us that it will abide by certain selling
restrictions with respect to offers of series certificates to the public in the
European Economic Area. See "Method of Distribution" in this offering
prospectus.


                                        6



                         SUMMARY OF OFFERING PROSPECTUS

      This summary contains selected information regarding the offering being
made by this offering prospectus. 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 offering prospectus and the accompanying base prospectus in full.

                   OVERVIEW OF THE SERIES 2007-C1 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-C1, 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.



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

Offered Certificates
A-1       AAA/AAA      30.000%    $    57,141,000        1.401%                          %              2.94       09/07-05/12
A-2       AAA/AAA      30.000%    $  [498,929,000](1)   12.236%                          %              4.84       05/12-07/12
A-3       AAA/AAA      30.000%    $  [452,217,000](1)   11.091%                          %              7.03       06/14-11/16
A-SB      AAA/AAA      30.000%    $    91,341,000        2.240%                          %              7.47       07/12-04/17
A-4       AAA/AAA      30.000%    $  [457,880,000](1)   11.229%                          %              9.81       04/17-06/17
A-1A      AAA/AAA      30.000%    $ 1,296,730,000       31.802%                          %              8.85       09/07-06/17
AM        AAA/AAA      20.000%    $  [407,749,000](1)   10.000%                          %              9.90       06/17-07/17
AJ        AAA/AAA      11.750%    $  [336,392,000](1)    8.250%                          %              9.93       07/17-07/17
B          AA/AA        9.625%    $    86,647,000        2.125%                          %              9.93       07/17-07/17
C         AA-/AA-       8.625%    $    40,775,000        1.000%                          %              9.93       07/17-07/17
D           A/A         7.500%    $    45,871,000        1.125%                          %              9.95       07/17-08/17
Certificates Not Offered
A-2FL      AAA/AAA     30.000%    $    [        ](1)   [      ]%(1)    Floating(2)   LIBOR+ %(2)        4.84       05/12-07/12
A-3FL      AAA/AAA     30.000%    $    [        ](1)   [      ]%(1)    Floating(2)   LIBOR+ %(2)        7.03       06/14-11/16
A-4FL      AAA/AAA     30.000%    $    [        ](1)   [      ]%(1)    Floating(2)   LIBOR+ %(2)        9.81       04/17-06/17
AM-FL      AAA/AAA     20.000%    $    [        ](1)   [      ]%(1)    Floating(2)   LIBOR+ %(2)        9.90       06/17-07/17
AJ-FL      AAA/AAA     11.750%    $    [        ](1)   [      ]%(1)    Floating(2)   LIBOR+ %(2)        9.93       07/17-07/17
E           A-/A-       6.375%    $    45,872,000        1.125%                          %             10.01       08/17-08/17
F         BBB+/BBB+     5.125%    $    50,969,000        1.250%                          %             10.01       08/17-08/17
G          BBB/BBB      4.125%    $    40,775,000        1.000%                          %             10.01       08/17-08/17
H         BBB-/BBB-     3.125%    $    40,774,000        1.000%                          %             10.01       08/17-08/17
J          BB+/BB+      2.750%    $    15,291,000        0.375%                          %             10.16       08/17-07/18
K           BB/BB       2.375%    $    15,291,000        0.375%                          %             10.93       07/18-07/18
L          BB-/BB-      2.125%    $    10,193,000        0.250%                          %             10.93       07/18-07/18
M           B+/B+       1.875%    $    10,194,000        0.250%                          %             10.93       07/18-07/18
N            B/B        1.625%    $    10,194,000        0.250%                          %             10.93       07/18-07/18
P           B-/B-       1.500%    $     5,096,000        0.125%                          %             10.93       07/18-07/18
Q           NR/NR       0.000%    $    61,163,260        1.500%                          %             11.36       07/18-07/19
X          AAA/AAA       N/A      $ 4,077,484,260         N/A          Variable          %              N/A            N/A


___________________
(1)   The principal allocations between each of the class A-2 and class A-2FL
      certificates, the class A-3 and class A-3FL certificates, the class A-4
      and class A-4FL certificates, the class AM and class AM-FL certificates,
      and the class AJ and class AJ-FL certificates, respectively, will be
      determined by market demand up to the amount indicated on the respective
      fixed rate class. The initial principal balances of each of these classes
      of certificates will be set forth in a final prospectus supplement
      relating to the offered certificates.

(2)   Under certain circumstances, the pass-through rate applicable to the class
      A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates may, in each such case,
      convert to any of : (i) a fixed rate, (ii) a rate equal to the lesser of
      (a) a fixed rate and (b) a weighted average of the adjusted net mortgage
      interest rates on the mortgage loans from time to time, or (iii) a rate
      equal to a weighted average of the adjusted net mortgage interest rates on
      the mortgage loans from time to time, which may be reduced by a specified
      percentage (or margin), which rates in the case of any of the class A-2FL,
      A-3FL, A-4FL, AM-FL and AJ-FL certificates, will be the pass-through rate
      of the corresponding REMIC regular interest.


                                        7



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

      o     The class A-1, A-2, A-2FL, A-3, 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
            offering prospectus 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. The total
            notional amount of the class X certificates will equal the total
            principal balance of the principal balance certificates.

      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-3, 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 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
            offering prospectus.

      o     The ratings shown in the table are those expected of Fitch, Inc. and
            Standard & Poor's Ratings Services, a division of The McGraw-Hill
            Companies, 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 July 2040. See
            "Ratings" in this offering prospectus.

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

      o     Each class of 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. See "Description of the Offered
            Certificates--Calculation of Pass-Through Rates" in this offering
            prospectus.

      o     Each class of 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 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 from time to time.

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


                                        8



      o     Each class of 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 from time to time. See "Description of the Offered
            Certificates--Calculation of Pass-Through Rates" in this offering
            prospectus.

      o     Each class of certificates identified in the table as having a
            "WAC-x%" 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 from time to time, minus x%. See
            "Description of the Offered Certificates--Calculation of
            Pass-Through Rates" in this offering prospectus.

      o     The Merrill Lynch Mortgage Trust (MLMT) 2007-C1 securitization
            transaction will include swap agreements that relate to each of the
            class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates. Each of
            these classes of certificates will represent, among other things,
            undivided interests in (a) a regular interest in a real estate
            mortgage investment conduit that has the same alphabetic or
            alphanumeric class designation as the subject class and (b) the
            rights and obligations under the related swap agreement. For so long
            as it is in effect, each swap agreement will provide, among other
            things, that fixed amounts payable by the issuing entity as interest
            with respect to the class A-2FL REMIC regular interest, the class
            A-3FL REMIC regular interest, the class A-4FL REMIC regular
            interest, the class AM-FL REMIC regular interest or the class AJ-FL
            REMIC regular interest, as applicable, will be exchanged for
            floating amounts payable as interest by the swap provider under the
            subject swap agreement, with regularly scheduled payments to be made
            between the issuing entity and the swap counterparty on a net basis.
            In accordance with each swap agreement, amounts payable as interest
            by the swap provider will be calculated at a LIBOR-based rate on a
            notional amount equal to the total principal balance of the subject
            class of certificates outstanding from time to time.

      o     The total principal balance of each of 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 will at
            all times equal the total principal balance of the corresponding
            REMIC regular interest.

      o     No class of offered certificates will have any beneficial interest
            in any swap agreement.

      o     The initial value of LIBOR will be calculated on the second LIBOR
            business day prior to the date of initial issuance of the offered
            certificates.

      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
            notional amount 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 from time to time, over

            2.    the pass-through rate from time to time on the class of
                  principal balance of certificates whose total principal
                  balance makes up the subject component (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
                  regular interest).


                                        9



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

      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 or a WAC-x% 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.    no mortgage loan is otherwise prepaid prior to maturity,

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

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

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

      o     The certificates will also include one or more classes of REMIC
            residual certificates and the class Z certificates, which are not
            presented in the table. The REMIC residual certificates and the
            class Z certificates do not have principal balances or notional
            amounts and do not accrue interest. The REMIC residual certificates
            and the class Z certificates are not offered by this offering
            prospectus.

      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, and

            4.    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,


                                       10



                  as that net mortgage interest rate for that mortgage loan, if
                  it accrues interest on the basis of the actual number of days
                  during each one-month accrual period in a year assumed to
                  consist of 360 days, may be adjusted in the manner described
                  in this offering prospectus 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 offering
prospectus, 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 offering prospectus.

      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 August 1, 2007. Except as
described under "--Relevant Parties--600 West Chicago Mortgagee, Master Servicer
and Special Servicer" below, 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, a certificate administrator, a custodian,
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.


                                       11



                                RELEVANT PARTIES

ISSUING ENTITY

      Merrill Lynch Mortgage Trust 2007-C1, 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 offering prospectus and "The Trust Fund--Issuing Entities" in the
accompanying base prospectus.

DEPOSITOR

      We are Merrill Lynch Mortgage Investors, Inc., the depositor of the series
2007-C1 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 and
Merrill Lynch Capital Services, Inc., the swap counterparty. See "Transaction
Participants--The Depositor" in this offering prospectus and "The Depositor" in
the accompanying base prospectus.

SPONSORS / MORTGAGE LOAN SELLERS

      Merrill Lynch Mortgage Lending, Inc., General Electric Capital
Corporation, LaSalle Bank National Association and Wells Fargo Bank, National
Association will be the sponsors with respect to the series 2007-C1
securitization transaction. Merrill Lynch Mortgage Lending, Inc. is our
affiliate and an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, which is one of the underwriters. LaSalle Bank National
Association will also act as the custodian for the promissory notes for the
mortgage loans and various other important loan documents with respect to the
mortgage loans. Wells Fargo Bank, National Association will also act as a master
servicer and as certificate administrator.

      We will acquire the mortgage loans that will back the certificates from
the sponsors, each of which originated or acquired from a third party the
mortgage loans to be transferred to the issuing entity. Accordingly, the
sponsors are also referred to as mortgage loan sellers in this offering
prospectus.

      The following table shows the number and aggregate cut-off date principal
balance of the mortgage loans that we expect will be sold to us by each sponsor
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       % OF INITIAL    % OF INITIAL   % OF INITIAL
                                               NUMBER OF        CUT-OFF DATE      MORTGAGE POOL   LOAN GROUP 1   LOAN GROUP 2
          MORTGAGE LOAN SELLER               MORTGAGE LOANS   PRINCIPAL BALANCE      BALANCE        BALANCE        BALANCE
-----------------------------------------    --------------   -----------------   -------------   ------------   ------------

1. Merrill Lynch Mortgage Lending, Inc.            56         $   1,787,991,742       43.9%           35.4%          61.9%
2. General Electric Capital Corporation            67               894,573,130       21.9%           17.8%          30.9%
3. LaSalle Bank National Association               89               739,356,375       18.1%           23.8%           6.0%
4. Wells Fargo Bank, National Association          59               655,563,014       16.1%           23.0%           1.2%
                                             --------------   -----------------   -------------   ------------   ------------
          TOTAL                                   271         $   4,077,484,261      100.0%          100.0%         100.0%
                                             ==============   =================   =============   ============   ============


      See "Transaction Participants--The Sponsors" in this offering prospectus
and "The Sponsor" in the accompanying base prospectus.

TRUSTEE

      U.S. Bank National Association, a national banking association with
corporate trust offices located in Boston, Massachusetts (among other
locations), will act as trustee of the assets of the issuing entity on behalf of


                                       12



all the certificateholders. The trustee will be primarily responsible for
back-up advancing. See "Transaction Participants--The Trustee" in this offering
prospectus".

CERTIFICATE ADMINISTRATOR

      Upon initial issuance of the certificates, Wells Fargo Bank, National
Association, a national banking association, whose principal offices are located
in Columbia, Maryland and whose office for certificate transfer services is
located in Minneapolis, Minnesota will act as certificate administrator. Wells
Fargo Bank, National Association is a sponsor and will also act as a master
servicer. The certificate administrator will be responsible for: (a)
distributing payments to certificateholders; and (b) delivering or otherwise
making available certain reports to certificateholders that provide various
details regarding the certificates and the mortgage loans. In addition, the
certificate administrator will have, or be responsible for appointing an agent
to perform, additional duties with respect to tax administration. See
"Transaction Participants--The Certificate Administrator" in this offering
prospectus.

CUSTODIAN

      Upon initial issuance of the certificates, LaSalle Bank National
Association, a national banking association, whose principal offices are located
in Chicago, Illinois will act as custodian. LaSalle Bank National Association is
also a sponsor. The custodian will be responsible for maintaining possession of
the promissory notes for the mortgage loans and various other important loan
documents. See "Transaction Participants--The Custodian" in this offering
prospectus.

MASTER SERVICERS

      Upon initial issuance of the certificates, KeyCorp Real Estate Capital
Markets, Inc., an Ohio corporation, and Wells Fargo Bank, National Association,
a national banking association, will act as the master servicers with respect to
the mortgage loans. KeyCorp Real Estate Capital Markets, Inc. will act as master
servicer with respect to the mortgage loans that we acquire from Merrill Lynch
Mortgage Lending, Inc. and LaSalle Bank National Association (except the 600
West Chicago trust mortgage loan) and transfer to the issuing entity. In
addition, KeyCorp Real Estate Capital Markets, Inc. will have certain master
servicing obligations with respect to the 600 West Chicago trust mortgage loan,
which as described under "--600 West Chicago Trust Mortgage Loan Mortgagee,
Master Servicer and Special Servicer" below, will be serviced under a separate
servicing agreement. Wells Fargo Bank, National Association will act as master
servicer with respect to the mortgage loans that we acquire from it (Wells Fargo
Bank, National Association) and General Electric Capital Corporation and
transfer to the issuing entity. Wells Fargo Bank, National Association will also
be a sponsor and one of the mortgage loan sellers, and will act as the
certificate administrator. Wells Fargo Bank, National Association is also acting
as trustee in connection with the CGCMT 2007-C6 commercial mortgage
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 Servicers" in this
offering prospectus.

SPECIAL SERVICER

      Upon initial issuance of the certificates, Centerline Servicing Inc., a
Delaware corporation, will act as special servicer to all the mortgage loans
other than the 600 West Chicago trust mortgage loan, and any related foreclosure
properties. The special servicer will be primarily responsible for making
decisions and 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


                                       13



that are acquired as part of the assets of the issuing entity. See "Transaction
Participants--The Master Servicers" and "--The Special Servicers" in this
offering prospectus. Centerline Servicing Inc. is an affiliate of Centerline
REIT Inc., the initial controlling class representative.

600 WEST CHICAGO TRUST MORTGAGE LOAN MORTGAGEE, MASTER SERVICER AND SPECIAL
SERVICER

      The mortgage loan (loan number 14) identified on Annex A-1 to this
offering prospectus as 600 West Chicago, which we sometimes refer to in this
offering prospectus as the 600 West Chicago trust mortgage loan, and which
represents approximately 1.6% of the initial mortgage pool balance and 2.3% of
the initial loan group 1 balance, is one of four (4) loans made to the same
borrower that are secured by the same mortgaged real property, which we refer to
as a loan combination. Those other loans, which we refer to in this offering
prospectus as pari passu non-trust loans, will not be included in the assets of
the issuing entity and are pari passu in right of payment and in other respects
to the 600 West Chicago trust mortgage loan.

      One of the 600 West Chicago pari passu non-trust loans is expected to be
deposited in the trust fund for a commercial mortgage securitization involving
the issuance of a separate series of commercial mortgage-backed securities
captioned Citigroup Commercial Mortgage Trust (CGCMT), Commercial Mortgage
Pass-Through Certificates, Series 2007-C6. Accordingly, and notwithstanding the
discussion under "--Relevant Parties--Master Servicers" and "--Relevant
Parties--Special Servicer" above, the 600 West Chicago trust mortgage loan will
be serviced and administered pursuant to the pooling and servicing agreement for
the CGCMT Series 2007-C6 transaction. The CGCMT Series 2007-C6 pooling and
servicing agreement is expected to provide for servicing arrangements that will
be similar in certain respects to, but will not be identical to, those under the
pooling and servicing agreement for our MLMT series 2007-C1 securitization. In
that regard--

      o     Wells Fargo Bank, National Association, in its capacity as the
            trustee under the CGCMT Series 2007-C6 pooling and servicing
            agreement, will be the mortgagee of record for the loans comprising
            the 600 West Chicago loan combination;

      o     Wachovia Bank, National Association, in its capacity as the
            applicable master servicer under the CGCMT Series 2007-C6 pooling
            and servicing agreement, will act as the master servicer for the 600
            West Chicago loan combination; and

      o     CWCapital Asset Management LLC, in its capacity as the special
            servicer under the CGCMT Series 2007-C6 pooling and servicing
            agreement, will act as the special servicer of the 600 West Chicago
            loan combination.

      Notwithstanding the foregoing, references in this offering prospectus to
the "trustee," the "master servicer" or the "special servicer" mean, unless
indicated otherwise, the parties acting in those capacities under the pooling
and servicing agreement for our MLMT series 2007-C1 certificates.

SIGNIFICANT OBLIGORS

      The mortgage loans identified on Annex A-1 to this offering prospectus as
Empirian Multifamily Portfolio Pool 1 and Empirian Multifamily Portfolio Pool 3
collectively represent more than 10% of the initial mortgage pool balance. The
related borrowers, which are affiliated, will be considered significant
obligors. See the portions of Annex C captioned "Ten Largest Mortgage
Loans--Empirian Multifamily Portfolio Pool 1" and "--Empirian Multifamily
Portfolio Pool 3".

NON-TRUST LOAN NOTEHOLDERS

      Nine (9) mortgage loans that we intend to transfer to the issuing entity
(i.e., the mortgage loans secured by the mortgaged real properties identified on
Annex A-1 to this offering prospectus as DRA/Colonial Office


                                       14



Portfolio, Och-Ziff Retail Portfolio, 1101 New York Avenue, 600 West Chicago,
Encanto-SLB Puerto Rico, Lexus of Freemont, Stone Ridge Apartments, Fairfield
Inn Potomac Mills and Toledo Hilton, respectively), representing 15.5% of the
initial mortgage pool balance, are each part of a loan combination, as described
under "Description of the Mortgage Pool--The Loan Combinations" in this offering
prospectus. A loan combination consists of two (2) or more cross-defaulted
mortgage loans that are obligations of the same borrower(s) and secured by the
same mortgage instrument(s) encumbering the same mortgaged real property or
group of mortgaged real properties. However, not all of the mortgage loans
comprising any particular loan combination will be transferred to the issuing
entity. Any mortgage loan that is part of a loan combination, but is not an
asset of the issuing entity, is sometimes referred to in this offering
prospectus as a non-trust loan. Pursuant to one or more co-lender or similar
agreements with respect to each of the foregoing loan combinations, the holder
of a particular non-trust loan in the subject loan combination (acting
together), may be granted various rights and powers with respect to the subject
loan combination. In some cases, those rights and powers may be assignable or
may be exercised through a representative or designee. See "Description of the
Mortgage Pool--The Loan Combinations" and "The Servicing of the Mortgage
Loans--The Controlling Class Representative and the Loan Combination Controlling
Parties" in this offering prospectus for a more detailed description of certain
of the foregoing rights of the respective non-trust loan noteholders and/or
their representatives and designees.

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 generally 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 offering prospectus, to:

      o     replace the special servicer under the pooling and servicing
            agreement for our MLMT series 2007-C1 certificates (but not the
            CGCMT Series 2007-C6 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.

      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.

      Notwithstanding the foregoing:

      o     in the case of the Och-Ziff Retail Portfolio loan combination and,
            until certain change of control trigger events occur, the
            Encanto-SLB Puerto Rico loan combination, the related non-trust loan
            noteholder will have the right, directly or through a
            representative, to replace the special servicer, and direct and
            advise the special servicer on various servicing matters, in each
            case solely with respect to the subject loan combination; and

      o     in the case of each of the Lexus of Freemont, Stone Ridge
            Apartments, Fairfield Inn, Potomac Mills and Toledo Hilton loan
            combinations, the related non-trust loan noteholder will have
            certain consent rights with respect to loan modifications of the
            subject loan combination.

      In addition, as indicated under "--Relevant Parties--600 West Chicago
Trust Mortgage Loan Mortgagee, Master Servicer and Special Servicer" above, one
of the 600 West Chicago non-trust loans was securitized in the CGCMT Series
2007-C6 transaction. The controlling class representative of the CGCMT Series
2007-C6 securitization will have the right, subject to certain conditions set
forth in the related intercreditor agreement, to advise and direct the
applicable CGCMT Series 2007-C6 master servicer and/or the CGCMT Series 2007-C6
special servicer with respect to various servicing matters or mortgage loan
modifications affecting the 600 West


                                       15



Chicago loan combination. The controlling class of certificateholders for our
MLMT series 2007-C1 certificates will not have any rights to direct the
servicing and/or administration of the 600 West Chicago loan combination,
although that class of certificateholders will be entitled to consult with the
controlling class representative of the CGCMT Series 2007-C6 securitization.

      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" and "--Servicing of the 600 West Chicago
Loan Combination" in this offering prospectus.

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.

                           RELEVANT DATES AND PERIODS

CUT-OFF DATE

      References in this offering prospectus 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 August 2007 or,
with respect to any mortgage loan that has its first due date after August 2007,
the later of August 1, 2007 or its date of origination. 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 August 7, 2007.

DETERMINATION DATE

      With respect to any given month, the eighth day of that calendar month or,
if such eighth day is not a business day, the next following business day.

DISTRIBUTION DATE

      Payments on the offered certificates are scheduled to occur monthly,
commencing in September 2007. During any given month, the distribution date will
be the fourth business day following the determination date in that month.

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.


                                       16



RATED FINAL DISTRIBUTION DATE

      The rated final distribution date for each class of the offered
certificates with principal balances is the distribution date in July 2040.

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
anticipated repayment date.

                                          MONTH AND YEAR OF
                   CLASS           ASSUMED FINAL DISTRIBUTION DATE
            --------------------   -------------------------------
                    A-1                       May 2012
                    A-2                       July 2012
                    A-3                     November 2016
                    A-SB                     April 2017
                    A-4                       June 2017
                    A-1A                      June 2017
                     AM                       July 2017
                     AJ                       July 2017
                     B                        July 2017
                     C                        July 2017
                     D                       August 2017

      See the maturity assumptions described under "Yield and Maturity
Considerations" in this offering prospectus 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 collection period for
each of those mortgage loans may not end on the determination date in the month
of that distribution date.


                                       17



      With respect to any distribution date, references in this offering
prospectus 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 offered certificates 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 the offered certificates
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 the certificates with an
approximate total principal balance at initial issuance equal to $4,077,484,260.
The classes offered by this offering prospectus 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 offering prospectus 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-3, A-SB, A-4 and A-1A certificates, the class A-2FL certificates (through the
class A-2FL REMIC regular interest), the class A-3FL certificates (through the
class A-3FL REMIC regular interest) and the class A-4FL certificates (through
the class A-4FL REMIC regular interest), 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 219 mortgage loans, with an initial loan group 1 balance of
$2,780,753,519 and representing approximately 68.2% 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 52 mortgage
loans, with an initial loan group 2 balance of $1,296,730,742 and representing
approximately 31.8% of the initial mortgage pool balance, that are secured by
multifamily and manufactured housing community properties. Annex A-1 to this
offering prospectus 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 certificate administrator 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
regular interest, and in the


                                       18



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

              PAYMENT ORDER                   CLASS
            -----------------   ----------------------------------
                    1           A-1, A-2, A-2FL, A-3, 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-3,
A-SB and A-4 certificates, the class A-2FL REMIC regular interest, the class
A-3FL REMIC regular interest and the class A-4FL REMIC regular interest 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-3, A-SB, A-4, A-1A and/or X
certificates, the class A-2FL REMIC regular interest, the class A-3FL REMIC
regular interest and/or the class A-4FL REMIC regular interest, then the funds
available for distribution will be allocated among all these classes and REMIC
regular interests 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-3, A-SB,
A-4 and A-1A certificates, the class A-2FL certificates (through the class A-2FL
REMIC regular interest), the class A-3FL certificates (through the class A-3FL
REMIC regular interest) and the class A-4FL certificates (through the class
A-4FL REMIC regular interest) also takes into account loan groups and is
described under "--Payments--Payments of Principal" below. The class X
certificates do not have principal balances and do not entitle their holders to
payments of principal. See "Description of the Offered
Certificates--Payments--Priority of Payments" in this offering prospectus.

      The relative payment priority of each class of the class A-2FL, A-3FL,
A-4FL, AM-FL and AJ-FL certificates is based solely on the priority of payments
of interest and principal with respect to the corresponding REMIC regular
interest out of collections and advances on the mortgage loans. No class of
certificates will provide any credit support to the class A-2FL, A-3FL, A-4FL,
AM-FL or AJ-FL certificates for a failure by the related swap counterparty to
make any payment under the related swap agreement.

      Payments of interest made on or with respect to each of the class A-2FL
REMIC regular interest, the class A-3FL REMIC regular interest, the class A-4FL
REMIC regular interest, the class AM-FL REMIC regular


                                       19



interest and the class AJ-FL REMIC regular interest will be applied to make
payments to the swap counterparty and/or the holders of the corresponding class
of floating rate certificates (i.e. the class A-2FL, A-3FL, A-4FL, AM-FL and
AJ-FL certificates, as applicable). Payments of principal made on or with
respect to each of the class A-2FL REMIC regular interest, the class A-3FL REMIC
regular interest, the class A-4FL REMIC regular interest, the class AM-FL REMIC
regular interest and the class AJ-FL REMIC regular interest will be applied to
make payments to the holders of the corresponding class of floating rate
certificates.

      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 offering prospectus.

B. PAYMENTS OF INTEREST

      Each class of certificates (other than the class Z certificates and the
REMIC residual certificates), the class A-2FL REMIC regular interest, the class
A-3FL REMIC regular interest, the class A-4FL REMIC regular interest, the class
AM-FL REMIC regular interest and the class AJ-FL REMIC regular interest will
bear interest. With respect to each such interest-bearing class of certificates
and REMIC regular interest that interests will accrue during each interest
accrual period based upon--

      o     the pass-through rate applicable for the particular class of
            certificates or REMIC 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 or REMIC 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 A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
            classes, for so long as the related swap agreement is in effect and
            there is no continuing event of 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 offering prospectus, these shortfalls may be allocated (in the
case of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates, through the
corresponding REMIC regular interests) 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).

      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) 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.

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


                                       20



C. PAYMENTS OF PRINCIPAL

      The class X and Z certificates and the REMIC residual 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
certificate administrator will be required to make payments of principal in a
specified sequential order (in the case of the A-2FL, A-3FL, A-4FL, AM-FL and
AJ-FL certificates, through the corresponding REMIC 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 is reduced to zero;

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

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

            (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 and class A-2FL
                  certificates, on a pro rata basis by principal balance, until
                  the total principal balance of such certificates is reduced to
                  zero, third, the holders of the class A-3 and A-3FL
                  certificates, on a pro rata basis by principal balance, until
                  the total principal balance of such certificates 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, and fifth, the holders of the class A-4 and
                  A-4FL certificates, on a pro rata basis by principal balance,
                  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 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
                  offering prospectus before any payments of principal are made
                  with respect to the class A-1, A-2, A-2FL, A-3 and/or A-3FL
                  certificates, and

            (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-2FL, A-3,
                  A-3FL, A-SB, A-4 and A-4FL certificates has been reduced to
                  zero, the funds allocated to principal with respect to
                  mortgage loans in loan group 1.

      In the case of each class of floating rate certificates (i.e. the class
A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates, respectively), any payments
of principal will first be made with respect to the corresponding REMIC regular
interest, after which corresponding payments of principal will be made to the
holders of such class of certificates. The total principal balance of each of
the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates will equal the total
principal balance of the corresponding REMIC regular interest.


                                       21



      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 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 (in the
case of a class of floating rate certificates, through the corresponding REMIC
regular interest) 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 (in the case of a
class of floating rate certificates, through the corresponding REMIC regular
interest) 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-3, A-SB, A-4 or A-1A certificates, the class A-2FL
certificates (through the class A-2FL REMIC regular interest), the class A-3FL
certificates (through the class A-3FL REMIC regular interest) or the class A-4FL
certificates (through the class A-4FL REMIC 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 offering prospectus.


                                       22



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-3, A-3FL, A-SB, A-4, A-4FL and A-1A certificates, or any two or more of those
classes (with the class A-2 and A-2FL certificates, the class A-3 and A-3FL
certificates and the class A-4 and A-4FL certificates, in the case of each such
pair, being considered a single class), remain outstanding. See "--Description
of the Offered Certificates--Allocation of Losses on the Mortgage Loans and
Other Unanticipated Expenses" below. Under those circumstances, and in any event
on the final distribution date, any payments of principal will be distributed to
the holders of the outstanding class A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-4,
A-4FL and A-1A certificates (in the case of each of the A-2FL, A-3FL and A-4FL
classes, through the corresponding REMIC regular interest), 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 certificate administrator will pay that amount
in the proportions described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this offering prospectus, to--

      o     the holders of any of the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB,
            A-4, A-4FL, A-1A, AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G and/or H
            certificates that are then entitled to receive (in the case of the
            holders of the class A-2FL, A-3FL, A-4FL, AM-FL and/or AJ-FL
            certificates, through the corresponding REMIC regular interest)
            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,

provided that payments of prepayment premiums and yield maintenance charges to
holders of certificates of each of the A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
classes will be based on the portion of those items allocable to the
corresponding REMIC regular interest; and provided, further, that, for so long
as a swap agreement is in effect with respect to the class A-2FL, A-3FL, A-4FL,
AM-FL or AJ-FL certificates, as the case may be, and there is no continuing
event of default thereunder, all prepayment premiums and yield maintenance
charges allocable to the corresponding REMIC regular interest will be payable to
the related swap counterparty.

      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.

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

F. FEES AND EXPENSES

      The amounts available for distribution on the certificates on any
distribution date will generally be reduced by the fees and expenses described
below.


                                       23



      Master Servicers. The master servicers will earn a master servicing fee
with respect to each and every mortgage loan (including, in the case of KeyCorp
Real Estate Capital Markets, Inc., the 600 West Chicago trust mortgage loan)
held by the issuing entity that it is responsible for servicing, including each
specially serviced mortgage loan, if any, and each mortgage loan that it is
responsible for servicing, 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, on a loan-by-loan
basis, 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.

      Special Servicer. The special servicer will earn a special servicing fee
with respect to each mortgage loan (other than the 600 West Chicago trust
mortgage loan) that is 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 with respect to any specially serviced mortgage loan and each mortgage
loan as to which the corresponding mortgaged real property has been acquired by
the issuing entity through foreclosure, deed-in-lieu of foreclosure or otherwise
following a default; and (c) to the extent not offset by amounts otherwise
payable on a more junior non-trust loan in the case of a trust mortgage loan
that is part of a senior/subordinated loan combination, be payable monthly from
general collections on the mortgage pool.

      The special servicer will, in general, be entitled to receive a workout
fee with respect to each specially serviced mortgage loan that it successfully
works out. The workout fee will be payable (to the extent not offset by amounts
otherwise payable on a more junior non-trust loan in the case of a trust
mortgage loan that is part of a senior/subordinated loan combination) 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.

      Subject to the exceptions described under "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses--Principal
Special Servicing Compensation" and "--The Principal Recovery Fee" in this
offering prospectus, the special servicer will, in general, 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--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 (to the extent not offset by amounts otherwise payable on a more
junior non-trust loan in the case of a trust mortgage loan that is part of a
senior/subordinated loan combination) from, and will be calculated by
application of a principal recovery fee rate of 1.0% to, the related payment or
proceeds.

      Trustee, Certificate Administrator and Custodian. The trustee, certificate
administrator and custodian will collectively earn a trust administration fee,
which for any distribution date, will equal one month's interest at 0.0005% 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.


                                       24



      Other Fees and Expenses. The master servicers, the special servicer, the
trustee, the certificate administrator and the custodian will be entitled to
certain other additional compensation and the reimbursement of expenses.

      CGCMT Series 2007-C6 Fees and Expenses. The applicable master servicer,
the special servicer and the trustee under the CGCMT Series 2007-C6 pooling and
servicing agreement are each entitled to receive payments of their fees and
reimbursements of their expenses as provided in the CGCMT Series 2007-C6 pooling
and servicing agreement. Certain fees and expenses payable to the applicable
master servicer, the special servicer and the trustee under the CGCMT Series
2007-C6 pooling and servicing agreement will be payable first out of collections
on the 600 West Chicago loan combination and then out of general collections on
the other loans included in the CGCMT Series 2007-C6 securitization trust, out
of general collections on the loans included in the asset pool for any other
securitization trust into which a non-trust loan that is part of the 600 West
Chicago loan combination has been deposited and out of general collections on
the mortgage loans included in the assets of the issuing entity for our MLMT
series 2007-C1 certificates for each securitization trust's pro rata share of
fees, costs and expenses related to the servicing of the 600 West Chicago loan
combination.

      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 offering prospectus.

G. PAYMENTS OF ADDITIONAL INTEREST

      On each distribution date, 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. See "Description
of the Offered Certificates--Payments--Payments of Additional Interest" in this
offering prospectus.

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 principal recovery 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 regular interest; in the case
of the reference to "A-3FL" below, the class A-3FL REMIC regular interest; in
the case of the reference to "A-4FL" below, the class A-4FL REMIC regular
interest; in the


                                       25



case of the reference to "AM-FL" below, the class AM-FL REMIC regular interest;
and in the case of the reference to "AJ-FL" below, the class AJ-FL REMIC 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 and AJ-FL
                      16                 AM and AM-FL
                      17          A-1, A-2, A-2FL, A-3, 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-3,
A-SB, A-4 and A-1A certificates, the class A-2FL REMIC regular interest, the
class A-3FL REMIC regular interest and the class A-4FL REMIC regular interest
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.

      Although losses on the mortgage loans, extraordinary expenses and
available funds shortfalls will not be directly allocated to the class A-2FL,
A-3FL, A-4FL, AM-FL and/or AJ-FL certificates, such losses and shortfalls may be
allocated to the corresponding REMIC regular interest, in reduction of the total
principal balance thereof, and the amount of its interest entitlement,
respectively. Any decrease in the total principal balance of the class A-2FL,
A-3FL, A-4FL, AM-FL or AJ-FL REMIC regular interest will result in a
corresponding decrease in the total principal balance of the class A-2FL, A-3FL,
A-4FL, AM-FL or AJ-FL certificates, as applicable, and any interest shortfalls
suffered by any of the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL REMIC regular
interest (in any case for whatever reason) will reduce the amount of interest
distributed on the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL certificates, as
applicable.

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

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
by that master servicer (which, in the case of KeyCorp Real Estate Capital
Markets, Inc., includes the 600 West Chicago trust mortgage loan) 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 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 offering prospectus, 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
offering prospectus.


                                       26



      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 nonrecoverability 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 describe
in the glossary to, this offering prospectus occur or exist with respect to any
mortgage loan or the mortgaged real property for that mortgage loan (excluding
the 600 West Chicago trust 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 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 non-trust loan. 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 the Encanto-SLB Puerto Rico, Lexus of Freemont, Stone Ridge Apartments,
Fairfield Inn, Potomac Mills and Toledo Hilton loan combinations will be
allocated, first to the related junior non-trust loan (up to the amount of the
outstanding principal balance of that non-trust loan), and then to the related
mortgage loan held by the issuing entity. Any resulting appraisal reduction
amount with respect to any of the DRA/Colonial Office Portfolio, Och-Ziff Retail
Portfolio and 1101 New York Avenue loan combinations will be allocated among all
the mortgage loans in the subject loan combination on a pro rata basis by
principal balance. 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.

      In the case of the 600 West Chicago trust mortgage loan, if adverse events
or circumstances similar to those referred to above occur or exist with respect
to the 600 West Chicago loan combination, the CGCMT Series


                                       27



2007-C6 special servicer will be similarly required to obtain a new appraisal
and determine, in a manner similar to the foregoing discussion, whether an
appraisal reduction amount exists with respect to the 600 West Chicago loan
combination, which would be treated as a single mortgage loan for those
purposes, taking into account the 600 West Chicago pari passu non-trust loans.
Any resulting appraisal reduction amount with respect to the 600 West Chicago
loan combination will be allocated to the 600 West Chicago trust mortgage loan
and the 600 West Chicago pari passu non-trust loans, on a pro rata basis by
principal balance. The interest portion of any advance in respect of a
delinquent debt service payment with respect to the 600 West Chicago trust
mortgage loan will be reduced as a result of an appraisal reduction amount
determined by the applicable CGCMT Series 2007-C6 master servicer as allocable
to that 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 offering prospectus. See also
"Description of the Governing Documents--Advances" in the accompanying base
prospectus.

REPORTS TO CERTIFICATEHOLDERS

      On each distribution date, the certificate administrator will make
available on its internet website, initially located at www.ctslink.com, or
provide on request, to the registered holders of the offered certificates, a
monthly report substantially in the form of Annex D to this offering prospectus.
The certificate administrator's report 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 certificate administrator's website or, upon
reasonable prior notice, at the certificate administrator'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 offering prospectus.

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.

      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, including the class X certificates (but excluding the class Z
certificates and the REMIC residual 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 Z certificates and the REMIC residual 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
offering prospectus.


                                       28



              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 offering prospectus:

      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-1(YM)--Yield Maintenance Formulas;

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

      o     Annex B--Certain Characteristics Regarding Multi-family Properties;
            and

      o     Annex C--Preliminary Structural and Collateral Term Sheet (which
            contains a description of the ten largest mortgage loans).

      When reviewing the information that we have included in this offering
prospectus 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;

      o     unless specifically indicated otherwise (for example, with respect
            to loan-to-value and debt service coverage ratios and cut-off date
            balances per unit of mortgaged real property of the mortgage loans
            that are part of loan combinations that contain pari passu non-trust
            loans, in which case, the related pari passu non-trust loans are
            taken into account), statistical information presented in this
            offering prospectus with respect to any mortgage loan held by the
            issuing entity that is part of a loan combination excludes the
            related non-trust loan(s), which is not held by 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; and


                                       29



      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 offering prospectus.

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 assets of 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 offering prospectus; and

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

      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
offering prospectus, then the affected mortgage loan will be subject to
repurchase or substitution as described under "Description of the Mortgage
Pool--Repurchases and Substitutions" in this offering prospectus.

      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
offering prospectus.

      The 600 West Chicago trust mortgage loan is also subject to a fair value
purchase option on the part of the holders of the certificates comprising the
controlling class.

      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 offering
prospectus.

PAYMENT AND OTHER TERMS

      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.


                                       30



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

A. Partial Interest-Only Balloon Loans.

      Eighty-nine (89) of the mortgage loans, representing approximately 36.2%
of the initial mortgage pool balance (71 mortgage loans in loan group 1,
representing approximately 23.7% of the initial loan group 1 balance, and 18
mortgage loans in loan group 2, representing approximately 63.2% 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.

B. Interest-Only Balloon Loans.

      Seventy-three (73) of the mortgage loans, representing approximately 47.6%
of the initial mortgage pool balance (52 mortgage loans in loan group 1,
representing approximately 53.9% of the initial loan group 1 balance, and 21
mortgage loans in loan group 2, representing approximately 34.0% 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.

C. Amortizing Balloon Loans.

      One hundred two (102) of the mortgage loans, representing approximately
12.2% of the initial mortgage pool balance (89 mortgage loans in loan group 1,
representing approximately 16.6% of the initial loan group 1 balance, and (13
mortgage loans in loan group 2, representing approximately 2.8% of the initial
loan group 2 balance), provide for:

      o     no interest-only period;

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


                                       31



D. ARD Loans.

      Seven (7) of the mortgage loans, representing approximately 4.0% of the
initial mortgage pool balance and approximately 5.8% of the initial loan group 1
balance, which is commonly referred to as a hyper-amortization loan or ARD loan,
provides for material changes to its 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 this ARD loan. There can be no assurance,
however, that these incentives will result in this mortgage loan being paid in
full on or before its anticipated repayment date. The changes to the loan terms,
which 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.

LOAN COMBINATIONS

      Nine (9) mortgage loans are, in each case, part of a loan combination
comprised of two 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 loan(s) in a 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, the mortgage loan(s) that will not be transferred to the issuing
entity is subordinate or pari passu (as indicated in the table below) in right
of payment with the mortgage loan in the same loan combination that has been
transferred to the issuing entity, to the extent set forth in the related
co-lender or intercreditor agreement. All of the mortgage loans comprising a
given loan combination are cross-defaulted with each other.

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



                                                                        CUT-OFF DATE
                                                                    PRINCIPAL BALANCE OF       CUT-OFF DATE
 MORTGAGED REAL PROPERTY NAME                        % OF INITIAL         RELATED          PRINCIPAL BALANCE OF
(AS IDENTIFIED ON ANNEX A-1 TO     CUT-OFF DATE        MORTGAGE          PARI PASSU           RELATED B-NOTE
  THIS OFFERING PROSPECTUS)      PRINCIPAL BALANCE   POOL BALANCE    NON-TRUST LOAN(S)      NON-TRUST LOAN(S)
------------------------------   -----------------   ------------   --------------------   --------------------

DRA/Colonial Office Portfolio    $  247,302,419          6.1%        $   494,604,837(1)            NAP
Och-Ziff Retail Portfolio        $  140,000,000(3)       3.4%        $   144,000,000(2)            NAP
1101 New York Avenue             $  112,500,000          2.8%        $   112,500,000               NAP
600 West Chicago                 $   64,750,000          1.6%        $   200,250,000               NAP
Encanto-SLB Puerto Rico          $   18,265,767          0.4%                                  $  6,700,000
Lexus of Fremont                 $   14,988,473          0.4%                                  $  3,000,000
Stone Ridge Apartments           $   14,000,000          0.3%                                  $    930,000
Fairfield Inn Potomac Mills      $    9,440,000          0.2%                                  $    590,000
Toledo Hilton                    $    9,300,000          0.2%                                  $    600,000


______________________
(1)   Assumes a future advance of up to $153,684,437 will be fully disbursed by
      the cut-off date. See portion of Annex C titled "Ten Largest Mortgage
      Loans--DRA/Colonial Office Portfolio."

(2)   Assumes a future advance of $49,081,690 will be disbursed to the related
      borrower by July 25, 2007.

(3)   Assumes a future advance of $47,718,310 will be disbursed to the related
      borrower by July 25, 2007. See portion of Annex C titled "Ten Largest
      Mortgage Loans--Och-Ziff Retail Portfolio."


                                       32



      See "Description of the Mortgage Pool--The Loan Combinations" in this
offering prospectus for a 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 offering prospectus.

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 PROVISIONS

      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.

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

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                           $4,077,484,261   $2,780,753,519   $1,296,730,742
Number of mortgage loans                                                      271              219               52
Number of mortgaged real properties                                           548              325              223
Percentage of investment grade, shadow rated loans (1)                       0.4%             0.7%             0.0%
Average cut-off date principal balance                                $15,046,067      $12,697,505      $24,937,130
Largest cut-off date principal balance                               $384,750,000     $280,000,000     $384,750,000
Smallest cut-off date principal balance                                  $584,074         $584,074         $960,000
Weighted average mortgage interest rate                                   5.8536%          5.8823%          5.7922%
Highest mortgage interest rate                                            7.0000%          7.0000%          6.4850%
Lowest mortgage interest rate                                             5.3800%          5.3800%          5.3900%
Number of cross-collateralized loans                                           10               10                0
Cross-collateralized loan groups as a percentage of
   initial mortgage pool/loan group balance                                  4.5%             6.6%             0.0%
Number of multi-property mortgage loans                                        26               19                7
Multi-property mortgage loans as a percentage of
   initial mortgage pool/loan group balance                                 40.2%            26.0%            70.6%
Weighted average underwritten debt service coverage ratio (2)(3)            1.32x            1.36x            1.22x
Highest underwritten debt service coverage ratio (2)                        2.38x            2.38x            1.99x
Lowest underwritten debt service coverage ratio(2)                          1.06x            1.06x            1.08x



                                       33





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

Weighted average cut-off date loan-to-value ratio(2)(3)                     73.9%            72.6%            76.8%
Highest cut-off date loan-to-value ratio(2)                                 80.3%            80.3%            80.0%
Lowest cut-off date loan-to-value ratio(2)                                  27.8%            27.8%            40.3%
Weighted average original term to maturity or anticipated
   repayment date (months)                                                    106              104              110
Longest original term to maturity or anticipated repayment
   date (months)                                                              144              144              144
Shortest original term to maturity or anticipated repayment
   date (months)                                                               60               60               60
Weighted average remaining term to maturity or anticipated
   repayment date (months)                                                    104              103              108
Longest remaining term to maturity or anticipated repayment
   date (months)                                                              143              143              120
Shortest remaining term to maturity or anticipated repayment
   date (months)                                                               51               51               57


____________________
(1)   It has been confirmed to us by each of Fitch and S&P, in accordance with
      their respective methodologies, that loan number 49 has credit
      characteristics consistent with investment grade-rated obligations.

(2)   In the case of certain mortgage loans, 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 or 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 offering prospectus for more information regarding
      the calculations of debt service coverage ratios and loan-to-value ratios
      with respect to the mortgage loans referred to above.

(3)   In the case of any mortgage loan that is part of a loan combination that
      includes one or more pari passu non-trust 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 under the
      subject trust mortgage loan and the related pari passu non-trust loan(s)
      (including in the case of loan number 4, a pari passu non-trust loan to be
      advanced in the future) and, in the case of the cut-off date loan-to-value
      ratio, the cut-off date principal balance of the subject mortgage loan and
      the related pari passu non-trust loan(s) (including in the case of loan
      number 4, a pari passu non-trust loan to be advanced in the future). In
      the case of any mortgage loan that is part of a loan combination that
      includes one or more B-note non-trust loans, the debt service coverage
      ratio and the cut-off date loan-to-value ratio were determined without
      taking into account the related B-note non-trust loan(s).

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

Multifamily                              244       $ 1,406,379,261        34.5%             3.9%         100.0%
   Multifamily                           226         1,247,086,726        30.6%             2.8%          90.2%
   Manufactured Housing Communities       18           159,292,535         3.9%             1.2%           9.8%
Retail                                   141         1,208,563,979        29.6%            43.5%           0.0%
   Retail-Anchored                        35           836,080,085        20.5%            30.1%           0.0%
   Retail-Unanchored                      31           136,199,501         3.3%             4.9%           0.0%
   Retail-Shadow Anchored(2)              15            77,162,879         1.9%             2.8%           0.0%
   Retail-Single Tenant                   60           159,121,514         3.9%             5.7%           0.0%
Office(3)                                 64           802,074,185        19.7%            28.8%           0.0%
Hospitality                               25           286,668,878         7.0%            10.3%           0.0%
Self Storage                              45           171,553,101         4.2%             6.2%           0.0%
Mixed Use                                 10           119,066,506         2.9%             4.3%           0.0%
Industrial                                19            83,178,351         2.0%             3.0%           0.0%
                                      ----------   ---------------   --------------    ------------   ------------
         TOTAL                           548       $ 4,077,484,261       100.0%           100.0%         100.0%
                                      ==========   ===============   ==============    ============   ============



                                       34



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

(3)   Seven (7) mortgaged real properties, representing 1.2% of the initial
      mortgage pool balance, are medical or dental offices, some of which
      include a surgical tenant.

PROPERTY LOCATION

      The mortgaged real properties are located in 44 states, the District of
Columbia and Puerto Rico. 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             TOTAL            % OF INITIAL     % OF INITIAL    % OF INITIAL
                    MORTGAGED         CUT-OFF DATE           MORTGAGE       LOAN GROUP 1    LOAN GROUP 2
    STATE        REAL PROPERTIES   PRINCIPAL BALANCE(1)   POOL BALANCE(1)    BALANCE(1)      BALANCE(1)
-------------    ---------------   -------------------    --------------    ------------    ------------

Georgia                 42         $       643,243,891         15.8%            15.6%           16.2%
Florida                 81                 592,160,973         14.5%            11.8%           20.3%
California              54                 429,548,991         10.5%            13.6%            3.9%
   Southern             40                 343,695,531          8.4%            10.6%            3.9%
   Northern             14                  85,853,460          2.1%             3.1%            0.0%
Texas                   49                 268,593,781          6.6%             6.8%            6.2%
Ohio                    48                 239,350,831          5.9%             1.2%           15.9%
Other                  274               1,904,585,795         46.7%            50.9%           37.7%
                 ---------------   -------------------    --------------    ------------    ------------
        TOTAL          548         $     4,077,484,261        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)   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.


                                       35



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:



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

Fee(2)                  528         $     3,787,395,515         92.9%                 90.2%                     98.7%
Leasehold                10                 221,285,847          5.4%                  7.3%                      1.3%
Fee/Leasehold            10                  68,802,899          1.7%                  2.5%                      0.0%
                  ------------------------------------------------------------------------------------------------------------
         TOTAL          548         $     4,077,484,261        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 certificate administrator or its agent will make elections to treat
designated portions of the assets of the issuing entity as one or more separate
real estate mortgage investment conduits or REMICs under sections 860A through
860G of the Internal Revenue Code of 1986, as amended. A prior separate REMIC
election has been made with respect to the mortgage loan (loan number 51)
identified on Annex A-1 to this offering prospectus as The Greens at McKinney.

      Any assets not included in a REMIC will constitute one or more grantor
trusts for U.S. federal income tax purposes.

      The portion of the assets held by the issuing entity that is represented
by the class Z certificates 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 will constitute a grantor trust for federal
income tax purposes. That additional interest will be excluded from the REMICs
referred to above.

      The offered certificates will be treated as regular interests in a REMIC.
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.

      One or more classes of the offered certificates may be issued with
original issue discount. The classes of the offered certificates that are not
issued with original issue discount may be treated as having been issued at a


                                       36



premium. 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     the 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 offering prospectus 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 offering prospectus, 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

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

will be able to invest in the offered certificates without giving rise to a
prohibited transaction. This is based upon an individual prohibited transaction
exemption granted to Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 offering prospectus 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 are encouraged to 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 offering prospectus 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-3, A-SB and A-4 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


                                       37



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-3, A-SB and A-4 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-3, A-SB and A-4 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.


                                       38



                                  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 offering prospectus 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 offering prospectus contains forward-looking statements that involve
risks and uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks described below, elsewhere in this offering prospectus 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-3, A-SB, A-4 AND A-1A CERTIFICATES

      If you purchase class AM, AJ, B, C or D certificates, then your offered
certificates will provide credit support to other classes of offered
certificates, to the class X certificates and, to the extent of payments on the
corresponding REMIC regular interests, to the class A-2FL, A-3FL and A-4FL
certificates. In addition, the class AJ, B, C and D certificates will provide
credit support to the class AM-FL certificates, to the extent of payments on the
class AM-FL REMIC regular interest, and the class B, C and D certificates will
provide credit support to the class AJ-FL certificates, to the extent of
payments on the class AJ-FL REMIC 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


                                       39



Expenses" in this offering prospectus. 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.

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;


                                       40



      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.

      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-3, 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-3, 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 offering
prospectus. 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-3, 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-3, 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


                                       41



Pool--Terms and Conditions of the Mortgage Loans--Mortgage Loans Which May
Require Principal Paydowns" in this offering prospectus.

      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.

      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 (or, in
            the case of the 600 West Chicago trust mortgage loan, the applicable
            CGCMT series 2007-C6 master servicer's or the CGCMT series 2007-C6
            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 (or, with respect to the 600 West Chicago trust mortgage loan, the
applicable CGCMT series 2007-C6 master servicer, the CGCMT series 2007-C6
special servicer or the CGCMT series 2007-C6 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


                                       42



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 defeasance provisions 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 defeasance 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 offering prospectus 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 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. Defaults and 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 AND THE
RIGHT OF PARTIES ACTING IN SIMILAR CAPACITIES IN RESPECT OF THE CGCMT SERIES
2007-C6 SECURITIZATION 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 offering prospectus 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


                                       43



servicing fees, principal recovery fees and workout fees, respectively.
Furthermore, the applicable CGCMT series 2007-C6 master servicer, special
servicer and trustee will have similar rights under the CGCMT series 2007-C6
pooling and servicing agreement with respect to the 600 West Chicago trust
mortgage loan. 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 ISSUING ENTITY 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 offering prospectus. Those decisions are
generally made, subject to the express terms of the pooling and servicing
agreement, by a master servicer, the trustee, the certificate administrator 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. Similarly, you will generally not have
the right to vote or make decisions with respect to the servicing of the 600
West Chicago trust mortgage loan and your interests may be negatively affected
by decisions made by the applicable parties pursuant to the CGCMT series 2007-C6
pooling and servicing agreement and the co-lender agreement for the 600 West
Chicago loan combination.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO THE MASTER SERVICERS, THE
SPECIAL SERVICER, THE CONTROLLING CLASS REPRESENTATIVE AND THE NON-TRUST LOAN
NOTEHOLDERS

      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, the applicable CGCMT
series 2007-C6 master servicer and the CGCMT series 2007-C6 special servicer and
certain of their respective affiliates own and are in the business of acquiring
assets similar in type to the assets of the issuing entity. Accordingly, the
assets 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
offering prospectus.

      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 not to 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 (other than the 600 West Chicago trust mortgage loan), the
special servicer may, at the direction or based on the objection 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 or based on the objection of the holder of a non-trust loan or its
designee, take actions with respect to the related loan combination that could
adversely affect the holders of some or all of the classes of offered
certificates. In addition, in connection with the servicing of the 600 West
Chicago loan combination if it has become a specially serviced mortgage loan
pursuant to the CGCMT series 2007-C6 pooling and servicing Agreement, the CGCMT
series 2007-C6 special servicer may, at the direction of the controlling class
representative of the CGCMT series 2007-C6 securitization, take actions (in
certain cases after consulting with the controlling class representative of our
MLMT series 2007-C1 securitization) with respect to the 600 West


                                       44



Chicago loan combination that could adversely affect the holders of some or all
of the classes of offered certificates. See "Description of the Mortgage
Pool--The Loan Combinations--the 600 West Chicago Loan Combination" and
"Servicing of the Mortgage Loans--The Controlling Class Representative and the
Loan Combination Controlling Parties" in this offering prospectus.

      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, the controlling class of
certificateholders under the CGCMT series 2007-C6 pooling and servicing
agreement 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, the controlling class of
certificateholders under the CGCMT series 2007-C6 pooling and servicing
agreement or the holder of the non-trust loan may direct the special servicer to
take actions which conflict with the interests of the holders of certain classes
of the offered certificates. However, neither the special servicer for our MLMT
series 2007-C1 securitization nor the CGCMT series 2007-C6 special servicer is
permitted to take actions which are prohibited by law or violate the applicable
servicing standard or the terms of the applicable mortgage loan documents.

                       RISKS RELATED TO THE MORTGAGE LOANS

CONCENTRATION OF MORTGAGED REAL PROPERTY TYPES SUBJECT THE ISSUING ENTITY 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.

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

      One hundred forty-one (141) of the mortgaged real properties, which
represent security for approximately 29.6% of the initial mortgage pool balance
and approximately 43.5% 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.

      Thirty (30) of the mortgaged real properties, which represent security for
approximately 0.7% of the initial mortgage pool balance and approximately 1.0%
of the initial loan group 1 balance, are secured by mortgaged real properties
with restaurant tenants where such restaurants are affiliated with a single
restaurant franchise company. Mortgaged real properties occupied by restaurant
franchises may be affiliates with a franchise company through a franchise
agreement or a management agreement. The performance of the mortgaged real
property may depend in part on the continued existence and financial strength of
the franchisor management company and the public perception of the franchise or
service mark, as well as the duration of the franchise licensing agreement.

      Any provision in a franchise agreement providing for the termination
because of the bankruptcy of a franchisor generally will not be enforceable.
Replacement franchises may require significantly higher fees. The
transferability of franchise license agreements is restricted. In the event of a
foreclosure, the lender or its agent would not have the right to use the
franchise license without the franchisor's consent, or, in certain instances, to
transfer the properties to competing franchisors.

      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."


                                       45



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

      Sixty-four (64) of the mortgaged real properties, which represent security
for approximately 19.7% of the initial mortgage pool balance and approximately
28.8% 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."

      Seven (7) mortgaged real properties (loan numbers 55, 76, 107, 119, 194,
215 and 245), which represent approximately 1.2% of the initial mortgage pool
balance and approximately 1.7% of the initial loan group 1 balance, are medical
or dental offices, some of which include a surgical center tenant. 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."

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

      Twenty-five (25) of the mortgaged real properties, which represent
security for approximately 7.0% of the initial mortgage pool balance and
approximately 10.3% 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. Some of the mortgaged real properties secured by
hospitality properties may not be franchises of a national or regional hotel
chain. In addition, for certain of the mortgage loans secured by hospitality
properties that are franchises of national or regional hotel chains, the related
franchise agreements may be scheduled to terminate during the term of the
related mortgage loans. Further, a related franchise agreement may not be
assignable following foreclosure on the related mortgage loan or may be
terminated or terminable by the franchisor upon a foreclosure.

      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."

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

      Two hundred twenty-six (226) of the mortgaged real properties, which
represent security for approximately 30.6% of the initial mortgage pool balance
(16 mortgaged real properties, representing security for approximately 2.8% of
the initial loan group 1 balance and 210 mortgaged real properties, representing
security for approximately 90.2% of the initial loan group 2 balance), are fee
and/or leasehold interests in multifamily properties. Mortgage loans that are
secured by liens on those types of properties are exposed to unique risks
particular to those types of properties.

      Five (5) of the mortgaged real properties, which represent security for
approximately 2.2% of the initial mortgage pool balance and approximately 0.8%
of the initial loan group 1 balance, and approximately 5.1% of the initial loan
group 2 balance, are secured by student housing facilities. Mortgage loans
secured by liens on student housing facilities are exposed to additional risks
not shared by multifamily facilities generally.


                                       46



      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."

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

      Nineteen (19) of the mortgaged real properties, which represent security
for approximately 2.0% of the initial mortgage pool balance and approximately
3.0% 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

      Forty-five (45) of the mortgaged real properties, which represent security
for approximately 4.2% of the initial mortgage pool balance and approximately
6.2% of the initial loan group 1 balance, are fee and/or leasehold 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

      Eighteen (18) of the mortgaged real properties, which represent security
for approximately 3.9% of the initial mortgage pool balance (comprised of five
(5) mortgage loans in loan group 1, representing approximately 1.2% of the
initial loan group 1 balance, and 13 mortgage loans in loan group 2,
representing approximately 9.8% of the initial loan group 2 balance), are fee
and/or leasehold 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.

      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

      Five (5) mortgaged real properties, which represent security for
approximately 7.7% of the initial mortgage pool balance (approximately 11.3% of
the initial loan group 1 balance), are residential and/or commercial condominium
units that, in some cases do not represent the entire related condominium regime
(the rest of which will generally not be part of the mortgaged real property).
Condominiums may create risks for lenders that are not present when lending on
properties that are not condominiums See "Risk Factors--Lending


                                       47



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, the certificate administrator, the custodian, 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.

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.


                                       48



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

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

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.

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 181 mortgaged real properties, securing approximately 37.5%
of the initial mortgage pool balance and approximately 55.0% of the initial loan
group 1 balance, the related borrower has leased the property to one tenant that
occupies 25% or more of the particular property. In the case of 122 of those
properties, securing approximately 16.9% of the initial mortgage pool balance
and approximately 24.8% 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 86 mortgaged real properties,
securing approximately 9.9% of the initial mortgage pool balance and
approximately 14.5% of the initial loan group 1 balance, the related borrower
has leased the particular property to a single tenant that occupies
approximately 100% of the particular property. 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 prior to the maturity date of the related mortgage
loan and some of these tenants may have early termination options prior to the
maturity date 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 offering prospectus. 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


                                       49



particular mortgaged real property may have been the subject of bankruptcy or
insolvency proceedings. See "Risk Factors--Bankruptcy Proceedings Entail Certain
Risks" in this offering prospectus 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.

      In the case of one (1) of the mortgaged real properties (loan number
5.07), representing approximately 0.3% of the initial mortgage pool balance and
approximately 0.4% of the initial loan group 1 balance, Winn Dixie, the parent
company of the largest tenant, filed for bankruptcy in 2005. In 2006, the
bankruptcy court approved and authorized the debtors to assume non-residential
real property leases, including the mortgaged real property.

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;

      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 rent
reductions or to cancel their leases at any time or for lack of appropriations
or for damage to the leased premises caused by casualty or condemnation.
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.


                                       50



      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. If a tenant has not agreed to subordinate its lease to the lien
created by the mortgage, any inconsistent provisions of the lease could govern
insurance requirements, application of insurance proceeds and condemnation
awards.

      Certain of the mortgaged real properties may have tenants that are related
to or affiliated with a borrower. In such cases a default by the borrower may
coincide with a default by the affiliated tenants. Additionally, even if the
property becomes 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 this
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 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 "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.

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


                                       51



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 Georgia, Florida, California, Texas
and Ohio will represent approximately 15.8%, 14.5%, 10.5%, 6.6% and 5.9%,
respectively, by allocated loan amount, of the initial mortgage pool balance,
mortgaged real properties located in Georgia, California, Florida, Texas,
Illinois and Virginia will represent approximately 15.6%, 13.6%, 11.8%, 6.8%,
5.8% and 5.0%, respectively, of the initial loan group 1 balance. Mortgaged real
properties located in Florida, Georgia, Ohio, Indiana, Texas and North Carolina,
will represent approximately 20.3%, 16.2%, 15.9%, 8.0%, 6.2% and 5.4%,
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 CALIFORNIA-SPECIFIC CONSIDERATIONS

      Fifty-four (54) mortgaged real properties, representing security for
approximately 10.5% of the initial mortgage pool balance, approximately 13.6% of
the initial loan group 1 balance and approximately 3.9% of the initial loan
group 2 balance, are located in California. Mortgage loans 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 the trustee's sale or the judgment of foreclosure is
given for a statutory period of time after which the mortgaged real property may
be sold by the trustee, if foreclosed pursuant to the trustee's power of sale,
or by court appointed sheriff under a judicial foreclosure. Following a judicial
foreclosure sale, the borrower or its successor in interest may, for a period of
up to one year, redeem the property. California's "one action rule" requires the
lender to exhaust the security afforded under the deed of trust by foreclosure
in an attempt to satisfy the full debt before bringing a personal action (if
otherwise permitted) against the borrower for recovery of the debt, except in
certain cases involving environmentally impaired real property. California
courts have 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 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.


                                       52



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

      Two hundred sixty-four (264) of the mortgage loans, representing
approximately 96.0% of the initial mortgage pool balance (212 mortgage loans in
loan group 1, representing approximately 94.2% of the initial loan group 1
balance, and 52 mortgage loans in loan group 2, representing approximately 100%
of the initial loan group 2 balance), are balloon loans that will have
substantial remaining principal balances at their respective stated maturity
dates. In addition, seven (7) mortgage loans, representing approximately 4.0% of
the initial mortgage pool balance and approximately 5.8% of the initial loan
group 1 balance, provides material incentives for the related borrower to repay
the 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 offering prospectus 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" 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 9.4% of the initial mortgage pool balance. The largest
            mortgage loan or group of cross-collateralized mortgage loans in
            loan group 1


                                       53



            represents approximately 10.1% of the initial loan group 1 balance
            and the largest mortgage loan in loan group 2 represents
            approximately 29.7% 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 33.9% 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 32.2% 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 71.4% of the initial loan group 2 balance.

      o     The ten largest mortgage loans and groups of cross-collateralized
            mortgage loans to be included in the assets of the issuing entity
            represent approximately 47.6% of the initial mortgage pool balance.
            The ten largest mortgage loans and groups of cross-collateralized
            mortgage loans in loan group 1 represent approximately 41.6% of the
            initial loan group 1 balance and the ten largest mortgage loans and
            groups of cross-collateralized mortgage loans in loan group 2
            represent approximately 79.5% 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
offering prospectus and "Risk Factors--Loan Concentration Within a Trust Exposes
Investors to Greater Risk of Default and Loss" in the accompanying base
prospectus.

ONE OF THE MORTGAGE LOANS THAT WE INTEND TO TRANSFER TO THE ISSUING ENTITY IS
BEING SERVICED AND ADMINISTERED PURSUANT TO THE SERVICING ARRANGEMENTS FOR A
DIFFERENT SECURITIZATION; THEREFORE, CERTIFICATEHOLDERS OF OUR MLMT SERIES
2007-C1 SECURITIZATION WILL 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 offering prospectus as 600 West Chicago, which mortgage loan
represents approximately 1.6% of the initial mortgage pool balance and
approximately 2.3% of the initial loan group 1 balance, is part of a loan
combination consisting of that mortgage loan and multiple other loans (which we
sometimes refer to as pari passu non-trust loans) that are secured by the same
mortgage instrument encumbering the same mortgaged real property as, and are
pari passu in right of payment and in other respects with, the 600 West Chicago
trust mortgage loan. The 600 West Chicago pari passu non-trust loans will not be
included in the trust. One of the 600 West Chicago pari passu non-trust loans is
anticipated to be included in the trust fund established in connection with the
Citigroup Commercial Mortgage Trust (CGCMT) Series 2007-C6 securitization.

      The 600 West Chicago trust mortgage loan and the 600 West Chicago pari
passu non-trust loan are being serviced and administered pursuant to the pooling
and servicing agreement governing the CGCMT series 2007-C6 securitization.
Neither the certificateholders nor the trustee on their behalf will have any
right, title or interest in or to, or any other claim to any asset of the CGCMT
series 2007-C6 securitization issuing entity, including as security for or in
satisfaction of any claim it might have arising from the performance or failure
of performance by any party under the CGCMT series 2007-C6 pooling and servicing
agreement, except as related to the trust's rights to receive payments of
principal and interest on the 600 West Chicago trust mortgage loan and certain
rights to payments of servicing fees and to reimbursement for advances. However,
the issuing entity, as the holder of the 600 West Chicago trust mortgage loan,
will be a third party beneficiary of the CGCMT series 2007-C6 pooling and
servicing agreement. Furthermore, the master servicers, the special servicer and
trustee under the pooling and servicing agreement for our MLMT series 2007-C1
certificates may not independently exercise remedies following a default with
respect to the 600 West Chicago trust mortgage loan. The controlling class
representative will be entitled to consult with the applicable CGCMT series
2007-C6 master servicer and the CGCMT series 2007-C6 special servicer regarding
certain servicing matters or mortgage loan modifications affecting the 600 West
Chicago trust mortgage loan and the 600 West Chicago pari passu non-trust loans.
The


                                       54



applicable master servicer and the special servicer under the CGCMT series
2007-C6 pooling and serving agreement are required to service the 600 West
Chicago trust mortgage loan and the 600 West Chicago pari passu non-trust loan
in accordance with the servicing standard set forth in the CGCMT series 2007-C6
pooling and servicing agreement on behalf of, among others, the CGCMT series
2007-C6 securitization certificateholders and the holders of our MLMT series
2007-C1 certificates, as a collective whole.

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 10 mortgaged properties representing security for
approximately 1.7% of the initial mortgage pool balance and approximately 2.5%
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 offering prospectus. 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.

      In addition, 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 or historical landmark designations. 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 offering prospectus and "Risk Factors--Changes in
Zoning Laws May Adversely Affect the Use or Value of a Real Property" in the
accompanying base prospectus.


                                       55



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

      Nine (9) mortgage loans, which represent approximately 15.5% of the
initial mortgage pool balance (eight mortgage loans in loan group 1,
representing approximately 22.2% of the initial loan group 1 balance, and one
(1) mortgage loan in loan group 2, representing approximately 1.1% 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 or pari passu loans in multiple loan structures that we refer to as loan
combinations. The other loans will not be included in the assets of the issuing
entity but are secured in each case by the same mortgage instrument on the same
mortgaged real 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 offering prospectus.

      In the case of six (6) mortgage loans (loan numbers 26, 27, 28, 33, 86 and
158), which represents approximately 1.6% of the initial mortgage pool balance
and approximately 1.5% group 1 of the initial loan group 1 balance, and
approximately 1.7% 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 offering prospectus.

      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 28 of the mortgage loans, representing approximately 28.2%
of the initial mortgage pool balance (21 mortgage loans in loan group 1,
representing approximately 31.7% of the initial loan group 1 balance, and seven
(7) mortgage loans in loan group 2, representing approximately 20.7% 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 offering prospectus, 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.


                                       56



      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 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 offering prospectus 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


                                       57



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

      Twenty-one (21) separate groups of mortgage loans, representing
approximately 42.5% 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

      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 offering prospectus.

      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 offering
prospectus 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 RE-UNDERWRITTEN BY US

      We have not re-underwritten 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 re-underwriting
the mortgage loans. If we had re-underwritten the mortgage loans, it is possible
that the re-underwriting process may have revealed problems with


                                       58



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 offering prospectus.

ASSUMPTIONS MADE IN DETERMINING UNDERWRITTEN NET CASH FLOW MAY NOT ACCURATELY
REPRESENT PRESENT FINANCIAL CONDITION AND ARE NOT PREDICTIVE OF FUTURE FINANCIAL
PERFORMANCE

      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 flows set forth in Annex A-1 to this offering
prospectus 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 investor should review the assumptions discussed in this
offering prospectus 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 offering prospectus 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 "Glossary" for a
discussion of the assumptions used in determining net cash flow. The
underwriters express no opinion as to the 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. Certain of the mortgaged real properties are secured by mortgaged real
properties that include multiplex movie theatres or other performing arts
theatres, that generate a material portion of the revenue of those mortgaged
real properties. 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 "--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.


                                       59



      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 under "Description of
the Mortgage Pool--Assessments of Property Condition--Environmental Assessments"
in this offering prospectus, 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 required, 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 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.

      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

      Except with respect to four (4) of the mortgage loans, which represent
security for approximately 0.7% of the initial mortgage pool balance and
approximately 1.0% of the initial loan group 1 balance (for which site
inspections were performed), 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--


                                       60



      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 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 offering prospectus.

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 offering prospectus
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 offering prospectus 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
offering prospectus 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; MULTI-PROPERTY
MORTGAGE LOANS

      The mortgage pool will include 32 mortgage loans, representing
approximately 41.3% of the initial mortgage pool balance (25 mortgage loans in
loan group 1, representing approximately 27.7% of the initial loan group 1
balance, and seven (7) mortgage loan in loan group 2, representing approximately
70.6% of the initial loan group 2 balance) that 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


                                       61



loans with multiple real properties 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 offering
prospectus, 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.

      Twenty (20) of the mortgage loans referred to in the preceding paragraph,
representing approximately 37.6% of the initial mortgage pool balance and
approximately 22.7% of the initial loan group 1 balance and approximately 69.4%
of the initial loan group 2 balance, are secured by deeds of trust or mortgages,
as applicable, on multiple properties that, through cross-collateralization
arrangements, 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 offering prospectus and Annex A-1 to this offering prospectus
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.

      Twelve (12) mortgage loans, representing approximately 33.9% of the
initial mortgage pool balance and approximately 19.2% of the initial loan group
1 balance and approximately 65.2% of the initial loan group 2 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 certain of the mortgage loans are either individuals
or entities that are not subject to limitations on the amount of additional debt
they may incur and/or not structured to diminish the likelihood of their
becoming bankrupt. Some of the borrowers that have been structured with the
intent of diminishing the likelihood of their becoming bankrupt may not satisfy
all the characteristics of special purpose entities. Further, some of the
borrowing entities 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,


                                       62



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.

      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 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

      Twenty-two (22) of the mortgage loans, representing approximately 7.7% of
the initial mortgage pool balance (18 mortgage loans in loan group 1,
representing approximately 3.2% of the initial loan group 1 balance, and four
(4) mortgage loans in loan group 2, representing approximately 17.4% of the
initial loan group 2 balance), have borrowers that own the related mortgaged
real properties as tenants-in-common. In addition, some


                                       63



of the mortgage loans 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, generally and as permitted under applicable law, each tenant-in-common
borrower under the mortgage loan(s) referred to above has waived its partition
right or the related loan documents provide that partition constitutes an event
of default. 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.

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


                                       64



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.

      There can be no assurance that any borrower, or any principals of a
borrower, have not been a party to bankruptcy proceedings, foreclosure
proceedings or deed-in-lieu of foreclosure transactions, or other material
proceedings, in the past or that certain principals 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 securing the pooled
mortgage loans and/or their respective affiliates.

      If a borrower or a principal of a borrower 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.

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 out 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 out 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 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.

      In the case of the mortgage loan (loan number 19) identified on Annex A-1
to this offering prospectus as Amylin, representing approximately 0.9% of the
initial mortgage pool balance and representing 1.3% of the initial loan group 1
balance, certain sponsors of the related borrower, including Corporate Property
Associates 14 ("CPA 14"); a wholly owned subsidiary of W.P. Carey & Co. LLC
("W.P. Carey"), have advised the related mortgage loan seller that, in March
2004, Carey Financial Corporation ("Carey Financial"), the broker-dealer that
managed the public offering of Corporate Property Associates 15 Incorporated
(CPA 15") and a wholly-owned subsidiary of W.P. Carey, received a letter from
the SEC alleging various securities law violations by CPA 15 and Carey Financial
in connection with CPA 15's public offerings between September 2002 and March
2003. The violations alleged in connection with these public offerings concern
the selling of shares without an effective registration statement and various
material misstatements and omissions in the offering materials delivered in
connection with these offerings. W.P. Carey reported in its September 2004 Form
10-Q filing with the SEC that it, Carey Financial and CPA 15 have each received
subpoenas from the staff of the SEC Division of Enforcement (the "SEC


                                       65



Enforcement Staff") requesting information relating, to, among other things, the
events addressed in the March 2004 letter. W.P.Carey further reported in its
March 2005 10-Q filing with the SEC that the scope of the SEC Enforcement
Staff's inquiries has broadened to include broker-dealer compensation
arrangements in connection with CPA 15 and other REITS managed by W.P. Carey,
including CPA 14. Based on W.P. Carey's Form 10-K filing with the SEC for 2006,
these investigations remain outstanding. It cannot be determined at this time
what action, if any, the SEC will pursue against W.P. Carey, Carey Financial,
CPA 15 or CPA 14 (which may include civil monetary penalties, injunctive relief
or rescission) or the effect on operations of such entities if an action is
brought by the SEC. Although no action is currently pending against any member
of W.P. Carey, Carey Financial, CPA 15 or CPA 14, no assurance can be given that
any action relating to these allegations, if commenced, would not have a
material adverse effect on the Amylin mortgage loan and, ultimately the
certificates.

      In the case of the mortgage loan (loan numbers 32, 38, 50, 62 and 74)
identified on Annex A-1 to this offering prospectus as GMH-The Ridge,
GMH-Uptown, GMH-University Heights, GMH-University Walk and GMH-Campus Edge, the
GMH Communities Trust ("GMH"), an affiliate of the Borrower, and certain
executives of GMH were named, starting on April 5, 2006, in five putative class
actions alleging various securities law violations in connection with the sale
of GMH securities during various periods, the longest of which is the period
between October 28, 2004 and March 10, 2006. GMH reported in its Form 10-K
filing with the SEC for March 2007, that by Orders filed January 22, 2007, the
cases were consolidated, and, lead plaintiffs and lead counsel were appointed. A
consolidated complaint alleging violations of Sections 11 and 15 of the
Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 was filed on March 19, 2007 against the same defendants for a class
period between May 5, 2005 and March 10, 2006 based upon the GMH's restatement
of certain financial results. The defendants have sixty days in which to respond
either by answering or moving to dismiss. In the January 22, 2007 Order, the
Court ordered that the parties shall not file any dispositive motions before
attending a settlement conference with the Magistrate Judge. Discovery is stayed
pending the disposition of any motion to dismiss.

      Additionally, on March 12, 2007, a lawsuit was filed against GMH alleging
violations of securities laws violations, as well as common law claims for
fraud, fraud in the inducement, negligent misrepresentation and breach of
contract. The claims arise from GMH's restatement of certain financial results
upon which plaintiffs purportedly relied in selling properties to certain
defendants. In connection with the acquisition of certain properties, GMH
entities purchased four student housing properties in exchange for a combination
of cash, assumption of debt and the issuance of 1,940,282 units of limited
partnership interests in our operating partnership valued at a total of
approximately $76.8 million. The units of limited partnership interest were
issued for a total value of approximately $27.5 million or $14.17 per unit of
limited partnership interest. The parties are currently negotiating the timing
of defendants' response. Discovery is stayed pending the disposition of any
motion to dismiss.

      The outcome of these litigation matters respecting GMH or its affiliates
or their operations cannot be determined at this time, and no assurance can be
provided that, if adversely determined, such matters would not have a material
adverse effect on the GMH mortgage loans and, ultimately, the certificates.

      In the case of the mortgage loan (loan number 15.01) identified on Annex
A-1 to this offering prospectus as Columbia Park MHC, approximately 940
individual tenants at the related mortgaged property sought a declaratory
judgment against the borrower and its affiliated property management company,
among others, that rent increases adopted at the mortgaged property in 2001 were
unconscionable. Rent increased approximately 15% in 2001 over a two year period,
and has increased thereafter through 2006 at rates between 5% and 7% annually.
The 2001 increases were a response by the borrower to the costs of increased
park services and amenities, as well as financial liabilities. The trial court
held, affirming previous determinations of a state magistrate and lower court,
that the rent increases did not rise to the level of being unconscionable under
Ohio's substantive unconscionability factors. An appeal of that decision to the
Ohio Court of Appeals is currently pending. While successful disposition of this
litigation affects the Borrower's ability to obtain a release of certain


                                       66



escrows, there can be no assurance that this matter, if adversely adjudicated,
would not have an adverse impact on the borrower or its operations at the
related mortgaged property and, ultimately, the 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.

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.

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
offering prospectus and "Description of the Governing Documents--Representations
and Warranties with Respect to Mortgage Assets" in the accompanying base
prospectus.


                                       67



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 offering prospectus. 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. 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 with respect to
hotels and other types of property that produce 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
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 offering
prospectus 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;


                                       68



      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.

      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. Twelve (12) mortgage loans, representing
approximately 33.9% of the initial mortgage pool balance and approximately 19.2%
of the initial loan group 1 balance and approximately 65.2% of the initial loan
group 2 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.

RISKS RELATED TO THE ENCANTO-SLB PUERTO RICO TRUST MORTGAGE LOAN

      General. In the case of the mortgage loan (loan number 49) identified on
Annex A-1 to this offering prospectus as Encanto-SLB Puerto Rico, representing
approximately 0.4% of the initial mortgage pool balance and approximately 0.7%
of the initial loan group 1 balance, is secured by multiple mortgaged real
properties located in Puerto Rico. Set forth below is a discussion of risk
factors with respect to the Encanto-SLB Puerto Rico trust mortgage loan.

      Risks Related to Taxation in Puerto Rico. Currently, Puerto Rico does not
impose income or withholding tax on interest received on loans by foreign
(non-Puerto Rico) entities not engaged in trade or business in Puerto Rico, as
long as the foreign (non-Puerto Rico) entity receiving the interest payment and
the debtor making the interest payment are not related, or if the interest
payment is not from sources within Puerto Rico (i.e., when the entity making the
interest payment is not a resident of Puerto Rico). For purposes of the interest
income tax withholding provisions, an entity is related to the debtor if it owns
50% or more of the value of the stock or participation of the debtor or the
debtor owns 50% or more on the value of the stock or participation of such
foregoing entity. To determine the stock or participating ownership certain
attribution rules apply.

      However, in the event that the laws of Puerto Rico change and payments on
loans by foreign (non-Puerto Rico) entities not engaged in trade or business in
Puerto Rico are subject to Puerto Rico income or withholding tax, under certain
circumstances, the related borrower may not be required to "gross-up" the
payments to (or otherwise indemnify) the mortgagee, thus resulting in a
shortfall to the trust fund. Such gross-up, if any, would result in the borrower
being required to make additional payments to the mortgagee; in this event, the
borrower may not have sufficient cash flow from the related mortgaged property
to pay all amounts required to be paid on the loan (including such gross-up
payments).

      Risks Related to Puerto Rico-United States Relationship. The Commonwealth
of Puerto Rico is an unincorporated territory of the United States. The
provisions of the United States Constitution and laws of the United States apply
to the Commonwealth of Puerto Rico as determined by the United States Congress
and the continuation or modification of current federal law and policy
applicable to the Commonwealth of Puerto Rico remains within the discretion of
the United States Congress. If the Commonwealth of Puerto Rico were granted
complete independence, there can be no assurance of what impact this would have
on the trust's interest in the mortgaged real property located in Puerto Rico.


                                       69



      Risks Related to Foreclosures in Puerto Rico. Foreclosure of a mortgage in
Puerto Rico is generally accomplished by judicial action. The action is
initiated by the service of legal pleadings upon all parties having an interest
in the real property. Delays in completion of foreclosure may occasionally
result from difficulties in locating necessary parties. Additionally, the lease
agreement with the tenant of the mortgaged real properties contains a
restriction on the transfer of assets through a sale to certain competitors.
Such restriction has the potential of limiting the marketability of the assets
and/or delaying the completion of a foreclosure action in the event there is a
dispute as to the transfer of the assets to a particular prospective purchaser
as a result of the restriction. When the mortgagee's right to foreclose is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming and costly.

      At the completion of the judicial foreclosure proceedings, if the
mortgagee prevails, the court generally issues a judgment of foreclosure and
appoints a marshal or other court officer to conduct the sale of the property.
Such sales are made in accordance with procedures set forth in the Mortgage and
Property Registry Act (Act No. 198 of August 8, 1979). The purchaser, which may
include another creditor with a perfected right over the collateral, at such
sale acquires the estate in interest in real property covered by the mortgage.
Generally, the terms of the deed of mortgage and Puerto Rico law control the
amount of foreclosure expenses and costs, including attorneys' fees, which maybe
recovered by a mortgagee. The courts of Puerto Rico, however, may, in
extraordinary circumstances, refuse to foreclose a mortgage on grounds of equity
when an acceleration of the indebtedness would be inequitable or unjust or the
circumstances would render the acceleration unconscionable. In any case, there
can be no assurance that the net proceeds realized from foreclosures on any
mortgage loan, after payment of all foreclosure expenses, will be sufficient to
pay the principal, interest and other expenses, if any, which are due
thereunder.

      For a description of certain other risk factors associated with the
mortgage loans secured by the properties located in Puerto Rico, see
"Description of the Mortgage Pool--Loans Secured by Mortgaged Properties Located
in Puerto Rico" in this offering prospectus.

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 either
provided by a tenant or allows 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.

      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 85% 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


                                       70



group's prior year premiums on commercial lines policies covering risks in the
United States. This specified deductible amount is 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 $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 or that the TRIA
Extension Act will be further extended. 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 under the pooling and servicing agreement (other than the 600 West
Chicago trust mortgage loan), 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 offering prospectus as REO property (other than any REO property with
respect to the 600 West Chicago trust mortgage loan), 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 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


                                       71



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 (for example loan numbers 4, 10, 12, 14, 16 and 36), only if it can be
purchased at commercially reasonable rates and/or only with a deductible at a
certain threshold. Further, in certain cases, terrorism insurance coverage may
be required solely with respect to "certified acts of terrorism" within the
meaning of TRIA. Additionally, in the case of mortgage loans that are secured by
mortgaged real properties that are not located in or near major metropolitan
areas, the terrorism insurance coverage required may be limited to acts of
domestic terrorism (i.e., non-certified acts of terrorism under TRIA).

      With respect to, certain mortgage loans, for example, mortgage loans (loan
numbers 15, 51, 85, 109, 132, 141, 153, 167, 185, 199, 212, 213, 253), the
requirement that terrorism insurance be maintained has been waived.

      In addition, with respect to any mortgage loans that are secured by the
related borrower's fee or leasehold interest in land and not the improvements,
if any, on the related mortgaged real property, the related borrower may not be
required to maintain terrorism insurance on the land or for any improvements on
the subject mortgaged real property, or, with respect to any mortgage loan that
is secured by a mortgaged real property where certain of the improvements are
not owned by the related borrower, that borrower may not be required to maintain
terrorism insurance for those improvements.

      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 offering prospectus. To the extent that tenants are
responsible for maintaining terrorism insurance coverage, there can be no
assurance that they will in fact maintain such coverage.

      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 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.


                                       72



               CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS

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

                           FORWARD-LOOKING STATEMENTS

      This offering prospectus 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
offering prospectus and the accompanying base prospectus. The forward-looking
statements made in this offering prospectus are accurate as of the date stated
on the cover of this offering prospectus. We have no obligation to update or
revise any forward-looking statement.

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

      We intend to include the 271 mortgage loans identified on Annex A-1 to
this offering prospectus in the trust. The mortgage pool consisting of those
loans will have an initial mortgage pool balance of $4,077,484,261. 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-3, A-SB, A-4 and A-1A certificates, the class A-2FL certificates (through the
class A-2FL REMIC regular interest), the class A-3FL certificates (through the
class A-3FL REMIC regular interest) and the class A4-FL certificates (through
the class A-4FL REMIC regular interest) 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 219
mortgage loans, representing approximately 68.2% 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 52 mortgage
loans, representing approximately 31.8% of the initial mortgage pool balance,
that are secured by multifamily and manufactured housing community properties
(representing approximately 93.8% of all the mortgaged real properties that are
multifamily properties and 79.4% of the mortgaged real properties that are
manufactured housing community properties). Annex A-1 to this offering
prospectus 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 offering
prospectus. The cut-off date principal balances of all the mortgage loans in the


                                       73



trust range from $584,074 to $384,750,000 and the average of those cut-off date
principal balances is $15,046,067; the cut-off date principal balances of the
mortgage loans in loan group 1 range from $584,074 to $280,000,000, and the
average of those cut-off date principal balances is $12,697,505; and the cut-off
date principal balances of the mortgage loans in loan group 2 range from
$960,000 to $384,750,000, and the average of those cut-off date principal
balances is $24,937,130.

      When we refer to mortgage loans in this offering prospectus, we are,
except where the context otherwise indicates, referring to the mortgage loans
that we intend to include in the trust and not the Non-Trust Loans.

      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 offering prospectus 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 offering
            prospectus;

      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     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;


                                       74



      o     when information with respect to 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 in the case of those mortgaged real
            properties that constitute the sole properties securing the related
            mortgage loans and/or upon allocated portions of the cut-off date
            principal balances of the related mortgage loans and in the case of
            those mortgaged real properties that do not constitute the sole
            properties securing the related mortgage loans;

      o     unless specifically indicated otherwise (for example, with respect
            to loan-to-value and debt service coverage ratios and cut-off date
            balances per unit of mortgaged real property of the Pari Passu Trust
            Mortgage Loans, in which case, the related Pari Passu Non-Trust
            Loans are taken into account), statistical information presented in
            this offering prospectus with respect to any mortgage loan that is
            part of a Loan Combination excludes the related Non-Trust Loan;

      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 offering prospectus.

SOURCE OF THE MORTGAGE LOANS

      The mortgage loans that will constitute the primary assets of the issuing
entity 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.

      Merrill Lynch Mortgage Lending, Inc. originated or acquired 56 of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 43.9% of the initial mortgage pool balance (comprised of 46
mortgage loans in loan group 1, representing approximately 35.4% of the initial
loan group 1 balance and 10 mortgage loans in loan group 2, representing
approximately 61.9% of the initial loan group 2 balance).

      General Electric Capital Corporation originated or acquired 67 of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 21.9% of the initial mortgage pool balance (comprised of 46
mortgage loans in loan group 1, representing approximately 17.8% of the initial
loan group 1 balance and 21 mortgage loans in loan group 2, representing
approximately 30.9% of the initial loan group 2 balance).

      LaSalle Bank National Association originated or acquired 89 of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 18.1% of the initial mortgage pool balance (comprised of 73
mortgage loans in loan group 1, representing approximately 23.8% of the initial
loan group 1 balance and 16 mortgage loans in loan group 2, representing
approximately 6.0% of the initial loan group 2 balance).

      Wells Fargo Bank, National Association originated or acquired 59 of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 16.1% of the initial mortgage pool balance (comprised of 54
mortgage loans in loan group 1, representing approximately 23.0% of the initial
loan group 1 balance and five (5) mortgage loans in loan group 2, representing
approximately 1.2% of the initial loan group 2 balance).


                                       75



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

      The mortgage pool will include 32 mortgage loans, representing
approximately 41.3% of the initial mortgage pool balance (25 mortgage loans in
loan group 1, representing approximately 27.7% of the initial loan group 1
balance, and seven (7) mortgage loan in loan group 2, representing approximately
70.6% of the initial loan group 2 balance) that 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. 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.

      Certain 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 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 can range from 100% to 125%,
            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 addition, cross-collateralization arrangements may be terminable in
connection with a sale of the mortgaged real property securing one or more of
the mortgage loans in a group of cross-collateralized mortgage loans and the
assumption of the related mortgaged real property by a third party purchaser.

      See "Terms and Conditions of the Mortgage Loans--Defeasance Loans" and
"Collateral Substitution and Partial Releases Other Than in Connection With
Defeasance-- Property Releases" in this offering prospectus.

      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 offering prospectus.


                                       76



      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 at least
            1.0% of the initial mortgage pool balance.



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

         Empirian Multifamily Portfolio Pool              1              $   384,750,000        9.4%
         Empirian Multifamily Portfolio Pool              3                  330,250,000        8.1%

         TOTAL                                            9              $   715,000,000
         Town Center at Cobb                                                 280,000,000        6.9%
         Gwinnett Place                                                      115,000,000        2.8%

         TOTAL                                            1              $   395,000,000
         GMH - The Ridge                                                      23,120,000        0.6%
         GMH - Uptown                                                         20,160,000        0.5%
         GMH - University Heights                                             18,160,000        0.4%
         GMH - University Walk                                                14,760,000        0.4%
         GMH - Campus Edge                                                    11,845,000        0.3%

         TOTAL                                            4              $    88,045,000

         Radisson - Alexandria                                                42,500,000        1.0%

         Holiday Inn -Alexandria                                              30,500,000        0.7%

         TOTAL                                            1              $    73,000,000

         OfficeMax Headquarters                                               49,000,000        1.2%

         ConAgra Foods                                                        21,000,000        0.5%

         TOTAL                                            1              $    70,000,000


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

TERMS AND CONDITIONS OF THE MORTGAGE LOANS

      Due Dates. Two hundred thirteen (213) of the mortgage loans, representing
approximately 50.0% of the initial mortgage pool balance, provide for monthly
debt service payments to be due on the first day of each month. Two (2) mortgage
loans, representing approximately 2.9% of the initial mortgage pool balance,
provide for monthly debt service payments to be due on the fifth day of each
month. One (1) mortgage loan, representing approximately 3.4% of the initial
mortgage pool balance, provide for monthly debt service payments to be due on
the sixth day of each month. Fifty-five (55) of the mortgage loans, representing
approximately 43.8% of the initial mortgage pool balance, provide for monthly
debt-service payments to be due on the eighth day of each month.

      Mortgage Rates; Calculations of Interest. In general, 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


                                       77



"--ARD Loans," each of those mortgage loans that has an anticipated repayment
date 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 offering prospectus. The mortgage interest rates of the
mortgage loans range from 5.3800% per annum to 7.0000% per annum and, as of the
cut-off date, the weighted average of those mortgage interest rates was 5.8536%
per annum. The mortgage interest rates of the mortgage loans in loan group 1
range from 5.3800% to 7.0000% per annum and, as of the cut-off date, the
weighted average of those mortgage interest rates was 5.8823% per annum. The
mortgage interest rates of the mortgage loans in loan group 2 range from 5.3900%
to 6.4850% per annum and, as of the cut-off date, the weighted average of those
mortgage interest rates was 5.7922% per annum.

      Two hundred sixty-eight (268) of the mortgage loans, representing
approximately 99.3% of the initial mortgage pool balance (216 of mortgage loans
in loan group 1, representing approximately 99.0% of the initial loan group 1
balance, and 52 of mortgage loans in loan group 2, representing approximately
100% of the initial loan group 2 balance) will accrue interest on an Actual/360
Basis. Three (3) of the mortgage loans, representing approximately 0.7% of the
initial mortgage pool balance, and approximately 1.0% of the initial loan group
1 balance will accrue interest on a 30/360 Basis.

      Partial Interest-Only Balloon Loans. Eighty-nine (89) of the mortgage
loans, representing approximately 36.2% of the initial mortgage pool balance (71
mortgage loans in loan group 1, representing approximately 23.7% of the initial
loan group 1 balance, and eighteen (18) mortgage loans in loan group 2,
representing approximately 63.2% 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. Seventy-three (73) of the mortgage loans,
representing approximately 47.6% of the initial mortgage pool balance (52
mortgage loans in loan group 1, representing approximately 53.9% of the initial
loan group 1 balance, and 21 mortgage loans in loan group 2, representing
approximately 34.0% 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.

      Amortizing Balloon Loans. One hundred two (102) of the mortgage loans,
representing approximately 12.2% of the initial mortgage pool balance 89
mortgage loans in loan group 1, representing approximately 16.6% of the initial
loan group 1 balance, and 13 mortgage loans in loan group 2, representing
approximately 2.8% of the initial loan group 2 balance), are characterized by--

      o     no interest only period;

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


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      ARD Loans. Seven (7) of the mortgage loans, representing approximately
4.0% of the initial mortgage pool balance and approximately 5.8% of the initial
loan group 1 balance, is characterized by the following features:

      o     a maturity date that is more than 20 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 each such mortgage loan is listed on Annex A-1 to this offering
            prospectus;

      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 the
            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 the 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

      o     from and after its anticipated repayment date, the accelerated
            amortization of the 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.

      As discussed under "Ratings" in this offering prospectus, the ratings on
the respective classes of offered certificates do not represent any assessment
of whether any 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 each ARD loan, 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.


                                       79



      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;

      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.

      The mortgage loan, secured by the mortgage real property identified on
Annex A-1 to this offering prospectus as The Greens at McKinney, for which a
separate loan REMIC election has been previously made and which mortgage loan
represents approximately 0.4% of the initial mortgage pool balance may be
defeased by the related borrower prior to the second anniversary of the date of
initial issuance of the MLMT series 2007-C1 certificates.

      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 offering prospectus.

      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(1)
                                ---------------------------------
                                                                                   % INITIAL   % INITIAL
                                                                     % INITIAL       LOAN        LOAN
                                                 LOAN      LOAN       MORTGAGE      GROUP 1     GROUP 2
    PREPAYMENT PROVISIONS       MORTGAGE POOL   GROUP 1   GROUP 2   POOL BALANCE    BALANCE     BALANCE
-----------------------------   -------------   -------   -------   ------------   ---------   ---------

Def..........................        217          176       41         78.8%         76.6%       83.7%
YM1%.........................         24           15        9          8.1%          4.7%       15.4%
Def or YM1%..................         23           21        2          8.0%         11.3%        0.9%
YM1%, PP.....................          1            1        0          0.5%          0.7%        0.0%
Dec%.........................          2            2        0          0.5%          0.8%        0.0%
Def, Def or YM1%.............          1            1        0          0.1%          0.2%        0.0%
YM1%, Def or YM1%............          1            1        0          0.1%          0.1%        0.0%
YM0.5% ......................          1            1        0          3.4%          5.0%        0.0%
                                -------------   -------   -------   ------------   ---------   ---------
         TOTAL...............        270          218       52         99.6%         99.5%      100.0%
                                =============   =======   =======   ============   =========   =========

____________________
(1)   The chart above does not contain loan number 63, representing
      approximately 0.4% of the initial pool balance and approximately 0.5% of
      the initial loan group 1 balance as it contains no prepayment provisions.

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      For the purposes of the foregoing table, the 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     "YM0.5%" 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 0.5% of the prepaid
            amount;

      o     "Def or YM1%" means a period during which the borrower either (i)
            has the option to defease the mortgage loan or (ii) may prepay the
            mortgage loan together with payment of the greater of (x) a yield
            maintenance charge and (y) at least 1% of the prepaid amount;

      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; and

      o     "PP" means a prepayment consideration period during which the
            mortgage loan is prepayable together with a payment of a fixed
            percentage of the prepaid amount.

      Set forth below is information regarding the remaining terms of the
prepayment lock-out and prepayment lock-out/ defeasance periods, as applicable,
for the 269 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 139 months with
            respect to the entire mortgage pool, 139 months with respect to loan
            group 1 and 117 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 20 months with
            respect to the entire mortgage pool, 20 months with respect to loan
            group 1 and 21 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 86 months with
            respect to the entire mortgage pool, 81 months with respect to loan
            group 1 and 96 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


                                       81



      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 offering prospectus. 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 offering prospectus, "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. In the case of certain mortgage loans, if the entire principal
balance is not prepaid, the monthly principal and interest payment is reduced to
reflect the smaller principal balance.

      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.


                                       82



      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;

      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 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 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;

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


                                       83



      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 among and/or to additional tenant-in-common borrowers;

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

      o     other transfers similar in nature to the foregoing.

      Defeasance Loans. Two hundred seventeen (217) mortgage loans, representing
approximately 78.8% of the initial mortgage pool balance 176 mortgage loans in
loan group 1, representing approximately 76.6% of the initial loan group 1
balance and 41 mortgage loans in loan group 2, representing approximately 83.7%
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 generally prohibited. See "--Prepayment Lock-out
Periods" in this offering prospectus for a description of those periods during
which voluntary prepayments are prohibited.

      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 date 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.

      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 less than all of the real property securing any particular mortgage
loan or group of cross-collateralized mortgage loans is 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 (or portion thereof) to be released and the portion of the monthly debt
service payments attributable to the property (or portion thereof) to be
released, (ii) an estimated or otherwise determined sales price of the property
(or portion thereof) to be released or (iii) the achievement or maintenance of a
specified debt service coverage ratio with respect to the real property


                                       84



that is not being released. Seventeen (17) mortgage loans, representing
approximately 32.1% of the initial mortgage pool balance 14 mortgage loans in
loan group 1, representing approximately 21.2% of the initial loan group 1
balance, and three (3) mortgage loan in loan group 2, representing approximately
55.4% 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.

      With the exception of the mortgage loan identified on Annex A-1 to this
offering prospectus as The Greens at McKinney, for which a separate loan REMIC
election has been previously made, 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 offering prospectus.

COLLATERAL SUBSTITUTION AND PARTIAL RELEASES OTHER THAN IN CONNECTION WITH
DEFEASANCE

      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, and
(ii) the partial release of a portion of the mortgaged real property. Below is a
discussion of the mortgage loans that permit property substitution and partial
release other than in connection with defeasance.

      Property Substitutions. Certain of the mortgage loans entitle the related
borrowers to substitute one or more of the related mortgaged real properties or
a portion of the related mortgaged real property with one or more properties
that did not initially constitute part of the security for the related mortgage
loan. The following paragraphs describe examples of mortgage loans that permit
property substitutions.

      In the case of the mortgage loan (loan number 4) identified on Annex A-1
to this offering prospectus as DRA/Colonial Office Portfolio, representing 6.1%
of the initial mortgage pool balance and approximately 8.9% of the initial loan
group 1 balance, the related loan documents permit the release of up to 50% of
the individual properties from the lien of the security instrument and the
substitution of the released property with real property upon satisfaction of
certain conditions, including without limitation, (1) that the loan-to-value
ratio following the substitution is not greater than 79.5%, (2) the debt service
coverage ratio following the release is equal to or greater than 1.41x, (3) the
sum of the allocated loan amount of the individual property plus the allocated
loan amounts of all other individual properties which have previously been
substituted does not exceed 50% of the original principal balance of the
mortgage loan, and (4) if requested by lender, receipt of confirmation from each
applicable rating agency that the substitution will not result in a
qualification, downgrade or withdrawal of any of the then-current ratings of the
offered certificates.

      In the case of the mortgage loans (loan numbers 6, 7, 8 and 9) identified
on Annex A-1 to this offering prospectus as U-Haul SAC 14, U-Haul SAC 15, U-Haul
SAC 16 and U-Haul SAC 17, representing approximately 3.3% of the initial
mortgage pool balance and approximately 4.9% of the initial loan group 1
balance, the related loan documents permit one time during the term of the loan
after the permitted defeasance date the release of real properties from the lien
of the related security instruments that, in the aggregate, comprise no greater
than thirty percent (30%) of the original principal balance of the loan and the
substitution of the released property with real property of like use, kind and
quality and subject to the satisfaction of certain conditions, specifically (1)
no default shall have occurred and be continuing; delivery of a satisfactory
appraisal, title policy, survey, phase I environmental report, engineer's report
and other property related information for each of the properties being
substituted; (3) satisfaction of certain LTV and DSCR tests as follows: (i) a
LTV for the remaining properties of not greater than the lesser of (A) 71% and
(B) the LTV for the remaining properties immediately prior to the substitution,
(ii) a DSCR for the remaining properties which is equal to or greater than the
greater of (X) 1.35x


                                       85



and (Y) the DSCR for the remaining properties for the 12 months immediately
preceding the substitution (including the property being released and excluding
the property being substituted), and (iii) a DSCR for the property being
substituted that is at least equal to the DSCR for the property being released;
and (4) receipt of written confirmation from the rating agencies that the
proposed substitution will not result in a qualification, downgrade or
withdrawal of the respective ratings in effect immediately prior to such release
and substitution.

      In the case of the mortgage loan (loan number 19) identified on Annex A-1
to this offering prospectus as Amylin, representing 0.9% of the initial mortgage
pool balance and approximately 1.3% of the initial loan group 1 balance, the
related loan documents permit the release of any one individual property once
over life of the mortgage loan from the lien of the security instrument and the
substitution of the released property with real property upon satisfaction of
certain conditions, including without limitation, (1) that post-substitution
loan-to-value ratio would be greater than 67.3% and (2) the replacement property
shall (a) have equal or greater appraised value, (b) have equal or better
physical condition, (c) be a building substantially similar in size, use and
quality to the substituted property; (d) have lease terms no less favorable than
existing Gensia/Amylin lease; and (e) be in a location having similar or greater
attributes as substituted property, including submarket strength, population and
accessibility; (3) the debt service coverage ratio will be at least equal to
1.20x; and (4) if requested by lender, receipt of confirmation from each
applicable rating agency that the substitution will not result in a
qualification, downgrade or withdrawal of any of the then-current ratings of the
offered certificates.

      In the case of the mortgage loan (loan number 117) identified on Annex A-1
to this offering prospectus as FRIH Taco, LLC, representing 0.2% of the initial
mortgage pool balance and approximately 0.2% of the initial loan group 1
balance, the related loan documents permit the release of up to two of any
constituent properties from the lien of the security instrument and the
substitution of the released property with real property upon satisfaction of
certain conditions, including without limitation, the replacement property's (1)
having (a) equal or greater appraised value than substituted property, (b) equal
or better market characteristics and locational attributes (including submarket
strength and size, population and accessibility) than substituted property; and
(c) equal or better physical condition than substituted property, and (2) being
unimproved other than as a restaurant that has a quality and size, and value and
income ratios similar to building at substitute property.

      In the case of the mortgage loan (loan number 212) identified on Annex A-1
to this offering prospectus as Broadstone Taco Bell Portfolio, representing 0.1%
of the initial mortgage pool balance and approximately 0.1% of the initial loan
group 1 balance, the related loan documents permit the release of either
property from the lien of the security instrument and the substitution of the
released property with real property upon satisfaction of certain conditions,
including without limitation, the replacement property's (1) having (a) equal or
greater appraised value and operating history than substituted property, (b)
equal or better market characteristics and locational attributes (including
submarket strength and size, population and accessibility) than substituted
property; and (c) equal or better physical condition than substituted property,
and (2) being unimproved other than as a restaurant that has a quality and size,
and value and income ratios similar to building at substitute property.

      In the case of the mortgage loan (loan number 270) identified on Annex A-1
to this offering prospectus as Circle K - Raleigh, representing 0.02% of the
initial mortgage pool balance and approximately 0.03% of the initial loan group
1 balance, the related loan documents permit the release of the subject property
from the lien of the security instrument and the substitution of the released
property with real property upon satisfaction of certain conditions, including
without limitation, the replacement property's (1) having (a) equal or greater
appraised value and operating history than substituted property, (b) equal or
better market characteristics and locational attributes (including submarket
strength and size, population and accessibility) than substituted property; and
(c) equal or better physical condition than substituted property, and (2) being
unimproved other than as a restaurant that has a quality and size, and value and
income ratios similar to building at substitute property.

      Property Releases. The following paragraphs describe examples of mortgage
loans as to which the related borrower may obtain a release of one or more
portions of the related mortgaged real property other than by


                                       86



partially defeasing the subject mortgage loans with U.S. Treasury obligations or
other non-callable government securities.

      In the case of the mortgage loan (loan number 4) identified on Annex A-1
to this offering prospectus as DRA/Colonial Office Portfolio, representing 6.1%
of the initial mortgage pool balance and approximately 8.9% of the initial loan
group 1 balance, the related loan documents permit, in addition to a partial
release in connection with a partial defeasance, the release of that portion of
the Colonial Town Park Property which contains the Ruth's Chris restaurant (the
"Ruth's Chris Property") from the lien of the security instrument, subject to
the satisfaction of certain conditions, including: (A) Borrower's paying to the
lender an amount equal to the sum of (1) the greater of (a) the net proceeds for
the sale of the Ruth's Chris Property and (b) $2,160,000, and (2) any additional
amount which would be required to purchase defeasance securities to partially
defease the amount of the DRA/Colonial Office Portfolio Loan being prepaid, (B)
a legal subdivision is completed between the Ruth's Chris Property and the
remainder of the Colonial Town Park Property, and (C) if requested by lender,
delivery of "no downgrade" confirmation from applicable rating agencies.

      In the case of the mortgage loan (loan number 5) identified on Annex A-1
to this offering prospectus as Och-Ziff Retail Portfolio, the related loan
documents permit a one-time right to obtain the release (the "Early Release") of
any one (but not more than one) individual property ("the Early Release
Property") prior to August 6, 2010, but not sooner than August 6, 2008 upon the
satisfaction of certain conditions including, but not limited to: (i) the sale
of such property is pursuant to an arms' length agreement to an unaffiliated
third party; (ii) payment of a release price equal to 100% of the allocated loan
amount for such property; and (iii) after giving effect to such release, the
debt service coverage ratio for all of the then remaining individual properties
will be no less than the greater of (a) 1.20x and (b) the lesser of (1) the debt
service coverage ratio immediately proceeding such release or (2) 1.30x. Any
prepayment made in connection with the Early Release will be without any yield
maintenance premium; however if the allocated loan amount for the Early Release
Property together with the allocated loan amount for the Chick-Fil-A Parcel (as
defined below) (if the same has been released pursuant to the related loan
documents) is more than $42,600,000, then the borrower shall pay a yield
maintenance premium on such excess, as set forth in the loan documents.

      Further, on any monthly payment date after August 6, 2010, the borrower
may obtain the release of individual properties upon the satisfaction of certain
conditions including, but not limited to: (i) the sale of any such property is
pursuant to an arms' length agreement not to an affiliated third party; (ii)
payment of a release price equal to 110% of the allocated loan amount for such
property (together with the applicable yield maintenance payment); and (iii)
after giving effect to such release, the debt service coverage ratio for all of
the then remaining individual properties must be no less than the greater of (a)
1.20x and (b) the lesser of (1) the debt service coverage ratio immediately
proceeding such release or (2) 1.30x.

      Additionally, the related loan documents permit the right at any time to
obtain the release of the parcel occupied by Chick-Fil-A (the "Chick-Fil-A
Parcel") upon the satisfaction of certain conditions including, but not limited
to: (i) such release is in connection with and pursuant to the sale of the
Chick-Fil-A Parcel to the tenant under the Chick-Fil-A lease; (ii) the
Chick-Fil-A Parcel constitutes a separate, legally subdivided parcel of land and
a separate tax lot; and (iii) payment of a release price equal to 100% of the
allocated loan amount for the Chick-Fil-A Parcel, together with, if such release
occurs prior to August 6, 2008, a yield maintenance payment equal to the amount
of interest that would be payable on such amount through August 6, 2008. If the
release of Chick-Fil-A Parcel occurs after August 6, 2008, then no yield
maintenance premium shall be required; provided, that if the allocated loan
amount for the Chick-Fil-A Parcel together with the allocated loan amount for
the Early Release Property is more than $42,600,000 (i.e. 15% of the principal
amount of the Loan), then the borrower shall pay a yield maintenance premium on
such excess, as set forth in the loan documents.

      In the case of the mortgage loan (loan number 13) identified on Annex A-1
to this offering prospectus as Mann & Sylmar Biomedical Parks, at any time after
the permitted defeasance date (two years from the date of initial issuance of
the offered certificates), in the event that tenant Advanced Bionics exercises
its option to


                                       87



purchase the Advanced Bionics parcel pursuant to and in accordance with the
terms of its lease, the related borrower shall be permitted to partially defease
the mortgage loan and the lender will release the Advanced Bionics parcel from
the lien of the mortgage upon satisfaction of the conditions set forth in the
loan documents and payment of the sum of (i) $22,993,750 (the "Release Price"),
(ii) an amount (the "DSCR Amount") which, if applied to pay down the loan would
cause the debt service coverage ratio to equal the greater of (a) 1.20x
(assuming a thirty (30) year amortization schedule) and (b) the debt service
coverage ratio for all of the mortgaged real property including the Advanced
Bionics parcel immediately prior to the release of the Advanced Bionics parcel
and (iii) an amount (the "LTV Amount") which, if applied to pay down the
mortgage loan would cause the loan-to-value ratio to be no greater than (i) the
loan-to-value ratio for the mortgaged real properties, including the Advanced
Bionics parcel, to be released as of the closing date and (ii) the loan-to-value
ratio for the mortgaged real properties , including the Advanced Bionics parcel,
to be released) immediately prior to the release of the Advanced Bionics parcel
compliance with the terms set forth in the applicable loan documents.

      In addition, if Advanced Bionics exercises its option to purchase the
Advanced Bionics parcel pursuant to, and in accordance with the terms of the
related loan documents prior to the permitted defeasance date, the lender will
be required to release the Advanced Bionics parcel from the lien of the mortgage
upon satisfaction of the conditions set forth in the loan documents and payment
of the sum of (i) the Release Price, (ii) the DSCR Amount, (iii) the LTV Amount
and (iv) the prepayment premium equal to the greater of (A) 1% of the
outstanding principal amount of the Loan being prepaid and (B) a yield
maintenance amount.

      In the case of the mortgage loan (loan number 10) identified on Annex A-1
to this offering prospectus as B2 Portfolio, representing 3.2% of the initial
mortgage pool balance and approximately 10.1% of the initial loan group 2
balance, the related loan documents permit, following prepayment lockout, the
release of any of 11 constituent properties subject to certain conditions,
including (1) payment of partial release consideration equal to 110% of
allocated loan amount for release property (together with applicable prepayment
charge); (2) debt service coverage ratio of remaining properties (excluding any
mezzanine debt) must be the greater of (a) 1.20x or (b) debt service coverage
ratio prior to release; also, Borrower may pay down outstanding principal
balance of loan (including applicable prepayment premium) to satisfy debt
service coverage ratio and/or loan-to-value tests; and (3) no release permitted
if outstanding principal balance, after the permitted release, would be less
than $16,600,000.

      In addition to the release provisions described above, some of the
mortgage loans that we intend to include in the assets of the issuing entity may
permit 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 (but may not have been
excluded from the appraised value of the related mortgaged real property).
Certain such releases may be permitted after the related borrower has
constructed structures on a vacant portion of the related mortgaged real
property, provided such improvement is not yet income producing.

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 offering prospectus. Some of the terms that appear in those exhibits, as
well as elsewhere in this offering prospectus, are defined or otherwise
discussed in the glossary to this offering prospectus. The statistics in the
tables and schedules on Annexes A-1, A-2, B and C to this offering prospectus
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.


                                       88



SIGNIFICANT MORTGAGE LOANS

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




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

Empirian Multifamily
Portfolio Pool 1               MLML          1/78      $  384,750,000       9.4%           0.0%          29.7%
Empirian Multifamily
Portfolio Pool 3               MLML          1/79         330,250,000       8.1            0.0           25.5
Town Center at Cobb            MLML          1/1          280,000,000       6.9           10.1            0.0
DRA / Colonial Office
Portfolio                       WFB          1/19         247,302,419       6.1            8.9            0.0
Och-Ziff Retail Portfolio     LaSalle        1/11         140,000,000       3.4            5.0            0.0
U-Haul SAC 14, 15, 16, 17      MLML          4/32         135,891,937       3.3            4.9            0.0
B2 Portfolio                   GECC          1/11         130,500,000       3.2            0.0           10.1
Gwinnett Place                 MLML          1/1          115,000,000       2.8            4.1            0.0
1101 New York Avenue            WFB          1/1          112,500,000       2.8            4.0            0.0
Mann & Sylmar Biomedical
Parks                          MLML          1/2           65,000,000       1.6            2.3            0.0
                                          ----------   --------------   ------------   ------------   ------------
TOTAL/WEIGHTED AVERAGE                      13/235     $1,941,194,355      47.6%          39.4%          65.2%
                                          ==========   ==============   ============   ============   ============


                                                          CUT-OFF
                                                           DATE
                                                         PRINCIPAL
                                            PROPERTY      BALANCE              CUT-OFF
                                              SIZE          PER                  DATE
                              PROPERTY      SF/UNITS/    SF/UNIT/                LTV
        LOAN NAME               TYPE        ROOMS(1)     ROOMS(2)    DSCR(2)   RATIO(2)
-------------------------   ------------   -----------   ---------   -------   --------

Empirian Multifamily
Portfolio Pool 1            Multifamily         7,964    $  48,311    1.17x     77.5%
Empirian Multifamily
Portfolio Pool 3            Multifamily         6,860       48,141    1.17      77.3
Town Center at Cobb            Retail         558,869          501    1.19      79.8
DRA / Colonial Office
Portfolio                     Various       5,227,519          142    1.43      79.5
Och-Ziff Retail Portfolio      Retail       2,311,252          123    1.27      66.3
U-Haul SAC 14, 15, 16, 17   Self Storage    1,792,554           76    1.38      69.2
B2 Portfolio                Multifamily         2,904       44,938    1.29      74.9
Gwinnett Place                 Retail         566,908          203    1.91      74.2
1101 New York Avenue           Office         390,994          575    1.06      70.2
Mann & Sylmar Biomedical
Parks                        Mixed Use        790,013           82    1.50      63.7
                                           -----------   ---------   -------   --------
TOTAL/WEIGHTED AVERAGE                                                1.28x     75.4%
                                                                     =======   ========



____________________
(1)   Property size is indicated in square feet, except with respect to
      multifamily properties (in which case it is indicated in dwelling units).

(2)   In the case of any Pari Passu Trust Mortgage Loan, the cut-off date
      principal balance per square foot, 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 under the
      subject mortgage loan and the related Pari Passu Non-Trust Loan(s)
      (including in the case of loan number 4, a Pari Passu Non-Trust Loan to be
      advanced in the future) and, in the case of the cut-off date principal
      balance per square foot and the cut-off date loan-to-value ratio, the cut
      off date principal balance of the subject mortgage loan and the related
      Pari Passu Non-Trust Loan(s) (including in the case of loan number 4, a
      Pari Passu Non-Trust Loan to be advanced in the future).

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

THE LOAN COMBINATIONS

      General. The mortgage pool will include nine (9) 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 by virtue of relevant
provisions contained in the related loan documents. 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.


                                       89



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



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 U/W DSCR (NCF)
                                                                          RELATED                               AND CUT-OFF DATE
                     MORTGAGE LOANS THAT ARE                            PARI PASSU        RELATED B-NOTE     LOAN-TO-VALUE RATIO OF
                    PART OF A LOAN COMBINATION                        NON-TRUST LOAN      NON-TRUST LOANS    ENTIRE LOAN COMBINATION
-------------------------------------------------------------------- ------------------- ------------------- -----------------------
 MORTGAGED REAL PROPERTY NAME                         % OF INITIAL                                                     CUT-OFF DATE
(AS IDENTIFIED ON ANNEX A-1 TO     CUT-OFF DATE         MORTGAGE       CUT-OFF DATE        CUT-OFF DATE      U/W NCF   LOAN-TO-VALUE
  THIS OFFERING PROSPECTUS)      PRINCIPAL BALANCE    POOL BALANCE   PRINCIPAL BALANCE   PRINCIPAL BALANCE    DSCR         RATIO
-------------------------------------------------------------------- ------------------- ------------------- -----------------------

DRA/Colonial Office Portfolio     $  247,302,419          6.1%       $  494,604,837(1)          NAP           1.43         79.5
Och-Ziff Retail Portfolio         $  140,000,000(3)       3.4%       $  144,000,000(2)          NAP           1.27         66.3
1101 New York Avenue              $  112,500,000          2.8%       $  112,500,000             NAP           1.06         70.2
600 West Chicago                  $   64,750,000          1.6%       $  200,250,000             NAP           1.40         79.7
Encanto - SLB Puerto Rico         $   18,265,767          0.4%              NAP            $  6,700,000       1.45         71.1
Lexus of Fremont                  $   14,988,473          0.4%              NAP            $  3,000,000       1.42         73.0
Stone Ridge Apartments            $   14,000,000          0.3%              NAP            $    930,000       1.04         80.3
Fairfield Inn Potomac Mills       $    9,440,000          0.2%              NAP            $    590,000       1.13         85.0
Toledo Hilton                     $    9,300,000          0.2%              NAP            $    600,000       1.60         79.2
------------------------------------------------------------------- -------------------- ------------------- -----------------------


____________________
(1)   Assumes a future advance of up to $153,684,437 will be fully disbursed by
      the cut-off date. See portion of Annex C titled "Ten Largest Mortgage
      Loans--DRA/Colonial Office Portfolio."

(2)   Assumes a future advance of $49,081,690 will be disbursed to the related
      borrower by July 25, 2007.

(3)   Assumes a future advance of $47,718,310 will be disbursed to the related
      borrower by July 25, 2007. See portion of Annex C titled "Ten Largest
      Mortgage Loans--Och-Ziff Retail Portfolio."

THE DRA/COLONIAL OFFICE PORTFOLIO LOAN COMBINATION

      General. The DRA/Colonial Office Portfolio Trust Mortgage Loan, which
represents 6.1% of the initial mortgage pool balance and 8.9% of the initial
loan group 1 balance, has a cut-off date principal balance of $247,302,419. The
DRA/Colonial Office Portfolio Mortgaged Properties also secure two (2) other
mortgage loans that are pari passu in right of payment and in other respects
with the DRA/Colonial Office Portfolio Trust Mortgage Loan. The DRA/Colonial
Office Portfolio Pari Passu Non-Trust Loans have an aggregate principal balance
as of the cut-off date of $392,148,546, subject to the related borrower's right
to a future advance of an additional $153,684,437 prior to August 15, 2007,
assuming compliance with the loan agreement, from Wells Fargo Bank, National
Association. The DRA/Colonial Office Portfolio Pari-Passu Non-Trust Loans are
currently held by Wells Fargo Bank, National Association, but are expected to be
conveyed into future securitizations.

      The holders of the DRA/Colonial Office Portfolio Loan Combination have
entered into the DRA/Colonial Office Portfolio Co-Lender Agreement, which
provides that expenses, losses and shortfalls relating to the DRA/Colonial
Office Portfolio Loan Combination will be allocated, on a pro rata and pari
passu basis, among the holders of the DRA/Colonial Office Portfolio Pari Passu
Trust Mortgage Loan and the DRA/Colonial Office Portfolio Pari-Passu Non-Trust
Loans.

      Servicing. The DRA/Colonial Office Portfolio Co-Lender Agreement generally
provides that the DRA/Colonial Office Portfolio Loan Combination will be
serviced pursuant to the DRA/Colonial Office Portfolio Co-Lender Agreement and
the MLMT series 2007-C1 pooling and servicing agreement by the applicable master
servicer and the special servicer.

      Distributions. Under the terms of the DRA/Colonial Office Portfolio
Co-Lender Agreement, any payment (whether of principal or interest or prepayment
under the DRA/Colonial Office Portfolio Loan Combination, or any proceeds
relating to the DRA/Colonial Office Portfolio Mortgaged Property) will be
applied to the DRA/Colonial Office Portfolio Trust Mortgage Loan and the
DRA/Colonial Office Portfolio Pari Passu Non-Trust Loans on a pro rata and pari
passu basis according to their respective outstanding principal balances.


                                       90



      Consultation and Consent. Any decision to be made with respect to the
DRA/Colonial Office Portfolio Loan Combination that requires the approval of a
"controlling holder" or otherwise requires approval under the DRA/Colonial
Office Portfolio Co-Lender Agreement will require approval of the MLMT series
2007-C1 controlling class representative provided that the applicable master
servicer and special servicer will also be required to consult on a non-binding
basis with the controlling class with respect to the securitization of each
DRA/Colonial Office Portfolio Pari Passu Non-Trust Loan (to the extent that any
such loans are included in a securitization) or, if such loan or loans are not
included in a securitization, the related holder(s) of the DRA/Colonial Office
Portfolio Pari Passu Non-Trust Loan(s). The termination of the special servicer
and appointment of a successor special servicer solely with respect to the
DRA/Colonial Office Portfolio Loan Combination must be consented to and may be
directed by the holders of the MLMT series 2007-C1 controlling class after
consulting with the holders of the DRA Office Portfolio Pari Passu Non-Trust
Loans.

OCH-ZIFF RETAIL PORTFOLIO LOAN COMBINATION

      General. The Och-Ziff Retail Portfolio Trust Mortgage Loan, representing
3.4% of the initial mortgage pool balance and 5.0% of the initial loan group 1
balance, has a cut-off date principal balance of $140,000,000. The Och-Ziff
Retail Portfolio mortgaged properties also secure one (1) other mortgage loan
having a cut-off date principal balance of $144,000,000 that is pari passu in
right of payment and in other respects with the Och-Ziff Retail Portfolio Trust
Mortgage Loan and is currently held by UBS Securities Real Estate Securities
Inc. and is expected to be conveyed into a future securitization.

      The holders of the Och-Ziff Retail Portfolio Loan Combination have entered
into the Och-Ziff Retail Portfolio Co-Lender Agreement. The Och-Ziff Retail
Portfolio Co-Lender Agreement provides that expenses, losses and shortfalls
relating to the Och-Ziff Retail Portfolio Loan Combination will be allocated, on
a pro rata and pari passu basis, between the Och-Ziff Retail Portfolio
Co-Lenders.

      Servicing. The Och-Ziff Retail Portfolio Co-Lender Agreement generally
provides that the Och-Ziff Retail Portfolio Loan Combination will be serviced
pursuant to the Och-Ziff Retail Portfolio Co-Lender Agreement and the MLMT
2007-C1 pooling and servicing agreement by the applicable master servicer and
the special servicer, for the benefit of all lenders as a collective whole. In
the event of any conflict between the terms of the Och-Ziff Retail Portfolio
Co-Lender Agreement and the pooling and servicing agreement, the terms of the
Och-Ziff Retail Portfolio Co-Lender Agreement will control.

      Distributions. Under the terms of the Och-Ziff Retail Portfolio Co-Lender
Agreement, any payment (whether of principal or interest or prepayment under the
Och-Ziff Retail Portfolio or any proceeds relating to the Och-Ziff Retail
Portfolio Mortgaged Property) will be applied to the Och-Ziff Retail Portfolio
Trust Mortgage Loan and the Och-Ziff Retail Portfolio Pari Passu Non-Trust Loan
on a pro rata and pari passu basis according to their respective outstanding
principal balances.

      Consultation and Consent. Any decision to be made with respect to the
Och-Ziff Retail Portfolio Loan Combination that requires the approval of a
"controlling holder" or otherwise requires approval under the Och-Ziff Retail
Portfolio Co-Lender Agreement will require approval of the Och-Ziff Retail
Portfolio Controlling Party after consultation with the controlling class
representative for our MLMT series 2007-C1 securitization. The Och-Ziff Retail
Portfolio Controlling Party, after consultation with the controlling class
representative for our MLMT series 2007-C1 certificates, may terminate the
special servicer and appoint a successor special servicer with respect to the
Och-Ziff Retail Portfolio Loan Combination. Any successor special servicer must
meet the requirements set forth in the applicable servicing agreement, and any
such appointment shall be subject to receipt by the trustee 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.


                                       91



THE 1101 NEW YORK AVENUE LOAN COMBINATION

      General. The 1101 New York Avenue Trust Mortgage Loan, which represents
2.8% of the initial mortgage pool balance and 4.0% of the initial loan group 1
balance, has a cut-off date principal balance of $112,500,000. The 1101 New York
Avenue Mortgaged Property also secures one (1) other mortgage loan that is pari
passu in right of payment and in other respects with the 1101 New York Avenue
Trust Mortgage Loan. The 1101 New York Avenue Pari Passu Non-Trust Loan has an
aggregate principal balance as of the cut-off date of $112,500,000 and is
currently held by Wells Fargo Bank, National Association.

      The holders of the 1101 New York Avenue Loan Combination have entered into
the 1101 New York Avenue Co-Lender Agreement, which provides that expenses,
losses and shortfalls relating to the 1101 New York Avenue Loan Combination will
be allocated, on a pro rata and pari passu basis, among the holders of the 1101
New York Avenue Pari Passu Mortgage Loan and the 1101 New York Avenue Pari Passu
Non-Trust Loan.

      Servicing. The 1101 New York Avenue Co-Lander Agreement generally provides
that the 1101 New York Avenue Loan Combination will be serviced pursuant to the
1101 New York Avenue Co-Lender Agreement and the MLMT series 2007-C1 pooling and
servicing agreement by the applicable master servicer and the special servicer.

      Distributions. Under the terms of the 1101 New York Avenue Co-Lender
Agreement, any payment (whether of principal or interest or prepayment under the
1101 New York Avenue Loan Combination, or any proceeds relating to the 1101 New
York Avenue Mortgaged Property) will be applied to the 1101 New York Avenue
Trust Mortgage Loan and the 1101 New York Avenue Pari Passu Non-Trust Loan on a
pro rata and pari passu basis according to their respective outstanding
principal balances.

      Consultation and Consent. Any decision to be made with respect to the 1101
New York Avenue Loan Combination that requires the approval of a "controlling
holder" or otherwise requires approval under the 1101 New York Avenue Co-Lender
Agreement will require approval of the MLMT series 2007-C1 controlling class
representative; provided that the master servicer and the special servicer will
also be consult on a non-binding basis with the controlling class with respect
to the 1101 New York Avenue Non-Trust Loan (to the extent that such loan is
included in a securitization) or, if such loan is not included in a
securitization, the holder of the 1101 New York Avenue Pari Passu Non-Trust
Loan, provided that, the termination of the special servicer and appointment of
a successor special servicer solely with respect to the 1101 New York Avenue
Loan Combination must be consented to and may be directed by the holders of the
MLMT series 2007-C1 controlling class after consultation with the holder of the
1101 New York Avenue Pari Passu Non-Trust Loan.

THE 600 WEST CHICAGO LOAN COMBINATION

      General. The 600 West Chicago Trust Mortgage Loan, representing 1.6% of
the initial mortgage pool balance and 2.3% of the initial loan group 1 balance,
has a cut-off date principal balance of $64,750,000. The 600 West Chicago
Mortgaged Properties also secure three (3) other mortgage loans that are pari
passu in right of payment and in other respects with the 600 West Chicago Trust
Mortgage Loan. The 600 West Chicago Pari Passu Non-Trust Loans have aggregate
principal balances as of the cut-off date and current holders as listed in the
table below:

  PARI PASSU
NON-TRUST LOAN   AGGREGATE PRINCIPAL BALANCE        CURRENT/EXPECTED HOLDER
--------------------------------------------------------------------------------
     A-1              $     66,250,000                   CGCMT 2007-C6
     A-3              $     67,000,000         LaSalle Bank National Association
     A-4              $     67,000,000         LaSalle Bank National Association


                                       92



      The holders of the 600 West Chicago Loan Combination have entered into the
600 West Chicago Co-Lender Agreement. The 600 West Chicago Co-Lender Agreement
provides that expenses, losses and shortfalls relating to the 600 West Chicago
Loan Combination will be allocated, on a pro rata and pari passu basis, among
the 600 West Chicago Pari Passu Noteholders.

      Servicing. The 600 West Chicago Co-Lender Agreement generally provides
that the 600 West Chicago Loan Combination will be serviced pursuant to the 600
West Chicago Co-Lender Agreement and the CGCMT Series 2007-C6 Pooling and
Servicing Agreement by the applicable master servicer and the special servicer.

      Distributions. Under the terms of the 600 West Chicago Co-Lender
Agreement, any payment (whether of principal or interest or prepayment under the
600 West Chicago Pari Passu Non-Trust Loans and the 600 West Chicago Trust
Mortgage Loan, or any proceeds relating to the 600 West Chicago Mortgaged
Property) will be applied to the 600 West Chicago Trust Mortgage Loan and the
600 West Chicago Pari Passu Non-Trust Loans on a pro rata and pari passu basis
according to their respective outstanding principal balances.

      Consultation and Consent. Any decision to be made with respect to the 600
West Chicago Loan Combination that requires the approval of a "controlling
holder" or otherwise requires approval under the 600 West Chicago Co-Lender
Agreement will require approval of the CGCMT Series 2007-C6 controlling class
representative after consultation with the controlling class representative for
our MLMT series 2007-C1 certificates and the controlling classes with respect to
the other 600 West Chicago Pari-Passu Non-Trust Loans (to the extent that any
such loans are included in a securitization) or if such loan or loans are not
included in a securitization, the related 600 West Chicago Pari Passu
Noteholders, provided that, the termination of the special servicer and
appointment of a successor special servicer solely with respect to the 600 West
Chicago Loan Combination must be consented to by (i) a majority of the holders
of the CGCMT Series 2007-C6 controlling class and (ii) (a) a majority of the
holders of the controlling class of our MLMT series 2007-C1 certificates and a
majority of the holders of the controlling class of the other 600 West Chicago
Pari Passu Non-Trust Loans (to the extent that any of such loans are included in
a securitization) or (b) if such loan or loans are not included in a
securitization, the majority of the holders of each of the 600 West Chicago Pari
Passu Non-Trust Loans, as applicable.

THE ENCANTO-SLB PUERTO RICO LOAN COMBINATION

      General. The Encanto-SLB Puerto Rico Trust Mortgage Loan, which represents
approximately 0.4% of the initial mortgage pool balance and approximately 0.7%
of the initial loan group 1 balance, is secured by the Encanto-SLB Puerto Rico
Mortgaged Property. The borrower has encumbered the Encanto-SLB Puerto Rico
Mortgaged Property with junior debt, which constitutes the related B-Note
Non-Trust Loan. The aggregate debt consisting of the Encanto-SLB Puerto Rico
Trust Mortgage Loan and the related B-Note Non-Trust Loan, which two mortgage
loans constitute the Encanto-SLB Puerto Rico Loan Combination, is secured by a
single mortgage or deed of trust on the Encanto-SLB Puerto Rico Mortgaged
Property. The related B-Note Non-Trust Loan is currently being held by Wells
Fargo Bank, National Association and will not be included in the trust fund.

      The Encanto-SLB Puerto Rico Trust Mortgage Loan and related B-Note
Non-Trust Loan are cross-defaulted. The B-Note Non-Trust Loan has the same
maturity date, amortization schedule and prepayment structure as the Encanto-SLB
Puerto Rico Trust Mortgage Loan.

      The trust, as the holder of the Encanto-SLB Puerto Rico Trust Mortgage
Loan, and the holder of the B-Note Non-Trust Loan are parties to the Encanto-SLB
Puerto Rico Intercreditor Agreement. The servicing and administration of the
Encanto-SLB Puerto Rico Trust Mortgage Loan (and, to the extent described below,
the related B-Note Non-Trust Loan) will be performed by the applicable master
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 the B-Note
Non-Trust Loan as described in the Encanto-SLB Puerto Rico Intercreditor
Agreement. The following describes certain provisions of the Encanto-SLB Puerto
Rico Intercreditor Agreement.


                                       93



      Allocation of Payments Between the Encanto-SLB Puerto Rico Trust Mortgage
Loan and the Related B-Note Non-Trust Loan. The rights of the holder of the
related B-Note Non-Trust Loan to receive payments of interest, principal and
other amounts are subordinated to the rights of the holder of the Encanto-SLB
Puerto Rico Trust Mortgage Loan to receive such amounts. Escrow and reserve
payments will be made to the applicable master servicer on behalf of the trust
as the holder of the Encanto-SLB Puerto Rico Trust Mortgage Loan. Any voluntary
principal prepayments, including any prepayments resulting from the payment of
insurance proceeds or condemnation awards prior to the continuance of an event
of default will be applied on a pro rata basis. If an Encanto-SLB Puerto Rico
A/B Material Default occurs and is continuing with respect to the Encanto-SLB
Puerto Rico Loan Combination, then all amounts tendered by the borrower or
otherwise available for payment of the Encanto-SLB Puerto Rico Loan Combination
will be applied by the applicable master servicer (with any payments received by
the holder of the related B-Note Non-Trust Loan after and during an Encanto-SLB
Puerto Rico A/B Material Default to be forwarded to the applicable master
servicer), net of certain amounts, as follows:

      o     first, to the note A holder in an amount equal to the accrued and
            unpaid interest on the Note A principal balance;

      o     second, to the note A holder in an amount equal to the Note A
            principal balance, until such time as the unpaid principal amount of
            such Note has been reduced to zero and all accrued and unpaid
            interest and all other amounts (other than prepayment premiums) due
            in respect of such Note have been paid in full;

      o     third, to the note A holder up to the amount of any unreimbursed
            costs and expenses paid by the note A holder (or paid or advanced by
            any servicer or the trustee on its behalf and not previously paid or
            reimbursed) with respect to the Mortgage Loan pursuant to the
            pooling and servicing agreement;

      o     fourth, to the note B holder, in an amount equal to the accrued and
            unpaid interest on the Note B principal balance;

      o     fifth, to the note B holder until such time as the unpaid principal
            amount of such Note has been reduced to zero and all accrued and
            unpaid interest and all other amounts due in respect of such Note
            have been paid in full (other than prepayment premiums);

      o     sixth, to the note A holder, in an amount equal to the pro rata
            share allocable to Note A of any prepayment premium, to the extent
            actually paid by the borrower;

      o     seventh, to the note B holder, in an amount equal to the pro rata
            share allocable to Note B of any prepayment premium, to the extent
            actually paid by the borrower;

      o     eighth, to the extent default interest or late payment charges on
            the Mortgage Loan are not required to be otherwise applied under the
            pooling and servicing agreement, any default interest in excess of
            the interest paid in accordance with clauses first through fifth
            above (i) first, to Note A up to an amount equal to interest at the
            Note A default interest rate on Note A and (ii) second, to Note B up
            to an amount equal to interest at the Note B default interest rate
            on Note B; and

      o     ninth, if any excess amount is paid by or on behalf of the borrower,
            and not otherwise applied in accordance with the foregoing clauses
            first to eighth, such remaining amount shall be paid as follows: (A)
            first to the respective note B holder, up to the amount of any
            unreimbursed cure payments paid by such note B holder with respect
            to the Mortgage Loan pursuant to the Encanto-SLB Puerto Rico
            Intercreditor Agreement, and (B) second, any remaining amount (other
            than late payment charges and default interest received from the
            borrower required to be otherwise applied


                                       94




            under the pooling and servicing agreement as described in clause
            eighth) to the note A holder and the note B holder in accordance
            with their respective initial percentage interests.

      Notwithstanding the foregoing, amounts payable with respect to the related
B-Note Non-Trust Loan will not be available to cover all costs and expenses
associated with the Encanto-SLB Puerto Rico Trust Mortgage Loan. Unless an
Encanto-SLB Puerto Rico A/B Material Default exists, payments of principal and
interest with respect to the related B-Note Non-Trust Loan will be made to the
holder of that 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, following the resolution of all Servicing
Transfer Events (and presumably all Encanto-SLB Puerto Rico A/B Material
Defaults) with respect to the Encanto-SLB Puerto Rico 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 the
related B-Note Non-Trust Loan will be payable solely out of funds allocable
thereto. However, special servicing compensation earned with respect to the
Encanto-SLB Puerto Rico Trust Mortgage Loan, as well as interest on related
Advances and various other servicing expenses, will be payable out of
collections allocable to that 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 the related B-Note
Non-Trust Loan to purchase the related Encanto-SLB Puerto Rico Trust Mortgage
Loan (as described below), the Encanto-SLB Puerto Rico Trust Mortgage Loan or
the B-Note Non-Trust Loan is modified in connection with a workout so that, with
respect to either the related Encanto-SLB Puerto Rico Trust Mortgage Loan or the
related 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 the Encanto-SLB
Puerto Rico Loan Combination, then all payments to the trust, as the holder of
the Encanto-SLB Puerto Rico Trust Mortgage Loan, will be made as if the workout
did not occur and the payment terms of the Encanto-SLB Puerto Rico Trust
Mortgage Loan will remain the same. In that case, the holder of the related
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 Encanto-SLB Puerto
Rico Trust Mortgage Loan or the related B-Note Non-Trust Loan attributable to
the workout (up to the outstanding principal balance, together with accrued
interest, of the B-Note Non-Trust Loan).

      Servicing of the Encanto-SLB Puerto Rico Loan Combination. The Encanto-SLB
Puerto Rico Trust Mortgage Loan and the related mortgaged real property will be
serviced and administered by the applicable master servicer and/or the special
servicer pursuant to the pooling and servicing agreement and the Encanto-SLB
Puerto Rico SLB Intercreditor Agreement. The applicable master servicer and/or
the special servicer will service and administer the related B-Note Non-Trust
Loan to the extent described below. The Servicing Standard will require the
applicable master servicer and the special servicer to take into account the
interests of both the trust and the holder of the related B-Note Non-Trust Loan
when servicing the Encanto-SLB Puerto Rico Loan Combination, with a view to (i)
the timely recovery of all scheduled payments of principal and interest under
the mortgage loans comprised by the Encanto-SLB Puerto Rico Loan Combination and
(ii) in the case of the special servicer, if such a mortgage loan comes into and
continues in default, the maximization of the recovery on those mortgage loans
for both the trust and the holder of the related B-Note Non-Trust Loan as a
collective whole, taking into account, to the extent consistent with the
Encanto-SLB Puerto Rico Intercreditor Agreement, the subordinate nature of the
B-Note Non-Trust Loan. The holder of the B-Note Non-Trust Loan will be deemed a
third-party beneficiary of the pooling and servicing agreement.

      The applicable master servicer and the special servicer have the sole and
exclusive authority to service and administer, and to exercise the rights and
remedies with respect to, the Encanto-SLB Puerto Rico Loan Combination. Subject
to certain limitations with respect to modifications and certain rights of the
holder of the related B-Note Non-Trust Loan to purchase the Encanto-SLB Puerto
Rico Trust Mortgage Loan (as discussed under "--Modifications" and "--Purchase
of the Encanto-SLB Puerto Rico Trust Mortgage Loan by the Holder of the Related
B-Note Non-Trust Loan"), the holder of the related B-Note Non-Trust Loan has no
voting, consent


                                       95



or other rights with respect to the applicable master servicer's or the special
servicer's administration of, or the exercise of its rights and remedies with
respect to, the Encanto-SLB Puerto Rico Loan Combination.

      Advances. Neither the master servicer nor the trustee is required to make
any P&I advances with respect to the related B-Note Non-Trust Loan. The holder
of the related B-Note Non-Trust Loan is not required to make any P&I advance
with respect to the Encanto-SLB Puerto Rico Trust Mortgage Loan or any servicing
advance with respect to the Encanto-SLB Puerto Rico Mortgaged Property. The
applicable master servicer and, if applicable, the trustee will make servicing
advances, if required, with respect to the Encanto-SLB Puerto Rico Mortgaged
Property. The special servicer may, but is not obligated to, make servicing
advances with respect to the Encanto-SLB Puerto Rico Mortgaged Property.

      Consent Rights. The holder of the Encanto-SLB Puerto Rico Note B Non-Trust
Loan will be entitled to advise the servicer with respect to certain actions
outlined in the related Encanto-SLB Puerto Rico Intercreditor Agreement, and the
servicer will not be permitted to take any such actions until it has notified
the holder of such Note B Non-Trust Loan in writing and obtained its consent to
such actions, which include the following:

      (i)     any modification or amendment of or waiver of any term that would
              result in the extension of the maturity date, a reduction of the
              applicable interest rate, or any prepayment premium, exit fee or
              yield maintenance charge, or a deferral or forgiveness of interest
              or principal, a modification or waiver of any other monetary term
              (other than default interest) or a modification or waiver of any
              provision which restricts the borrower from incurring additional
              indebtedness or from transferring the related mortgaged property
              or equity interests in the borrower;

      (ii)    increase the interest rate or principal amount;

      (iii)   the waiver of any "due-on-sale" clause and/or "due-on-encumbrance"
              clause;

      (iv)    any proposed or actual foreclosure upon or conversion of any
              related mortgaged property if the loan should become a specially
              serviced loan and continue in default or any acquisition by deed
              in lieu of foreclosure;

      (v)     any proposed or actual sale of the related property or the loan;

      (vi)    any release of the borrower, any guarantor or other obligor from
              liability;

      (vii)   any modification or amendment of, or waiver of any term of the
              loan that would result in a discounted pay-off;

      (viii)  any determination to bring any related property, which has become
              an REO property, into compliance with applicable environmental
              laws or to otherwise address hazardous materials located at such
              property;

      (ix)    any adoption or approval of a plan in a bankruptcy of the Mortgage
              Loan Borrower;

      (x)     any termination or consent to termination of the related property
              manager or a change in any franchise arrangement; or

      (xi)    any acceptance of an assumption agreement releasing the borrower
              from liability;

provided that the consent of the holder of the B-Note Non-Trust Loan will not be
required in connection with any modification or other action with respect to the
Encanto-SLB Puerto Rico Loan Combination after the occurrence of a control
appraisal event, as defined in the Encanto-SLB Puerto Rico Intercreditor
Agreement, which generally occurs if the B-Note Non-Trust Loan balance is
reduced to less than 25% of its outstanding principal balance by


                                       96



losses or application of an Appraisal Reduction Amount; and provided, further,
that no consent or failure to provide consent of the holder of the B-Note
Non-Trust Loan may cause the master servicer or special servicer to violate
applicable law or any term of the pooling and servicing agreement, including the
Servicing Standard. The holder of the related B-Note Non-Trust Loan may not
enter into any assumption, amendment, deferral, extension, increase or waiver of
that loan or the related loan documents without the prior written consent of the
trustee, as holder of the Encanto-SLB Puerto Rico Trust Mortgage Loan, acting
through the applicable master servicer and/or the special servicer as specified
in the pooling and servicing agreement.

      Purchase of the Encanto-SLB Puerto Rico Trust Mortgage Loan by the Holder
of the Related B-Note Non-Trust Loan. Upon the occurrence of any one of certain
defaults that are set forth in the Encanto-SLB Puerto Rico Intercreditor
Agreement, the holder of the related B-Note Non-Trust Loan will have the right
to purchase the Encanto-SLB Puerto Rico Trust Mortgage Loan at a purchase price
determined under the Encanto-SLB Puerto Rico Intercreditor Agreement and
generally equal to the sum of (a) the outstanding principal balance of the
Encanto-SLB Puerto Rico Trust Mortgage Loan, (b) accrued and unpaid interest on
the outstanding principal balance of the Encanto-SLB Puerto Rico Trust 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 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 Encanto-SLB Puerto Rico
Loan Combination by the applicable master servicer or the special servicer, (e)
any interest on any unreimbursed P&I advances made by the applicable master
servicer or the trustee with respect to the Encanto-SLB Puerto Rico Trust
Mortgage Loan, (f) any related master servicing fees, primary servicing fees,
special servicing fees and trustee's fees payable under the pooling and
servicing agreement excluding any exit or liquidation fees, and (g)
out-of-pocket expenses incurred by the trustee, the special servicer or the
master servicer with respect to the Encanto-SLB Puerto Rico Loan Combination
together with advance interest thereon.

      Option to Cure Defaults Under the Encanto-SLB Puerto Rico Trust Mortgage
Loan. The holder of the related B-Note Non-Trust Loan has the right to cure
monetary events of default under the Encanto-SLB Puerto Rico Trust Mortgage
Loan, and also has the right to cure certain non-monetary events of default,
provided that there may not be more than 3 consecutive cure events nor more than
6 cure events over the term of the loan.

LEXUS OF FREMONT LOAN COMBINATION

      General. The Lexus of Fremont Trust Mortgage Loan, which has a cut-off
date principal balance of $14,988,473 representing approximately 0.4% of the
initial mortgage pool balance and approximately 0.5% of the initial loan group 1
balance, is part of the Loan Combination that we refer to as the Lexus of
Fremont Loan Combination, which consists of the Lexus of Fremont Trust Mortgage
Loan and the Lexus of Fremont B-Note Non-Trust Loan, both of which are secured
by the mortgaged real property identified on Annex A-1 to this offering
prospectus as Lexus of Fremont. We intend to include the Lexus of Fremont Trust
Mortgage Loan in the trust fund. The Lexus of Fremont B-Note Non-Trust Loan was
sold immediately after origination to Astar Finance LLC, and will not be
included in the trust fund.

      The Lexus of Fremont Trust Mortgage Loan and the Lexus of Fremont B-Note
Non-Trust Loan are cross-defaulted. The Lexus of Fremont B-Note Non-Trust Loan
has the same maturity date and prepayment structure as the Lexus of Fremont
Trust Mortgage Loan. For purposes of the information presented in this offering
prospectus with respect to the Lexus of Fremont Trust Mortgage Loan, the
loan-to-value ratio and debt service coverage ratio information reflects only
the Lexus of Fremont Trust Mortgage Loan and does not take into account the
Lexus of Fremont B-Note Non-Trust Loan.

      The trust, as the holder of the Lexus of Fremont Trust Mortgage Loan, and
the holder of the Lexus of Fremont B-Note Non-Trust Loan are parties to an
intercreditor agreement, which we refer to as the Lexus of Fremont Intercreditor
Agreement. The servicing and administration of the Lexus of Fremont Trust
Mortgage


                                       97



Loan (and, to the extent described below, the Lexus of Fremont B-Note Non-Trust
Loan) will be performed by the applicable master servicer and the special
servicer on behalf of the trust (and, in the case of the Lexus of Fremont B-Note
Non-Trust Loan, on behalf of the holder of that loan). The following describes
certain provisions of the Lexus of Fremont Intercreditor Agreement.

      Priority of Payments. The rights of the holder of the Lexus of Fremont
B-Note Non-Trust Loan to receive payments of interest, principal and other
amounts are subordinated to the rights of the holder of the Lexus of Fremont
Trust Mortgage Loan to receive such amounts. So long as a Lexus of Fremont
Material Default has not occurred or, if a Lexus of Fremont Material Default has
occurred but is no longer continuing, the Lexus of Fremont Borrower will be
required to make separate payments of principal and interest to the holders of
the Lexus of Fremont Trust Mortgage Loan and the Lexus of Fremont 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 Lexus of Fremont
Trust Mortgage Loan. Any voluntary principal prepayments will be applied to the
Lexus of Fremont Trust Mortgage Loan and the Lexus of Fremont B-Note Non-Trust
Loan on a pro rata basis; 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 Lexus of Fremont Material Default. If a Lexus of Fremont Material
Default occurs and is continuing, then amounts tendered by the Lexus of Fremont
Borrower on the Lexus of Fremont B-Note Non-Trust Loan will generally be
subordinated to payments due with respect to the Lexus of Fremont Trust Mortgage
Loan and the amounts with respect to the Lexus of Fremont Loan Combination will
be paid in the following manner:

      o     first, to the holder of the Lexus of Fremont Trust Mortgage Loan, up
            to the amount of any unreimbursed costs and expenses paid by such
            entity;

      o     second, to the holder of the Lexus of Fremont Trust Mortgage Loan or
            its servicer, in an amount equal to the accrued and unpaid
            non-default interest;

      o     third, to the holder of the Lexus of Fremont Trust Mortgage Loan or
            its servicer, in an amount equal to the principal balance of the
            Lexus of Fremont Trust Mortgage Loan until paid in full;

      o     fourth, to the holder of the Lexus of Fremont B-Note Non-Trust Loan,
            in an amount equal to the accrued and unpaid non-default interest on
            the Lexus of Fremont B-Note Non-Trust Loan;

      o     fifth, to the holder of the Lexus of Fremont B-Note Non-Trust Loan,
            in an amount equal to the principal balance of the Lexus of Fremont
            B-Note Non-Trust Loan until paid in full;

      o     sixth, to the holder of the Lexus of Fremont Trust Mortgage Loan or
            its servicer, the applicable percentage interest of any prepayment
            premium, to the extent actually paid, in accordance with the portion
            of the Lexus of Fremont Trust Mortgage Loan so prepaid;

      o     seventh, to the holder of the Lexus of Fremont B-Note Non-Trust
            Loan, in an amount equal to the applicable percentage interest of
            any prepayment premium, to the extent actually paid, in accordance
            with the portion of the Lexus of Fremont B-Note Non-Trust Loan so
            prepaid;

      o     eighth, any default interest in excess of the interest paid (i)
            first, to the holder of the Lexus of Fremont Trust Mortgage Loan
            (ii) then, to the holder of the Lexus of Fremont B-Note Non-Trust
            Loan;

      o     ninth, any late payment charges, other than a prepayment premium or
            default interest, to the holder of the Lexus of Fremont Trust
            Mortgage Loan and the holder of the Lexus of Fremont B-Note
            Non-Trust Loan, pro rata, based upon the initial principal balances
            of those mortgage loans; and


                                       98



      o     tenth, any excess, to the holder of the Lexus of Fremont Trust
            Mortgage Loan and the holder of the Lexus of Fremont B-Note
            Non-Trust Loan, pro rata, based upon the initial principal balances
            of those mortgage loans.

      If, after the expiration of the right of the holder of the Lexus of
Fremont B-Note Non-Trust Loan to purchase the Lexus of Fremont Trust Mortgage
Loan (as described below), the Lexus of Fremont Trust Mortgage Loan or the Lexus
of Fremont B-Note Non-Trust Loan is modified in connection with a workout so
that, with respect to either the Lexus of Fremont Trust Mortgage Loan or the
Lexus of Fremont 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 the Lexus of Fremont
Loan Combination, then all payments to the trust, as the holder of the Lexus of
Fremont Trust Mortgage Loan, will be made as if the workout did not occur and
the payment terms of the Lexus of Fremont Trust Mortgage Loan will remain the
same. In that case, the holder of the Lexus of Fremont 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 Lexus of Fremont Trust Mortgage Loan or
the Lexus of Fremont B-Note Non-Trust Loan attributable to the workout (up to
the outstanding principal balance, together with accrued interest, of the Lexus
of Fremont B-Note Non-Trust Loan).

      Consent Rights. The ability of the applicable 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 Lexus of
Fremont B-Note Non-Trust Loan, the Lexus of Fremont Trust Mortgage Loan or the
related loan documents, is limited by the rights of the holder of the Lexus of
Fremont B-Note Non-Trust Loan to approve modifications and other actions as
contained in the Lexus of Fremont Intercreditor Agreement; provided that the
consent of the holder of the Lexus of Fremont B-Note Non-Trust Loan will not be
required in connection with any modification or other action with respect to the
Lexus of Fremont Loan Combination after the expiration of the right of the
holder of the Lexus of Fremont B-Note Non-Trust Loan to purchase the Lexus of
Fremont Trust Mortgage Loan; and provided, further, that no consent or failure
to provide consent of the holder of the Lexus of Fremont B-Note Non-Trust Loan
may cause the applicable master servicer or the special servicer to violate
applicable law or any term of the pooling and servicing agreement, including the
Servicing Standard. The holder of the Lexus of Fremont B-Note Non-Trust Loan may
not enter into any assumption, amendment, deferral, extension, increase or
waiver of the Lexus of Fremont B-Note Non-Trust Loan or the related loan
documents without the prior written consent of the trustee, as holder of the
Lexus of Fremont Trust Mortgage Loan, acting through the applicable master
servicer and/or the special servicer as specified in the pooling and servicing
agreement.

      Purchase Option. Upon the occurrence of any one of certain defaults that
are set forth in the Lexus of Fremont Intercreditor Agreement, the holder of the
Lexus of Fremont B-Note Non-Trust Loan will have the right to purchase the Lexus
of Fremont Trust Mortgage Loan at a purchase price determined under the Lexus of
Fremont Intercreditor Agreement and generally equal the sum of (a) the
outstanding principal balance of the Lexus of Fremont Trust Mortgage Loan
(without reduction on account of any unreimbursed principal advances made by the
servicer), (b) accrued and unpaid interest on the outstanding principal balance
of the Lexus of Fremont Trust Mortgage Loan (excluding any default interest or
other late payment charges), (c) any unreimbursed servicing advances made by the
applicable master servicer, the special servicer or the trustee with respect to
the 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 Lexus of Fremont Loan Combination by the applicable master
servicer or the special servicer, (e) any interest on any unreimbursed P&I
advances made by the applicable master servicer or the trustee with respect to
the Lexus of Fremont Trust Mortgage Loan, (f) any related master servicing fees,
primary servicing fees, special servicing fees and trustee's fees payable under
the pooling and servicing agreement, and (g) out-of-pocket expenses incurred by
the trustee or the applicable master servicer with respect to the Lexus of
Fremont Loan Combination together with advance interest thereon.

      Cure Rights. The holder of the Lexus of Fremont B-Note Non-Trust Loan does
not have any rights to cure any defaults under the Lexus at Fremont Trust
Mortgage Loan.


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THE MEZZ CAP LOAN COMBINATIONS

      General. In the case of the three A-Note Trust Mortgage Loans identified
in the table below, the related borrower has encumbered the subject mortgaged
real property with junior debt, which constitutes the related B-Note Non-Trust
Loan. In each case, the aggregate debt consisting of the A-Note Trust Mortgage
Loan and the related B-Note Non-Trust Loan, which two mortgage loans constitute
a Mezz Cap A/B Loan Combination, is secured by a single mortgage or deed of
trust on the subject mortgaged real property.



       A-NOTE TRUST                            % OF INITIAL        % OF INITIAL LOAN GROUP
       MORTGAGE LOAN          LOAN GROUP   MORTGAGE POOL BALANCE       1 OR 2 BALANCE
------------------------------------------------------------------------------------------

       Toledo Hilton              1                0.2%                     0.3%
Fairfield Inn Potomac Mills       1                0.2%                     0.3%
   Stone Ridge Apartments         2                0.3%                     1.1%


      We intend to include each of the A-Note Trust Mortgage Loans in the trust
fund. Each of the B-Note Non-Trust Loans was sold immediately after origination
to CBA-Mezzanine Capital Finance, LLC or Mezz Cap Finance, LLC, and will not be
included in the trust fund.

      In each case, the A-Note Trust Mortgage Loan and related B-Note Non-Trust
Loan are cross-defaulted. Each B-Note Non-Trust Loan has the same maturity date,
amortization schedule and prepayment structure as the related A-Note Trust
Mortgage Loan. For purposes of the information presented in this offering
prospectus with respect to each A-Note Trust Mortgage Loan, the loan-to-value
ratio and debt service coverage ratio information reflects only that A-Note
Trust Mortgage Loan and does not take into account the related B-Note Non-Trust
Loan.

      The trust, as the holder of the A-Note Trust Mortgage Loans, and the
respective holders of the B-Note Non-Trust Loans are parties to separate
intercreditor agreements, each of which we refer to as a Mezz Cap Intercreditor
Agreement. The servicing and administration of each A-Note Trust Mortgage Loan
(and, to the extent described below, the related B-Note Non-Trust Loan) will be
performed by the master 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 master
servicer will be required to collect payments with respect to any B-Note
Non-Trust Loan following the occurrence of certain events of default with
respect to the related Mezz Cap A/B Loan Combination described in the related
Mezz Cap A/B Intercreditor Agreement. The following describes certain provisions
of the Mezz Cap Intercreditor Agreements.

      Allocation of Payments Between Each A-Note Trust Mortgage Loan and the
Related B-Note Non-Trust Loan. The rights of the holder of each B-Note Non-Trust
Loan to receive payments of interest, principal and other amounts are
subordinated to the rights of the holder of the related A-Note Trust Mortgage
Loan to receive such amounts. So long as a Mezz Cap A/B Material Default has not
occurred or, if a Mezz Cap A/B Material Default has occurred but is no longer
continuing with respect to a Mezz Cap A/B Loan Combination, the borrower under
the subject Mezz Cap A/B Loan Combination will be required to make separate
payments of principal and interest to the holder of the related A-Note Trust
Mortgage Loan and B-Note Non-Trust Loan. Escrow and reserve payments will be
made to the master servicer on behalf of the trust as the holder of the A-Note
Trust 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 Mezz Cap A/B Material Default. If a Mezz Cap A/B Material Default
occurs and is continuing with respect to a Mezz Cap A/B Loan Combination, then
all amounts tendered by the borrower or otherwise available for payment of that
Mezz Cap A/B Loan Combination will be applied by the master servicer (with any
payments received by the holder of the related B-Note Non-Trust Loan after and
during a Mezz Cap A/B Material Default to be forwarded to the master servicer),
net of certain amounts, in the sequential order of priority provided for in the
related Mezz Cap Intercreditor Agreement, which generally provides that all
interest, principal, yield


                                       100



maintenance charges and outstanding expenses in respect of the subject A-Note
Trust Mortgage Loan will be paid in full prior to any application of payments in
respect of the related B-Note Non-Trust Loan.

      Notwithstanding the foregoing, amounts payable with respect to each B-Note
Non-Trust Loan will not be available to cover all costs and expenses associated
with the related A-Note Trust Mortgage Loan. Unless a Mezz Cap A/B Material
Default exists, payments of principal and interest with respect to each B-Note
Non-Trust Loan will be made directly by the borrower 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 Mezz Cap A/B Loan Combination, giving rise to special
servicing fees, at a time when no Mezz Cap A/B Material Default exists. In
addition, following the resolution of all Servicing Transfer Events (and
presumably all Mezz Cap A/B Material Defaults) with respect to a Mezz Cap A/B
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 will be payable solely out of funds
allocable thereto. However, special servicing compensation earned with respect
to an A-Note Trust Mortgage Loan, as well as interest on related Advances and
various other servicing expenses, will be payable out of collections allocable
to that A-Note Trust 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 to purchase the related A-Note Trust Mortgage Loan (as described
below), the related A-Note Trust 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 A-Note Trust Mortgage Loan or the 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 the related Mezz Cap A/B Loan Combination, then all payments
to the trust, as the holder of the related A-Note Trust Mortgage Loan, will be
made as if the workout did not occur and the payment terms of the related A-Note
Trust 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
A-Note Trust 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).

      Servicing of the Mezz Cap A/B Loan Combinations. Each A-Note Trust
Mortgage Loan and the related mortgaged real property will be serviced and
administered by the master servicer and/or special servicer pursuant to the
pooling and servicing agreement. The master servicer and/or special servicer
will service and administer each B-Note Non-Trust Loan to the extent described
below. The Servicing Standard will require the master servicer and the special
servicer to take into account the interests of both the trust and the holder of
the related B-Note Non-Trust Loan when servicing each Mezz Cap A/B Loan
Combination, with a view to (i) the timely recovery of all scheduled payments of
principal and interest under the mortgage loans comprised by that Mezz Cap A/B
Loan Combination and (ii) in the case of the special servicer, if such a
mortgage loan comes into and continues in default, the maximization of the
recovery on those mortgage loans for both the trust and the holder of the
related B-Note Non-Trust Loan as a collective whole, taking into account, to the
extent consistent with the related Mezz Cap Intercreditor Agreement, the
subordinate nature of the related B-Note Non-Trust Loan. The holder of each
B-Note Non-Trust Loan will be deemed a third-party beneficiary of the pooling
and servicing agreement.

      The master servicer and the special servicer have the sole and exclusive
authority to service and administer, and to exercise the rights and remedies
with respect to, each Mezz Cap A/B Loan Combination. Subject to certain
limitations with respect to modifications and certain rights of the holder of a
B-Note Non-Trust Loan to purchase the related A-Note Trust Mortgage Loan (as
discussed under "--Modifications" and "--Purchase of an A-Note Trust Mortgage
Loan by the Holder of the Related B-Note Non-Trust Loan"), the holder of a
B-Note Non-Trust Loan has no voting, consent or other rights with respect to the
master servicer's or special


                                       101



servicer's administration of, or the exercise of its rights and remedies with
respect to, the related Mezz Cap A/B Loan Combination.

      So long as a Mezz Cap A/B Material Default has not occurred with respect
to a Mezz Cap A/B 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 A-Note Trust Mortgage Loan or the related mortgaged real property. If a
Mezz Cap A/B Material Default occurs with respect to a Mezz Cap A/B Loan
Combination, the master servicer or the special servicer, as applicable, will
(during the continuance of that Mezz Cap A/B Material Default) collect and
distribute payments for both the related A-Note Trust Mortgage Loan and the
B-Note Non-Trust Loan according to the sequential order of priority provided for
in the related Mezz Cap Intercreditor Agreement.

      Advances. Neither the master servicer nor the trustee is required to make
any P&I advances with respect to a B-Note Non-Trust Loan. Neither the holder of
any B-Note Non-Trust Loan nor any related separate servicer is required to make
any P&I advance with respect to the related A-Note Trust Mortgage Loan or any
servicing advance with respect to the related mortgaged real property. The
master servicer and, if applicable, the trustee will make servicing advances, if
required, with respect to the mortgaged real property securing a Mezz Cap A/B
Loan Combination. The special servicer may, but is not obligated to, make
servicing advances with respect to the mortgaged real property securing a Mezz
Cap A/B Loan Combination.

      Modifications. 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 a B-Note Non-Trust Loan, an
A-Note Trust Mortgage Loan or the related loan documents, is limited by the
rights of the holder of the subject B-Note Non-Trust Loan to approve
modifications and other actions as contained in the related Mezz Cap
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 Mezz Cap A/B Loan Combination after the
expiration of the right of the holder of the B-Note Non-Trust Loan to purchase
the related A-Note Trust Mortgage Loan; and provided, further, that no consent
or failure to provide consent of the holder of a B-Note Non-Trust Loan may cause
the master servicer or special servicer to violate applicable law or any term of
the pooling and servicing agreement, including the Servicing Standard. The
holder of a B-Note Non-Trust Loan 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 A-Note Trust Mortgage Loan, acting through the master
servicer and/or the special servicer as specified in the pooling and servicing
agreement.

      Purchase of an A-Note Trust Mortgage Loan by the Holder of the Related
B-Note Non-Trust Loan. Upon the occurrence of any one of certain defaults that
are set forth in the related Mezz Cap Intercreditor Agreement, the holder of a
B-Note Non-Trust Loan will have the right to purchase the related A-Note Trust
Mortgage Loan at a purchase price determined under the Mezz Cap Intercreditor
Agreement and generally equal the sum of (a) the outstanding principal balance
of the A-Note Trust Mortgage Loan, (b) accrued and unpaid interest on the
outstanding principal balance of the A-Note Trust 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 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 Mezz Cap A/B Loan Combination by the
master servicer or special servicer, (e) any interest on any unreimbursed P&I
advances made by the master servicer or the trustee with respect to the A-Note
Trust Mortgage Loan, (f) any related master servicing fees, primary servicing
fees, special servicing fees and trustee's fees payable under the 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 Mezz Cap A/B Loan
Combination together with advance interest thereon.


                                       102



      The holder of a B-Note Non-Trust Loan does not have any rights to cure any
defaults with respect to the related Mezz Cap A/B Loan Combination.

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     One hundred eighty-one (181) of the mortgaged real properties,
            securing approximately 37.5% of the initial mortgage pool balance
            and approximately 55.0% 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-six (86) of the mortgaged real properties, securing
            approximately 9.9% of the initial mortgage pool balance and
            approximately 14.5% 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 offering
            prospectus for information regarding lease term expirations with
            respect to the three largest tenants (or, if applicable, single
            tenant) at the retail, office, industrial and mixed use mortgaged
            real properties.

      o     Certain of the mortgaged real properties are multifamily rental
            properties that receive rent subsidies from the United States
            Department of Housing and Urban Development under the Section 42 low
            income tax credit program or have tenants whose rents are subsidized
            under HUD's Section 8 housing choice voucher program or are
            otherwise subsidized.

      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 properties leased to a single tenant). These
            entities may have the right to terminate their leases at any time,
            which may or may not be 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


                                       103



            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 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 ten mortgaged real properties
securing, in whole or partially, ten mortgage loans, representing approximately
1.7% of the initial mortgage pool balance and approximately 2.5% 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. Generally, but not in all
cases, 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 20 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.

      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 Pari Passu Trust Mortgage Loan and each A-Note Trust
Mortgage Loan, the related mortgage also secures one or more related Non-Trust
Loans that will not be included in the assets of the issuing entity. Each
Non-Trust Loan is secured by some mortgage instrument that secures the related
mortgage loan that will be included in the assets of the issuing entity. See
"--The Loan Combinations" above for a description of these related Loan
Combinations.

      In the case of six (6) mortgage loans, representing approximately 1.6% of
the initial mortgage pool balance and approximately 1.5% of the initial loan
group 1 balance, and approximately 1.7% of the initial loan group 2 balance, the
related borrowers are permitted to incur subordinated indebtedness secured by
their related mortgaged real properties as identified in the table below.



                                                         MORTGAGE LOAN     MAXIMUM COMBINED
                                                          CUT-OFF DATE        LTV RATIO        MINIMUM COMBINED
 LOAN GROUP           MORTGAGED PROPERTY NAME               BALANCE           PERMITTED         DSCR PERMITTED
-----------    --------------------------------------    --------------    ----------------    -----------------

      2        Broadstone Heights                        $   22,600,000          85.0%              1.15x
      1        MedVenture Building                       $   10,000,000          70.0%              1.20x
      1        Hilton Garden Inn Albuquerque             $    9,760,000          75.0%              1.40x
      1        Holiday Inn Hotel & Suites Albuquerque    $    9,700,000          80.0%              1.40x
      1        Homewood Suites Albuquerque Airport       $    9,000,000          80.0%              1.40x
      1        Bear Building                             $    4,192,021          52.5%              1.21x


___________________

      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 offering prospectus. See also, See "Risk Factors--Additional
Secured Debt Increases the Likelihood That a Borrower Will Default on a Mortgage
Loan Underlying Your Offered


                                       104



Certificates" and "Legal Aspects Of Mortgage Loans--Subordinate Financing" in
the accompanying base prospectus.

      Mezzanine Debt. In the case of three (3) mortgage loans, representing
approximately 3.6% of the initial mortgage pool balance (one (1) mortgage loan
in loan group 1, representing approximately 0.3% of the initial loan group 1
balance, and two (2) mortgage loans in loan group 2, representing approximately
10.8% 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.



                                                                                    EXISTING
  LOAN                                     MORTGAGE LOAN       MEZZANINE DEBT       AGGREGATE
 GROUP      MORTGAGED PROPERTY NAME     CUT-OFF DATE BALANCE       BALANCE        DEBT BALANCE
-------     -------------------------   --------------------   ---------------   --------------

   2        B2 Portfolio                   $   130,500,000      $  26,000,000    $  156,500,000
   2        Greens at Derby Phase II       $     9,979,097      $   1,627,284    $   11,606,381
   1        Wilmot Professional Plaza      $     7,605,000      $     599,539    $    8,204,539


      Certain of the above-described mezzanine loans are held by the related
mortgage loan seller as mezzanine lender. In the case of each of the above
described mortgage loans as to which equity owners of the related borrowers have
incurred mezzanine debt, the mezzanine loan is subject to an intercreditor
agreement entered into between the holder of the mortgage loan and the mezzanine
lender, under which, generally, the mezzanine lender--

      o     has agreed, among other things, not to enforce its rights to realize
            upon the collateral securing its related mezzanine loan without
            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 or to cure
            the default, and

      o     has the right to consent to certain modifications to the mortgage
            loan.

      In the case of 25 mortgage loans, representing approximately 24.5% of the
initial mortgage pool balance (20 mortgage loans in loan group 1, representing
approximately 31.4% 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), 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


                                       105



      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.



                                                        MORTGAGE LOAN CUT-OFF    MAXIMUM COMBINED LTV   MINIMUM COMBINED DSCR
LOAN GROUP            MORTGAGED PROPERTY NAME                DATE BALANCE          RATIO PERMITTED            PERMITTED
----------     --------------------------------------   ----------------------   --------------------   ---------------------

     1         Town Center at Cobb                         $   280,000,000              80.0%                   1.05x
     1         DRA / Colonial Office Portfolio             $   247,302,418              80.0%                   1.20x
     1         Gwinnett Place                              $   115,000,000              80.0%                   1.05x
     2         Columbia/Brook Park MHC Rollup              $    55,000,000              80.0%                   1.20x
     1         FIDM Los Angeles                            $    33,000,000              80.0%                   1.20x
     2         Broadstone Heights                          $    22,600,000              85.0%                   1.15x
     2         Weston Ranch Apartments                     $    22,500,000              90.0%                   1.05x
     1         Ordnance Plaza 2                            $    22,400,000              85.0%                   1.10x
     1         Plaza Nine                                  $    18,480,000              80.0%                   1.15x
     1         Grand Mart-Little River                     $    18,392,012              85.0%                   1.05x
     2         The Greens at McKinney                      $    17,586,684               (1)                     (1)
     1         Huntington Park Retail                      $    17,200,000              90.0%                   1.10x
     1         Palm Beach Office Building                  $    15,000,000              85.0%                   1.30x
     1         Laurel Executive Bldg                       $    14,500,000              80.0%                   1.20x
     1         North Bay Centre                            $    13,000,000              90.0%                   1.10x
     1         The Papermill                               $    12,000,000              75.0%                   1.20x
     2         Lakeshore Landings MHC                      $    10,000,000              85.0%                   1.20x
     1         MedVenture Building                         $    10,000,000              70.0%                   1.20x
     1         Hilton Garden Inn Albuquerque               $     9,760,000              75.0%                   1.40x
     1         Holiday Inn Hotel & Suites Albuquerque      $     9,700,000              80.0%                   1.40x
     1         Oak Grove Crossing                          $     9,000,000              85.0%                   1.20x
     1         Homewood Suites Albuquerque Airport         $     9,000,000              80.0%                   1.40x
     1         Rochling Distribution Facility              $     7,700,000              80.0%                   1.20x
     1         Rush Creek Shopping Center                  $     7,000,000              85.0%                   1.05x
     1         35 Raymond                                  $     4,250,000              75.0%                   1.20x


___________________

(1) Based on lender approval.

      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 offering
prospectus.

      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, or from incurring indebtedness secured by 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 kinds of additional debt a borrower may have
incurred, we are aware that in the case of five (5) mortgage loans, representing
approximately 1.9% of the initial mortgage pool balance, the related borrowers
have incurred, or are expressly permitted to incur, subordinate unsecured
indebtedness other than trade payables or indebtedness secured by equipment or
other personal property located at or used in connection with the mortgaged real
property, in each case as identified in the table below.


                                       106





                                                                           AMOUNT OF
                                                                         UNSECURED DEBT   MAXIMUM COMBINED
                                                 MORTGAGE LOAN CUT-OFF     INCURRED/         LTV RATIO       MINIMUM COMBINED
LOAN GROUP         MORTGAGED PROPERTY NAME           DATE BALANCE          PERMITTED         PERMITTED        DSCR PERMITTED
----------     -------------------------------   ---------------------   --------------   ----------------   ----------------

    2          Starlite Mobile Estates               $  19,550,000        $   540,000           N/A                N/A
    1          Encanto-SLB Puerto Rico               $  18,265,766        $ 2,500,000           N/A                N/A
    1          Thunderbird Paseo Medical Plaza       $  17,000,000             --              80.0%              1.20x
    2          Kingsley Square                       $  14,630,000        $   500,000           N/A                N/A
    1          Hawthorn Suites Naples                $   7,073,202        $   100,000           N/A                N/A


___________________

      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 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. Sixty-eight (68) mortgage loans, representing approximately
60.2% of the initial mortgage pool balance (65 mortgage loans in loan group 1,
representing approximately 57.8% of the initial loan group 1 balance and three
(3) mortgage loans in loan group 2, representing approximately 65.2% 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.


                                       107



      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.

            For purposes of this offering prospectus, 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 offering prospectus, 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.


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      The 68 mortgage loans referred to above provide for lockbox accounts as
follows:



                                                                                   % OF INITIAL             % OF INITIAL
                             NUMBER OF   TOTAL CUT-OFF    % OF INITIAL             LOAN GROUP 1             LOAN GROUP 2
                             MORTGAGE    PRINCIPAL DATE     MORTGAGE     GROUP 1     PRINCIPAL    GROUP 2    PRINCIPAL
      LOCKBOX TYPE*            LOANS        BALANCE       POOL BALANCE   COUNT        BALANCE      COUNT      BALANCE
--------------------------   ---------   --------------   ------------   -------   ------------   -------   ------------

Hard                             27      $1,649,483,886      40.5%         25         33.6%          2         55.1%
None at Closing,
   Springing Hard                28      $  419,566,656      10.3%         28         15.1%          0          0.0%
Soft                              6      $  208,891,937       5.1%          6          7.5%          0          0.0%
Soft at Closing,
   Springing Hard                 5      $  157,021,251       3.9%          4          1.0%          1         10.1%
None at Closing, Springing
   Soft                           2      $   19,013,943       0.5%          2          0.7%          0          0.0%
                             ---------   --------------   ------------   -------   ------------   -------   ------------

         TOTAL                   68      $2,453,977,673      60.2%         65         57.8%          3         65.2%
                             =========   ==============   ============   =======   ============   =======   ============


___________________

*     Includes lockboxes required to be in effect on the date of closing but not
      yet established. In certain cases the loan documents require that the
      related lockbox be established within a specified period following the
      loan closing date.

      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;

      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).


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      In general, the mortgaged real properties for 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 or self storage facilities,
a third-party consultant conducted seismic studies to assess the probable
maximum loss for the property. Except as indicated in the following paragraph,
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 two (2) mortgaged real properties (property number 13.01
and loan number 252), representing approximately 1.4% of the initial mortgage
pool balance and approximately 2.1% of the initial loan group 1 balance, a
seismic study report performed on the related mortgaged real property concluded
that it was likely to experience a probable maximum loss of approximately 26%
and 22% respectively, of the estimated replacement cost of the improvements. The
related loan documents require the borrower to obtain earthquake insurance.

      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 related 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 Fitch and S&P
(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 either of Fitch or S&P. 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 offering prospectus and "Risk Factors--Lack of
Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses"
in the accompanying base prospectus.


                                       110



      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 offering prospectus 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 offering prospectus.


                                       111



      Environmental Assessments. In the case of all but 47 of the mortgaged real
properties, a third-party environmental consultant conducted a Phase I
environmental site assessment, updated a previously conducted assessment (which
update may have been pursuant to a database update) or conducted a database
search, with respect to all of the mortgaged real properties securing the
mortgage loans during the 18-month period ending on the cut-off date. In the
case of 47 mortgage loans referred to above, the Phase I environmental site
assessment was not conducted.

      In the case of 12 mortgaged real properties securing nine (9) separate
mortgage loans, representing approximately 2.9% of the initial mortgage pool
balance and approximately 4.2% 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 insurance policy (which may not be for the primary
            benefit of a secured lender) 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 may not
                  be for the primary benefit of a secured lender).


                                       112



      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.

      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     to 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 may not have satisfied or may not
satisfy 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 be implemented or if
implemented, will continue to be complied with.

      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 offering prospectus 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--


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      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 offering
prospectus.

      In the case of mortgage loan (loan number 24) identified on Annex A-1 to
this offering prospectus as Bayshore Shopping Center, which represents security
for approximately 0.7% of the initial mortgage pool balance and approximately
1.1% of the initial loan group 1 balance, the mortgaged property was identified
as having soil and groundwater contamination arising out of prior dry cleaning
operations located on-site. A Phase II investigation was performed, and
remediation was recommended. The related borrower has delivered a $1,000,000
letter of credit, which will be released when remediation is completed in
accordance with specified criteria, and a $3,000,000 letter of credit, which
will be released when an acceptable pollution legal liability environmental
insurance policy (having policy limits of $5,000,000, and a 10 year term, and
having a deductible not greater than $100,000) is delivered, or remediation is
completed as noted above.

      In the case of mortgage loan (loan number 63) identified on Annex A-1 to
this offering prospectus as Kingsley Square, which represents security for
approximately 0.4% of the initial mortgage pool balance and approximately 0.5%
of the initial loan group 1 balance, the mortgaged property was identified as
having soil and groundwater contamination arising out of dry cleaning operations
located on-site. A $5,000,000 pollution legal liability environmental insurance
policy is in place. The property is currently being remediated, and the policy
limits are believed adequate to address the related remediation costs.

      Environmental Insurance Policies Obtained in Lieu of Environmental
Assessments. With respect to forty-seven (47) of the mortgaged properties,
representing approximately 1.7% of the initial mortgage pool balance and
approximately 2.3% of the initial loan group 1 balance, and approximately 0.4%
of the initial loan group 2 balance, are each the subject of a group secured
creditor impaired property policy or an individual secured creditor impaired
property policy, environmental insurance policy or pollution legal liability
environmental impairment policy. In the case of each of these policies, the
insurance was obtained in lieu of a Phase I environmental site assessment or in
lieu of a recommended or required Phase II environmental site assessment. These
policies will be assigned to the trust. The related mortgage loan seller has
confirmed that premiums for these policies have been or, as of the date of
initial issuance of the series MLMT 2007-C1 certificates, will have been paid in
full.

      In general, each of the secured creditor impaired property, environmental
insurance or pollution limited liability environmental impairment policies
referred to above provides coverage with respect to the subject pooled mortgage
loans for one or more of the following losses, subject to the coverage limits
discussed below, and further subject to each policy's conditions and exclusions:

      o     if during the term of a policy, a borrower defaults under its
            mortgage loan and adverse environmental conditions exist at levels
            above legal limits on the related underlying real property, the
            insurer will indemnify the insured for the outstanding principal
            balance (or in some cases, a lesser specified amount) of the related
            mortgage loan on the date of the default, together with


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            accrued interest from the date of default until the date that the
            outstanding principal balance is paid; or

      o     if the insured becomes legally obligated to pay as a result of a
            claim first made against the insured and reported to the insurer
            during the term of a policy, for bodily injury, property damage or
            clean-up costs resulting from adverse environmental conditions on,
            under or emanating from an underlying real property, the insurer
            will pay the lesser of a specified amount and the amount of that
            claim; and/or

      o     if the insured enforces the related mortgage, the insurer will
            thereafter pay the lesser of a specified amount and the amount of
            the legally required clean-up costs for adverse environmental
            conditions at levels above legal limits which exist on or under the
            acquired underlying real property, provided that the appropriate
            party reported those conditions to the government in accordance with
            applicable law.

      The secured creditor impaired property, environmental insurance and
pollution limited liability impairment environmental policies do not cover
adverse environmental conditions that the insured first became aware of before
the term of the policy unless those conditions were disclosed to the insurer
before the policy was issued. The policies also do not insure against any
liability resulting from the presence of asbestos containing materials, radon
gas or lead paint. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policies. If
the related report disclosed the existence of material amounts of lead based
paint, asbestos containing materials or radon gas affecting such a mortgaged
property, the related borrower was required to remediate the condition before
the closing of the related pooled mortgage loan, establish a reserve from loan
proceeds in an amount considered sufficient by the mortgage loan seller or agree
to establish an operations and maintenance plan.

      The secured creditor impaired property, environmental insurance and
pollution limited liability environmental policies may contain additional
limitations and exclusions, including but not limited to exclusions from
coverage for mold and other microbial contamination, coverages that are less
than the related loan amount or policy durations which do not extend to or
beyond the maturity of the related loan.

      The group secured creditor impaired property policy generally requires
that the appropriate party associated with the trust report a claim during the
term of the policy, which generally extends five years beyond the term of each
covered mortgage loan. No individual claim under the group policy may exceed
$5,581,250.00 and the total claims under the group policy are subject to a
maximum of $21,736,000.00. There is no deductible under this policy.

      Except as described above with respect to certain pooled mortgage loans,
there is no deductible under the secured creditor impaired property,
environmental insurance and pollution limited liability impairment environmental
policies.

      In general, the applicable master servicer will be required to report any
claims of which it is aware that arise under a secured credit impaired property,
environmental insurance or pollution limited liability impairment environmental
policy relating to a mortgage loan while that loan is not a specially serviced
mortgage loan and the applicable special servicer will be required to report any
claims of which it is aware that arise under the policy while that loan is a
specially serviced mortgage loan or the related mortgaged property has become an
REO property.

      Each insurance policy referred to above has been issued or, as of the date
of initial issuance of the series MLMT 2007 - C1 certificates, will have been
issued.


                                       115



      Engineering Assessments. Except with respect to four (4) of the mortgage
loans, which represent security for approximately 0.7% of the initial mortgage
pool balance and approximately 1.0% of the initial loan group 1 balance, but for
which site inspections were performed, a licensed engineer inspected the related
mortgaged real properties in connection with the origination of each mortgage
loan 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 513 mortgaged real properties, representing security
            for approximately 98.5% of the initial mortgage pool balance (291
            mortgaged real properties securing mortgage loans in loan group 1,
            and representing approximately 98.2% of the initial loan group 1
            balance, and 222 mortgaged real properties securing mortgage loans
            in loan group 2, and representing approximately 99.1% of the initial
            loan group 2 balance), during the 12-month period preceding the
            cut-off date, and

      o     in the case of 4 mortgaged real properties, representing security
            for approximately 0.8% of the initial mortgage pool balance (3
            mortgaged real properties securing mortgage loans in loan group 1,
            and representing approximately 0.8% of the initial loan group 1
            balance, and 1 mortgaged real property securing mortgage loans in
            loan group 2, and representing approximately 0.9% of the initial
            loan group 2 balance), during the 19-month period preceding the
            cut-off date.

      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.

CERTAIN LEGAL ASPECTS OF THE ENCANTO-SLB PUERTO RICO TRUST MORTGAGE LOAN

      Security Documents. One (1) of the mortgage loans, representing
approximately 0.4% of the initial mortgage pool balance, and 0.7% of the initial
loan group 1 balance, is secured by multiple real properties located in Puerto
Rico. Commercial mortgage loans secured by mortgaged properties located in
Puerto Rico are generally evidenced by the execution of a promissory note in
favor of the mortgagee, and a "mortgage note" payable to the bearer thereof is
then pledged to the mortgagee as security for the promissory note. The mortgage
note in turn is secured by a deed of mortgage on certain real property of the
mortgagor. Notwithstanding the existence of both the promissory note and the
bearer mortgage note, the mortgage has only a single indebtedness to the
mortgagee and in the event of default the mortgagee may bring a single unitary
action to proceed directly against the mortgaged property without any
requirement to take a separate action under the promissory notes or mortgage
notes. Priority between mortgage instruments depends on their terms and
generally on the order of filing with the appropriate Registry of Property of
Puerto Rico.

      Certain Matters Concerning Environmental Regulation in Puerto Rico.

      Under the Puerto Rico Environmental Public Policy Act, Act No. 416 of
September 22, 2004, as amended, the Puerto Rico Environmental Quality Board has
been authorized to enforce federal environmental laws and to adopt and implement
regulations and a permit system related to, among others, the Federal Clean
Water Act, Clean Air Act, Solid Waste Disposal Act, Resource Conservation and
Recovery Act, CERCLA and other federal environmental legislation that might be
enacted with respect to environmental protection, natural resources, solid waste
and other related to the purposes of Act No. 416. Additionally, in Puerto Rico
environmental laws and regulations address, among others, such areas as air
emissions, waste water direct and indirect discharges, hazardous and
non-hazardous solid waste management, underground injection, underground storage
tanks and protection of natural resources. In those cases where enforcement of a
federal environmental


                                       116



program has not been delegated to the Puerto Rico Environmental Quality Board,
the United States Environmental Protection Agency retains its enforcement
authority and if the Puerto Rico Environmental Quality Board fails to carry out
its enforcement responsibility of a federal delegated program the United States
Environmental Protection Agency may act. Therefore, properties in Puerto Rico
under certain circumstances may be subject to enforcement action from both the
United States Environmental Protection Agency and/or other federal agencies and
the Puerto Rico Environmental Quality Board and/or other Puerto Rico
governmental agencies that enforce environmental related laws and regulations
including, but not limited to, the Puerto Rico Department of Natural and
Environmental Resources and the Solid Waste Management Authority.

      For a description of risk factors associated with the Encanto-SLB Puerto
Rico trust mortgage loan, see "Risk Factors--Risks Related to the Mortgage
Loans--Risks Related to the Encanto-SLB Puerto Rico Trust Mortgage Loan" above
in this offering prospectus.

ASSIGNMENT OF THE MORTGAGE LOANS

      We will acquire the mortgage loans directly from the sponsors. As a
result, the sponsors are the "mortgage loan sellers" with respect to the series
2007-C1 securitization transaction.

      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 issuing entity. 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 (other than the 600 West
Chicago Trust Mortgage Loan)--

      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;

      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 and address if delivered
                  in blank and except for missing recording information; or

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


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      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
                  and address 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.

      In the case of the 600 West Chicago Trust Mortgage Loan, the related
mortgage loan seller will be required to deliver to the custodian only the
related original mortgage note, together with a copy of the 600 West Chicago
Co-Lender Agreement and the CGCMT Series 2007-C6 Pooling and Servicing
Agreement.

      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

      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 the applicable
mortgage loan seller 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


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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.

      Notwithstanding the foregoing, in the case of certain of the mortgage
loans, the related assignment of mortgage, assignment of assignment of leases,
security agreements and/or UCC financing statements have generally been recorded
in the name of Mortgage Electronic Registration Systems, Inc., which we refer to
below as MERS, or its designee, no assignment of mortgage, assignment of leases,
security agreements and/or UCC financing statements in favor of the trustee will
be required to be prepared or delivered and instead, the related mortgage loan
seller will be required to take all actions as are necessary to cause the
trustee on behalf of the trust to be shown as the owner of the related mortgage
loan on the records of MERS.

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 date of initial issuance of the offered certificates, 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 and adversely 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.


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      (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 one form of action law 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 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 or escrow instructions
            binding on the title insurer and irrevocably obligating the title
            insurer to issue such title insurance policy) 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.


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      In addition to the above-described representations and warranties, each
mortgage loan seller will also make other representations and warranties
regarding the mortgage loans being sold by it to us, any of which
representations and warranties may be made to such mortgage loan seller's
knowledge, be made as of a date prior to the date of initial issuance of the
offered certificates (such as the date of origination of the subject mortgage
loan) and/or be subject to certain exceptions specified in the respective
mortgage loan purchase agreement. Those other representations and warranties
will cover, among other things, whether:

      o     the related borrower is obligated to be in material compliance with
            environmental laws and regulations;

      o     the subject mortgage loan is eligible to be included in a REMIC;

      o     there are any liens for delinquent real property taxes on the
            related mortgaged real property;

      o     the related borrower is the subject of bankruptcy proceedings;

      o     in the case of a leasehold mortgage loan, the related ground lease
            contains certain provisions for the benefit of the lender; and

      o     the related 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 Penalty Interest and/or 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 (or, in the case of the 600 West Chicago Trust
            Mortgage Loan, all unreimbursed servicing advances


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            allocable to the trust pursuant to the CGCMT Series 2007-C6 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, the certificate
            administrator, the custodian or the issuing entity 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 each 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 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 the
remaining related 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, the special servicer, on behalf of the issuing entity, and the related
mortgage loan seller must 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.


                                       122



      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 or
            substituted 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 or substitution would not cause any REMIC or grantor trust
            created under the pooling and servicing agreement to fail to qualify
            as such under the Code or result in the imposition of any tax on
            prohibited transactions or contributions after the startup day of
            any REMIC created under the pooling and servicing agreement under
            the Code, and

      o     the related mortgage loan seller obtains written confirmation from
            each applicable rating agency that the release or substitution 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 or to
fulfill any other obligations on its part that may arise. 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 offering prospectus of the mortgage pool is based
upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this offering prospectus. We believe that the information in
this offering prospectus 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 offering prospectus, 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 offering prospectus.

      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.


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                            TRANSACTION PARTICIPANTS

THE ISSUING ENTITY

      In connection with the issuance of the certificates, the issuing entity
will be Merrill Lynch Mortgage Trust 2007-C1, a common law trust created under
the laws of the State of New York pursuant to the pooling and servicing
agreement. Merrill Lynch Mortgage Trust 2007-C1 is sometimes referred to in this
offering prospectus 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, 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 offering
prospectus 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 offering prospectus. 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 certificate administrator, the custodian, 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-C1 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."


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THE SPONSORS

      General. Merrill Lynch Mortgage Lending, Inc. ("MLML"), General Electric
Capital Corporation ("GECC"), LaSalle Bank National Association ("LaSalle Bank")
and Wells Fargo Bank, National Association ("Wells Fargo") will act as
co-sponsors with respect to the series 2007-C1 securitization transaction.

      We will acquire the mortgage loans that we intend to include in the trust
fund directly from the sponsors. Set forth below is information regarding the
total number and cut off date principal balance of the mortgage loans that we
will acquire from each sponsor:


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

1. Merrill Lynch Mortgage Lending, Inc.           56         $  1,787,991,742       43.9%          35.4%          61.9%
2. General Electric Capital Corporation           67              894,573,130       21.9%          17.8%          30.9%
3. LaSalle Bank National Association              89              739,356,375       18.1%          23.8%           6.0%
4. Wells Fargo Bank, National Association         59              655,563,014       16.1%          23.0%           1.2%
                                            --------------   -----------------   ------------   ------------   ------------
          TOTAL                                  271         $  4,077,484,261      100.0%         100.0%         100.0%
                                            ==============   =================   ============   ============   ============


      Except as described below, each mortgage loan that we intend to include in
the trust fund was originated by one of the following parties: (a) the sponsor
that is selling that mortgage loan to us; (b) an affiliate of that sponsor; or
(c) a correspondent in that sponsor's conduit lending program that originated
the subject mortgage loan under the supervision of, and specifically for sale
to, that sponsor.

      The mortgage loan (loan number 5) identified on Annex A-1 to this offering
prospectus as the Och-Ziff Retail Portfolio, which will be sold to us by LaSalle
Bank National Association, was originated by UBS Real Estate Securities Inc.

      Merrill Lynch Mortgage Lending, Inc. MLML is our affiliate and 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. 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
                                       ----------    -----------    -----------
      Fixed Rate Loans                 $  1,965.7    $   5,252.1    $   6,525.0
      Floating Rate Loans                   532.0        1,515.5        2,235.0
                                       ----------    -----------    -----------
      TOTAL                            $  2,497.7    $   6,767.6    $   8,760.0
                                       ==========    ===========    ===========

      For additional information regarding MLML, see "The Sponsor" in the
accompanying base prospectus.

      LaSalle Bank National Association. LaSalle Bank National Association
("LaSalle Bank") is a sponsor of this transaction and one of the mortgage loan
sellers and is also acting as the custodian with respect to the mortgage loans.
LaSalle Bank originated and underwrote all of the mortgage loans it is selling
to the depositor, which represent 18.1% of the initial mortgage pool balance.
Notwithstanding the foregoing, the mortgage loan (loan number 5) identified on
Annex A-1 to this offering prospectus as the Och-Ziff Retail Portfolio was
originated by UBS Real Estate Securities Inc.


                                       125



      LaSalle Bank is a national banking association. The principal offices of
its commercial mortgage loan division are located at 135 South LaSalle Street,
Suite 3400, Chicago, Illinois 60603, and its telephone number is (312) 904-2000.
LaSalle Bank offers a variety of banking services to customers including
commercial and retail banking, trust services and asset management. LaSalle
Bank's business is subject to examination and regulation by federal banking
authorities and its primary federal bank regulatory authority is the office of
the Comptroller of the Currency. LaSalle Bank is a subsidiary of LaSalle Bank
Corporation, which is a subsidiary of ABN AMRO North America Holding Company,
which is a subsidiary of ABN AMRO Bank N. V., a bank organized under the laws of
the Netherlands. As of September 30, 2006, LaSalle Bank had total assets of
approximately $71.4 billion. LaSalle Bank will also act as custodian for this
transaction. On April 22, 2007, ABN AMRO Holding N.V. agreed to sell ABN AMRO
North America Holding Company the indirect parent of LaSalle Bank, to Bank of
America Corporation. For a more detailed description of this matter, see
"Transaction Participants--The Custodian" below.

      LaSalle Bank's Commercial Mortgage Securitization Program. LaSalle Bank
has been active as a participant in securitizations of commercial mortgage loans
since 2000. LaSalle Bank originates commercial mortgage loans and, together with
other mortgage loan sellers and sponsors, acts as a mortgage loan seller and
sponsor in the securitization of such commercial mortgage loans by transferring
them to an unaffiliated securitization depositor and participating in decisions
concerning various terms of the related offering. Multiple mortgage loan seller
transactions in which LaSalle Bank has participated include the "LDP" program in
which J.P. Morgan Commercial Mortgage Securities Corp. acted as depositor the
"COMM" program in which Deutsche Mortgage & Asset Receiving Corporation acted as
depositor and the "HQ" and "IQ" programs in which Morgan Stanley Capital I Inc.
acted as depositor.

      Between the inception of its commercial mortgage securitization program in
1998 and December 31, 2006, LaSalle Bank originated approximately 2,917 fixed
rate commercial mortgage loans with an aggregate original principal balance of
approximately $15.6 billion that were included in approximately 37
securitization transactions. The properties securing these loans include
multifamily, office, retail, industrial, hospitality, manufactured housing
community and self-storage properties. LaSalle Bank also originates other
commercial mortgage loans that are not securitized and participates in sales of
pools of whole loans in private transactions. In the year ended December 31,
2006, LaSalle Bank originated commercial mortgage loans for securitization with
an aggregate original principal balance of approximately $7.9 billion. LaSalle
Bank selected from its existing portfolio the mortgage loans it is selling to
the Depositor.

      In addition, LaSalle Bank has been active as an originator of small,
multifamily, manufactured housing community and mixed-use residential and
commercial mortgage loans having principal balances of up to approximately $5
million, and beginning in 2005 has securitized approximately $1.8 million in
aggregate principal balance of such loans in private transactions. No such loans
are included in this offering.

      Servicing. LaSalle Bank services the mortgage loans that it originates
directly or through sub-servicers until they are sold in securitizations or
through other means.

      Underwriting Standards. LaSalle Bank generally underwrites commercial
mortgage loans originated for securitization in accordance with the underwriting
criteria described below. Each lending situation is unique, however, and the
facts and circumstances surrounding a particular mortgage loan, such as the
quality, location and tenancy of the mortgaged real property and the sponsorship
of the borrower, will impact the extent to which the underwriting criteria are
applied to that mortgage loan. The underwriting criteria are general guidelines,
and in many cases exceptions to one or more of the criteria may be approved.
Accordingly, no representation is made that each mortgage loan originated by
LaSalle Bank will comply in all respects with the underwriting criteria.

      Underwriting Procedures. An underwriting team comprised of real estate
professionals conducts a review of the mortgaged real property related to each
loan, generally including an analysis of historical property operating
statements, if available, rent rolls, current and historical real estate taxes,
and tenant leases. The


                                       126



borrower and certain key principals of the borrower are reviewed for financial
strength and other credit factors, generally including financial statements
(which are generally unaudited), third-party credit reports, and judgment, lien,
bankruptcy and pending litigation searches. Depending on the type of the
mortgaged real property and other factors, the credit of key tenants may also be
reviewed. Each mortgaged real property is generally inspected to ascertain its
overall quality, competitiveness, physical attributes, neighborhood, market,
accessibility, visibility and demand generators. As part of its underwriting
procedures, LaSalle Bank also generally performs the procedures and obtains the
third-party reports or other documents described below:

      Appraisals. In general, in connection with the origination or
securitization of each of the mortgage loans, LaSalle Bank obtains an appraisal
by an independent appraiser that, generally, is a Member of the Appraisal
Institute. Each appraisal complies, or the appraiser certifies that it complies,
with the real estate appraisal regulations issued jointly by the federal bank
regulatory agencies under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended. In general, the appraisals represent the
analysis and opinion of the person performing the appraisal and are not
guarantees of, and may not be indicative of, present or future value. The
appraisals for certain of the mortgaged properties state a "stabilized value" as
well as an "as-is" value for these properties based on the assumption that
certain events will occur with respect to the re-tenanting, renovation or other
repositioning of the properties.

      Environmental Assessments. For each mortgaged real property, LaSalle Bank
obtains an environmental site assessment except for mortgaged properties
securing mortgage loans that are the subject of a secured creditor impaired
property policy. LaSalle Bank generally requires the environmental site
assessments within the twelve-month period preceding the origination or
securitization of the related mortgage loan. In all cases, a "Phase I"
environmental site assessment is performed in accordance with industry practice
and in some cases, a "Phase II" environmental site assessment is also performed.
In certain cases where the assessment discloses the existence of or potential
for adverse environmental conditions, LaSalle Bank requires the related
borrowers to establish operations and maintenance plans, monitor the mortgaged
real property, abate or remediate the condition and/or provide additional
security such as letter of credit, reserves or stand-alone secured creditor
impaired property policies.

      Property Condition Assessments. For each mortgaged real property, LaSalle
Bank requires a licensed engineer, architect or consultant to inspect the
related mortgaged real property to assess the condition of the structure,
exterior walls, roofing, interior construction and mechanical and electrical
systems and general condition of the land, buildings and other improvements.
LaSalle Bank generally requires engineering reports by licensed engineers,
architects or consultants to be prepared, except for newly constructed
properties, for the mortgaged properties in connection with the origination or
securitization of the related mortgage loan. In certain case where material
deficiencies are noted in such reports, the related borrower is required to
establish reserves for replacement or repair or to remediate the deficiency.

      Seismic Review Process. LaSalle Bank generally requires prospective
borrowers seeking loans secured by properties located in California and areas of
other states where seismic risk is deemed material to obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of probable maximum loss ("PML"), in an earthquake
scenario. Generally, any of the mortgage loans as to which the property is
estimated to have PML in excess of 20% of the estimated replacement cost will
either be subject to a lower loan-to-value limit at origination, be conditioned
on seismic upgrading (or appropriate reserves or letter of credit for
retrofitting), be conditioned on satisfactory earthquake insurance or be
declined.

      Zoning and Building Code Compliance. LaSalle Bank generally takes steps to
establish that the use and operation of the mortgaged properties that represent
security for its mortgage loans, at their respective dates of origination, are
in compliance in all material respects with, or are legally existing
non-conforming uses or structures under, applicable zoning, land-use and similar
laws and ordinances. Evidence of such compliance may be in the form of legal
opinions, confirmations from government officials, title insurance endorsements,
survey


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endorsements, appraisals, zoning consultants' reports and/or representations by
the related borrower contained in the related mortgage loan documents.

      A loan committee of senior real estate professionals reviews each proposed
mortgage loan before a commitment is made. The loan committee may approve or
reject a proposed loan, or may approve it subject to modifications or
satisfaction of additional due diligence.

      Debt Service Coverage Ratio and LTV Ratio. LaSalle Bank's underwriting
criteria generally require a minimum debt service coverage ratio of 1.20x and a
maximum loan-to-value ratio of 80%. However, as noted above, these criteria are
general guidelines, and exceptions to them may be approved based on the
characteristics of a particular mortgage loan. For example, LaSalle Bank may
originate a mortgage loan with a lower debt service coverage ratio or a higher
loan-to-value ratio based on relevant factors such as sponsorship, the types of
tenants and leases, opinion of improved property performance in the future or
additional credit support such as reserves, letters of credit or guarantees. In
addition, with respect to certain mortgage loans originated by or on behalf of
LaSalle Bank there may exist subordinate debt secured by the related mortgaged
real property and/or mezzanine debt secured by direct or indirect ownership
interests in the borrower. Such mortgage loans may have a lower debt service
coverage ratio, and a higher loan-to-value ratio, if such subordinate or
mezzanine debt is taken into account.

      For purposes of the underwriting criteria, LaSalle Bank calculates the
debt service coverage ratio for each mortgage loan on the basis of underwritten
net cash flow at loan origination. Therefore, the debt service coverage ratio
for each mortgage loan as reported in this offering prospectus and the annexes
hereto may differ from the ratio for such loan calculated at the time of
origination. In addition, LaSalle Bank's underwriting criteria 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 offering prospectus.

      Escrow Requirements. LaSalle Bank reviews the need for a particular escrow
or reserve on a loan-by-loan basis and does not require escrows or reserves for
every mortgage loan. LaSalle Bank may require a borrower to fund escrows or
reserves for taxes, insurance, deferred maintenance, replacement reserves,
tenant improvements and leasing commissions. In some cases, escrows or reserves
may be required only after the occurrence of a triggering event such as an event
of default or when certain debt service coverage ratio tests are not satisfied
under the related mortgage loan. In some cases, in lieu of funding an escrow or
reserve, 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.

      General Electric Capital Corporation.

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

      GECC operates in four of GE's operating segments described below. These
operations are subject to a variety of regulations in their respective
jurisdictions. GECC's services are offered primarily in North America, Europe
and Asia.


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      GECC's principal executive offices are located at 901 Main Avenue,
Norwalk, CT 06851; it also maintains executive offices at 3135 Easton Turnpike,
Fairfield, CT 06828-0001. At December 31, 2006, GECC employed approximately
81,000.

      GE Money. GE Money, formerly GE Consumer Finance, offers credit and
deposit products and services to consumers, retailers, brokers and auto dealers
in over 50 countries. The GE Money division offers a broad range of financial
products, including private-label credit cards; bank cards; Dual CardsTM;
corporate travel and purchasing cards; personal loans; auto loans; leases and
inventory financing; residential mortgages; home equity loans; debt
consolidation loans; current and savings accounts and insurance products related
to consumer finance offerings for customers on a global basis.

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

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

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

      GE Real Estate

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

      Through GE Real Estate, GECC has been lending and investing in the
commercial real estate industry for over 25 years. As of March 31, 2007, GE Real
Estate had total assets in excess of approximately $52 billion, including
approximately $906 million of United States ("U.S.") commercial and multifamily
mortgage loans being held for securitization and approximately $16.4 billion of
commercial and multifamily mortgage loans (including both U.S. and non-U.S.
loans) being held for investment or other non-securitization purposes. As of
December 31, 2006, GE Real Estate had total assets of approximately $47 billion,
including approximately $322 million of U.S. commercial and multifamily mortgage
loans being held for securitization and approximately $15.1 billion of
commercial and multifamily mortgage loans (both U.S. and non-U.S.) being held
for investment or other non-securitization purposes. A substantial portion of
the assets held by GE Real Estate are located overseas, primarily in Europe and
Asia.

      As of July 2005, GE Real Estate also includes a division known as Business
Property, which originates single tenant and small business loans for its own
portfolio and securitization and has total on-book assets of approximately
$7.330 billion as of March 31, 2007. Unless expressly stated herein, financial
information set forth herein regarding GE Real Estate does not include assets
of, or loans originated or securitized by, Business Property.

      GE Real Estate originates loans both for its own portfolio and for
securitization, utilizing separate execution strategies for such originations.
Generally, GE Real Estate has a preference to retain for investment mortgage
loans having relatively higher yields and shorter terms, and to securitize
mortgage loans having


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relatively lower yields or longer terms. Mortgage loans originated by GE Real
Estate for its own portfolio also may include types of loans that are unsuitable
for securitization for various reasons, such as, for example, mortgage loans
originated pursuant to a program where such loans initially accrue interest at a
floating rate but are later convertible into fixed rate loans or have structural
features that would make them difficult or unprofitable to securitize. Such
mortgage loans may be included in a securitization at a later time if at such
time they comply with securitization criteria. The following table shows total
U.S. commercial and multifamily loans and certain other investments in
commercial and multifamily real estate originated for purposes other than
securitization, for the three most recent fiscal years, and for the three month
period ending March 31, 2007.



                                                                                     TOTAL U.S. NON-SECURITIZATION
                                                             TOTAL U.S.                  LOANS/INVESTMENT(1) IN
                                                    COMMERCIAL/MULTIFAMILY LOANS         COMMERCIAL/MULTIFAMILY
      APPROXIMATE AMOUNTS IN $BILLIONS             ORIGINATED FOR SECURITIZATION              REAL ESTATE
-------------------------------------------------------------------------------------------------------------------

Period Ended 3/31/07                                            0.6                               2.8
Year Ended 12/31/06                                             2.2                               11.3
Year Ended 12/31/05                                             3.6                               4.7
Year Ended 12/31/04                                             2.1                               3.9
-------------------------------------------------------------------------------------------------------------------

__________________

      (1)   Includes equity investments and joint ventures in commercial and
            multifamily real estate, as well as mortgage loans.

      GE Real Estate's Securitization Program

      GECC, through GE Real Estate, commenced selling mortgage loans into
securitizations in 1997. The total amount of U.S. commercial and multifamily
mortgage loans originated by GE Real Estate that were included in
securitizations in 1997 was approximately $600 million. As of June 1, 2007, GE
Real Estate originated in aggregate since 1997, approximately $18.9 billion of
U.S. commercial and multifamily mortgage loans that have been included in
securitizations, including approximately $11.9 billion of U.S. fixed rate loans
that were included in securitizations in which an affiliate of GECC acted as
depositor, approximately $7.0 billion of U.S. fixed rate loans that were
included in securitizations in which an unaffiliated entity acted as depositor
and approximately $800 million of U.S. floating rate loans that were included in
securitizations in which an affiliate acted as depositor. GE Real Estate has
also originated mortgage loans in Canada which have been included in
securitizations in which an affiliate of Merrill Lynch & Co., Inc. acted as
depositor.

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

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

      GECC has acted as sponsor for 20 transactions (two of which were wholly
private transactions) in which GE Commercial Mortgage Corporation or another
affiliate of GECC has acted as depositor. Overall, GECC has contributed
approximately 45% of the aggregate principal balance of the mortgage loans
included in GE Commercial Mortgage Corporation's and other affiliated
depositors' securitization transactions, with its contributions to public
transactions of such depositors ranging from approximately 20% to approximately
70% of the aggregate principal balance of the loans in a transaction. The
remainder of the mortgage loans in such


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securitization transactions were contributed by German American Capital
Corporation, Bank of America, National Association and other loan sellers.

      GECC has also acted as a loan seller to 15 U.S. commercial mortgage
securitization transactions in which affiliates of Credit Suisse Securities
(USA) LLC, Bank of America, National Association, Deutsche Mortgage and Asset
Receiving Corporation, Merrill Lynch & Co., Inc., JP Morgan Chase, Donaldson,
Lufkin & Jenrette, Inc. (which was later acquired by Credit Suisse Securities
(USA) LLC) and CW Capital LLC acted as depositor.

      GEMSA Loan Services, L.P. ("GEMSA"), which is co-owned by GECC and L.J.
Melody & Company, a commercial mortgage banking firm, currently acts as master
servicer on three, and as a primary servicer on 12, of the 20 U.S.
securitization transactions in which a GECC affiliate was depositor. GEMSA was
also appointed as a primary servicer on 13 out of the 15 U.S. securitization
transactions to which GECC contributed mortgage loans in which an unaffiliated
entity acted as depositor. GEMSA currently acts as servicer only of loans that
were originated by GECC or L. J. Melody or are included in securitization
transactions in which GECC is a sponsor or an affiliate of the depositor.
Servicing contracts on transaction to which GECC contributes mortgage loans are
awarded by GECC based on a bidding process.

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

      GE Real Estate's Underwriting Standards

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

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

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


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

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

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

          PROPERTY TYPE                  DSCR GUIDELINE    LTV RATIO GUIDELINE
      -------------------------------------------------------------------------
      Anchored Retail                         1.20x               80.0%
      Unanchored Retail                       1.20x               80.0%
      Multifamily                             1.20x               80.0%
      Office                                  1.20x               80.0%
      Manufactured Housing                    1.20x               80.0%
      Self Storage                            1.20x               80.0%
      Industrial/Warehouse                    1.20x               80.0%
      Hotel                                   1.30x               75.0%

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

      See "Description of the Mortgage Pool" in the offering prospectus and
Annex A-1 to the offering prospectus.

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

      o     Taxes - Typically an initial deposit and monthly escrow deposits
            equal to 1/12 of the annual property taxes (based on the most recent
            property assessment and the current millage rate) are required to
            provide GE Real Estate with sufficient funds to satisfy all taxes
            and assessments at least one month prior to their respective due
            dates.


                                       132



      o     Insurance - If the property is insured under an individual policy
            (i.e., the property is not covered by a blanket policy), typically
            an initial deposit and monthly escrow deposits equal to 1/12 of the
            annual property insurance premium are required to provide GE Real
            Estate with sufficient funds to pay all insurance premiums at least
            one month prior to their respective due dates. If the property is
            covered by a blanket policy of insurance, GE Real Estate generally
            reserves the right in the mortgage to require a separate insurance
            policy and insurance escrows in certain circumstances.

      o     Replacement Reserves - Replacement reserves are calculated in
            accordance with the expected useful life of the components of the
            property during the term of the mortgage loan.

      Notwithstanding the actual level of escrowed reserves, the following
minimum replacement reserve levels were generally assumed by GE Real Estate in
determining underwritten net cash flow:

      Retail                             $0.15 per square foot
      Multifamily                        $200.00-$250.00 per unit
      Office                             $0.15 per square foot
      Manufactured Housing               $30.00-$50.00 per pad
      Self Storage                       $0.15 per square foot
      Industrial/Warehouse               $0.15 per square foot
      Hotel                              4-5% of revenues


      o     Completion Repair/Environmental Remediation - Typically, a
            completion repair or remediation reserve is required if so indicated
            by the building condition report or environmental assessment. An
            initial deposit, upon funding of the mortgage loan generally in an
            amount equal to at least 125% of the estimated costs of repairs or
            replacements or remediation to be completed within the first year of
            the mortgage loan pursuant to the building condition report or
            environmental assessment is generally required. However, an
            environmental insurance policy, guaranty or other method of
            addressing an environmental condition may be accepted in lieu of a
            reserve fund.

      o     Re-tenanting - In most cases, major tenants and a significant number
            of smaller tenants have lease expirations within the mortgage loan
            term. To mitigate this risk, reserves for loans secured by
            commercial properties may be required to be funded either at closing
            of the mortgage loan and/or during the mortgage loan term to cover
            certain anticipated leasing commissions or tenant improvement costs
            which might be associated with releasing the space occupied by the
            tenants.

      WELLS FARGO BANK, NATIONAL ASSOCIATION. Wells Fargo Bank, National
Association, a national banking association ("Wells Fargo Bank"), is a sponsor
of the transaction and one of the mortgage loan sellers. Wells Fargo Bank
originated and underwrote all of the mortgage loans it is selling to us. Wells
Fargo Bank is also one of the master servicers and the certificate
administrator. See "Transaction Participants--The Master Servicers--Wells Fargo
Bank, National Association" and "--The Certificate Administrator" in this
offering prospectus.

      Wells Fargo Bank is a wholly-owned subsidiary of Wells Fargo & Company
(NYSE: WFC). The principal office of Wells Fargo Bank's commercial mortgage
origination division is located at 45 Fremont Street, 9th Floor, San Francisco,
California 94105, and its telephone number is (415) 396-7697.

      Wells Fargo Bank is engaged in a general consumer banking, commercial
banking and trust business, offering a wide range of commercial, corporate,
international, financial market, retail and fiduciary banking


                                       133



services. Wells Fargo Bank is a national banking association chartered by the
Office of the Comptroller of the Currency (the "OCC") and is subject to the
regulation, supervision and examination of the OCC.

      Wells Fargo Bank's Commercial Mortgage Securitization Program. Wells Fargo
Bank has been active as a participant in securitizations of commercial and
multifamily mortgage loans since 1995. Wells Fargo Bank originates commercial
and multifamily mortgage loans and, together with other mortgage loan sellers
and sponsors, participates in the securitization of such mortgage loans by
transferring them to an unaffiliated securitization depositor and participating
in structuring decisions. Multiple mortgage loan seller transactions in which
Wells Fargo Bank has participated include the "TOP" program in which Morgan
Stanley Capital I Inc. and Bear, Stearns Commercial Mortgage Securities Inc.
have alternately acted as depositor, the "PWR" program in which the BSCMSI
Depositor or Bear, Stearns Commercial Mortgage Securities II Inc. act as
depositor and the "HQ", "IQ" and "LIFE" programs in which Morgan Stanley Capital
I Inc. acts as depositor and the "ML-CFC" program in which Merrill Lynch
Mortgage Investors, Inc. acts as depositor.

      Between the inception of its commercial mortgage securitization program in
1995 and March 31, 2007, Wells Fargo Bank originated approximately 3,746 fixed
rate commercial and multifamily mortgage loans with an aggregate original
principal balance of approximately $19.6 billion, which were included in
approximately 53 securitization transactions. The properties securing these
loans include multifamily, office, retail, industrial, hospitality, manufactured
housing and self-storage properties. Wells Fargo Bank and certain of its
affiliates also originate other commercial and multifamily mortgage loans that
are not securitized, including subordinated and mezzanine loans. In the year
ended March 31, 2007, Wells Fargo Bank originated and securitized commercial and
multifamily mortgage loans with an aggregate original principal balance of
approximately $4.3 billion, all of which were included in securitization
transactions in which an unaffiliated entity acted as depositor.

      Servicing. Wells Fargo Bank services the mortgage loans that it
originates, and is acting as master servicer in this transaction. See "--The
Master Servicers--Wells Fargo Bank, National Association" in this offering
prospectus. Wells Fargo Bank is also acting as certificate administrator in this
transaction. See "--The Certificate Administrator" in this offering prospectus.

      Underwriting Standards. Wells Fargo Bank generally underwrites commercial
and multifamily mortgage loans originated for securitization in accordance with
the underwriting criteria described below. Each lending situation is unique,
however, and the facts and circumstances surrounding a particular mortgage loan,
such as the quality, location and tenancy of the mortgaged real property and the
sponsorship of the borrower, will impact the extent to which the underwriting
criteria are applied to that mortgage loan. The underwriting criteria are
general guidelines, and in many cases exceptions to one or more of the criteria
may be approved. Accordingly, no representation is made that each mortgage loan
originated by Wells Fargo Bank will comply in all respects with the underwriting
criteria.

      An underwriting team comprised of real estate professionals conducts a
review of the mortgaged real property related to each loan, generally including
an analysis of historical property operating statements, if available, rent
rolls, current and historical real estate taxes, and tenant leases. The borrower
and certain key principals of the borrower are reviewed for financial strength
and other credit factors, generally including financial statements (which are
generally unaudited), third-party credit reports, and judgment, lien, bankruptcy
and pending litigation searches. Depending on the type of the mortgaged property
and other factors, the credit of key tenants also may also be reviewed. Each
mortgaged property is generally inspected to ascertain its overall quality,
competitiveness, physical attributes, neighborhood, market, accessibility,
visibility and demand generators. Wells Fargo Bank generally obtains the third
party reports or other documents described in this offering prospectus under
"Description of the Mortgage Pool--Assessments of Property Condition."

      A loan committee of senior real estate professionals reviews each proposed
mortgage loan before a commitment is made. The loan committee may approve or
reject a proposed loan, or may approve it subject to modifications or
satisfaction with additional due diligence.


                                       134



      Debt Service Coverage Ratio and LTV Ratio. Wells Fargo Bank's underwriting
criteria generally require a minimum debt service coverage ratio of 1.20x and a
maximum LTV ratio of 80%. However, as noted above, these criteria are general
guidelines, and exceptions to them may be approved based on the characteristics
of a particular mortgage loan. For example, Wells Fargo Bank may originate a
mortgage loan with a lower debt service coverage ratio or a higher LTV ratio
based on relevant factors such as the types of tenants and leases at the
mortgaged real property or additional credit support such as reserves, letters
of credit or guarantees. In addition, with respect to certain mortgage loans
originated by Wells Fargo Bank or its affiliates there may exist subordinate
debt secured by the related mortgaged real property and/or mezzanine debt
secured by direct or indirect ownership interests in the borrower. Such mortgage
loans may have a lower debt service coverage ratio, and a higher LTV ratio, if
such subordinate or mezzanine debt is taken into account.

      For purposes of the underwriting criteria, Wells Fargo Bank calculates the
debt service coverage ratio for each mortgage loan on the basis of underwritten
net cash flow at loan origination. Therefore, the debt service coverage ratio
for each mortgage loan as reported in this offering prospectus and Annex A-1
hereto may differ from the ratio for such loan calculated at the time of
origination. In addition, Wells Fargo Bank's underwriting criteria generally
permit a maximum amortization period of 30 years. However, certain mortgage
loans may provide for interest-only payments prior to maturity, or for an
interest-only period during a portion of the term of the mortgage loan. See
"Description of the Mortgage Pool" in this offering prospectus.

      Escrow Requirements. Wells Fargo Bank may require a borrower to fund
escrows or reserves for taxes and insurance or, in some cases, requires such
escrows or reserves to be funded only upon a triggering event, such as an event
of default under the related mortgage loan. Wells Fargo Bank may also require a
borrower to fund escrows or reserves for other purposes such as deferred
maintenance, re-tenanting expenses and capital expenditures, in some cases only
during periods when certain debt service coverage ratios are not satisfied. In
some cases, in lieu of funding an escrow or reserve, 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. Wells Fargo Bank reviews the need for a particular escrow or
reserve on a loan-by-loan basis and does not require escrows or reserves to be
funded for each mortgage loan.

THE MASTER SERVICERS

      WELLS FARGO BANK, NATIONAL ASSOCIATION. Wells Fargo Bank, National
Association is a sponsor of this transaction and one of the mortgage loan
sellers, is also acting as certificate administrator and master servicer with
respect to those mortgage loans acquired by us from itself and General Electric
Capital Corporation and transferred by us to the trust. Wells Fargo Bank,
National Association is also acting as CGCMT 2007-C6 Trustee. Certain servicing
and administration functions will also be provided by one or more primary
servicers that previously serviced the mortgage loans for the applicable
mortgage loan seller.

      Wells Fargo Bank has originated and serviced commercial mortgage loans
since before 1975 and has serviced securitized commercial mortgage loans since
1993. Wells Fargo Bank is approved as a master servicer, primary servicer and
special servicer for commercial mortgage-backed securities rated by Moody's, S&P
and Fitch. Moody's does not assign specific ratings to servicers. S&P has
assigned to Wells Fargo Bank the ratings of STRONG as a primary servicer and as
a master servicer and ABOVE AVERAGE as a special servicer. Fitch has assigned to
Wells Fargo Bank the ratings of CMS2 as a master servicer, CPS1 as a primary
servicer and CSS1 as a special servicer. S&P's and Fitch's ratings of a servicer
are based on an examination of many factors, including the servicer's financial
condition, management team, organizational structure and operating history.

      As of March 31, 2007, the commercial mortgage servicing group of Wells
Fargo Bank was responsible for servicing approximately 12,165 commercial and
multifamily mortgage loans with an aggregate outstanding principal balance of
approximately $107.8 billion, including approximately 10,812 loans securitized
in approximately 97 commercial mortgage-backed securitization transactions with
an aggregate outstanding principal balance of approximately $103.0 billion, and
also including loans owned by institutional investors and government sponsored
entities such as Freddie Mac. The properties securing these loans are located in
all 50


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states and include retail, office, multifamily, industrial, hospitality and
other types of income-producing properties. According to the Mortgage Bankers
Association of America, as of December 31, 2006, Wells Fargo Bank was the fourth
largest commercial mortgage servicer in terms of the aggregate outstanding
principal balance of loans being master and/or primary serviced in commercial
mortgage-backed securitization transactions.

      Wells Fargo Bank has developed policies, procedures and controls for the
performance of its master servicing obligations in compliance with applicable
servicing agreements, servicing standards and the servicing criteria set forth
in Item 1122 of Regulation AB. These policies, procedures and controls include,
among other things, measures for notifying borrowers of payment delinquencies
and other loan defaults and for working with borrowers to facilitate collections
and performance prior to the occurrence of a Servicing Transfer Event.

      A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro)
provides investors with access to investor reports for commercial
mortgage-backed securitization transactions for which Wells Fargo Bank is master
servicer.

      Wells Fargo Bank may appoint one or more sub-servicers to perform all or
any portion of its duties under the pooling and servicing agreement. Wells Fargo
Bank monitors and reviews the performance of sub-servicers appointed by it.

      Wells Fargo Bank has received an issuer rating of "Aaa" from Moody's.
Wells Fargo Bank's long term deposits are rated "Aaa" by Moody's, "AA" by S&P
and "AA+" by Fitch.

      Wells Fargo & Company is the holding company for Wells Fargo Bank. Wells
Fargo & Company files reports with the Securities and Exchange Commission as
required under the Securities Exchange Act of 1934, as amended. Such reports
include information regarding Wells Fargo Bank and may be obtained at the
website maintained by the Securities and Exchange Commission at www.sec.gov.

      KEYCORP REAL ESTATE CAPITAL MARKETS, INC. KeyCorp Real Estate Capital
Markets, Inc., an Ohio corporation ("KRECM"), will be a master servicer under
the series 2007-C1 pooling and servicing agreement. KRECM maintains servicing
offices at 911 Main Street, Suite 1500, Kansas City, Missouri 64105 and 1717
Main Street, Suite 1000, Dallas, Texas 75201.

      KRECM has been engaged in the servicing of commercial mortgage loans since
1995 and commercial mortgage loans originated for securitization since 1998. The
following table sets forth information about KRECM's portfolio of master or
primary serviced commercial mortgage loans as of the dates indicated.



                          LOANS                              12/31/2004    12/31/2005    12/31/2006
---------------------------------------------------------    ----------    ----------    ----------

By Approximate Number:                                         5,345         11,218        11,322
By Approximate Aggregate Principal Balance (in billions):     $ 34.094      $ 73.692      $ 94.726


      Within this servicing portfolio are, as of December 31, 2006,
approximately 9,384 loans with a total principal balance of approximately $70
billion that are included in approximately 116 commercial mortgage-backed
securitization transactions. KRECM's servicing portfolio includes mortgage loans
secured by multifamily, office, retail, hospitality and other types of
income-producing properties that are located throughout the United States. KRECM
also services newly-originated commercial mortgage loans and mortgage loans
acquired in the secondary market for issuers of commercial and multifamily
mortgage-backed securities, financial institutions and a variety of investors
and other third-parties. Based on the aggregate outstanding principal balance of
loans being serviced as of December 31, 2006, the Mortgage Bankers Association
of America ranked KRECM the fifth largest commercial mortgage loan servicer in
terms of total master and primary servicing volume.


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      KRECM is approved as a master servicer, primary servicer and special
servicer for commercial mortgage-backed securities rated by Moody's, S&P and
Fitch. Moody's does not assign specific ratings to servicers. KRECM is on S&P's
Select Servicer list as a U.S. Commercial Mortgage Master Servicer, and S&P has
assigned to KRECM the rating of STRONG as a master servicer, primary servicer
and special servicer. Fitch has assigned to KRECM the ratings of CMS1- as a
master servicer, CPS1- as a primary servicer and CSS2+ as a special servicer.
S&P's and Fitch's ratings of a servicer are based on an examination of many
factors, including the servicer's financial condition, management team,
organizational structure and operating history.

      No securitization transaction involving commercial mortgage loans in which
KRECM is or has been acting as master servicer has experienced a master servicer
event of default as a result of any action or inaction of KRECM as master
servicer, including as a result of KRECM's failure to comply with the applicable
servicing criteria in connection with any securitization transaction.

      KRECM's servicing system utilizes a mortgage-servicing technology platform
with multiple capabilities and reporting functions. This platform allows KRECM
to process mortgage servicing activities including: (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. KRECM generally uses the
CMSA format to report to trustees of commercial mortgage-backed securities
(CMBS) transactions and maintains a website (www.Key.com/Key2CRE) that provides
access to reports and other information to investors in CMBS transactions for
which KRECM is a master servicer.

      Certain duties and obligations of the master servicers and the provisions
of the series 2007-C1 pooling and servicing agreement are described in this
offering prospectus under "Servicing of the Mortgage Loans." KRECM's ability to
waive or modify any terms, fees, penalties or payments on the underlying
mortgage loans and the effect of that ability on the potential cash flows from
the underlying mortgage loans are described in the offering prospectus under
"Servicing of the Mortgage Loans--The Controlling Class Representative and the
Loan Combination Controlling Parties"; "--Enforcement of Due-on-Sale and
Due-on-Encumbrance Provisions"; and "--Modifications, Waivers, Amendments and
Consents."

      The master servicers' obligations to make debt service advances and/or
servicing advances, and the interest or other fees charged for those advances
and the terms of the master servicers' recovery of those advances, are described
in this offering prospectus under "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" and "Servicing of the Mortgage Loans--Required
Appraisals" and "--Servicing and Other Compensation and Payment of Expenses."
KRECM will not have primary responsibility for the custody of original documents
evidencing the underlying mortgage loans. Rather, the trustee acts as custodian
of the original documents evidencing the underlying mortgage loans. But on
occasion, KRECM may have custody of certain original documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent KRECM performs custodial functions as the master servicer, original
documents will be maintained in a manner consistent with the Servicing Standard.

      Certain terms of the series 2007-C1 pooling and servicing agreement
regarding the master servicers' removal, replacement, resignation or transfer
are described in this offering prospectus under "Servicing of the Mortgage
Loans--Events of Default" and "--Rights Upon Event of Default."

      The manner in which collections on the underlying mortgage loans are to be
maintained is described under "Servicing of the Mortgage Loans--Collection
Accounts" in this offering prospectus. Generally, all amounts received by KRECM
on the underlying mortgage loans are initially deposited into a common clearing
account with collections on other commercial mortgage loans serviced by KRECM
and are then allocated and transferred to the appropriate account described
under "Servicing of the Mortgage Loans--Collection Accounts" in this offering
prospectus within the time required by the series 2007-C1 pooling and servicing
agreement.


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Similarly, KRECM generally transfers any amount that is to be disbursed to a
common disbursement account on the day of the disbursement.

      KRECM maintains the accounts it uses in connection with servicing
commercial mortgage loans with its parent company, KeyBank National Association.
The following table sets forth the ratings assigned to KeyBank National
Association's long-term deposits and short-term deposits.

                               S&P    FITCH     MOODY'S
                              ------  ------    --------
      Long-Term Deposits:       A       A         A1
      Short-Term Deposits:     A-1      F1        P-1

      KRECM believes that its financial condition will not have any material
adverse effect on the performance of its duties under the series 2007-C1 pooling
and servicing agreement and, accordingly, will not have any material adverse
impact on the mortgage pool performance or the performance of the series 2007-C1
certificates. There are currently no legal proceedings pending, and no legal
proceedings known to be contemplated by governmental authorities, against KRECM
or of which any of its property is the subject, that is material to the series
2007-C1 certificateholders.

      KRECM has developed policies, procedures and controls for the performance
of its master servicing obligations in compliance with applicable servicing
agreements, servicing standards and the servicing criteria set forth in Item
1122 of Regulation AB. These policies, procedures and controls include, among
other things, procedures to (i) notify borrowers of payment delinquencies and
other loan defaults, (ii) work with borrowers to facilitate collections and
performance prior to the occurrence of a servicing transfer event, and (iii) if
a servicing transfer event occurs as a result of a delinquency, loss, bankruptcy
or other loan default, transfer the subject loan to the special servicer.
KRECM's servicing policies and procedures for the servicing functions it will
perform under the series 2007-C1 pooling and servicing agreement for assets of
the same type included in the series 2007-C1 securitization transaction are
updated periodically to keep pace with the changes in the CMBS industry. For
example, KRECM has, in response to changes in federal or state law or investor
requirements, (i) made changes in its insurance monitoring and risk-management
functions as a result of the Terrorism Risk Insurance Act of 2002 and (ii)
established a website where investors and mortgage loan borrowers can access
information regarding their investments and mortgage loans. Otherwise, KRECM's
servicing policies and procedures have been generally consistent for the last
three years in all material respects.

      KRECM is, as a master servicer, generally responsible for both master
servicing functions and primary servicing functions with respect to the
underlying mortgage loans it is obligated to service under the series 2007-C1
pooling and servicing agreement. However, KRECM will be permitted to appoint one
or more sub-servicers to perform all or any portion of its primary servicing
functions under the series 2007-C1 pooling and servicing agreement, as further
described in this offering prospectus under "Servicing of the Mortgage
Loans--Sub-Servicers." At the request of certain of the mortgage loan sellers,
KRECM intends to appoint approximately fourteen (14) sub-servicers to perform
primary servicing functions for certain underlying mortgage loans or groups of
underlying mortgage loans (in each case aggregating less than 10% of the initial
mortgage pool balance) pursuant to subservicing agreements that will require and
entitle the respective sub-servicers to handle collections, hold escrow and
reserve accounts and respond to and make recommendations regarding assignments
and assumptions and other borrower requests.

      In addition, KRECM may from time to time perform some of its servicing
obligations under the series 2007-C1 pooling and servicing agreement through one
or more third-party vendors that provide servicing functions such as tracking
and reporting of flood zone changes, performing UCC searches or filing UCC
financing statements and amendments.


                                       138



      KRECM will, in accordance with its internal procedures and applicable law,
monitor and review the performance of the sub-servicers that it appoints and any
third-party vendors retained by it to perform servicing functions.

      KRECM is not an affiliate of the depositor, the sponsors, the trust, the
other master servicer, the issuing entity, the special servicer, the trustee, or
any originator of any of the underlying mortgage loans identified in this
offering prospectus.

      The information set forth in this offering prospectus concerning KRECM has
been provided by it. KRECM will make no representations as to the validity or
sufficiency of the series 2007-C1 pooling and servicing agreement, the series
2007-C1 certificates, the underlying mortgage loans or this offering prospectus.

      See also "Servicing of the Mortgage Loans--General," "--Servicing and
Other Compensation and Payment of Expenses," "--Enforcement of Due-on-Sale and
Due-on-Encumbrance Provisions," "--Modifications, Waivers, Amendments and
Consents," "--Required Appraisals," "--Collection Accounts" and "--Inspections;
Collection of Operating Information" below in this offering prospectus.

Wachovia Bank, National Association.

      Wachovia Bank, National Association ("Wachovia") is the master servicer
under the CGCMT Series 2007-C6 transaction and, in that capacity, will be master
servicer for the 600 West Chicago Trust Mortgage Loan under the pooling and
servicing agreement for the CGCMT Series 2007-C6 transaction.

      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.

      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:



         COMMERCIAL AND MULTIFAMILY            AS OF DECEMBER   AS OF DECEMBER   AS OF DECEMBER   AS OF DECEMBER   AS OF MARCH
               MORTGAGE LOANS                     31, 2003         31, 2004         31, 2005         31, 2006        31, 2007
---------------------------------------------  --------------   --------------   --------------   --------------   -----------

By Approximate Number........................       10,015           15,531           17,641           20,725          21,551
By Approximate Aggregate Unpaid
  Principal Balance (in Billions)............    $    88.6        $   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 included 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.


                                       139



      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:



                                           SECURITIZED MASTER                         OUTSTANDING
                                           SERVICED PORTFOLIO   OUTSTANDING ADVANCE   ADVANCES AS
                  DATE                           (UPB)*          (P&I AND PPA)*         % 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.

      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 CGCMT Series 2007-C6
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;


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      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;

      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 underlying
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 described in, and within the time
required by, the CGCMT Series 2007-C6 Pooling and Servicing Agreement or other
relevant servicing agreement, as applicable. 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 underlying mortgage loans. On occasion,
Wachovia may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent Wachovia performs custodial functions as a master servicer under the
CGCMT Series 2007-C6 Pooling and Servicing Agreement, documents will be
maintained in a manner consistent with the servicing standards described in the
CGCMT Series 2007-C6 Pooling and Servicing Agreement.


                                       141



      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 section titled "Transaction
Participants--The Servicers" regarding Wachovia has been provided by it.

THE SPECIAL SERVICERS

      Centerline Servicing Inc.

      Centerline Servicing Inc. ("CSI") (f/k/a ARCap Servicing, Inc.) will be
appointed as the special servicer of all of the mortgage loans (except with
respect to the 600 West Chicago Loan Combination), and as such, will be
responsible for servicing the specially serviced mortgage loans and REO
Properties. CSI is a corporation organized under the laws of the state of
Delaware and is a wholly-owned subsidiary of Centerline Capital Group Inc.
(f/k/a Charter Mac Corporation), a wholly-owned subsidiary of Centerline Holding
Company (f/k/a CharterMac), a publicly traded company. Centerline REIT Inc.
(f/k/a ARCap REIT, Inc.), and affiliate of CSI, is anticipated to be the
controlling class representative with respect to the transaction described in
this offering prospectus. The principal offices of CSI are located at 5221 N.
O'Connor Blvd. Suite 600, Irving, Texas 75039, and its telephone number is
972-868-5300.

      Certain of the duties of the special servicer and the provisions of the
pooling and servicing agreement regarding the special servicer, including
without limitation information regarding the rights and obligations of the
special servicer with respect to delinquencies, losses, bankruptcies and
recoveries and the ability of the special servicer to waive or modify the terms
of the mortgage loans are set forth herein under "Servicing of the Mortgage
Loans--Modifications, Waivers, Amendments and Consents" and "--Realization Upon
Defaulted Mortgage Loans; REO Properties." Certain terms of the pooling and
servicing agreement regarding the special servicer's removal, replacement,
resignation or transfer are described herein under "--Replacement of the Special
Servicer." Certain limitations on each special servicer's liability under the
pooling and servicing agreement are described in this offering prospectus under
"Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and
Consents." CSI will service the specially serviced mortgage loans in this
transaction in accordance with the procedures set forth in the pooling and
servicing agreement and in accordance with the loan documents and applicable
laws.

      CSI has a special servicer rating of CSS1 from Fitch. CSI is also on S&P's
Select Servicer list as a U.S. Commercial Mortgage Special Servicer and is
ranked "STRONG" by S&P. As of June 30, 2007, CSI was the named special servicer
in approximately 71 transactions representing approximately 11,154 first
mortgage loans, with an aggregate stated principal balance of approximately
$90.708 billion. Of those 71 transactions, 67 are commercial mortgage-backed
securities transactions representing approximately 11,067 first mortgage loans,
with an aggregate stated principal balance of approximately $89.4 billion. The
remaining four transactions are made up of two CDOs and two business lines with
affiliates of CSI. The portfolio includes multifamily, office, retail,
hospitality, industrial and other types of income-producing properties, located
in the United States, Canada and Puerto Rico. With respect to such transactions
as of such date, the special servicer was administering approximately 41 assets
with a stated principal balance of approximately $202.3 million. All of these
specially serviced assets are serviced in accordance with the applicable
procedures set forth in the related pooling and servicing agreement that governs
the asset. Since its inception in 2002 and through June 30, 2007, CSI has
resolved 283 total assets, including multifamily, office, retail, hospitality,
industrial and other types of income-producing properties, with an aggregate
principal balance of $1.56 billion.

      The special servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the


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Certificateholders. This account or accounts shall be an Eligible Account. The
funds in this account or accounts will not be commingled with the funds of the
special servicer, or the funds of any of the special servicer's other serviced
assets that are not serviced pursuant to the pooling and servicing agreement.

      CSI has developed policies and procedures and controls for the performance
of its special servicing obligations in compliance with the pooling and
servicing agreement, applicable law and the applicable servicing standard.

      CSI has been special servicing assets for approximately 4 years and
employs an asset management staff with an average of 13 years experience in this
line of business. Two additional senior managers in the special servicing group
have 30 and 18 years respectively of industry experience. CSI was formed in 2002
for the purpose of supporting the related business of Centerline REIT Inc., its
former parent, of acquiring and managing investments in subordinated CMBS for
its own account and those if its managed funds. Since December 31, 2002 the
number of commercial mortgage-backed securities transactions on which CSI is the
named special servicer has grown from approximately 24 transactions representing
approximately 4,004 loans with an aggregate stated principal balance of
approximately $24.5 billion, to approximately 67 transactions consisting of
approximately 11,067 loans with an approximate stated aggregate principal
balance of $89.4 billion on June 30, 2007. The four non-CMBS transactions were
acquired by CSI in the first quarter of 2007. With respect to such non-CMBS
transactions, CSI is the named special servicer on approximately 87 first
mortgage loans with an aggregate stated principal balance of $1.308 billion as
of June 30, 2007.

      The information set forth in this offering prospectus concerning the
special servicer has been provided by it.

      CWCapital Asset Management LLC. CWCapital Asset Management LLC ("CWCAM"),
a Massachusetts limited liability company, is the special servicer under the
CGCMT 2007-C6 transaction and, in that capacity, will be the special servicer
for the 600 West Chicago Trust Mortgage Loan under the CGCMT Series 2007-C6
Pooling and Servicing Agreement. The principal servicing offices of CWCAM are
located at 701 Thirteenth Street, NW, Suite 1000, Washington, DC 20005 and its
telephone number is (202) 715-9500. CWCAM and its affiliates are involved in the
real estate investment, finance and management business, including:

      o     originating commercial and multifamily real estate loans;

      o     investing in high yielding real estate loans and other commercial
            real estate debt instruments; and

      o     investing in, surveilling and managing as special servicer, unrated
            and non investment grade rated securities issued pursuant to
            commercial mortgage-backed securities ("CMBS") and commercial real
            estate collateralized debt obligations ("CRE CDO") transactions.

      CWCAM was organized in June 2005. In July of 2005, it acquired Allied
Capital Corporation's special servicing operations and replaced Allied Capital
Corporation as special servicer for all transactions for which Allied Capital
Corporation served as special servicer. In February 2006, an affiliate of CWCAM
merged with CRIIMI MAE, Inc. ("CMAE") and the special servicing operations of
CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were
consolidated into the special servicing operations of CWCAM. An affiliate or
affiliates of CWCAM may acquire certain of the non-offered series 2007-C6
certificates. CWCAM is a wholly owned subsidiary of CW Financial Services LLC.
CWCAM and its affiliates own and are in the business of acquiring assets similar
in type to the assets of the Trust Fund. Accordingly, the assets of CWCAM and
its affiliates may, depending upon the particular circumstances including the
nature and location of such assets, compete with the mortgaged real properties
for tenants, purchasers, financing and so forth.


                                       143



      Because CWCAM was not formed until June 2005, CWCAM did not serve as
special servicer for any CMBS pools as of December 31, 2004. As of December 31,
2005, CWCAM acted as special servicer with respect to 25 domestic CMBS pools
containing approximately 3,670 loans secured by properties throughout the United
States with a then current face value in excess of $32 billion. As of December
31, 2006, CWCAM acted as special servicer with respect to 94 domestic and 2
Canadian CMBS pool containing approximately 11,100 loans secured by properties
throughout the United States and Canada with a then current face value in excess
of $108.7 billion. Those loans include commercial mortgage loans secured by the
same types of income producing properties as those securing the mortgage loans
backing the certificates.

      CWCAM has three offices (Washington, D.C., Rockville, Maryland and
Needham, Massachusetts) and CWCAM provides special servicing activities for
investments in over 88 markets throughout the United States. As of December 31,
2006, CWCAM had 57 employees responsible for the special servicing of commercial
real estate assets. As of December 31, 2006, within the CMBS pools described in
the preceding paragraph, 162 assets were actually in special servicing. The
assets owned or managed by CWCAM and its affiliates may, depending upon the
particular circumstances, including the nature and location of such assets,
compete with the mortgaged real properties securing the underlying mortgage
loans for tenants, purchasers, financing and so forth. CWCAM does not service or
manage any assets other than commercial and multifamily real estate assets.

      Since its formation, policies and procedures of special servicing at CWCAM
have been adopted from the best practices of the Allied Capital Corporation and
CRIIMI MAE Services L.P., operations that it has acquired. These policies and
procedures for the performance of its special servicing obligations among other
things in compliance with applicable servicing criteria set forth in Item 1122
of Regulation AB of the Securities Act of 1933, as amended, including managing
delinquent loans and loans subject to the bankruptcy of the borrower.
Standardization and automation have been pursued, and continue to be pursued,
wherever possible so as to provide for continued accuracy, efficiency,
transparency, monitoring and controls.

      CWCAM occasionally engages consultants to perform property inspections and
to provide close surveillance on a property and its local market; it currently
does not have any plans to engage sub-servicers to perform on its behalf any of
its duties with respect to this transaction. CWCAM does not believe that its
financial condition will have any adverse effect on the performance of its
duties under the CGCMT Series 2007-C6 Pooling and Servicing Agreement and,
accordingly, will not have any material impact on the mortgage pool performance
or the performance of the Certificates. CWCAM does not have any material primary
principal and interest advancing obligations with respect to the CMBS pools as
to which it acts as special servicer and only has primary property protection
advancing obligations for one CMBS pool.

      CWCAM will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion, CWCAM
may have custody of certain of such documents as necessary for enforcement
actions involving particular mortgage loans backing the series 2007-C6
certificates or otherwise. To the extent that CWCAM has custody of any such
documents, such documents will be maintained in a manner consistent with the
servicing standard.

      There are currently no legal proceedings pending, and no legal proceedings
known to be contemplated by governmental authorities, against CWCAM or of which
any of its property is the subject, that is material to the series 2007-C6
certificateholders.

      CWCAM is not an affiliate of the depositor, any sponsor, the issuing
entity, any series 2007-C6 master servicer or the series 2007-C6 trustee. There
are no specific relationships involving or relating to this transaction or the
underlying mortgage loans between CWCAM or any of its affiliates, on the one
hand, and the depositor, any sponsor, any series 2007-C6 master servicer or the
issuing entity, on the other hand, that currently exist or that existed during
the past two years. In addition, there are no business relationships,
agreements, arrangements, transactions or understandings that have been entered
into outside the ordinary course of business or on terms other than would be
obtained in an arm's length transaction with an unrelated third party--apart
from the subject


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securitization transaction--between CWCAM or any of its affiliates, on the one
hand, and the depositor, any sponsor, any series 2007-C6 master servicer or the
issuing entity, on the other hand, that currently exist or that existed during
the past two years and that are material to an investor's understanding of the
offered certificates.

      No securitization transaction involving commercial or multifamily mortgage
loans in which CWCAM was acting as special servicer has experienced an event of
default as a result of any action or inaction performed by CWCAM as special
servicer. In addition, there has been no previous disclosure of material
noncompliance with servicing criteria by CWCAM with respect to any other
securitization transaction involving commercial or multifamily mortgage loans in
which CWCAM was acting as special servicer. From time to time, CWCAM and its
affiliates may be parties to lawsuits and other legal proceedings arising in the
ordinary course of business. CWCAM does not believe that any such lawsuits or
legal proceedings would, individually or in the aggregate, have a material
adverse effect on its business or its ability to service as special servicer.

      The information set forth herein regarding the Special Servicer has been
provided by CWCAM.

THE TRUSTEE

      U.S. Bank National Association ("U.S. Bank") will act as trustee under the
pooling and servicing agreement. U.S. Bank is a national banking association and
a wholly-owned subsidiary of U.S. Bancorp, which is currently ranked as the
sixth largest bank holding company in the United States with total assets
exceeding $221 billion as of March 31, 2007. As of March 31, 2007, U.S. Bancorp
served approximately 14.2 million customers, operated 2,498 branch offices in 24
states and had over 50,000 employees. A network of specialized U.S. Bancorp
offices across the nation, inside and outside its 24-state footprint, provides a
comprehensive line of banking, brokerage, insurance, investment, mortgage, trust
and payment services products to consumers, businesses, governments and
institutions.

      U.S. Bank has one of the largest corporate trust businesses in the country
with offices in 46 U.S. cities. The pooling and servicing agreement will be
administered from U.S. Bank's corporate trust office located at One Federal
Street, Corporate Trust Services - 3rd Floor, Boston, MA 02110, Attention:
Merrill Lynch Mortgage Trust 2007-C1.

      U.S. Bank has provided corporate trust services since 1924. As of March
31, 2007, U.S. Bank was acting as trustee with respect to approximately 81,000
issuances of securities with an aggregate outstanding principal balance of over
$2.2 trillion. This portfolio includes corporate and municipal bonds,
mortgage-backed and asset-backed securities and collateralized debt obligations.
As of March 31, 2007, U.S. Bank (and its affiliate U.S. Bank Trust National
Association) was acting as trustee on 81 issuances of commercial mortgage-backed
securities with an outstanding aggregate principal balance of approximately
$44,538,000,000.

      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.

THE CERTIFICATE ADMINISTRATOR

      Wells Fargo Bank, National Association ("Wells Fargo Bank") will act as
certificate administrator under the pooling and servicing agreement. Wells Fargo
Bank is a national banking association and a wholly-owned subsidiary of Wells
Fargo & Company. A diversified financial services company with approximately
$482 billion in assets, 23+ million customers and 158,000 employees as of
December 31, 2006, Wells Fargo & Company is among the leading U.S. bank holding
companies, providing banking, insurance, trust, mortgage and consumer finance
services throughout the United States. Wells Fargo Bank provides retail and
commercial banking services and corporate trust, custody, securities lending,
securities transfer, cash management, investment management and other financial
and fiduciary services. The depositor, the mortgage loan sellers, the master


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servicers and the special servicers may maintain banking and other commercial
relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank's
principal corporate trust offices are located at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951 and its office for certificate transfer services
is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113.

      Under the terms of the pooling and servicing, the certificate
administrator is responsible for securities administration, which includes pool
performance calculations, distribution calculations and the preparation of
monthly distribution reports. As securities administrator, the certificate
administrator is responsible for the preparation of all REMIC and grantor trust
tax returns on behalf of the trust fund and the preparation of monthly reports
on Form 10-D (in regards to distribution and pool performance information) and
annual reports on Form 10-K that are required to be filed with the Securities
and Exchange Commission on behalf of the issuing Trust. Wells Fargo Bank has
been engaged in the business of securities administration in connection with
mortgage-backed securities in excess of 20 years and in connection with
commercial mortgage-backed securities since 1997. It has acted as securities
administrator with respect to more than 360 series of commercial mortgage-backed
securities, and, as of December 31, 2006, was acting as securities administrator
with respect to more than $340 billion of outstanding commercial mortgage-backed
securities.

      Wells Fargo Bank's assessment of compliance with applicable servicing
criteria relating to its provision of master servicing, trustee, securities
administration and paying agent services for the twelve months ended December
31, 2006, furnished pursuant to Item 1122 of Regulation AB, discloses that it
was not in compliance with the 1122(d)(3)(i) servicing criteria during that
reporting period. The assessment of compliance indicates that certain monthly
investor or remittance reports included errors in the calculation and/or the
reporting of delinquencies for the related pool assets, which errors may or may
not have been material, and that all such errors were the result of data
processing errors and/or the mistaken interpretation of data provided by other
parties participating in the servicing function. The assessment further states
that all necessary adjustments to Wells Fargo Bank's data processing systems
and/or interpretive clarifications have been made to correct those errors and to
remedy related procedures. Despite the fact that the platform of transactions to
which such assessment of compliance relates included commercial mortgage-backed
securities transactions, the errors described above did not occur with respect
to any such commercial mortgage-backed securities transactions.

      There have been no material changes to Wells Fargo's policies or
procedures with respect to its securities administration function other than
changes required by applicable laws.

      In the past three years, Wells Fargo has not materially defaulted in its
certificate administration obligations under any pooling and servicing agreement
or caused an early amortization or other performance triggering event because of
servicing by Wells Fargo with respect to commercial mortgage-backed securities.

THE CUSTODIAN

      LaSalle Bank National Association ("LaSalle Bank") will act as custodian
under the pooling and servicing agreement. LaSalle Bank 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. The long-term unsecured debt of
LaSalle Bank is rated "A+" by S&P, "Aa3" by Moody's and "AA-" by Fitch. The
depositor, the master servicers, the special servicer, the trustee and the
certificate administrator may maintain other banking relationships in the
ordinary course of business with the custodian. The custodian's corporate trust
office is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Global Services and Trust Services--MLMT 2007-C1, or at such
other address as the custodian may designate from time to time. The long term
unsecured debt of LaSalle Bank is rated "A+" by S&P, "Aa3" by Moody's and "AA-"
by Fitch.

      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


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proposed sale currently includes all parts of the Global Securities and Trust
Services Group within LaSalle Bank 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
was filed on Form 6-K with the Securities and Exchange Commission on April 25,
2007. The contract provides that the sale of LaSalle Bank 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.
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 or selling LaSalle Bank to any third party other than as
provided for in the contract referenced above, monetary damages and specific
performance. On July 13, 2007, the Dutch Supreme Court ruled that the sale of
LaSalle Bank to Bank of America Corporation does not require shareholder
approval. ABN AMRO Bank N.V. has indicated that it intends to complete the sale
of LaSalle Bank to Bank of America Corporation.

      LaSalle Bank and MLMT are parties to a custodial agreement whereby LaSalle
Bank, for consideration, provides custodial services to MLMT for certain
commercial mortgage loans originated or purchased by it. Pursuant to this
custodial agreement, LaSalle Bank is currently providing custodial services for
most of the mortgage loans to be sold by MLMT to us in connection with the MLMT
series 2007-C6 securitization transaction. 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.

      In its capacity as custodian, LaSalle Bank 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 Bank provides custodial services on over 1100 residential, commercial
and asset-backed securitization transactions and maintains almost 3.0 million
custodial files in its two vault locations in Elk Grove, Illinois and Irvine,
California. LaSalle Bank'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 Bank 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 Bank 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 Bank 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.

      There are no legal proceedings pending against LaSalle Bank, or to which
any property of LaSalle Bank is subject, that is material to the
certificateholders, nor does LaSalle Bank have actual knowledge of any
proceedings of this type contemplated by governmental authorities.


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SIGNIFICANT OBLIGORS

      The mortgage loans identified on Annex A-1 to this offering prospectus as
Empirian Multifamily Portfolio Pool 1 and Empirian Multifamily Portfolio Pool 3
collectively represent more than 10% of the initial mortgage pool balance. The
related borrowers, which are affiliated, will be considered significant
obligors. See the portions of Annex C captioned "Ten Largest Mortgage
Loans--Empirian Multifamily Portfolio Pool 1" and "--Empirian Multifamily
Portfolio Pool 3".

      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.

      Wells Fargo Bank, National Association, a sponsor and mortgage loan
seller, is also acting as certificate administrator and as master servicer with
respect to those mortgage loans acquired by us from itself and General Electric
Capital Corporation and transferred by us to the trust. Wells Fargo Bank,
National Association is also acting as CGCMT 2007-C6 Trustee.

      LaSalle Bank National Association, a sponsor and mortgage loan seller,
will also act as the custodian for important loan documents with respect to the
mortgage loans.

      LaSalle Bank National Association and Merrill Lynch Mortgage Lending, Inc.
("MLML") are parties to a custodial agreement whereby LaSalle Bank National
Association, for consideration, provides custodial services to MLML for certain
commercial mortgage loans originated or purchased by it. Pursuant to this
custodial agreement, LaSalle Bank National Association 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 (other than the 600 West
Chicago Trust Mortgage Loan) will be governed by the pooling and servicing
agreement. This "Servicing of the Mortgage Loans" section (excluding the
subsection captioned "--Servicing of the 600 West Chicago Loan Combination")
contains summary descriptions of some of the provisions of the pooling and
servicing agreement relating to the servicing and administration of the mortgage
loans (other than the 600 West Chicago Trust Mortgage Loan) and any real estate
owned by the trust (which will not include the 600 West Chicago REO Property).
The final subsection of this "Servicing of the Mortgage Loans" section
(captioned "--Servicing of the 600 West Chicago Loan Combination") discusses
certain aspects of the servicing of the 600 West Chicago Trust Mortgage Loan
under the CGCMT Series 2007-C6 Pooling and Servicing Agreement. 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.


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      The servicing of the 600 West Chicago Loan Combination will be governed by
the CGCMT Series 2007-C6 Pooling and Servicing Agreement and the 600 West
Chicago Co-Lender Agreement. All decisions, consents, waivers, approvals and
other actions in respect of the 600 West Chicago Loan Combination will be
effected in accordance with the CGCMT Series 2007-C6 Pooling and Servicing
Agreement and the 600 West Chicago Co-Lender Agreement. Consequently, the
servicing provisions set forth herein will not be applicable to the 600 West
Chicago Loan Combination, the servicing of which will instead be governed by the
CGCMT Series 2007-C6 Pooling and Servicing Agreement. The servicing standard
under the CGCMT Series 2007-C6 Pooling and Servicing Agreement is substantially
similar to the Servicing Standard under the pooling and servicing agreement. See
"--Servicing of the 600 West Chicago Loan Combination" below.

      The pooling and servicing agreement provides that each master servicer and
the special servicer must service and administer the mortgage loans and any real
estate owned by the trust for which it is responsible (which does not include
the 600 West Chicago Trust Mortgage Loan), 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, each
master servicer and the special servicer must 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.

      In general, the master servicers will be responsible for the servicing and
administration of--

      o     all mortgage loans (other than the 600 West Chicago Trust Mortgage
            Loan) 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 (other than the 600 West
Chicago Trust 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 certificate administrator 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. Neither master servicer nor the special servicer will have
responsibility for the performance by another servicer of its obligations and
duties under the pooling and servicing agreement.

      Each master servicer will transfer servicing of a mortgage loan that it is
responsible for servicing 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 offering prospectus, in which event that
mortgage loan would be considered to be a worked out mortgage loan.


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      Each Non-Trust Loan (other than the 600 West Chicago Pari Passu 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.

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 its
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 either 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 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 its master
servicing fee. If either 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 0.02% per
annum as of the cut-off date. For purposes of this offering prospectus, master
servicing fees include primary servicing fees (but not fees payable to the CGCMT
Series 2007-C6 Master Servicer under the


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CGCMT Series 2007-C6 Pooling and Servicing Agreement), which are the portion of
the master servicing fees paid to the applicable master servicer or a
third-party primary servicer for directly servicing mortgage loans.

      The CGCMT Series 2007-C6 Master Servicer will be entitled to a comparable
fee calculated at 0.01% per annum with respect to the 600 West Chicago Trust
Mortgage Loan under the CGCMT Series 2007-C6 Pooling and Servicing Agreement.

      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 Accounts"
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 (including the 600 West Chicago Trust Mortgage Loan) during any
collection period (other than principal prepayments made out of insurance
proceeds, condemnation proceeds or liquidation proceeds), each master servicer
(with respect to any mortgage loan serviced by it that experienced such a
principal prepayment) 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; and

      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 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 any portion that constitutes the
excess servicing strip, and the amount of any investment income earned by that
master servicer on the related principal prepayment while on deposit in its
collection account. Without limiting the generality of the foregoing, in the
absence of the consent of the special servicer (which consent will be deemed to
have been given if a response is not received within a specified number of
days), neither master servicer may allow a borrower to deviate from the terms of
the related loan documents regarding voluntary


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principal prepayments (other than (a) with respect to principal prepayments made
out of insurance proceeds, condemnation proceeds or liquidation proceeds or (b)
pursuant to applicable law or a court order) if a Prepayment Interest Shortfall
in excess of the amount required to be covered by the subject master servicer
would occur as a result of the deviation.

      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 a master servicer 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
offering prospectus. 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) (but, in the case of each of the A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL classes, through the corresponding REMIC regular interest), 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 offering prospectus.

      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 (other than the 600 West Chicago Trust
                  Mortgage Loan), if any, as to which the corresponding
                  mortgaged real property has become REO Property; and

      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 either 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;


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            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 generally 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 (other than the 600 West
Chicago Trust Mortgage Loan) 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 offering
            prospectus 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;

      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 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


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            offering prospectus, unless the purchase does not occur within 90
            days of the subject mortgage loan becoming a specially serviced
            mortgage loan or unless provided for under the related Loan
            Combination Intercreditor Agreement;

      o     the purchase of any mortgage loan by a mezzanine lender pursuant to
            the related mezzanine intercreditor agreement unless provided for
            under the related mezzanine 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
            offering prospectus;

      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 Z and the REMIC
            residual 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; and

      o     the payoff or liquidation of the 600 West Chicago Trust Mortgage
            Loan.

      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 to the extent those fees relate to a
B-Note Non-Trust Loan, in which case the special servicer, subject to the
provisions of the applicable Loan Combination Intercreditor Agreement, will be
entitled to receive those fees solely from collections in respect of the subject
B-Note Non-Trust Loan.

      If the 600 West Chicago Loan Combination becomes a specially serviced
mortgage loan under the CGCMT Series 2007-C6 Pooling and Servicing Agreement,
the CGCMT Series 2007-C6 Special Servicer will be entitled to similar
compensation pursuant to such CGCMT Series 2007-C6 Pooling and Servicing
Agreement. If funds received in respect of the 600 West Chicago Trust Mortgage
Loan are insufficient to pay such compensation to the CGCMT Series 2007-C6
Special Servicer, a pro rata portion of such amounts will be withdrawn from
general collections on the mortgage loans in the CGCMT Series 2007-C6
Securitization and from general collections on the mortgage loans in the trust.
The special servicer under the pooling and servicing agreement is not entitled
to the foregoing fees with respect to the 600 West Chicago Trust Mortgage 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 or any shortfall caused by the application of a condemnation award or
casualty insurance proceeds).


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      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 trust fund 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 trust fund for, 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 trust fund for, 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

      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. Neither master
servicer nor 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 (other than the 600 West Chicago Loan
Combination or the 600 West Chicago REO Property). Generally, the special
servicer must make the request at least five business days (or, in an emergency
situation, not less than two 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.
As discussed below, the special servicer will have the option, but not the
obligation, to make such Advances on an emergency or urgent basis.


                                       155



      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
offering prospectus, 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
nonrecoverability 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 the funds in its
collection account are insufficient, from 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 offering
prospectus. 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 the funds in its collection account are
insufficient, from 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 offering prospectus.

      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 the funds in its
collection account are insufficient, from 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--


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      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
            master servicer's collection account (or, if the funds in its
            collection account are insufficient, from 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 offering prospectus.

      The special servicer may, but is not obligated to, make any servicing
advance on a specially serviced mortgage loan or REO Property that is 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.

      The master servicers, the special servicer and the trustee under the
pooling and servicing agreement for our MLMT series 2007-C1 certificates will
not have any obligation or authority to supervise the applicable CGCMT Series
2007-C6 Master Servicer or the CGCMT Series 2007-C6 Trustee or to make servicing
advances with respect to the 600 West Chicago Loan Combination. Pursuant to the
CGCMT Series 2007-C6 Pooling and Servicing Agreement, the applicable CGCMT
Series 2007-C6 Master Servicer and the CGCMT Series 2007-C6 Trustee will be
required to make servicing advances with respect to the 600 West Chicago Loan
Combination, subject, in each case, to its recoverability determination. In the
event that the applicable CGCMT Series 2007-C6 Master Servicer or the CGCMT
Series 2007-C6 Trustee makes any servicing advance with respect to the 600 West
Chicago Loan Combination that becomes a non-recoverable advance, then the trust
will be required to reimburse the applicable CGCMT Series 2007-C6 Master
Servicer or the CGCMT Series 2007-C6 Trustee under the CGCMT Series 2007-C6
Pooling and Servicing Agreement, as applicable, upon demand, for its pro rata
share of such servicing advances, together with interest thereon at the
reimbursement rate provided in the CGCMT Series 2007-C6 Pooling and Servicing
Agreement.

      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 offering
prospectus.

      Certain Litigation Matters. The management, prosecution, defense and/or
settlement of claims and litigation relating to any mortgage loan brought
against the trust fund or any party to the pooling and servicing agreement will
generally be handled by the applicable master servicer and the special servicer,
as more specifically provided for in the pooling and servicing agreement.


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TRUST ADMINISTRATION COMPENSATION

      Each of the trustee, the certificate administrator and the custodian will
be entitled to a monthly fee for its services, which fee (in the aggregate for
all three such parties) will--

      o     accrue at a rate of 0.0005% per annum,

      o     accrue on the Stated Principal Balance of each mortgage loan
            outstanding from time to time, and

      o     be calculated on the same interest accrual basis as is applicable to
            the subject 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 certificate administrator 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
offering prospectus. 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 certificate administrator 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 unless the subject institution or trust
company did not satisfy the eligibility requirements for maintaining the
distribution account or the interest reserve account for 30 or more days prior
to its bankruptcy or insolvency.

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. Each 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 or arrangements 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


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Combination, the related B-Note Loan Noteholder(s), will each 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.

      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, Z and the REMIC residual
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, Z and the REMIC residual 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, Z and the REMIC residual
certificates. The class A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-4, A-4FL and A-1A
certificates will be treated as a single class, the class AM and AM-FL
certificates will be treated as a single class and the class AJ and AJ-FL
certificates will be treated as a single class, in each case 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.


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      The certificate administrator 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 certificate administrator 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 certificate administrator 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
certificate administrator, 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 certificate administrator 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 certificate administrator and to the existing controlling class
representative.

      Designation of the Loan Combination Controlling Parties. The Loan
Combination Intercreditor Agreement for each Pari Passu Loan Combination and the
Encanto-SLB Puerto Rico Loan Combination provides for, or allows for, one or
more particular holders of the mortgage loans comprising the subject Loan
Combination or its or their designee(s) (as to any such Loan Combination, the
"Loan Combination Controlling Party") to provide advice and direction to the
applicable master servicer and/or the special servicer (or, in the case of the
600 West Chicago Loan Combination, the applicable CGCMT series 2007-C6 master
servicer and/or special servicer) with respect to various servicing actions
regarding the subject Loan Combination.

      The Loan Combination Controlling Party for each of the Loan Combinations
referred to in the prior paragraph will be: (a) in the case of the DRA/Colonial
Office Portfolio Loan Combination, the MLMT series 2007-C1 controlling class
representative; (b) in the case of the Och-Ziff Retail Portfolio Loan
Combination, the Och-Ziff Retail Portfolio Controlling Party; (c) in the case of
the 1101 New York Avenue Loan Combination, the MLMT series 2007-C1 controlling
class representative; (d) in the case of the 600 West Chicago Loan Combination,
the 600 West Chicago Controlling Party; and (e) in the case of the Encanto-SLB
Puerto Rico Loan Combination, the related B-Note Loan Noteholder or its
designee, until the occurrence of the applicable change of control trigger
event, and thereafter the MLMT series 2007-C1 controlling class representative.

      In general, a change of control trigger event will occur with respect to
the Encanto-SLB Puerto Rico Loan Combination if and for so long as:

      1.    (a) the initial principal balance of the related B-Note Non-Trust
            Loan, minus (b) the sum (without duplication) of (i) any payments of
            principal (whether as principal payments or otherwise) allocated to
            and received on the related B-Note Non-Trust Loan, (ii) any
            Appraisal


                                       160



            Reduction Amount in respect of the Encanto-SLB Puerto Rico Loan
            Combination and (iii) and losses realized with respect to the
            Encanto-SLB Puerto Rico Loan Combination; is less than

      2.    25% of the excess of (x) the initial principal balance of the
            related B-Note Non-Trust Loan, over (y) any payments of principal
            (whether as principal payments or otherwise) allocated to and
            received on the related B-Note Non-Trust Loan.

      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 (other than the 600 West
Chicago Trust Mortgage Loan) that becomes a specially serviced mortgage loan,
not later than 60 days 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, among others, by the special servicer.

      If, within 10 business days of receiving an asset status report that
relates to a mortgage loan (other than the 600 West Chicago Trust Mortgage Loan)
and that 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 (with respect to a mortgage loan other than the 600 West Chicago
Trust Mortgage Loan) 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 (with
respect to a mortgage loan other than the 600 West Chicago Trust Mortgage Loan)
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 second 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.


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      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. In addition, in
the case of each of the Och-Ziff Retail Portfolio Loan Combination and the
Encanto-SLB Puerto Rico Loan Combination, the related Loan Combination
Controlling Party, rather than the controlling class representative, will have
the above-described approval rights in respect of any asset status report for
the subject Loan Combination.

      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 Non-Trust Loan(s)) in accordance with the Servicing Standard and to
maintain the status of any REMIC or grantor trust created under the pooling and
servicing agreement, (b) result in the imposition of any tax on "prohibited
transactions" or contributions after the startup date of any REMIC created under
the pooling and servicing agreement under the Code, (c) expose any party to the
pooling and servicing agreement, any mortgage loan seller or the trust fund to
any claim, suit or liability or (d) expand the scope of the applicable master
servicer's, the trustee's, the certificate administrator's, the custodian's or
the 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 (except with
respect to the Pari Passu Trust Mortgage Loans and the Encanto-SLB Puerto Rico
Trust Mortgage Loan), 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 (except with respect to the Pari Passu Trust
Mortgage Loans and the Encanto-SLB Puerto Rico Trust Mortgage Loan) 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 offering prospectus 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 offering prospectus, 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;


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      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);

      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).

      In the case of each of the DRA/Colonial Office Portfolio Loan Combination,
the Och-Ziff Retail Portfolio Loan Combination, the 1101 New York Avenue Loan
Combination and the Encanto-SLB Puerto Rico Loan Combination, the related Loan
Combination Controlling Party will have substantially similar (but not
identical) rights and powers to those described in the prior paragraph with
respect to the subject Loan Combination pursuant to the pooling and servicing
agreement and the related Loan Combination Intercreditor Agreement. In the case
of the 600 West Chicago Loan Combination, the 600 West Chicago Controlling Party
will have substantially similar (but not identical) rights and powers with
respect to the 600 West Chicago Loan Combination pursuant to the CGCMT Series
2007-C6 Pooling and Servicing Agreement and the related Loan Combination
Intercreditor Agreement.

      Notwithstanding the foregoing, in general, no advice, direction or
objection given or made by the controlling class representative or a Loan
Combination Controlling Party, 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 related intercreditor agreement 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;


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      o     cause the issuing entity to fail to qualify as one or more REMICs or
            result in an adverse tax consequence for the issuing entity, except
            that the controlling class representative may advise or direct the
            issuing entity to earn "net income from foreclosure property" that
            is subject to tax with the consent of the special servicer, if the
            special servicer determines that the net after-tax benefit to
            certificateholders is greater than another method of operating or
            net-leasing the subject mortgaged real properties;

      o     expose the trust, us, the applicable master servicer, the special
            servicer, the trustee, the certificate administrator, the custodian
            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 applicable master servicer or 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 generally take such action without waiting for a response from the
controlling class representative or the related Loan Combination Controlling
Party, as applicable.

      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 any party that has controlling rights with respect to a
Loan Combination 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 a
specified number of 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.

      Notwithstanding the foregoing discussion, with respect to the 600 West
Chicago Loan Combination, the controlling class representative for our MLMT
series 2007-C1 certificates will have no approval rights for actions the
applicable CGCMT Series 2007-C6 Master Servicer and CGCMT Series 2007-C6 Special
Servicer take with respect to the 600 West Chicago Loan Combination. The 600
West Chicago Controlling Party (which is the "controlling holder" of the CGCMT
Series 2007-C6 Securitization) will act as the controlling class representative
with respect to the 600 West Chicago Loan Combination. As designee of the holder
of the 600 West Chicago Trust Mortgage Loan, the controlling class
representative for our MLMT series 2007-C1 certificates will solely have the
right, on a non-binding basis, to consult with the applicable CGCMT Series
2007-C6 Master Servicer and CGCMT Series 2007-C6 Special Servicer regarding such
servicing actions as described under "Description of the Mortgage Pool--The Loan
Combinations--The 600 West Chicago Loan Combination" in this offering
prospectus.

      In the case of each of the Lexus of Freemont Loan Combination, the Stone
Ridge Apartments Loan Combination, the Fairfield Inn Potomac Mills Loan
Combination and the Toledo Hilton Loan Combination, the related B-Note Loan
Noteholder will have certain consent rights with respect to loan modifications.

      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


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mortgage loans that are part of Loan Combinations, the related Non-Trust Loan
Noteholders and/or Loan Combination Controlling Parties) 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. 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 certificate
administrator, the custodian, 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.

If the conditions specified in the two bullets in the preceding sentence are not
satisfied, then the special servicer will not be required to assume the defense
of the subject claim.

      The controlling class representative, the Loan Combination Controlling
Parties 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 neither the Loan Combination Controlling Parties
nor the Non-Trust Loan Noteholders 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 any Loan Combination, the related Loan Combination Controlling
Party (if any) and the related Non-Trust Loan Noteholder(s), as the case may be,
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 Loan
Combination Controlling Party or 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 under the pooling and servicing agreement and appoint a successor
thereto. In addition, if the special servicer under the pooling and servicing
agreement 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, however,
any appointment of a successor special servicer under the pooling and servicing
agreement will be subject to, among other things, receipt by the trustee of--


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      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.

      In addition, the right of the controlling class certificateholders to
replace a special servicer for a Loan Combination serviced under the pooling and
servicing agreement will be subject to such consent, approval and other rights
of the related Loan Combination Controlling Party (if any) and/or the related
Non-Trust Loan Noteholder(s) as may be described under "Description of the
Mortgage Pool--The Loan Combinations" in this offering prospectus. Furthermore,
for example, the Och-Ziff Retail Portfolio Controlling Party and, for so long as
it is the related Loan Combination Controlling Party, the related B-Note Loan
Noteholder in respect of the Encanto-SLB Puerto Rico Loan Combination will have
similar rights to replace the special servicer for the applicable Loan
Combination.

      Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.

      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.

      See "Description of the Mortgage Pool--The Loan Combinations" for
discussion of who may cause the CGCMT Series 2007-C6 Special Servicer to be
terminated without cause with respect to the 600 West Chicago Loan Combination.

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 certificate
administrator, 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


                                       166



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 (in each case other than with respect to the 600 West Chicago
Trust Mortgage Loan), 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 $25,000,000 or more (or, with
                  respect to S&P in the case of a due on sale clause),
                  $35,000,000 or more or, with respect to S&P in the case of a
                  due on encumbrance clause, $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
                  (or, in the case of S&P in the case of a due on encumbrance
                  clause, 2% 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;

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, neither master servicer nor 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.

      With respect to the 600 West Chicago Loan Combination, the applicable
CGCMT Series 2007-C6 Master Servicer and CGCMT Series 2007-C6 Special Servicer
will be required to enforce, on behalf of the issuing entity (and the CGCMT
Series 2007-C6 certificateholders), any right the lender under the 600 West
Chicago Loan Combination may have under either a due-on-sale or a
due-on-encumbrance clause set forth in the loan documents for the 600 West
Chicago Loan Combination in accordance with the CGCMT Series 2007-C6 Pooling and
Servicing Agreement.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

      The special servicer, with respect to any specially serviced mortgage loan
(excluding the 600 West Chicago Trust Mortgage Loan) may, consistent with the
Servicing Standard agree to:

      o     modify, waive or amend any term of the subject mortgage loan;


                                       167



      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 offering
prospectus 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.

      Neither 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 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


                                       168



                  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 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 any REMIC created under the pooling and servicing agreement to
            fail to qualify as such under the Code;

      o     result in the imposition of any tax on prohibited transactions or
            contributions after the startup date of any REMIC created under the
            pooling and servicing agreement 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     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

      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.


                                       169



      Notwithstanding the foregoing, in the case of an ARD Loan, 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 that mortgage loan, 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 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 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.

      Modifications, waivers, amendments and consents in respect of the 600 West
Chicago Loan Combination will be addressed by the applicable CGCMT Series
2007-C6 Master Servicer or CGCMT Series 2007-C6 Special Servicer, as applicable,
in accordance with the CGCMT Series 2007-C6 Pooling and Servicing Agreement.

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 (other than the 600 West Chicago Trust Mortgage Loan),
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 offering prospectus.

      The equivalent reduction amount with respect to the 600 West Chicago Loan
Combination will be determined with respect to the loans comprising the 600 West
Chicago Loan Combination as if it were a single loan, by the applicable CGCMT
Series 2007-C6 Master Servicer pursuant to the CGCMT Series 2007-C6 Pooling and
Servicing Agreement, and allocated between the 600 West Chicago Trust Mortgage
Loan and the 600 West Chicago Pari Passu Non-Trust Loan on a pari passu basis.


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      If an Appraisal Trigger Event occurs with respect to any mortgage loan
(other than the 600 West Chicago Trust 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
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 a master servicer's collection account will be paid to that master
servicer as additional compensation subject to the limitations set forth in the
pooling and servicing agreement.

      Only the related master servicer and its agents will have access to the
funds in any collection account. Notwithstanding the foregoing, any sub-servicer
acting for a master servicer will have access to funds with respect to those
mortgage loans it is sub-servicing prior to remitting them to the applicable
master servicer.

      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:


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      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;

      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;

      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 offering prospectus;

      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 offering prospectus;

      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 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 (other than the 600 West Chicago Trust Mortgage Loan),
the special servicer is required to promptly remit these amounts to the
applicable master servicer for deposit in its 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.


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      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 certificate administrator for deposit in the
            certificate administrator's distribution account described under
            "Description of the Offered Certificates--Distribution Account" in
            this offering prospectus, 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)
            and (b)(vi) of the definition of that term in this offering
            prospectus, 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 and/or 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
            "Description of the Offered Certificates--Advances of Delinquent
            Monthly Debt Service Payments and Reimbursement of Advances" in this
            offering prospectus;

      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 (other than the
            600 West Chicago Trust 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, the special servicer or itself, in that
            order, 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"


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            above and "Description of the Offered Certificates--Advances of
            Delinquent Monthly Debt Service Payments and Reimbursement of
            Advances" in this offering prospectus;

      o     to reimburse the trustee or the special servicer or itself, in that
            order, 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 offering
            prospectus;

      o     to make any payments required to be made by the trust to the
            applicable CGCMT Series 2007-C6 Master Servicer, the CGCMT Series
            2007-C6 Special Servicer and the CGCMT Series 2007-C6 Trustee
            pursuant to the 600 West Chicago Co-Lender Agreement and the CGCMT
            Series 2007-C6 Pooling and Servicing Agreement;

      o     to pay 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), 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;

      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, directors, officers, employees and
            agents, as the case may be, out of general collections on the


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            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 certificate administrator in connection
            with providing advice to the special servicer;

      o     to pay any other items described in this offering prospectus 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 a Non-Trust Loan to cover expenses payable or reimbursable
out of general collections with respect to mortgage loans and REO Properties in
the trust that are not part of the related Loan Combination.

      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 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 amounts 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) are sufficient to make such payment,
            reimbursement or remittance in full or in part,

then the other master servicer will be required to make the payment,
reimbursement or remittance from its collection account within a specified
number of days following a written request from the requesting master servicer
(upon which the paying master servicer will be entitled to conclusively rely).
The written request will be required to indicate the nature and amount of the
payment, reimbursement or remittance and include a certification from the
requesting master servicer that there are not sufficient funds in its collection
account to make the subject 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
offering


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prospectus 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 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, in the case of the 600 West Chicago Trust
Mortgage Loan, any fair value determination will be made by, or be based on
information provided by, a party under the CGCMT Series 2007-C6 Pooling and
Servicing Agreement.

      Notwithstanding the foregoing, the holder of a B-Note Non-Trust Loan will
generally 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 offering prospectus. 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.

      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,


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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 master servicer or the trustee, as applicable, will be
entitled to receive, out of the collection accounts, 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

                  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


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            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
certificate administrator, the custodian, 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 certificate administrator 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.

      In the event a default has occurred and is continuing and no satisfactory
arrangements can be made for collection of delinquent payments with respect to
the 600 West Chicago Loan Combination, the CGCMT Series 2007-C6 Special Servicer
will be required to institute foreclosure proceedings, exercise any power of
sale contained in the related mortgage, obtain a deed in lieu of foreclosure or
otherwise acquire title to the corresponding mortgaged real property, by
operation of law or otherwise in accordance with the procedures set forth in the
CGCMT Series 2007-C6 Pooling and Servicing Agreement.


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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

      o     the special servicer obtains an opinion of independent counsel
            generally to the effect that the holding of the property subsequent
            to the end of the third calendar year following the year in which
            the acquisition occurred will not result in the imposition of a tax
            on the trust assets or cause any REMIC created under the pooling and
            servicing agreement to fail to qualify as such under the 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 certificate administrator, or any person appointed by the
certificate administrator 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.

      This determination is most likely to occur in the case of an REO Property
that is a hotel. To the extent that income the trust receives from an REO
Property is subject to a tax on net income from foreclosure property, that
income would be subject to federal tax at the highest marginal corporate tax
rate, which is currently 35%.

      The determination as to whether income from an REO Property would be
subject to a tax will depend on the specific facts and circumstances relating to
the management and operation of each REO Property. Generally, income from an REO
Property that is directly operated by the special servicer would be apportioned
and classified as service or non-service income. The service portion of the
income could be subject to federal tax at the highest marginal corporate tax
rate and could also be subject to certain state or local taxes. The non-service
portion of the income could be subject to federal tax at the highest marginal
corporate tax rate or, although it appears unlikely, at the 100% rate. Any tax
imposed on the trust's income from an REO Property would reduce the amount
available for payment to the certificateholders. See "Federal Income Tax
Consequences" in this offering prospectus and in the accompanying base
prospectus. The reasonable out-of-pocket costs and expenses of obtaining
professional tax advice in connection with the foregoing will be payable out of
the applicable master servicer's collection account.


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      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 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.

      The CGCMT Series 2007-C6 Special Servicer will be required to administer
any REO Property related to the 600 West Chicago Loan Combination in a
substantially similar manner pursuant to the CGCMT Series 2007-C6 Pooling and
Servicing Agreement.

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 (excluding the 600 West Chicago
Trust 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


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      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 (excluding the 600 West Chicago Trust 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 (other than the 600 West Chicago 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 master servicer to the certificate administrator,
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).

      Inspections of the 600 West Chicago Mortgaged Property and collection of
the related property financial information are to be performed by the applicable
CGCMT Series 2007-C6 Master Servicer and/or the CGCMT Series 2007-C6 Special
Servicer.

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 certificate administrator 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;


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      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 the 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) the certificate
administrator and 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
has been retained by a servicer on or following the date of initial issuance of
the certificates and 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) (i) the certificate administrator must deliver and (ii)
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 has been
retained by a servicer on or following the date of initial issuance of the
certificates and 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 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 certificate
            administrator 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


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      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 certificate administrator or the trustee or any
            other party to the pooling and servicing agreement; 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 that 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 certificate administrator 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 certificate
            administrator the annual statement of compliance, the annual
            assessment report and/or the annual attestation report with respect
            to the subject master servicer (or any additional servicer or
            sub-servicing function participant, as applicable, engaged thereby
            and that was not 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) or the special servicer (or any
            additional servicer or sub-servicing function participant, as
            applicable, engaged thereby and that was not 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), 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 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


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            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     Fitch 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 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; or

      o     a master servicer ceases to be rated at least CMS3 by Fitch or the
            special servicer ceases to be rated CSS3 by Fitch and such rating is
            not restored within 30 days after the subject downgrade or
            withdrawal.

      The pooling and servicing agreement may include other events of default
that apply only to the Non-Trust Loans and/or securities backed thereby.

      If an officer of the trustee responsible for administration of the trust
has notice of any event that constitutes or, with notice or lapse of time or
both, would constitute an event of default with respect to the master servicer
or the special servicer, then--within 10 days after such officer's receipt of
that notice--the trustee will transmit by mail to us, all the
certificateholders, S&P and Fitchf notice of that occurrence, unless the default
has been cured.

      With respect to the 600 West Chicago Trust Mortgage Loan, the events,
circumstances and conditions that will be considered events of default under the
CGCMT Series 2007-C6 pooling and servicing agreement are generally similar but
not identical to those that will be considered events of default under the
pooling and servicing agreement as described above.


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RIGHTS UPON EVENT OF DEFAULT

      If an event of default described above under "--Events of Default" occurs
with respect to 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 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
            a successor master servicer or as 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
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 Fitch and S&P 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 it is responsible for servicing,
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.

      Notwithstanding the foregoing in this "--Rights Upon Event of Default"
section, (a) if an event of default on the part of the master servicer affects a
Non-Trust Loan Noteholder in respect of the DRA/Colonial Office Portfolio,
Och-Ziff Retail Portfolio, 1101 New York Avenue or Encanto-SLB Puerto Rico Loan
Combination, and if the master sericer is not otherwise terminated as provided
above, then the master servicer may not be terminated by or at the direction of
the related Non-Trust Loan Noteholder, and (b) furthermore, if an event of
default affects solely a Non-Trust Loan Noteholder in respect of the
DRA/Colonial Office Portfolio, Och-Ziff Retail Portfolio, 1101 New York Avenue
or Encanto-SLB Puerto Rico Loan Combination, then the master


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servicer may not be terminated by the trustee. However, in the case of each of
clause (a) and (b) of the prior sentence, at the request of the affected
Non-Trust Loan Noteholder, the master servicer must appoint a sub-servicer that
will be responsible for servicing the subject Loan Combination.

      Also notwithstanding the foregoing in this "--Rights Upon Event of
Default" section, if an event of default on the part of the special servicer
affects a Non-Trust Loan in respect of the DRA/Colonial Office Portfolio,
Och-Ziff Retail Portfolio, 1101 New York Avenue or Encanto-SLB Puerto Rico Loan
Combination and the special servicer is not otherwise terminated as provided
above, then the related Non-Trust Noteholder may, subject to certain conditions,
require the termination of the duties and obligations of the special servicer
with respect to the subject Loan Combination only, but no other mortgage loan in
the trust, in accordance with the terms of the pooling and servicing agreement.
If the special servicer for a Loan Combination is different from the special
servicer for the rest of the mortgage loans serviced under the pooling and
servicing agreement, then (unless the context indicates otherwise) all
references to the special servicer in this offering prospectus and the
accompanying base prospectus are intended to mean the applicable special
servicer or both special servicers together, as appropriate in light of the
circumstances.

      No certificateholder will have the right under the pooling and servicing
agreement to institute any suit, action or proceeding with respect to that
agreement or any underlying mortgage loan unless--

      o     that holder previously has given to the trustee written notice of
            default,

      o     except in the case of a default by the trustee, certificateholders
            entitled to not less than 25% of the voting rights have made written
            request to the trustee to institute that suit, action or proceeding
            in its own name as trustee under the pooling and servicing agreement
            and have offered to the trustee such reasonable indemnity as it may
            require, and

      o     except in the case of a default by the trustee, the trustee for 60
            days has neglected or refused to institute that suit, action or
            proceeding.

      See "Description of the Governing Documents--Rights, Protection,
Indemnities and Immunities of the Trustee" for a description of certain
limitations regarding the trustee's duties with respect to the foregoing
matters.

NON-TRUST LOAN SECURITIES

      If any Non-Trust Loan is securitized, the master servicer and/or the
special servicer may be required to obtain rating agency confirmations with
respect to the related securities backed thereby in connection with certain
servicing actions involving the related Loan Combination, with may result in
delays.

THIRD-PARTY BENEFICIARIES

      The mortgage loan sellers and the Non-Trust Loan Noteholders will be
third-party beneficiaries of the pooling and servicing agreement. Accordingly,
the pooling and servicing agreement cannot be modified in any manner that is
material and adverse to any of those parties without its consent.

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;


                                       186



      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 trustee will have the power to appoint a co-trustee or
separate trustee of all or any part of the trust assets. All rights, powers,
duties and obligations conferred or imposed upon the trustee will be conferred
or imposed upon the trustee and the separate trustee or co-trustee jointly, or
in any jurisdiction in which the trustee shall be incompetent or unqualified to
perform some acts, singly upon the separate trustee or co-trustee who shall
exercise and perform its rights, powers, duties and obligations solely at the
direction of the trustee.

SERVICING OF THE 600 WEST CHICAGO LOAN COMBINATION

      The CGCMT Series 2007-C6 Pooling and Servicing Agreement initially governs
the servicing and administration of the 600 West Chicago Loan Combination and
any related REO Property. The CGCMT Series 2007-C6 Pooling and Servicing
Agreement is the governing document for the CGCMT Series 2007-C6 Securitization.
Under the CGCMT Series 2007-C6 Pooling and Servicing Agreement, the master
servicer with respect to the 600 West Chicago Loan Combination is Wachovia Bank,
National Association, the trustee is Wells Fargo Bank, N.A., the certificate
administrator is LaSalle Bank National Association and the initial special
servicer is CWCapital Asset Management LLC and the 600 West Chicago Controlling
Party will be the controlling class representative for the CGCMT Series 2007-C6
Securitization. The master servicers, special servicer and trustee under the
pooling and servicing agreement for our MLMT series 2007-C1 certificates will
not have any obligation or authority to supervise the applicable CGCMT Series
2007-C6 master servicer, the CGCMT Series 2007-C6 special servicer or the CGCMT
Series 2007-C6 trustee or to make servicing advances with respect to the 600
West Chicago Loan Combination.

      The CGCMT Series 2007-C6 Pooling and Servicing Agreement provides for
servicing in a manner acceptable for rated transactions similar in nature to our
MLMT series 2007-C1 securitization and the servicing arrangements under the
CGCMT Series 2007-C6 Pooling and Servicing Agreement are generally similar, but
not identical, to the servicing arrangements under our MLMT series 2007-C1
pooling and servicing agreement. In that regard--

      o     one or more parties to the CGCMT Series 2007-C6 Pooling and
            Servicing Agreement will be responsible for making servicing
            advances with respect to the 600 West Chicago Loan Combination,
            which servicing advances will be reimbursable (with interest at a
            published prime rate) to the maker thereof out of collections on the
            600 West Chicago Loan Combination, and none of the parties to that
            related agreement (in their capacities under such agreement) will
            have any right or duty to make advances of delinquent debt service
            payments on the 600 West Chicago Trust Mortgage Loan;

      o     the mortgage loans that form the 600 West Chicago Loan Combination
            are to be serviced and administered under a general servicing
            standard that is similar (but not identical) to the Servicing
            Standard under our MLMT series 2007-C1 pooling and servicing
            agreement and as if they were a single mortgage loan indebtedness
            under that agreement (subject to any rights of the 600 West


                                       187



            Chicago Controlling Party or a representative on its behalf to
            consult or advise with respect to, or to approve or disapprove,
            various servicing-related actions involving the 600 West Chicago
            Loan Combination);

      o     the mortgage loans that form the 600 West Chicago Loan Combination
            will become specially serviced mortgage loans if specified events
            occur, which events are similar (but not identical) to the Servicing
            Transfer Events under our MLMT series 2007-C1 pooling and servicing
            agreement, in which case the CGCMT Series 2007-C6 Special Servicer
            will be entitled to (among other things) special servicing fees,
            workout fees and/or liquidation fees with respect to the 600 West
            Chicago Trust Mortgage Loan that arise and are payable in a manner
            and to an extent that is similar to the special servicing fees,
            workout fees and/or liquidation fees that are payable to the special
            servicer under our MLMT series 2007-C1 pooling and servicing
            agreement with respect to other underlying mortgage loans;

      o     any modification, extension, waiver or amendment of the payment
            terms of the 600 West Chicago Loan Combination is required to be
            structured so as to be consistent with the allocation and payment
            priorities in the related mortgage loan documents and the related
            Loan Combination Intercreditor Agreement, such that neither the
            trust as holder of the 600 West Chicago Trust Mortgage Loan nor any
            holder of a related Non-Trust Loan gains a priority over the other
            such holder that is not reflected in the related mortgage loan
            documents and the related Loan Combination Intercreditor Agreement;

      o     the master servicer and special servicer under the CGCMT Series
            2007-C6 Pooling and Servicing Agreement will each have duties to
            consult with or obtain the approval of or take direction from the
            related 600 West Chicago Controlling Party under that agreement as
            described under "--Servicing of the Mortgage Loans--The Controlling
            Class Representative and the Loan Combination Controlling Parties"
            above and see "Description of the Mortgage Pool--The Loan
            Combinations--The 600 West Chicago Loan Combination--Rights of the
            600 West Chicago Controlling Party" in this offering prospectus;

      o     in connection with the foregoing bullet, the special servicer under
            the CGCMT Series 2007-C6 Pooling and Servicing Agreement will not be
            obligated to seek approval from the 600 West Chicago Controlling
            Party for any action to be taken by the special servicer under the
            CGCMT Series 2007-C6 Pooling and Servicing Agreement if the special
            servicer under the CGCMT Series 2007-C6 Pooling and Servicing
            Agreement has notified the 600 West Chicago Controlling Party in
            writing of various actions that the special servicer under the CGCMT
            Series 2007-C6 Pooling and Servicing Agreement proposes to take with
            respect to the workout or liquidation of the 600 West Chicago Loan
            Combination and for 60 days following the first such notice, the 600
            West Chicago Controlling Party has objected to all of those proposed
            actions and has failed to suggest any alternative actions that the
            special servicer under the CGCMT Series 2007-C6 Pooling and
            Servicing Agreement considers to be consistent with the applicable
            servicing standard;

      o     in general, the respective parties to the CGCMT Series 2007-C6
            Pooling and Servicing Agreement will have similar limitations on
            liability and rights to reimbursement and/or indemnification as do
            the respective parties to our MLMT series 2007-C1 pooling and
            servicing agreement; and

      o     if the 600 West Chicago Trust Mortgage Loan is no longer subject to
            the CGCMT Series 2007-C6 Pooling and Servicing Agreement, then the
            600 West Chicago Loan Combination will be serviced and administered
            under one or more successor servicing agreements entered into with
            the master servicer under the CGCMT Series 2007-C6 Pooling and
            Servicing Agreement and, if


                                       188



            applicable, the special servicer under the CGCMT Series 2007-C6
            Pooling and Servicing Agreement, on terms substantially similar to
            those in the CGCMT Series 2007-C6 Pooling and Servicing Agreement,
            unless that master servicer, that special servicer and the holders
            of the mortgage loans that form the 600 West Chicago Loan
            Combination otherwise agree; no such other servicing agreement may
            be entered into on behalf of the trust as the holder of the 600 West
            Chicago Trust Mortgage Loan unless the holders of all mortgage loans
            comprising the 600 West Chicago Loan Combination collectively agree
            to grant consent to such other servicing agreement; and entry into
            any successor servicing agreement will be conditioned upon receipt
            from Fitch and S&P of a written confirmation that entering into that
            agreement would not result in the withdrawal, downgrade, or
            qualification, as applicable, of the then current ratings assigned
            by those rating agencies to any class of MLMT series 2007-C1
            certificates.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

      The certificates will be issued, on or about August 7, 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;

      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; and

      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 certificate administrator's distribution account
            described under "--Distribution Account" below, the certificate
            administrator's interest reserve account described under "--Interest
            Reserve Account" below or the certificate administrator's floating
            rate account relating to the class A-2FL, A-3FL, A-4FL, AM-FL and
            AJ-FL certificates.

The MLMT 2007-C1 securitization transaction will also include five interest rate
swap agreements relating to the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates, respectively.

      Whenever we refer to mortgage loans in this offering prospectus, 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-3, A-SB, A-4, A-1A, AM, AJ, B, C and D classes,
            which are the classes of certificates that are offered by this
            offering prospectus; and


                                       189



      o     the X, A-2FL, A-3FL, A-4FL, AM-FL, AJ-FL, E, F, G, H, J, K, L, M, N,
            P, Q and Z classes and the REMIC residual certificates, which are
            the classes of certificates that--

            1.    will be retained or sold in transactions that do not require
                  registration under the Securities Act; and

            2.    are not offered by this offering prospectus.

      The class A-1, A-2, A-2FL, A-3, 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.

      The class X and Z certificates and the REMIC residual certificates will
not have principal balances, and the holders of those 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-2FL, A-3, 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 outstanding from time to time. The total initial notional amount of
the class X certificates will be approximately $4,077,484,260, 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 of any of your
offered certificates from time to time, you may multiply the original principal
balance of that certificate as of the date of initial issuance of the offered
certificates, as specified on the face of that certificate, by the
then-applicable certificate factor for the relevant class. The certificate
factor for any class of offered certificates, as of any date of determination,
will equal a fraction, expressed as a percentage, the numerator of which will be
the then outstanding total principal balance of that class, and the denominator
of which will be the original total principal balance of that class. Certificate
factors will be reported monthly in the certificate administrator's report.


                                       190



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 offering prospectus 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 offering prospectus 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 certificate administrator 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 initially 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 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 certificate administrator 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) and
the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC regular interests and from
which it will make those payments. That distribution account must be maintained
in a manner and with a depository


                                       191



institution that satisfies rating agency standards for securitizations similar
to the one involving the offered certificates. Funds held in the certificate
administrator's distribution account may be held as cash or invested in
Permitted Investments. Any interest or other income earned on funds in the
certificate administrator's distribution account will be paid to the certificate
administrator subject to the limitations set forth in the pooling and servicing
agreement. Only the certificate administrator and its agents will have access to
funds in the distribution account.

      Although the certificate administrator may establish and maintain
collections of Additional Interest in an account separate from, but comparable
to, its distribution account, it is anticipated that, and the discussion in this
offering prospectus assumes that, any collections of Additional Interest will be
held as part of a sub-account of the certificate administrator's distribution
account.

      Deposits. On the business day prior to each distribution date, each master
servicer will be required to remit to the certificate administrator 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 Accounts--Withdrawals" above; and

            4.    amounts deposited in the subject master servicer's collection
                  account in error;

      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


                                       192



            required deductions) in connection with the termination of the trust
            as contemplated under "Description of the Offered
            Certificates--Termination" in this offering prospectus.

      See "--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" below and "Servicing of the Mortgage
Loans--Collection Accounts" and "--Servicing and Other Compensation and Payment
of Expenses" in this offering prospectus.

      With respect to each distribution date that occurs during March,
commencing in March 2008, the certificate administrator 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 certificate administrator may from time to time make
withdrawals from its distribution account for any of the following purposes:

      o     to pay itself, the custodian and the trustee a monthly fee which is
            described under "--The Certificate Administrator" below and any
            interest or other income earned on funds in the distribution
            account;

      o     to indemnify the trustee 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 the custodian and any corresponding related
            persons similar to those described in the 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 offering prospectus;

      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 it in the
            distribution account not required to be deposited therein;

      o     to pay any amounts due and payable under the terms of the 600 West
            Chicago Co-Lender Agreement, which amounts are specified as being
            payable by the holder of the 600 West Chicago Trust Mortgage Loan;
            and

      o     to clear and terminate the distribution account at the termination
            of the pooling and servicing agreement.


                                       193



      On each distribution date, all amounts on deposit in the certificate
administrator'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 and AJ-FL certificates) and
the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC regular interests. For any
distribution date, those funds will consist of the following 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 and/or the swap counterparty 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 ARD Loans 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" 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, A-3FL,
                  A-4FL, AM-FL and AJ-FL REMIC regular interests, as described
                  under "--Payments--Priority of Payments" below.

FLOATING RATE ACCOUNT

      The certificate administrator, 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. That floating rate
account will include separate sub-accounts for the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates. That floating rate 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. Any
funds held in the certificate administrator's floating rate account may be held
in cash or, at the trustee's risk, invested in Permitted Investments. Only the
certificate administrator and its agents will have access to funds in the
floating rate account.

INTEREST RESERVE ACCOUNT

      The certificate administrator 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 offering prospectus it is presented as if it were a separate account. Funds
held in the certificate administrator's interest reserve account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in the certificate administrator's interest reserve account will be
paid to the certificate administrator subject to the limitations set forth in
the pooling and servicing agreement. Only the certificate administrator and its
agents will have access to funds in the interest reserve account.

      During January, except in a leap year, and February of each calendar year,
beginning in 2008, the certificate administrator will, on or before the
distribution date in that month, withdraw from the distribution


                                       194



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 and, in the case of the 600 West Chicago
Trust Mortgage Loan, further net of any servicing fee payable therefrom under
the CGCMT Series 2007-C6 Pooling and Servicing Agreement) 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, the certificate
administrator 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 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.


                                       195



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 / Master    Each master servicer will              Compensation         First, out of               Monthly
Servicers                        earn a master servicing fee                                 collections of
                                 with respect to each and                                    interest with respect
                                 every mortgage loan in the                                  to the subject
                                 trust that is responsible for                               mortgage loan and
                                 servicing, including each                                   then, if the subject
                                 specially serviced mortgage                                 mortgage loan and any
                                 loan, if any, and each                                      related REO Property
                                 mortgage loan, if any, as to                                has been liquidated,
                                 which the corresponding                                     out of general
                                 mortgaged real property has                                 collections on deposit
                                 become an REO Property.  With                               in the collection
                                 respect to each mortgage                                    account.(1)
                                 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, on a
                                 loan-by-loan basis, 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.(1)
------------------------------------------------------------------------------------------------------------------------------------

Additional Master Servicing      o  Prepayment Interest                 Compensation         Interest payments made   Time to time
Compensation / Master Servicers     Excesses collected on                                    by the related
                                    mortgage loans that are                                  borrower intended to
                                    the subject of a principal                               cover interest accrued
                                    prepayment in full or in                                 on the subject
                                    part after their                                         principal prepayment
                                    respective due dates in                                  with respect to the
                                    any collection period;                                   subject mortgage loan
                                                                                             during the period from
                                                                                             and after the related
                                                                                             due date.
------------------------------------------------------------------------------------------------------------------------------------

                                 o  All interest and                    Compensation         Interest and                Monthly
                                    investment income earned                                 investment income
                                    on amounts on deposit in                                 related to the subject
                                    accounts maintained by the                               accounts (net of
                                    master servicers, to the                                 investment losses).
                                    extent not otherwise
                                    payable to the borrowers;
------------------------------------------------------------------------------------------------------------------------------------

                                 o  On non-specially                    Compensation         Payments of late         Time to time
                                    serviced mortgage loans,                                 payment charges and
                                    late payment charges and                                 default interest made
                                    default interest actually                                by borrowers with
                                    collected with respect to                                respect to the
                                    the subject mortgage loan                                mortgage loans.
                                    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
------------------------------------------------------------------------------------------------------------------------------------



                                       196





------------------------------------------------------------------------------------------------------------------------------------
TYPE / RECIPIENT                             AMOUNT                   GENERAL PURPOSE                SOURCE             FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------


                                 o  The percentage, if any,             Compensation
                                    specified in the pooling                                 Payments of the          Time to time
                                    and servicing agreement of                               applicable fee(s) made
                                    each assumption application                              by the borrower under
                                    fee, assumption fee,                                     the subject mortgage
                                    modification fee, extension                              loan.
                                    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  The special servicer will              Compensation         Out of general              Monthly
Servicer                         earn a special servicing fee                                collections on all the
                                 with respect to each mortgage                               mortgage loans and any
                                 loan that is being specially                                REO Properties in the
                                 serviced or as to which the                                 trust on deposit in
                                 corresponding mortgaged real                                the master servicers'
                                 property has become an REO                                  collection accounts.(2)
                                 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
                                 with respect to any specially
                                 serviced mortgage loan and
                                 any mortgage loan as to which
                                 the related mortgaged real
                                 property has become REO
                                 property; and (c) be payable
                                 monthly from general
                                 collections on the mortgage
                                 pool.(2)
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Workout Fee / Special Servicer   The special servicer will, in          Compensation         Out of each collection   Time to time
                                 general, be entitled to                                     of interest (other
                                 receive a workout fee with                                  than default interest)
                                 respect to each specially                                   and principal received
                                 serviced mortgage loan that                                 on the subject
                                 it successfully works out.                                  mortgage loan.(3)
                                 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.(3)
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Principal Recovery Fee /         Subject to the exceptions              Compensation         Out of the full,         Time to time
Special Servicer                 described under "Servicing of                               partial or discounted
                                 the Mortgage Loans--Servicing                               payoff obtained from
                                 and Other Compensation and                                  the related borrower
                                 Payment of Expenses--Principal                              and/or liquidation
                                 Special Servicing                                           proceeds (exclusive of
                                 Compensation" and "--The                                    any portion of that
                                 Principal Recovery Fee" in                                  payment or proceeds
                                 this offering prospectus, the                               that represents a
                                 special servicer will, in                                   recovery of default
                                 general, be entitled to                                     interest) in respect
                                 receive a principal recovery                                of the related
                                 fee with respect to: (a)                                    specially serviced
                                 each specially serviced                                     mortgage loan or
                                 mortgage loan--or any                                       related REO Property,
                                 replacement mortgage loan                                   as the case may be.(3)
                                 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
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                                       197





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TYPE / RECIPIENT                             AMOUNT                   GENERAL PURPOSE                SOURCE             FREQUENCY
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                                 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.(3)
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                                 o  All interest and                    Compensation         Interest and                Monthly
Additional Special Servicing        investment income earned                                 investment income
Compensation / Special Servicer     on amounts on deposit in                                 related to the subject
                                    accounts maintained by the                               accounts (net of
                                    special servicer;                                        investment losses).

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                                 o  On specially serviced               Compensation         Payments of late         Time to time
                                    mortgage loans, late                                     payment charges and
                                    payment charges and default                              default interest made
                                    interest actually collected                              by borrowers in
                                    with respect to the subject                              respect of the
                                    mortgage loan during any                                 mortgage loans.
                                    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;
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                                 o  With respect to any                 Compensation         Payments of the          Time to time
                                    specially serviced                                       applicable fee(s) made
                                    mortgage loan, 100% of                                   by the borrower under
                                    each assumption                                          the subject mortgage
                                    application fee,                                         loan.
                                    assumption fee,
                                    modification fee,
                                    extension fee or other
                                    similar fee actually paid
                                    by a borrower with respect
                                    to any assumption or
                                    modification; and
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                                 o  With respect to any                 Compensation         Payments of the          Time to time
                                    non-specially serviced                                   applicable fee(s) made
                                    mortgage loan, the                                       by the borrower under
                                    percentage, if any,                                      the subject mortgage
                                    specified in the pooling                                 loan.
                                    and servicing agreement,
                                    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.
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Trust Administration Fee /       The trust administration fee,          Compensation         General collections on      Monthly
Trustee, Certificate             for any distribution date,                                  the mortgage loans and
Administrator and Custodian      will equal one month's                                      any REO Properties on
                                 interest at 0.0005% per annum                               deposit in the master
                                 with respect to each and                                    servicers' collection
                                 every mortgage loan in the                                  accounts and/or the
                                 trust, including each                                       certificate
                                 specially serviced mortgage                                 administrator's
                                 loan, if any, and each                                      distribution account.
                                 mortgage loan, if any, as to
                                 which the corresponding
                                 mortgaged real property has
                                 become an REO Property.
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Additional Trust Administration  All interest and investment            Compensation         Interest and                Monthly
Compensation / Certificate       income earned on amounts on                                 investment income
Administrator                    deposit in accounts                                         related to the subject
                                 maintained by the certificate                               account (net of
                                 administrator.                                              investment losses).
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                                       198





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TYPE / RECIPIENT                             AMOUNT                   GENERAL PURPOSE                SOURCE             FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES
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Servicing Advances / Trustee,    To the extent of funds          Reimbursement of expenses   Amounts on deposit in    Time to time
Master Servicers or Special      available, the amount of any                                the applicable master
Servicer                         servicing advances.(4)                                      servicer's 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.(5)
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Interest on servicing advances   At a rate per annum equal to      Payment of interest on    First, out of default     Time to time
/ Master Servicers, Special      a published prime rate,             Servicing Advances      interest and late
Servicer or Trustee              accrued on the amount of each                               payment charges on the
                                 outstanding servicing                                       related mortgage loan
                                 advance.(4)                                                 and 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.(6)
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P&I Advances / Master Servicers  To the extent of funds             Reimbursement of P&I     Amounts on deposit in     Time to time
and Trustee                      available, the amount of any        Advances made with      the applicable master
                                 P&I advances.                    respect to the mortgage    servicer's collection
                                                                            pool             account that 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 mortgage loan,
                                                                                             then out of general
                                                                                             collections on the
                                                                                             mortgage loans and any
                                                                                             REO Properties in the
                                                                                             trust on deposit in
                                                                                             the applicable master

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                                       199





------------------------------------------------------------------------------------------------------------------------------------
TYPE / RECIPIENT                             AMOUNT                   GENERAL PURPOSE                SOURCE             FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

                                                                                             servicer's collection
                                                                                             account or, if funds
                                                                                             in that master
                                                                                             servicer's collection
                                                                                             account are
                                                                                             insufficient, the
                                                                                             other master
                                                                                             servicer's collection
                                                                                             account.(5)
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Interest on P&I Advances /       At a rate per annum equal to      Payment of interest on    First, out of default    Time to time
Master Servicers and Trustee     a published prime rate,                P&I advances         interest and late
                                 accrued on the amount of each                               payment charges on the
                                 outstanding P&I advance.                                    related mortgage loan
                                                                                             and 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.(6)
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Indemnification Expenses/        Amount to which such party is        Indemnification        General collections on   Time to time
Trustee, Certificate             entitled to indemnification                                 the mortgage loans and
Administrator, Custodian and     under the pooling and                                       any REO Properties on
any director, officer, employee  servicing agreement. (7)(8)                                 deposit in the
or agent of the Trustee,                                                                     applicable master
Certificate Administrator,                                                                   servicer's collection
Custodian/ Depositor, Master                                                                 account or, if funds
Servicers or Special Servicer                                                                in that master
and any director, officer,                                                                   servicer's collection
employee or agent of Depositor,                                                              account are
either Master Servicer or                                                                    insufficient, the
Special Servicer                                                                             other master
                                                                                             servicer's collection
                                                                                             account and/or the
                                                                                             certificate
                                                                                             administrator's
                                                                                             distribution account.
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___________________

(1)   The applicable CGCMT Series 2007-C6 Master Servicer will be entitled to a
      comparable fee, calculated on a Actual/360 Basis at 0.01% per annum, with
      respect to the 600 West Chicago Trust Mortgage Loan.

(2)   The CGCMT Series 2007-C6 Special Servicer will be entitled to a comparable
      fee, calculated at 0.25% per annum, with respect to the 600 West Chicago
      Trust Mortgage Loan.

(3)   The CGCMT Series 2007-C6 Special Servicer will be entitled to a comparable
      fee, calculated at 1.0%, with respect to the 600 West Chicago Trust
      Mortgage Loan.

(4)   Applicable parties under the CGCMT Series 2007-C6 Pooling and Servicing
      Agreement will be similarly entitled to reimbursement, with interest, for
      servicing advances on the 600 West Chicago Trust Mortgage Loan. The
      issuing entity must bear its pro rata share of the reimbursement, with
      interest, of any servicing advance on the 600 West Chicago Trust Mortgage
      Loan that are not reimbursable out of related collections.

(5)   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.

(6)   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.

(7)   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


                                       200



      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.

(8)   Comparable indemnities, payable out of collections on the 600 West Chicago
      Loan Combination, run to the benefit of parties under the CGCMT Series
      2007-C6 Pooling and Servicing Agreement.

      In the case of a mortgage loan that is part of a Loan Combination that
includes a B-Note Non-Trust Loan, some of the above referenced expenses and
special servicing compensation may be offset by amounts otherwise payable to the
related B-Note Loan Noteholder to the extent provided in the related Loan
Combination Intercreditor Agreement. See "Description of the Mortgage Pool--The
Loan Combinations" in this offering prospectus.

CALCULATION OF PASS-THROUGH RATES

      The pass-through rates for the class , and certificates will, in the case
of each of these classes, be fixed at the rate per annum identified as the
initial pass-through rate for the subject class in the table under "Summary of
Offering Prospectus--Overview of the Series 2007-C1 Certificates" in this
offering prospectus.

      The pass-through rates for the class , and certificates will, in the case
of each of these classes, with respect to any interest accrued period, equal the
lesser of: (a) the Weighted Average Net Mortgage Rate for the related
distribution date; and (b) the rate per annum identified as the initial
pass-through rate for the subject class in the table under "Summary of Offering
Prospectus--Overview of the Series 2007-C1 Certificates" in this offering
prospectus.

      The pass-through rates for the class , and certificates will, in the case
of each of these classes, with respect to any interest accrual period, equal the
Weighted Average Net Mortgage Rate for the related distribution date.

      The pass-through rates for the class , and certificates will, with respect
to any interest accrual period, equal the Weighted Average Net Mortgage Rate for
the related distribution date minus a specified margin, which will be as
follows:

                                 SPECIFIED MARGIN SUBTRACTED FROM
                CLASS           WEIGHTED AVERAGE NET MORTGAGE RATE
          -----------------   --------------------------------------

      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. In general, 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.

      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
(or, in the case of each of the A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL classes,
the pass-through rate in effect during such interest accrual period for the
corresponding REMIC regular interest).


                                       201



      For so long as the related swap agreement is in effect and there is no
continuing event of 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.
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 regular interest. 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 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
regular interest. In addition, if the pass-through rate of any REMIC regular
interest for any interest accrual period is limited by or based on the Weighted
Average Net Mortgage Rate, then the amount by which the interest distributable
with respect to that REMIC 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 corresponding class of certificates on that distribution
date.

      The term "LIBOR" will generally mean, 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.

      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 class Z certificates and the REMIC residual certificates will not be
interest-bearing and, therefore, will not have pass-through rates.

PAYMENTS

      General. On each distribution date, the certificate administrator 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 certificate administrator 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.


                                       202



      All payments with respect to the class A-2FL, A-3FL, A-4FL, AM-FL and
AJ-FL REMIC regular interests will be made to the trustee's floating rate
account.

      Payments of Interest. All of the classes of the certificates (except for
the class Z certificates and the REMIC residual certificates), together with the
class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC regular interests, will bear
interest.

      With respect to each interest-bearing class of the certificates and with
respect to each of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC regular
interests, that interest will accrue during each related interest accrual period
based upon--

      o     the pass-through rate with respect to that particular class of
            certificates or REMIC 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 or REMIC 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 A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
            classes, 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 there is an interest shortfall with respect to the class A-2FL,
A-3FL, A-4FL, AM-FL or AJ-FL REMIC regular interest for any interest accrual
period, then the amount by which the interest distributable with respect to that
REMIC regular interest is reduced as a result of that shortfall 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, A-3FL, A-4FL, AM-FL or 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, A-3FL, A-4FL, AM-FL
and AJ-FL REMIC regular interests will include the total amount of interest
accrued during the related interest accrual period with respect to that class of
certificates or that REMIC 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 for that distribution date allocable to the
subject class of certificates or the subject REMIC regular interest, as the case
may be.

      The portion of the Net Aggregate Prepayment Interest Shortfall for any
distribution date that is allocable to any class of principal balance
certificates or to any of the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL REMIC
regular interests will equal the product of:

      1.    the amount of that Net Aggregate Prepayment Interest Shortfall for
            that distribution date, multiplied by

      2.    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 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


                                       203



            principal balance certificates (exclusive of the class A-2FL, A-3FL,
            A-4FL, AM-FL and AJ-FL certificates) and the class A-2FL, A-3FL,
            A-4FL, AM-FL and AJ-FL REMIC regular interests.

      Although Net Aggregate Prepayment 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 corresponding REMIC 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,
A-3FL, A-4FL, AM-FL and AJ-FL REMIC 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 or AJ-FL certificates, as
applicable, and/or the swap counterparty, as applicable.

      If less than the full amount of interest payable with respect to any
interest-bearing class of 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, A-3FL,
A-4FL, AM-FL or AJ-FL REMIC regular interest is paid on any distribution date,
then the unpaid portion of that interest will continue to be payable 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, A-3FL, A-4FL, AM-FL and AJ-FL REMIC 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) and the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC 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 such principal balance
certificates or any particular such REMIC regular interest, 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 or that REMIC regular interest. So long as the
class A-4 certificates and the class A-4FL REMIC regular interest, on the one
hand, and 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 the class A-4
certificates and the class A-4FL REMIC regular interest, 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 offering prospectus, 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


                                       204



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 offering prospectus and "--Advances of
Delinquent Monthly Debt Service Payments and Reimbursement of Advances" below.

      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-3, A-SB, A-4 certificates and the class A-2FL, class A-3FL and class
A-4FL REMIC regular interests 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
            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 regular interest outstanding immediately
                  prior to that distribution date;

      o     fourth, to the class A-3 certificates and the class A-3FL REMIC
            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, A-1 and/or A-2 certificates
                  and/or the class A-2FL REMIC regular interest as described in
                  the preceding three bullets, and


                                       205



            2.    the total principal balance of the class A-3 certificates and
                  the class A-3FL REMIC regular interest outstanding immediately
                  prior to that distribution date; and

      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 and/or A-3 certificates
                  and/or the class A-2FL REMIC regular interest and/or the class
                  A-3FL REMIC 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

      o     sixth, to the class A-4 certificates and the class A-4FL REMIC
            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, A-3 and/or A-SB certificates
                  and/or the class A-2FL REMIC regular interest and/or the class
                  A-3FL REMIC regular interest as described in the preceding
                  three bullets, and

            2.    the total principal balance of the class A-4 certificates and
                  the class A-4FL REMIC 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-3, A-SB and
A-4 certificates and the class A-2FL, A-3FL and A-4FL REMIC regular interests
outstanding immediately prior to that distribution date, then (following
retirement of the class A-1, A-2, A-3, A-SB and A-4 certificates and the class
A-2FL, A-3FL and A-4FL REMIC regular interests) the remaining portion thereof
would be allocated (after taking account of the allocation of the Loan Group 2
Principal Distribution Amount for that distribution date described in the prior
paragraph) 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, 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, up to the extent necessary to
retire that class of certificates; third, to the class A-2 certificates and the
class A-2FL REMIC regular interest, on a pro rata basis by principal balance, up
to the extent necessary to retire that class of certificates and that REMIC
regular interest; fourth, to the class A-3 certificates and the class A-3FL
REMIC regular interest, on a pro rata basis by principal balance, up to the
extent necessary to retire that class of certificates and that REMIC regular
interest; fifth, to the class A-SB certificates, up to the extent necessary to
retire that class of certificates; and sixth,


                                       206



to the class A-4 certificates and the class A-4FL REMIC regular interest, on a
pro rata basis by principal balance, up to the extent necessary to retire that
class of certificates and that REMIC regular interest.

      Notwithstanding the foregoing, if any of two or more of the A-1, A-2,
A-2FL, A-3, A-3FL, A-SB, A-4, A-4FL and A-1A classes (with the A-2 and A-2FL
classes, the A-3 and A-3FL classes and the A-4 and A-4FL classes, in the case of
each such pair, being considered a single class) 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-3, A-SB, A-4 and A-1A classes that remain outstanding and,
if applicable, the class A-2FL, class A-3FL and class A-4FL REMIC regular
interests 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-3, A-SB, A-4, A-1A
certificates and the class A-2FL, class A-3FL, and class A-4FL REMIC regular
interests, 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 of certificates
            or REMIC regular interest, as the case may be, outstanding
            immediately prior to that distribution date.

                   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 total principal balances
      thereof. References to "AM-FL" and "AJ-FL" in the table refer to the class
      AM-FL and AJ-FL REMIC regular interests.

      In no event will payments of principal be made with respect to any class
of certificates or REMIC regular interests listed in the foregoing table until
the total principal balance of the class A-1, A-2, A-3, A-SB, A-4, A-1A
certificates and the class A-2FL, class A-3FL and class A-4FL REMIC regular
interests is reduced to zero. Furthermore, in no event will payments of
principal be made with respect to any class of certificates or REMIC regular
interests listed in the foregoing table until the total principal balance of all
other classes of certificates or REMIC regular interests, if any, listed above
it in the foregoing table is reduced to zero.


                                       207



      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) and the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC 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, A-3FL, A-4FL, AM-FL or AJ-FL REMIC 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 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, A-3FL, A-4FL,
AM-FL or AJ-FL REMIC 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 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, A-3FL, A-4FL,
AM-FL or AJ-FL REMIC 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, A-3FL, A-4FL, AM-FL or AJ-FL certificates, as applicable.

      In limited circumstances, the total principal balance of a class of
principal balance certificates (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates), or the total principal balance of any of the
class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL REMIC regular interests, that in any
such case 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 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 the subject
REMIC regular interest, as applicable. 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. Any such reinstatement of
principal balance with respect to the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL
REMIC regular interest will result in a corresponding reinstatement of the
principal balance with respect to the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL
certificates, as applicable.

      Priority of Payments. On each distribution date, the certificate
administrator 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

           A-1, A-2, A-2FL(1),    From the portion of the Available  Distribution  Amount attributable to the mortgage loans
           A-3, A-3FL(1), A-SB,   in loan group 1, interest up to the total interest payable on those classes and those REMIC
              A-4, A-4FL(1)*      regular interests, 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



                                       208





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

   2       A-1, A-2, A-2FL(1),    Principal up to the Loan Group 1 Principal Distribution Amount (and, if the class A-1A
           A-3, A-3FL(1), A-SB,   certificates are retired, any remaining portion of the Loan Group 2 Principal  Distribution
             A-4, A-4FL(1)**      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 regular
                                  interest, on a pro rata basis by principal balance, (c) the class A-3 certificates and the
                                  class A-3FL REMIC regular interest, on a pro rata basis by principal balance, (d) the class
                                  A-SB certificates and (e) the class A-4 certificates and the class A-4FL REMIC 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
                                  certificates and the class A-4FL REMIC regular interest 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 amounts for those classes and those REMIC
           A-3, A-3FL(1), A-SB,   regular interests, pro rata, based on entitlement
              A-4, A-4FL(1)
                 and A-1A
-----------------------------------------------------------------------------------------------------------------------------
   4         AM and AM-FL(1)      Interest up to the total interest payable on that class and that REMIC regular interest,
                                  pro rata based on entitlement

   5         AM and AM-FL(1)      Principal up to the portion of the Principal Distribution Amount allocable to that class
                                  and that REMIC regular interest, on a pro rata basis by balance

   6         AM and AM-FL(1)      Reimbursement up to the loss reimbursement amount for that class and that REMIC regular
                                  interest, pro rata based on entitlement
-----------------------------------------------------------------------------------------------------------------------------
   7         AJ and AJ-FL(1)      Interest up to the total interest payable on that class and that REMIC regular interest,
                                  pro rata based on entitlement

   8         AJ and AJ-FL(1)      Principal up to the portion of the Principal Distribution Amount allocable to that class
                                  and that REMIC regular interest, on a pro rata basis by balance

   9         AJ and AJ-FL(1)      Reimbursement up to the loss reimbursement amount for that class and that REMIC 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
-----------------------------------------------------------------------------------------------------------------------------
   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
-----------------------------------------------------------------------------------------------------------------------------



                                       209





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

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



                                       210





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

   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
-----------------------------------------------------------------------------------------------------------------------------
   52         REMIC residual      Any remaining portion of the Available Distribution Amount
               certificates


____________________
*     If the portion of the Available Distribution Amount allocable to pay
      interest on any one or more of the A-1, A-2, A-3, A-SB, A-4, A-1A and X
      classes and the class A-2FL, A-3FL, and A-4FL regular interests, 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 regular interests, pro rata based on entitlement.

**    In general, no payments of principal will be made in respect of the class
      A-1, A-2, A-3 or A-4 certificates or the class A-2FL REMIC regular
      interest, the class A-3FL REMIC regular interest or the class A-4FL REMIC
      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 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-3 certificates or the class A-3FL
      REMIC regular interest until the total principal balance of the class A-2
      certificates and the class A-2FL REMIC 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-3 certificates and the class A-3FL
      REMIC 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 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-3, A-SB, A-4 certificates and the class
      A-2FL, A-3FL and A-4FL REMIC regular interests 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-3, A-SB, A-4 certificates and the class A-2FL, A-3FL and A-4FL
      REMIC regular interests, to any available funds attributable to loan group
      2. However, if any two or more of the A-1, A-2, A-3, A-SB, A-4 and A-1A
      classes and the class A-2FL, A-3FL and A-4FL REMIC regular interests 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 and the class
      AM-FL and AJ-FL REMIC regular interests 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-3, A-SB, A-4
      and A-1A certificates and the class A-2FL, A-3FL and A-4FL REMIC regular
      interest will be made on a pro rata basis in accordance with the
      respective total principal balances of those classes and REMIC regular
      interests then outstanding, without regard to loan groups.

(1)   Refers to REMIC regular interest with that alphabetic or alphanumeric
      designation. Interest, principal and loss reimbursement amounts in respect
      of the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL REMIC regular interests
      will be paid to the applicable sub-account of the trustee's floating rate
      account for distribution to the holders of the corresponding class of
      floating rate certificates and/or the swap counterparty on the subject
      distribution date.


                                       211



      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 certificate administrator will pay
a portion of that prepayment consideration to the holders of the class A-1, A-2,
A-3, A-SB, A-4, A-1A, AM, AJ, B, C, D, E, F, G and/or H certificates and/or to
the trustee's floating rate account with respect to the class A-2FL REMIC
regular interest, the class A-3FL REMIC regular interest, the class A-4FL REMIC
regular interest, the class AM-FL REMIC regular interest and/or the class AJ-FL
REMIC regular interest, if any such class or REMIC regular interest, as the case
may be, is then entitled to payments of principal on that distribution date (or,
for so long as the class A-4 and A-4FL on the one hand, and the class A-1A
certificates on the other hand, 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 and/or that REMIC regular interest, 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 or REMIC regular interest, as
            the case may be, 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 REMIC regular interest, as the case may be, on that distribution
            date (or, for so long as the class A-4 certificates and the class
            A-4FL REMIC regular interest, on the one hand, and the class A-1A
            certificates, on the other hand, are outstanding, the amount of
            principal payable with respect to the subject class of certificates
            or REMIC 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, for so long as the class A-4 certificates
            and the class A-4FL REMIC regular interest, on the one hand, and the
            class A-1A certificates on the other hand, 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.

      The discount rate applicable to any class of principal balance
certificates, the class A-2FL REMIC regular interest, the class A-3FL REMIC
regular interest, the class A-4FL REMIC regular interest, the class AM-FL REMIC
regular interest, or the class AJ-FL REMIC 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.


                                       212



      Following any payment of prepayment consideration as described above, the
certificate administrator 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.

      For so long as the swap agreement relating to the class A-2FL, A-3FL,
A-4FL, AM-FL or AJ-FL certificates remains in effect and there is no continuing
payment default thereunder on the part of the swap counterparty, prepayment
consideration allocated to the corresponding REMIC regular interests will be
payable to the swap counterparty. However, 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 all prepayment
consideration allocable to the corresponding REMIC regular interests will be
payable to the holders of the class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL
certificates, as applicable.

      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" in this offering prospectus.

      Payments of Additional Interest. On each distribution date, any Additional
Interest collected on the ARD Loans during the related collection period will be
distributed to the holders of the class Z certificates.

      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 REMIC regular
            interest, the class A-3FL REMIC regular interest, the class A-4FL
            REMIC regular interest, the class AM-FL REMIC regular interest
            and/or the class AJ-FL REMIC regular interest;

      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 REMIC regular interest, the
            class A-3FL REMIC regular interest, the class A-4FL REMIC regular
            interest, the class AM-FL REMIC regular interest and/or the class
            AJ-FL REMIC regular interest; and

      o     the amount of all fees payable to the applicable master servicer,
            the special servicer, the certificate administrator, the custodian
            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.


                                       213



      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).

         Revenues and other proceeds derived with respect to the 600 West
Chicago REO Property will be similarly applied to the related 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.

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 REMIC regular interest, the class
A-3FL REMIC regular interest, the class A-4FL REMIC regular interest, the class
AM-FL REMIC regular interest and the class AJ-FL REMIC regular interest.

      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
certificateholders) and with respect to the class A-2FL, A-3FL, A-4FL, AM-FL and
AJ-FL REMIC 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 REMIC regular interest, the class A-3FL REMIC
regular interest, the class A-4FL REMIC regular interest, the class AM-FL REMIC
regular interest and the class AJ-FL REMIC regular interest, sequentially in the
order described in the following table and, in each case, up to the total
principal balance of the subject class or REMIC regular interest, as the case
may be, 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 then 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 REMIC regular interest, the
class A-3FL REMIC regular interest, the class A-4FL REMIC regular interest, the
class AM-FL REMIC regular interest and the class AJ-FL REMIC regular interest 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.


                                       214



            ORDER OF ALLOCATION   CLASS/REMIC REGULAR INTEREST
            -------------------   ----------------------------
                     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-3, 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 regular interest. However, any reduction in the total principal balance of
the class A-2FL REMIC 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 regular interest. However, any reduction in the total principal
balance of the class A-3FL REMIC 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 regular interest. However, any reduction in the total
principal balance of the class A-4FL REMIC 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 regular interest. However, any reduction in the
total principal balance of the class AM-FL REMIC regular interest, as described
above, will result in a dollar-for-dollar reduction in the total principal
balance of the class AM-FL certificates. The reference in the foregoing table to
"AJ-FL" means the class AJ-FL REMIC regular interest. However, any reduction in
the total principal balance of the class AJ-FL REMIC 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 (exclusive of the class A-2FL,
A-3FL, A-4FL, AM-FL and AJ-FL certificates), the class A-2FL REMIC regular
interest, the class A-3FL REMIC regular interest, the class A-4FL REMIC regular
interest, the class AM-FL REMIC regular interest or the class AJ-FL REMIC
regular interest, will be made by reducing the total principal balance of such
class or REMIC regular interest, as the case may be, by the amount so allocated.
In no event will the total principal balance of any REMIC regular interest or
any class of principal balance certificates identified in the foregoing table be
reduced until the total principal balance of all other REMIC regular interests
and/or classes of principal balance certificates listed above it in the table
has 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, also will be
treated as


                                       215



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;

      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 indemnifications to the certificate
                  administrator and the custodian and/or various corresponding
                  related persons similar to those described in the preceding
                  bullet;

            3.    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

            4.    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;

      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
            offering prospectus.

      Any expenses under the CGCMT Series 2007-C6 Pooling and Servicing
Agreement that are similar to those described in the prior paragraph and that
relate to the 600 West Chicago Loan Combination will be deducted on a pari passu
basis out of collections on the 600 West Chicago Trust Mortgage Loan and the 600
West Chicago Pari Passu Non-Trust Loan, thereby potentially resulting in a loss
to the trust. Any such expenses payable out of amounts allocable to the related
600 West Chicago Trust Mortgage Loan would effectively


                                       216



constitute Additional Trust Fund Expenses. See "Description of the Mortgage
Pool--The Loan Combinations--The 600 West Chicago Loan Combination" in this
offering prospectus.

      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 (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates), the class A-2FL REMIC regular interest, the class
A-3FL REMIC regular interest, the class A-4FL REMIC regular interest, the class
AM-FL REMIC regular interest and the class AJ-FL REMIC regular interest. 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 such classes and/or REMIC regular
interests 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 (exclusive
of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates), the class A-2FL
REMIC regular interest, the class A-3FL REMIC regular interest, the class A-4FL
REMIC regular interest, the class AM-FL REMIC regular interest and the class
AJ-FL REMIC regular interest 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 (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates), the class A-2FL REMIC regular interest, the class
A-3FL REMIC regular interest, the class A-4FL REMIC regular interest, the class
AM-FL REMIC regular interest and the class AJ-FL REMIC regular interest 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 and, in the case of the 600 West
Chicago Trust Mortgage Loan, the applicable CGCMT Series 2007-C6 Master
Servicer's primary servicing fee, 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/or, in the case of KeyCorp Real Estate Capital
            Markets, Inc., the 600 West Chicago Trust Mortgage Loan; 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.


                                       217



      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.

      In the case of any mortgage loan in the trust that is part of a Loan
Combination, 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 mortgage loan in the
trust. Each Loan Combination will be treated as a single mortgage loan for
purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction
Amount with respect to an A/B 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. Any
appraisal reduction amount with respect to a Pari Passu Loan Combination will be
allocated pro rata and pari passu between the related Pari Passu Trust Mortgage
Loan and the related Pari Passu Non-Trust Loan. In the case of the 600 West
Chicago Trust Mortgage Loan, the amount required to be advanced by the
applicable master servicer may be reduced based on an appraisal performed by the
applicable CGCMT Series 2007-C6 Master Servicer or the CGCMT Series 2007-C6
Special Servicer under, and an Appraisal Reduction Amount calculated in
accordance with, the CGCMT Series 2007-C6 Pooling and Servicing Agreement with
respect to the 600 West Chicago Loan Combination.

      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, A-3FL, A-4FL, AM-FL or AJ-FL
REMIC 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 (including the 600
West Chicago Trust 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,


                                       218



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 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 Accounts" in this offering
prospectus.

      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 subject to the
            limitations for reimbursement of the P&I advances described below.

      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 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 in such account are insufficient, from the other
master servicer's


                                       219



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 for such time as
is required to reimburse such excess portion from principal for a period not to
exceed 12 months without the consent of the controlling class representative.
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 (and, in the case of KRECM, received on the
600 West Chicago Trust Mortgage Loan) during the related collection period (net
of amounts necessary to reimburse for Nonrecoverable Advances and pay interest
thereon) 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 (and, in the case of KRECM, received on the 600 West
Chicago Trust Mortgage Loan) 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
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

      Certificate Administrator Reports. Based primarily on information provided
in monthly reports prepared by the master servicers and the special servicer and
delivered to the certificate administrator, the certificate administrator will
be required to prepare and make available electronically via its website at
www.ctslink.com or, upon written request, provide by first class mail, on each
distribution date to each registered holder of a certificate, a certificate
administrator report substantially in the form of, and containing the
information set forth in, Annex D to this offering prospectus. The certificate
administrator 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;


                                       220



      o     the amount of the distribution on such distribution date to the
            holders of each class of principal balance certificates, the class
            A-2FL REMIC regular interest, the class A-3FL REMIC regular
            interest, the class A-4FL REMIC regular interest, the class AM-FL
            REMIC regular interest and the class AJ-FL REMIC regular interest,
            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 REMIC regular interest, the class A-3FL REMIC regular
            interest, the class A-4FL REMIC regular interest, the class AM-FL
            REMIC regular interest and the class AJ-FL REMIC regular interest,
            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 each
            of the A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL classes;

      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;

      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;


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      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;

      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;


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      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 certificate
            administrator 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
            Z certificates and the REMIC residual certificates, respectively, on
            such distribution date; and

      o     any material information known to the certificate administrator
            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 certificate administrator 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 September 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 certificate administrator 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 certificate
administrator monthly, beginning in September 2007, the CMSA loan periodic
update file with respect to the subject distribution date.

      Monthly, beginning in November 2007, each master servicer must deliver to
the certificate administrator 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;

      o     a CMSA total loan report;

      o     a CMSA appraisal reduction template;


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      o     a CMSA servicer realized loss template;

      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 certificate administrator 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 certificate
administrator, 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, neither master
servicer nor 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
that master servicer or the special servicer, as the case may be. None of the
certificate administrator, the master servicers and the special servicer will
make any representations or warranties as to the accuracy or completeness of,
and the certificate administrator, the master servicers and the special servicer
will be entitled to disclaim responsibility for, any information made available
by the certificate administrator, 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 Certificate Administrator. The certificate
administrator will, and either master servicer may, but is not required to, make
available each month via its internet website to any interested party (i) the
certificate administrator report, (ii) the pooling and servicing agreement and
(iii) the final prospectus supplement of the offered certificates and the
accompanying base prospectus. In addition, the certificate administrator 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 certificate administrator 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 certificate administrator with
certain required certifications, via the certificate administrator's internet
website initially located at www.ctslink.com with the use of a password (or
other comparable restricted access mechanism) provided by the certificate
administrator. Assistance with the


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certificate administrator's website can be obtained by calling its CMBS customer
service number: (866) 846-4526.

      The certificate administrator will make no representations or warranties
as to the accuracy or completeness of, and may disclaim responsibility for, any
information made available by the certificate administrator for which it is not
the original source.

      The certificate administrator and the master servicers may require
registration and the acceptance of a disclaimer in connection with providing
access to their respective internet websites. The certificate administrator and
the master servicers will not be liable for the dissemination of information
made in accordance with the pooling and servicing agreement.

      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 certificate administrator 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 certificate administrator as if you were a certificateholder, provided
that you deliver a written certification to the certificate administrator
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 certificate administrator'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 certificate
administrator 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 each
master servicer (with respect to the items listed in clauses 1, 2, 3, 4, 5, 6,
8, 9, 10 and 11 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) and the trustee or the
certificate administrator, as applicable (with respect to the items in clauses 1
through 10 below, in the case of the certificate administrator, 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 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 certificate administrator 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 statements of compliance delivered to the trustee and the
            certificate administrator 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 offering prospectus;


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      4.    all assessment reports and attestation reports delivered to the
            certificate administrator 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 offering
            prospectus;

      5.    the most recent inspection report with respect to each mortgaged
            real property for a mortgage loan (other than the 600 West Chicago
            Trust Mortgage Loan) prepared by or on behalf of the applicable
            master servicer and delivered to the certificate administrator as
            described under "Servicing of the Mortgage Loans--Inspections;
            Collection of Operating Information" in this offering prospectus and
            any environmental assessment prepared as described under "Servicing
            of the Mortgage Loans--Realization Upon Defaulted Mortgage
            Loans--Foreclosure and Similar Proceedings" in this offering
            prospectus;

      6.    the most recent annual operating statement and rent roll for each
            mortgaged real property for a mortgage loan (other than the 600 West
            Chicago Trust 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 offering prospectus;

      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;

      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; and

      11.   the CGCMT Series 2007-C6 Pooling and Servicing Agreement, and any
            reports, statements, documents and other written information
            delivered under that agreement to the applicable master servicer for
            the trust on behalf of the trustee, or to the trustee, as holder of
            the 600 West Chicago Trust Mortgage Loan.

      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 certificate administrator, 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 certificate administrator,
            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


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            acceptable to the certificate administrator, 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     in the case of the class X certificates, 2%; 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 REMIC residual certificates or class 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.

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 special servicer, 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) or a master servicer,
            in that order of preference, after the Stated Principal Balance of
            the mortgage pool 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.


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      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 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, including the class X certificates (but excluding the class Z and
REMIC residual 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 Z and REMIC residual
certificates) for all the mortgage loans and REO Properties remaining in the
trust fund at the time of exchange.

                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

      General. The yield on any offered certificate will depend on:

      o     the price at which the certificate is purchased by an investor; and

      o     the rate, timing and amount of payments on the certificate.

      The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things:

      o     the pass-through rate for the certificate;


                                       228



      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; and

      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 offering
prospectus. 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.

      Rate and Timing of Principal Payments. Any class of 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 balance of
those 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 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 offering
prospectus. In addition, the ability of a borrower under an ARD Loan, 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
any ARD Loan will be paid in full on its anticipated repayment date. Failure of
a borrower under an 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.

      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-3, A-SB and A-4 certificates, the mortgage loans in loan
group 1, and with respect to the class A-1A certificates, the


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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-3, A-SB and A-4 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 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-3,
A-SB and A-4 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-3, A-SB and A-4 certificates will be
particularly sensitive to prepayments on mortgage loans in loan group 1, and the
yield on the class A-1A certificates will be particularly sensitive to
prepayments on mortgage loans in loan group 2.

      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-3, A-SB and A-4 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.

      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.


                                       230



      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 offering
prospectus 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 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
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


                                       231



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 offering
prospectus. 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 offering prospectus 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.

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.


                                       232



      For purposes of this offering prospectus, "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 August 7, 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 outstanding over time and
their respective weighted average lives. It is highly unlikely that the mortgage
loans will prepay in accordance with the Modeling Assumptions at any of the
specified CPRs until maturity or that all the mortgage loans will so prepay at
the same rate. In addition, variations in the actual prepayment experience and
the balance of the mortgage loans that prepay may increase or decrease the
percentages of initial principal balances and weighted average lives shown in
the tables. Variations may occur even if the average prepayment experience of
the mortgage loans were to conform to the assumptions and be equal to any of the
specified CPRs. You must make your own decisions as to the appropriate
prepayment, liquidation and loss assumptions to be used in deciding whether to
purchase any offered certificate.

 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%
August 2008.......................     87       87        87        87         87
August 2009.......................     72       69        65        59          0
August 2010.......................     54       34        14         0          0
August 2011.......................     33        0         0         0          0
August 2012 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   2.94     2.46      2.19      2.01       1.71



                                       233



 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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100         98
August 2011.......................    100      100        97        96         96
August 2012 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   4.84     4.78      4.71      4.63       4.31


 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-3 CERTIFICATES
--------------------------------------------------------------------------------



DISTRIBUTION DATE                    0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
----------------------------------   ------   -------   -------   -------   --------

Initial Percentage................    100%     100%      100%      100%       100%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100       97        96        96         96
August 2013.......................    100       97        96        96         96
August 2014.......................      4        4         3         1          0
August 2015.......................      4        0         0         0          0
August 2016.......................      2        0         0         0          0
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)     7.03     6.90      6.86      6.82       6.63


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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................     99       99        99        99         99
August 2013.......................     80       80        80        80         80
August 2014.......................     60       60        60        60         10
August 2015.......................     38       38        19         0          0
August 2016.......................     16        0         0         0          0
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   7.47     7.29      7.10      6.94       6.61



                                       234



 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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100         96
August 2016.......................    100       98        94        91         89
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   9.81     9.75      9.67      9.60       9.46


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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................     83       83        83        83         83
August 2013.......................     82       82        82        82         82
August 2014.......................     82       82        82        82         82
August 2015.......................     79       79        79        79         79
August 2016.......................     78       78        78        78         78
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   8.85     8.84      8.83      8.81       8.65


 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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100        100
August 2016.......................    100      100       100       100        100
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)     9.90     9.89      9.88      9.86       9.69



                                       235



 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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100        100
August 2016.......................    100      100       100       100        100
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   9.93     9.93      9.93      9.93       9.77


  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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100        100
August 2016.......................    100      100       100       100        100
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   9.93     9.93      9.93      9.93       9.85



                                       236



  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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100        100
August 2016.......................    100      100       100       100        100
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   9.93     9.93      9.93      9.93       9.85


  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%
August 2008.......................    100      100       100       100        100
August 2009.......................    100      100       100       100        100
August 2010.......................    100      100       100       100        100
August 2011.......................    100      100       100       100        100
August 2012.......................    100      100       100       100        100
August 2013.......................    100      100       100       100        100
August 2014.......................    100      100       100       100        100
August 2015.......................    100      100       100       100        100
August 2016.......................    100      100       100       100        100
August 2017 and thereafter........      0        0         0         0          0

Weighted Average Life (in Years)..   9.95     9.94      9.93      9.93       9.85



      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, five (5) interest rate swap agreements will be
entered into 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.


                                       237



                                 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 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, Thacher Proffitt & Wood
LLP, New York, New York, as counsel to the depositor, will deliver its opinion
generally to the effect that, assuming compliance with the pooling and servicing
agreement, and subject to any other assumptions set forth in the opinion, each
REMIC created under the series 2007-C1 pooling and servicing agreement will
qualify as a REMIC under Sections 860A through 860G of the Code.

      For federal income tax purposes,

      o     the class A-1, A-2, A-3, 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, the class A-2FL REMIC
            regular interest, the class A-3FL REMIC regular interest, the class
            A-4FL REMIC regular interest, the class AM-FL REMIC regular interest
            and the class AJ-FL REMIC regular interest will evidence or
            constitute the regular interests in, and will generally be treated
            as debt obligations of, a REMIC;

      o     each class of the REMIC residual certificates will evidence the sole
            class of residual interests in a REMIC; and

      o     the class Z certificates will evidence interests in a grantor trust
            consisting of Additional Interest collected on the ARD Loans.

      For federal income tax purposes, the class X certificates will evidence
multiple regular interests in a REMIC. See "Federal Income Tax
Consequences--REMICs" and "--Grantor Trusts" in the accompanying base
prospectus.


                                       238



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.

      One or more classes of the offered certificates may be issued with
original issue discount. The classes of the offered certificates that are not
issued with original issue discount may be treated as having been issued at a
premium. 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.

      If the method for computing original issue discount described in the
accompanying base prospectus results in a negative amount for any period with
respect to any holder of offered certificates, the amount of original issue
discount allocable to that period would be zero. The holder would be permitted
to offset the negative amount only against future original issue discount, if
any, attributable to his or her 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 offering prospectus. 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


                                       239



holders of the offered certificates. If the projected prepayment premiums and
yield maintenance charges were not actually received, presumably the holder of
an offered certificate would be allowed to claim a deduction or reduction in
gross income at the time the unpaid prepayment premiums and yield maintenance
charges had been projected to be received. Moreover, it appears that prepayment
premiums and yield maintenance charges are to be treated as ordinary income
rather than capital gain. 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 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 a REMIC underlying
the certificates 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 the REMIC 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,


                                       240



      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.

      See "Description of the Mortgage Pool" in this offering prospectus and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying base prospectus.

      For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying 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, as modified by Section 3(42) of ERISA.

      The U.S. Department of Labor has issued an individual prohibited
transaction exemption to Merrill Lynch, Pierce, Fenner & Smith Incorporated,
identified as Prohibited Transaction Exemptions 90-29, as most recently amended
by Prohibited Transaction Exemption 2007-5, and as subsequently amended from
time to time. Subject to the satisfaction of conditions set forth therein, the
Exemption generally exempts from the application of


                                       241



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 Fitch, Moody's, S&P or Dominion Bond Rating Service Limited,
            known as DBRS Limited or Dominion Bond Rating Service, Inc., known
            as DBRS, Inc.;

      o     third, the trustee cannot be an affiliate of any other member of the
            Restricted Group, other than any of the Exemption Favored Parties;

      o     fourth, the following must be true--

            1.    the sum of all payments made to and retained by
                  Exemption-Favored Parties must represent not more than
                  reasonable compensation for underwriting the relevant class of
                  certificates;

            2.    the sum of all payments made to and retained by us in
                  connection with the assignment of mortgage loans to the trust
                  must represent not more than the fair market value of the
                  obligations; and

            3.    the sum of all payments made to and retained by the master
                  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 receives an investment grade rating from each of Fitch and S&P. 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.


                                       242



      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 Fitch, Moody's, S&P or Dominion Bond Rating Service
            Limited, known as DBRS Limited or Dominion Bond Rating Service,
            Inc., known as DBRS, Inc. for at least one year prior to the Plan's
            acquisition of an offered certificate 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 offering prospectus.

      Under the Exemption, the loan-to-value ratio or combined loan-to-value
ratio of any mortgage loan held in the trust may not exceed 100% at the date of
issuance of the certificates.

      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, any party
            responsible for servicing the 600 West Chicago Loan Combination 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

      o     the continued holding of an offered certificate 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;


                                       243



      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 or church 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.

      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.

                                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.


                                       244



      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.

                             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, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co.
as underwriters, we expect to agree to sell to the underwriters their respective
allocations of the offered certificates that they agree to purchase from us. We
will identify in a final prospectus supplement relating to the offered
certificates, the respective principal balances of each class of the offered
certificates that the underwriters agree to purchase.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated is the sole lead
manager and bookrunning manager for this offering. Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. will act as co-managers for this offering.

      We will identify in a final prospectus supplement relating to the offered
certificates the amount of sale proceeds that we expect to receive from this
offering before deducting expenses payable by us.

      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 Market Value Unrelated to the Performance of the Mortgage Loans" in this
offering prospectus


                                       245



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 will agree 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 is our affiliate and an
affiliate of Merrill Lynch Mortgage Lending, Inc., a sponsor and mortgage loan
seller.

      Each underwriter will represent to and agree 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 will represent to and agree 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.


                                       246



                                  LEGAL MATTERS

      Particular legal matters relating to the certificates will be passed upon
for us by Thacher Proffitt & Wood 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       FITCH       S&P
                        -----------   --------   -------
                         Class A-1      AAA        AAA
                         Class A-2      AAA        AAA
                         Class A-3      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        AA        AA
                          Class C       AA-        AA-
                          Class D        A          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;

      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 or Additional Interest 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 Fitch or S&P.


                                       247



      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.


                                       248



                                    GLOSSARY

                     TERMS USED IN THIS OFFERING PROSPECTUS

      The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this offering prospectus,
including in any of the annexes to this offering prospectus.

      "30/360 BASIS" means the accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

      "600 WEST CHICAGO CONTROLLING PARTY" means the holder of the 600 West
Chicago Note A-1 Pari Passu Non-Trust Loan or its designee, which designee is
expected to be the controlling class representative of the CGCMT Series 2007-C6
Securitization as such term is defined in the CGCMT Series 2007-C6 Pooling and
Servicing Agreement.

      "600 WEST CHICAGO CO-LENDER AGREEMENT" means the co-lender agreement by
and between the initial holders of the 600 West Chicago Trust Mortgage Loan and
the 600 West Chicago Pari Passu Non-Trust Loans. Following the inclusion of the
600 West Chicago Trust Mortgage Loan in the trust fund, the trust, acting
through the trustee, will be the holder of the 600 West Chicago Trust Mortgage
Loan and a party to the 600 West Chicago Co-Lender Agreement.

      "600 WEST CHICAGO LOAN COMBINATION" means, collectively, the 600 West
Chicago Trust Mortgage Loan and the 600 West Chicago Pari Passu Non-Trust Loans.

      "600 WEST CHICAGO MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this offering prospectus as 600 West Chicago.

      "600 WEST CHICAGO NOTE A-1 PARI PASSU NON-TRUST LOAN" means that loan
that--

      o     has been designated under the 600 West Chicago Co-Lender Agreement
            as "Loan A-1,"

      o     is not part of the trust fund, and

      o     is secured by the same mortgage encumbering the 600 West Chicago
            Mortgaged Property as is the 600 West Chicago Trust Mortgage Loan.

      "600 WEST CHICAGO PARI PASSU NON-TRUST LOAN" means a mortgage loan that is
not part of the trust fund and is secured by the same mortgage encumbering the
600 West Chicago Mortgaged Property as the 600 West Chicago Trust Mortgage Loan.

      "600 WEST CHICAGO REO PROPERTY" means the 600 West Chicago Mortgaged
Property if it has been acquired by the CGCMT Series 2007-C6 trust through
foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the
600 West Chicago Loan Combination.

      "600 WEST CHICAGO TRUST MORTGAGE LOAN" means that mortgage loan that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $64,750,000 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the 600 West Chicago Mortgaged
            Property.


                                       249



      "1101 NEW YORK AVENUE CO-LENDER AGREEMENT" means the co-lender agreement
by and between the initial holders of the 1101 New York Avenue Trust Mortgage
Loan and the 1101 New York Avenue Pari Passu Non-Trust Loans. Following the
inclusion of the 1101 New York Avenue Trust Mortgage Loan in the trust fund, the
trust, acting through the trustee, will be the holder of the 1101 New York
Avenue Trust Mortgage Loan and a party to the 1101 New York Avenue Co-Lender
Agreement.

      "1101 NEW YORK AVENUE LOAN COMBINATION" means, collectively, the 1101 New
York Avenue Trust Mortgage Loan and the 1101 New York Avenue Pari Passu
Non-Trust Loans.

      "1101 NEW YORK AVENUE MORTGAGED PROPERTY" means the mortgaged real
property identified on Annex A-1 to this offering prospectus as 1101 New York
Avenue.

      "1101 NEW YORK AVENUE PARI PASSU NON-TRUST LOAN" means a mortgage loan
that is not part of the trust fund and is secured by the same mortgage
encumbering the 1101 New York Avenue Mortgaged Property as the 1101 New York
Avenue Trust Mortgage Loan.

      "1101 NEW YORK AVENUE TRUST MORTGAGE LOAN" means that mortgage loan that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $112,500,000 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the 1101 New York Avenue
            Mortgaged Property.

      "A/B INTERCREDITOR AGREEMENT" means, with respect to an A/B Loan
Combination, the related intercreditor agreement among noteholders, as it may be
amended from time to time, by and between the holder of the related A-Note Trust
Mortgage Loan and the holder of the related B-Note Non-Trust Loan. Following the
inclusion of an A-Note Trust Mortgage Loan in the trust fund, the trust, acting
through the trustee, will be holder of that A-Note Trust Mortgage Loan and a
party to the related A/B Intercreditor Agreement.

      "A/B LOAN COMBINATION" means an A-Note Trust Mortgage Loan and the
corresponding B-Note Non-Trust Loan.

      "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 with respect to any ARD Loan in the trust
fund, the additional interest accrued with respect to that mortgage loan 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.


                                       250



      "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 offering prospectus.

      "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 Encanto-SLB Puerto Rico
Trust Mortgage Loan, the Lexus of Fremont Trust Mortgage Loan, the Stone Ridge
Apartments Trust Mortgage Loan, the Toledo Hilton Trust Mortgage Loan and the
Fairfield Inn Potomac Mills Trust Mortgage Loan.

      "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan (other than the
600 West Chicago Trust 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 calculated by the special servicer, in
            consultation with the controlling class representative, as of the
            determination date immediately succeeding the date on which the
            special servicer obtains knowledge of the occurrence of the relevant
            Appraisal Trigger Event, 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, the special 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


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      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
serviced under the pooling and servicing agreement, any Appraisal Reduction
Amount will be calculated as if it were a single loan, and then will be
allocated: (a) in the case of an A/B Loan Combination, first to the related
B-Note Non-Trust Loan, up to the outstanding principal balance thereof, and then
to the applicable A-Note Trust Mortgage Loan; and (b) in the case of a Pari
Passu Loan Combination, on a pro rata basis between the related Pari Passu Trust
Mortgage Loan and the related Pari Passu Non-Trust Loan(s).

      In the case of the 600 West Chicago Trust Mortgage Loan, any Appraisal
Reduction Amount will be calculated with respect to the 600 West Chicago Loan
Combination under the CGCMT Series 2007-C6 Pooling and Servicing Agreement in a
manner similar but not identical to that described above as if it were a single
loan.

      "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan (other
than the 600 West Chicago Trust 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);

      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.


                                       252



      For purposes of the foregoing, each Loan Combination will be treated as a
single mortgage loan.

      The equivalents of Appraisal Trigger Events with respect to the 600 West
Chicago Trust Mortgage Loan are set forth in the CGCMT Series 2007-C6 Pooling
and Servicing Agreement and include events that are generally similar but not
identical to those specified above as well as events that differ from those
specified above.

      "ARD 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--ARD Loans" in this offering prospectus.

      "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 certificate
                  administrator'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 (including the amounts
                  remitted by the applicable CGCMT Series 2007-C6 Master
                  Servicer with respect to the 600 West Chicago Trust Mortgage
                  Loan);

            (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 deposited in
                  the certificate administrator's distribution account;

      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;


                                       253



            (ii)  all amounts in the master servicers' collection accounts or
                  the certificate administrator'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
                        Accounts--Withdrawals" in this offering prospectus; and

                  (B)   the certificate administrator's distribution account,
                        including, but not limited to, trust administration
                        fees, as described under "Description of the Offered
                        Certificates--Distribution Account--Withdrawals" in this
                        offering prospectus;

            (iii) any prepayment premiums and yield maintenance charges;

            (iv)  any Additional Interest on the ARD Loan (which is separately
                  distributed to the holders of the class Z certificates);

            (v)   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 to be deposited in the
                  trustee's interest reserve account and held for future
                  distribution; and

            (vi)  any amounts deposited in the master servicers' collection
                  accounts or the certificate administrator'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, with respect to any A Note Trust Mortgage
Loan, the other mortgage loan that--

      o     is not included in the trust fund,

      o     is subordinate in right of payment to that A Note Trust Mortgage
            Loan to the extent set forth in the related intercreditor agreement,
            and

      o     is secured by the same mortgage or deed of trust on the same
            mortgaged real property as that A Note Trust Mortgage Loan.

      "CGCMT SERIES 2007-C6 MASTER SERVICER" means Wachovia Bank, National
Association, as master servicer of the CGCMT Series 2007-C6 Securitization for
the 600 West Chicago Loan Combination, who is responsible for the servicing and
administration of the 600 West Chicago Loan Combination under the CGCMT Series
2007-C6 Pooling and Servicing Agreement, or any successor master servicer
thereto.

      "CGCMT SERIES 2007-C6 POOLING AND SERVICING AGREEMENT" means that certain
pooling and servicing agreement, dated as of July 1, 2007, among the CGCMT
Series 2007-C6 Master Servicer, the CGCMT Series 2007-C6 Special Servicer and
the CGCMT Series 2007-C6 Trustee and certain other parties, relating to the
CGCMT Series 2007-C6 Securitization.

      "CGCMT SERIES 2007-C6 SECURITIZATION" means the Citigroup Commercial
Mortgage Trust 2007-C6 commercial mortgage securitization, which holds a 600
West Chicago Pari Passu Non-Trust Loan.


                                       254



      "CGCMT SERIES 2007-C6 SPECIAL SERVICER" means CWCapital Asset Management
LLC, as special servicer of the CGCMT Series 2007-C6 Securitization, who is
responsible for the servicing and administration of the 600 West Chicago Loan
Combination to the extent it becomes a specially serviced mortgage loan under
the CGCMT Series 2007-C6 Pooling and Servicing Agreement, or any successor
special servicer thereto.

      "CGCMT SERIES 2007-C6 TRUSTEE" means Wells Fargo Bank, N.A., as trustee of
the CGCMT Series 2007-C6 Securitization or any successor trustee thereto.

      "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 offering prospectus. The principal
balances set forth on Annex E to this offering prospectus 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 offering prospectus. 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, A-2, A-2FL, A-3 and A-3FL certificates,
that total principal balance may be less than) the principal balance that is
specified for that distribution date on Annex E to this offering prospectus.

      "CLEARSTREAM" means Clearstream Banking Luxembourg.

      "CLOSING DATE" means the date of the initial issuance of the offered
certificates, which will be on or about August 7, 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.

      "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 GROUP" means a group of related Crossed 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.

      "DRA/COLONIAL OFFICE PORTFOLIO CO-LENDER AGREEMENT" means the co-lender
agreement by and between the initial holders of the DRA/Colonial Office
Portfolio Trust Mortgage Loan and the DRA/Colonial Office Portfolio Pari Passu
Non-Trust Loans. Following the inclusion of the DRA/Colonial Office Portfolio
Trust Mortgage Loan in the trust fund, the trust, acting through the trustee,
will be the holder of the DRA/Colonial Office Portfolio Trust Mortgage Loan and
a party to the DRA/Colonial Office Portfolio Co-Lender Agreement.

      "DRA/COLONIAL OFFICE PORTFOLIO LOAN COMBINATION" means, collectively, the
DRA/Colonial Office Portfolio Trust Mortgage Loan and the DRA/Colonial Office
Portfolio Pari Passu Non-Trust Loans.

      "DRA/COLONIAL OFFICE PORTFOLIO MORTGAGED PROPERTY" means the mortgaged
real property identified on Annex A-1 to this offering prospectus as
DRA/Colonial Office Portfolio.

      "DRA/COLONIAL OFFICE PORTFOLIO PARI PASSU NON-TRUST LOAN" means a mortgage
loan that is not part of the trust fund and is secured by the same mortgage
encumbering the DRA/Colonial Office Portfolio Mortgaged Property as the
DRA/Colonial Office Portfolio Trust Mortgage Loan.


                                       255



      "DRA/COLONIAL OFFICE PORTFOLIO TRUST MORTGAGE LOAN" means that mortgage
loan that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $247,302,418.70 (assumes future
            advance of up to $153,684,437 will be fully disbursed as of the
            cut-off date), and

      o     is secured by a mortgage encumbering the DRA/Colonial Office
            Portfolio Mortgaged Property.

      "DTC" means The Depository Trust Company.

      "ENCANTO-SLB PUERTO RICO A/B MATERIAL DEFAULT" shall mean, any one or more
of a monetary default, loan acceleration, or transfer of the mortgage loan to
special servicing.

      "ENCANTO-SLB PUERTO RICO INTERCREDITOR AGREEMENT" means the co-lender
agreement by and between the initial holders of the Encanto-SLB Puerto Rico
Trust Mortgage Loan and the related B-Note Non-Trust Loan. Following the
inclusion of the Encanto-SLB Puerto Rico Trust Mortgage Loan in the trust fund,
the trust, acting through the trustee, will be the holder of the Encanto-SLB
Puerto Rico Trust Mortgage Loan and a party to the Encanto-SLB Puerto Rico
Intercreditor Agreement.

      "ENCANTO-SLB PUERTO RICO LOAN COMBINATION" means, collectively, the
Encanto-SLB Puerto Rico Trust Mortgage Loan and the related B-Note Non-Trust
Loan.

      "ENCANTO-SLB PUERTO RICO MORTGAGED PROPERTY" means the mortgaged real
property identified on Annex A-1 to this offering prospectus as Encanto-SLB
Puerto Rico.

      "ENCANTO-SLB PUERTO RICO TRUST MORTGAGE LOAN" means that mortgage loan
that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $18,265,766.87 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the Encanto-SLB Puerto Rico
            Mortgaged Property.

      "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 Exemptions 90-29
and 2000-55, each as amended by Prohibited Transaction Exemptions 97-34, 2000-58
and 2002-41 (in each case, if issued after the subject Exemption was granted),
and as may be amended from time to time, or any successor thereto, all as issued
by the U.S. Department of Labor.

      "Exemption-Favored Party" means any of--

      o     Merrill Lynch, Pierce, Fenner & Smith Incorporated;

      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


                                       256



      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.

      "FAIRFIELD INN POTOMAC MILLS CO-LENDER AGREEMENT" means the co-lender
agreement by and between the initial holders of the Fairfield Inn Potomac Mills
Trust Mortgage Loan and the related B-Note Non-Trust Loan. Following the
inclusion of the Fairfield Inn Potomac Mills Trust Mortgage Loan in the trust
fund, the trust, acting through the trustee, will be the holder of the Fairfield
Inn Potomac Mills Trust Mortgage Loan and a party to the Fairfield Inn Potomac
Mills Co-Lender Agreement.

      "FAIRFIELD INN POTOMAC MILLS LOAN COMBINATION" means, collectively, the
Fairfield Inn Potomac Mills Trust Mortgage Loan and the related B-Note Non-Trust
Loan.

      "FAIRFIELD INN POTOMAC MILLS MORTGAGED PROPERTY" means the mortgaged real
property identified on Annex A-1 to this offering prospectus as Fairfield Inn
Potomac Mills.

      "FAIRFIELD INN POTOMAC MILLS TRUST MORTGAGE LOAN" means that mortgage loan
that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $9,440,000 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the Fairfield Inn Potomac Mills
            Mortgaged Property.

      "FITCH" means Fitch, Inc.

      "IRS" means the Internal Revenue Service.

      "LEXUS OF FREMONT B-NOTE NON-TRUST LOAN" means that loan that--

      o     is not part of the trust fund,

      o     has been designated under the Lexus of Fremont Intercreditor
            Agreement as the "B Loan," with an original principal balance of
            $3,000,000, and

      o     is secured by the same mortgage encumbering the Lexus of Fremont
            Mortgaged Property as is the Lexus of Fremont Trust Mortgage Loan.

      "LEXUS OF FREMONT BORROWER" means the borrower under the Lexus of Fremont
Loan Combination.

      "LEXUS OF FREMONT INTERCREDITOR AGREEMENT" means the Intercreditor
Agreement Among Noteholders, by and between the holders of the Lexus of Fremont
Trust Mortgage Loan and the Lexus of Fremont B-Note Non-Trust Loan. Following
the inclusion of the Lexus of Fremont Trust Mortgage Loan in the trust fund, the
trust, acting through the trustee, will be the holder of that mortgage loan and
a party to the Lexus of Fremont Intercreditor Agreement.

      "LEXUS OF FREMONT LOAN COMBINATION" means, collectively, the Lexus of
Fremont Trust Mortgage Loan and the Lexus of Fremont B-Note Non-Trust Loan.

      "LEXUS OF FREMONT MATERIAL DEFAULT" means, with respect to the Lexus of
Fremont Loan Combination, one of the following events: (a) either of the Lexus
of Fremont Trust Mortgage Loan or the Lexus of Fremont


                                       257



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 Lexus of Fremont
Borrower.

      "LEXUS OF FREMONT MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this offering prospectus as the Lexus of Fremont.

      "LEXUS OF FREMONT TRUST MORTGAGE LOAN" means the mortgage loan that has a
cut-off date principal balance of $14,988,472.51, and is secured by a mortgage
encumbering the Lexus of Fremont Mortgaged Property.

      "LOAN COMBINATION" means any of the A/B Loan Combinations or the Pari
Passu Loan Combinations.

      "LOAN COMBINATION CONTROLLING PARTY" has the meaning assigned to that term
under the "Servicing of the Mortgage Loans--The Controlling Class Representative
and the Loan Combination Controlling Parties" in this offering prospectus.

      "LOAN COMBINATION INTERCREDITOR AGREEMENT" means, with respect to each
Loan Combination, the related co-lender or intercreditor agreement.

      "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.

      "MEZZ CAP A/B MATERIAL DEFAULT" means, with respect to a Mezz Cap A/B Loan
Combination, one of the following events: (a) either of the related A-Note Trust
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.

      "MEZZ CAP LOAN COMBINATION" means any of the Fairfield Inn Potomac Mills
Loan Combination, the Stone Ridge Apartments Loan Combination or the Toledo
Hilton Loan Combination.

      "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
            $4,077,484,261; and the mortgage loans are allocated to loan group 1
            and loan group 2 as described in this offering prospectus;

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

      o     the pass-through rate for each class of certificates is as described
            in this offering prospectus;

      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;


                                       258



      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 offering prospectus, which is any of an
            Actual/360 Basis or a 30/360 Basis;

      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     each ARD Loan is 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     no person or entity entitled thereto exercises its right of optional
            termination described in this offering prospectus under "Description
            of the Offered Certificates--Termination";

      o     the applicable tenant with respect to the mortgage loan identified
            on Annex A-1 as Mann & Sylmar does not exercise its purchase option
            with respect to the portion of the mortgaged real property referred
            to as the Advanced Bionics parcel;

      o     no mortgage loan is required to be repurchased by any mortgage loan
            seller;

      o     the mortgage loans that permit either voluntary prepayment with
            prepayment consideration (i.e. a prepayment premium or yield
            maintenance) or defeasance have been assumed to be mortgage loans
            providing for voluntary prepayment with prepayment consideration in
            the form of yield maintenance or a prepayment premium, as
            applicable;

      o     no prepayment premiums or yield maintenance charges are collected;

      o     there are no Additional Trust Fund Expenses;

      o     payments on the offered certificates are made on the 12th day of
            each month, commencing in September 2007; and

      o     the offered certificates are settled on August 7, 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.


                                       259



      "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 per annum rates at which any related Additional Interest
distributable to the class Z certificates is calculated), minus the sum of (a)
the applicable master servicing fee rate under the pooling and servicing
agreement (which includes the rate at which any primary servicing fees accrue),
(b) and the per annum rate at which the monthly trust administration fee is
calculated and (c) in the case of the 600 West Chicago Trust Mortgage Loan, the
per annum rate at which the related servicing fee under the CGCMT Series 2007-C6
Pooling and Servicing Agreement is calculated (adjusted to an actual/360
equivalent from time to time); provided, however, that, for purposes of
calculating the Weighted Average Net Mortgage Rate, and the respective
pass-through rates for the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL REMIC
regular interests and the certain classes of the non-fixed rate interest-bearing
certificates, from time to time--

      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 and, in the case of the 600 West Chicago Trust Mortgage
            Loan, the per annum rate at which the related servicing fee under
            the CGCMT Series 2007-C6 Pooling and Servicing Agreement is
            calculated), 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
            certificate administrator's interest reserve account in respect of
            that one-month period and (b) prior to the due date in August will
            be determined so as to produce an aggregate amount of interest that
            includes the related interest reserve amount(s) retained in the
            certificate administrator'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 5.3595% per annum to 6.9795%, with a weighted average of those Net
Mortgage Rates of 5.8309% per annum. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" in this
offering prospectus.

      "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 and, in the
case of an A-Note Trust Mortgage Loan with respect to a servicing advance, on or
with respect to the related Loan Combination.

      "NON-TRUST LOAN" means a Pari Passu Non-Trust Loan or a B-Note Non-Trust
Loan.

      "NON-TRUST LOAN NOTEHOLDER" means the holder of a Non-Trust Loan.


                                       260



      "OCH-ZIFF RETAIL PORTFOLIO CO-LENDER AGREEMENT" means the co-lender
agreement by and between the initial holders of the Och-Ziff Retail Portfolio
Trust Mortgage Loan and the Och-Ziff Retail Portfolio Pari Passu Non-Trust Loan.
Following the inclusion of the Och-Ziff Retail Portfolio Trust Mortgage Loan in
the trust fund, the trust, acting through the trustee, will be the holder of the
Och-Ziff Retail Portfolio Trust Mortgage Loan and a party to the Och-Ziff Retail
Portfolio Co-Lender Agreement.

      "OCH-ZIFF RETAIL PORTFOLIO LOAN COMBINATION" means, collectively, the
Och-Ziff Retail Portfolio Trust Mortgage Loan and the Och-Ziff Retail Portfolio
Pari Passu Non-Trust Loan.

      "OCH-ZIFF RETAIL PORTFOLIO CONTROLLING PARTY" means the holder of the
Och-Ziff Retail Portfolio Pari Passu Non-Trust Loan or its designee.

      "OCH-ZIFF RETAIL PORTFOLIO MORTGAGED PROPERTY" means the mortgaged real
properties identified on Annex A-1 to this offering prospectus as Och-Ziff
Retail Portfolio.

      "OCH-ZIFF RETAIL PORTFOLIO PARI PASSU NON-TRUST LOAN" means a mortgage
loan that is not part of the trust fund and is secured by the same mortgage
encumbering the Och-Ziff Retail Portfolio Mortgaged Property as the Och-Ziff
Retail Portfolio Trust Mortgage Loan.

      "OCH-ZIFF RETAIL PORTFOLIO TRUST MORTGAGE LOAN" means that mortgage loan
that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $140,000,000 (assumes a future
            advance of $47,718,310 will be disbursed to the related borrower by
            July 25, 2007) as of the cut-off date, and is secured by a mortgage
            encumbering the Och-Ziff Retail Portfolio Mortgaged Property.

      "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.

      "PARI PASSU LOAN COMBINATION" means a Pari Passu Trust Mortgage Loan and
the corresponding Pari-Passu Non-Trust Loan.

      "PARI PASSU NON-TRUST LOAN" means, with respect to any Pari Passu Trust
Mortgage Loan, the other mortgage loan that--

      o     is not included in the trust fund,

      o     is pari passu in right of payment to that Pari Passu Trust Mortgage
            Loan to the extent set forth in the related intercreditor agreement,
            and

      o     is secured by the same mortgage or deed of trust on the same
            mortgaged real property as that Pari Passu Trust Mortgage Loan.

      "PARI PASSU TRUST MORTGAGE LOAN" means any of the DRA/Colonial Office
Portfolio Trust Mortgage Loan, the Och-Ziff Retail Portfolio Trust Mortgage
Loan, the 1101 New York Avenue Trust Mortgage Loan or the 600 West Chicago Trust
Mortgage Loan.

      "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.


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      "PENALTY INTEREST" means any interest, other than late payment charges,
prepayment premiums or yield maintenance charges, that--

      o     accrues on a defaulted mortgage loan solely by reason of the subject
            default; and

      o     is in excess of all interest at the related mortgage interest 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 AAA
rated 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 (a) the short-term deposit or
            debt obligations of the party agreeing to repurchase the subject
            security are rated F1+ by Fitch and A-1+ by S&P, and (b) if it is a
            long term deposit or debt obligation (which in the case of S&P means
            in excess of three months), the long-term debt obligations of which
            are rated AA+ by Fitch and AAA by S&p;


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      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), (a) the short-term obligations of which are rated F1+ by
            Fitch and A-1+ by S&P, and (b) if it is a long term obligation
            (which in the case of S&P means in excess of three months), the
            long-term debt obligations of which are rated AA+ by Fitch and AAA
            by S&p;

      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 (a) is rated F1+ by Fitch and A-1+ by
            S&P, and (b) if it is a long term obligation (which in the case of
            S&P means in excess of three months), the long-term debt obligations
            of which are rated AA+ by Fitch and AAA by S&p;

      o     money market funds which are rated in one of the four highest
            applicable rating categories of a nationally recognized statistical
            rating organization (AA+ by Fitch and AAAm or AAAm-G by S&p); 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. In addition, "Permitted
Investments" (i) must exclude any security with the S&P's "r" symbol attached to
the rating, as well as any security of the type commonly known as "strips"; and
(ii) must be limited to those instruments that have a predetermined fixed dollar
of principal due at maturity that cannot vary or change. All investments must
mature or be redeemable upon the option of the holder thereof on or prior to the
business day preceding the day before the date such amounts are required to be
applied under the pooling and servicing agreement.

      "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.


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      "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 (including with respect to the 600 West Chicago
            Trust Mortgage Loan) 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 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).


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      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 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 B-Note 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.


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      "RESTRICTED GROUP" means, collectively--

      1.    the trustee;

      2.    the Exemption-Favored Parties;

      3.    us;

      4.    the master servicers;

      5.    the special servicer;

      6.    any party responsible for servicing the 600 West Chicago Loan
            Combination;

      7.    any sub-servicers;

      8.    the mortgage loan sellers;

      9.    the swap counterparty;

      10.   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

      11.   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, the CMSA loan
level reserve/LOC report and the CMSA reconciliation of funds report.

      "S&P" means Standard & Poor's Ratings Services, 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;

      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 the
            applicable master servicer or the special servicer, as the case may
            be, in its reasonable judgment) of the holders of the certificates
            and the trust fund and, in the case of a Loan Combination, the
            holder(s) of the related Non-Trust Loan(s), taking into account, in
            the


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            case of an A/B Loan Combination, 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 or interest in any mezzanine
                  loan or Non-Trust Loan 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.

      The servicing standard under the CGCMT Series 2007-C6 Pooling and
Servicing Agreement, the agreement under which the 600 West Chicago Trust
Mortgage Loan is being serviced, is generally similar but not identical to the
foregoing.

      "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;


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      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 any
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


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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.

      "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.

      "STONE RIDGE INTERCREDITOR AGREEMENT" means the intercreditor agreement by
and between the initial holders of the Stone Ridge Trust Mortgage Loan and the
related B-Note Non-Trust Loan. Following the inclusion of the Stone Ridge Trust
Mortgage Loan in the trust fund, the trust, acting through the trustee, will be
the holder of the Stone Ridge Trust Mortgage Loan and a party to the Stone Ridge
Intercreditor Agreement.

      "STONE RIDGE LOAN COMBINATION" means, collectively, the Stone Ridge Trust
Mortgage Loan and the related B-Note Non-Trust Loan.

      "STONE RIDGE MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this offering prospectus as Stone Ridge.

      "STONE RIDGE TRUST MORTGAGE LOAN" means that mortgage loan that--

      o     is part of the trust fund,


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      o     has an unpaid principal balance of $14,000,000 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the Stone Ridge Mortgaged
            Property.

      "TOLEDO HILTON CO-LENDER AGREEMENT" means the co-lender agreement by and
between the initial holders of the Toledo Hilton Trust Mortgage Loan and the
related B-Note Non-Trust Loan. Following the inclusion of the Toledo Hilton
Trust Mortgage Loan in the trust fund, the trust, acting through the trustee,
will be the holder of the Toledo Hilton Trust Mortgage Loan and a party to the
Toledo Hilton Co-Lender Agreement.

      "TOLEDO HILTON LOAN COMBINATION" means, collectively, the Toledo Hilton
Trust Mortgage Loan and the related B-Note Non-Trust Loan.

      "TOLEDO HILTON MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this offering prospectus as Toledo Hilton.

      "TOLEDO HILTON TRUST MORTGAGE LOAN" means that mortgage loan that--

      o     is part of the trust fund,

      o     has an unpaid principal balance of $9,300,000 as of the cut-off
            date, and

      o     is secured by a mortgage encumbering the Toledo Hilton Mortgaged
            Property.

      "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 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.


                                       270



TERMS USED IN ANNEXES A-1 AND A-2

      The following defined terms and descriptions of certain underwriting
matters 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 and any related Pari Passu Non-Trust
Loans commencing after the origination date; provided, however, for purposes of
calculating the UW DSCR (x) provided in this offering prospectus with respect to
90 mortgage loans, representing approximately 36.4% 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 and any related Pari Passu
Non-Trust Loans commencing after the amortization period begins; and provided,
further, that for purposes of calculating the UW DSCR(x) provided in this
offering prospectus with respect to 74 mortgage loans, representing
approximately 47.7% 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 and any related Pari
Passu Non-Trust Loans 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 Offering Prospectus--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 or 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 offering prospectus
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


                                       271



thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in
determining revenue from rents, 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 and the re-leasing of
occupied space, 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 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 offering prospectus.

      (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 and any related Pari Passu Non-Trust Loans 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 Offering Prospectus--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 or calculated by taking into account
various assumptions regarding the financial performance of the related


                                       272



mortgaged real property on a "stabilized" basis. See Annex A-1 to this offering
prospectus for more information regarding the loan-to-value ratios of the
mortgage loans referred to in the preceding sentence.

      (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 and any related Pari Passu Non-Trust Loans at
scheduled maturity (or an ARD Loan on its anticipated repayment date) (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 and any related Pari Passu Non-Trust Loans,
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 offering prospectus.

      (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 such mortgage loan
if it is an ARD Loan).

      (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.
References to "X%()"in the context of original prepayment provisions represent,
with respect to each


                                       273



applicable mortgage loan, the percentage of the amount prepaid that the related
borrower is required to pay as a prepayment premium and the period for which
that prepayment premium is payable.

      (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 to such holder 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).

      (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.


                                       274




                                    ANNEX A-1

                  CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS


                                      A-1-1



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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         2        MLML         Empirian Multifamily Portfolio Pool 1            Various
 1.01       2        MLML         Indian Lake I                                    100 Indian Lake Drive
 1.02       2        MLML         Stewart Way I                                    302 West General Stewart Way
 1.03       2        MLML         Garden Terrace                                   8725 Del Ray Court
 1.04       2        MLML         Canterbury Crossings                             318 Monks Court
 1.05       2        MLML         Mosswood                                         101 Mosswood Circle
 1.06       2        MLML         Shadowood                                        1927 A Sanford Circle
 1.07       2        MLML         Cambridge Common                                 4959 Oakhurst Drive
 1.08       2        MLML         Acadia Court                                     3008 Acadia Court
 1.09       2        MLML         Holly Sands                                      5 Sandalwood Drive
 1.10       2        MLML         Marabou Mills                                    3402 Marabou Mills Drive
 1.11       2        MLML         Rosewood Commons                                 5549 Rosewood Commons Drive
 1.12       2        MLML         Annhurst I                                       4975 Clancy Court
 1.13       2        MLML         Sugartree                                        1801 Sugartree Circle
 1.14       2        MLML         Ramblewood - Augusta                             2549 Center West Parkway
 1.15       2        MLML         Winter Woods                                     15300 West Colonial Drive
 1.16       2        MLML         Woodlands - Streetsboro                          833 Frost Road
 1.17       2        MLML         Windwood                                         1530 Windwood Drive North East
 1.18       2        MLML         Hidden Acres                                     1284 Hidden Circle- East
 1.19       2        MLML         Bridgeport                                       3385 Creek Ridge Road
 1.20       2        MLML         Elmwood - West Palm Beach                        5111 Elmhurst Street
 1.21       2        MLML         Heathmoore - Canton                              41299 Heathmoore Court
 1.22       2        MLML         Olivewood - Indianapolis                         2091 Olivewood Drive
 1.23       2        MLML         Plumwood                                         1050 Plumrose Drive
 1.24       2        MLML         Cedargate - Lancaster                            1410 Sheridan Drive
 1.25       2        MLML         Slate Run - Louisville                           806 Granite Drive
 1.26       2        MLML         Marsh Landing                                    3875 Darien Highway
 1.27       2        MLML         Roanoke - Rochester Hills                        6 Roanoke Lane
 1.28       2        MLML         Annhurst - Clairton                              535 North Lewis Run
 1.29       2        MLML         Red Deer                                         2202 Roseanne Court
 1.30       2        MLML         The Willows                                      2228 Bruce Road
 1.31       2        MLML         Montgomery Court                                 7884 Rhapsody Drive
 1.32       2        MLML         Suffolk Grove                                    2288 Suffolk Lane
 1.33       2        MLML         Larkspur                                         5350 Jasmine Lane
 1.34       2        MLML         Dartmouth Place                                  705 South Lincoln
 1.35       2        MLML         Cedarwood - Ocala                                1529-C North East 39th Avenue
 1.36       2        MLML         Kings Colony                                     1425 King George Boulevard
 1.37       2        MLML         Springtree                                       4772 Elmhurst Road
 1.38       2        MLML         Suntree                                          4602 Cresthaven Boulevard
 1.39       2        MLML         Palm Side                                        210 Interchange Drive
 1.40       2        MLML         Willowood East                                   3787 Willowood Drive
 1.41       2        MLML         High Points                                      6611 Trichel Lane
 1.42       2        MLML         Redwood Hollow                                   600 Weakley Lane
 1.43       2        MLML         Harbinwood                                       1295 Harbins Road
 1.44       2        MLML         Oak Ridge                                        1600 South Highway 27
 1.45       2        MLML         Oakwood Village - Hudson                         18933 Quercus Street
 1.46       2        MLML         Valleyfield - Lexington                          2875 Palumbo Drive
 1.47       2        MLML         Forest Village                                   1481 Forest Hill Road
 1.48       2        MLML         Blueberry Hill I                                 33230 Ryan Drive
 1.49       2        MLML         Pinellas Pines                                   8501 52nd Street North
 1.50       2        MLML         Ketwood                                          2224-G Ketwood Place
 1.51       2        MLML         Cedar Hill                                       8324 Gleason Drive
 1.52       2        MLML         Glenwood Village                                 1420 Gray Highway
 1.53       2        MLML         Rosewood - Columbus                              5470 Yellowbud Drive
 1.54       2        MLML         Winthrop Court                                   720 Ridgeview Drive
 1.55       2        MLML         Parkway North                                    8049 Stillwater Court North West
 1.56       2        MLML         Northridge                                       400 Northside Drive
 1.57       2        MLML         Timbercreek                                      2140 Timbercreek Dive
 1.58       2        MLML         Hickory Place                                    2323 South West 35th Place
 1.59       2        MLML         Morgan Trace                                     4065 Jonesboro Road
 1.60       2        MLML         Meadowood - Nicholasville                        201 Orchard Drive
 1.61       2        MLML         Link Terrace                                     110 Link Street
 1.62       2        MLML         Willow Run - Stone Mountain                      4941 Central Drive
 1.63       2        MLML         Old Archer Court                                 3001 SW Archer Road
 1.64       2        MLML         Sherbrook - Indianapolis                         8026 McFarland Court
 1.65       2        MLML         Willowood - Grove City                           3466 Willowood Place
 1.66       2        MLML         Riverwood                                        4803 Street Johns Avenue
 1.67       2        MLML         Willow Creek I                                   101 Rhodes Lane
 1.68       2        MLML         Meadowood - Cuyahoga Falls                       3202 Prange Drive
 1.69       2        MLML         Oakley Woods                                     6300 Oakley Road
 1.70       2        MLML         Aragon Woods                                     8172 Aragon Woods Drive
 1.71       2        MLML         Greenglen II                                     2015 North Mccord Road
 1.72       2        MLML         Amberwood - Massillon                            3648-A Wales Avenue North West
 1.73       2        MLML         Willow Run - New Albany                          One Plaza Drive
 1.74       2        MLML         Carriage Hill                                    604 Hillcrest Parkway
 1.75       2        MLML         Sandalwood                                       4804 West Bancroft Street
 1.76       2        MLML         Andover Court                                    1095-A Beech Street
 1.77       2        MLML         Heathmoore - Louisville                          11559 Ford Place
 1.78       2        MLML         Meadowood - Mansfield                            798 Straub Road
  2         2        MLML         Empirian Multifamily Portfolio Pool 3            Various
 2.01       2        MLML         Forsythia Court - Abingdon                       300-B Forsythia Drive
 2.02       2        MLML         Ashgrove - Sterling Heights                      15151 Ashgrove Drive
 2.03       2        MLML         Woodlands - Columbus                             5354 Deerbrook Lane
 2.04       2        MLML         Greengate                                        2357-B Greengate Circle
 2.05       2        MLML         Oak Gardens                                      2484 Oak Garden Lane
 2.06       2        MLML         Holly Ridge                                      3215 South West 52nd Avenue
 2.07       2        MLML         Cherry Tree                                      9 Windsor Way
 2.08       2        MLML         Ridgewood - Lexington                            2170 Fort Harrods Drive
 2.09       2        MLML         Shadow Bay                                       8833 Old Kings Road South
 2.10       2        MLML         Sanford Court                                    3291 South Sanford Avenue
 2.11       2        MLML         Candlelight                                      965 Candlelight Boulevard
 2.12       2        MLML         Cherry Glen                                      2752 Cherry Glen Way
 2.13       2        MLML         Daniel Court                                     640 Daniel Court
 2.14       2        MLML         Ridgewood - Decatur                              3863 Memorial Drive
 2.15       2        MLML         Cedargate - Bloomington                          3073 East Amy Lane
 2.16       2        MLML         Whispering Pines                                 4591 Whispering Pines Lane
 2.17       2        MLML         Merrifield                                       1027 Adams Avenue
 2.18       2        MLML         Woodlands - Zelienople                           700 Woodlands Drive
 2.19       2        MLML         Annhurst - Belcamp                               4600-C Annhurst Drive
 2.20       2        MLML         Meldon Place                                     1736-C Brownstone Boulevard
 2.21       2        MLML         Camellia Court - Dayton                          4542 Kalida Court
 2.22       2        MLML         Terrace Trace                                    9135 Talina Lane
 2.23       2        MLML         Heron Pointe                                     2553 State Road (Heron Pointe)
 2.24       2        MLML         Cedargate - Clayton                              701 North Union Road
 2.25       2        MLML         Mark Landing I                                   7967 SE Courtney Terrace
 2.26       2        MLML         Oakwood Manor                                    2650 North 26th Terrace
 2.27       2        MLML         Miguel Place                                     8940 Miguel Place
 2.28       2        MLML         Amesbury                                         3155 Harshman Drive
 2.29       2        MLML         University Square                                2900 University Square Drive
 2.30       2        MLML         Ambergate                                        2233 Ambergate Lane
 2.31       2        MLML         Indian Ridge                                     2924 Miccosukee Road
 2.32       2        MLML         Applegate - Muncie                               4055 North Everett Road
 2.33       2        MLML         Millburn Court                                   8324 Millwheel Drive
 2.34       2        MLML         Ramblewood - Valdosta                            3131 North Oak Street
 2.35       2        MLML         Rosewood - Louisville                            13905 Sassafras Tree Drive
 2.36       2        MLML         Winthrop Court I (OH)                            2531 Arborview Drive
 2.37       2        MLML         Capital Ridge                                    3255 Capitol Circle North East
 2.38       2        MLML         Driftwood                                        91 11th Street West
 2.39       2        MLML         Wilcrest Woods                                   701 Penn Waller Road
 2.40       2        MLML         Annhurst - Indianapolis                          4958 Dawn Drive
 2.41       2        MLML         Manchester                                       2900 Coronet Lane
 2.42       2        MLML         Laurel Glen                                      4191 Lake Acworth Drive
 2.43       2        MLML         Countryside Manor                                8800 Countryside Way
 2.44       2        MLML         Parkville - Columbus                             2346 Parkgreen Place
 2.45       2        MLML         Sandpiper II                                     2403 South 25th Street
 2.46       2        MLML         Ranchside                                        2508 Ranchside Terrace
 2.47       2        MLML         Westway                                          2006 Commercial Drive South
 2.48       2        MLML         Jefferson Way I                                  409 Jefferson Avenue
 2.49       2        MLML         Wentworth                                        27010 Wentworth Drive
 2.50       2        MLML         Roanoke - Louisville                             4603 Roxann Boulevard
 2.51       2        MLML         Applegate - Columbus                             2230 Applegate Drive
 2.52       2        MLML         Valleybrook                                      169 Roscoe Road
 2.53       2        MLML         Brandon Court                                    2381 Brandon Court
 2.54       2        MLML         Ashford Hill                                     1367 Beeler Drive
 2.55       2        MLML         Shadow Ridge                                     2424 West Tharpe Street
 2.56       2        MLML         Sutton Place                                     3150 Pyramid Parkway
 2.57       2        MLML         Greenbriar Glen                                  3030 Continental Colony Parkway
 2.58       2        MLML         Ridgewood - Louisville                           3206 Abshire Lane
 2.59       2        MLML         Meadowland                                       200 Crane Drive
 2.60       2        MLML         West of Eastland                                 3752 Knightsway Lane
 2.61       2        MLML         Timberwood                                       710 Mason Terrace Road
 2.62       2        MLML         Stonehenge - Indianapolis                        7980 Dunston Drive
 2.63       2        MLML         Springwood                                       5470 Yellowbud Drive
 2.64       2        MLML         Meadowood - Franklin                             820 Hospital Road
 2.65       2        MLML         Foxton II                                        4341 Foxton Court
 2.66       2        MLML         Glen Arm Manor                                   2609 Gillionville Road
 2.67       2        MLML         Slate Run - Hopkinsville                         850-A North Elm Street
 2.68       2        MLML         Stonehenge I                                     3735 South A Street
 2.69       2        MLML         Sherbrook - Columbus                             6677 Guinevere Drive
 2.70       2        MLML         Millburn                                         4392 Millburn Avenue
 2.71       2        MLML         Barrington                                       750 Northern Avenue
 2.72       2        MLML         Hickory Mill                                     2769 Hickory Mill Drive
 2.73       2        MLML         Stonehenge - Glasgow                             1000 Stonehenge Place
 2.74       2        MLML         Quail Call                                       2414 North Brierwood Drive
 2.75       2        MLML         Stonehenge - Massillon                           799 17th Street North West
 2.76       2        MLML         Spicewood                                        3700 Brill Road
 2.77       2        MLML         Whisperwood                                      1506 East 16th Avenue
 2.78       2        MLML         Slate Run - Miamisburg                           248 Heincke Road
 2.79       2        MLML         Beckford Place - New Castle                      2900 South Memorial Drive
  3         1        MLML         Town Center at Cobb                              400 Ernest West Barrett Parkway
  4         1         WFB         DRA / Colonial Office Portfolio                  Various
 4.01       1         WFB         Heathrow Inter. Business Ctr.                    300, 400, 701, 801, 901 & 1001 International
                                                                                   Parkway
 4.02       1         WFB         Research Office Park                             12301-4 Research Boulevard, Buildings III & IV
 4.03       1         WFB         CC at Town Park                                  100, 200 & 300 Colonial Center Parkway
 4.04       1         WFB         Colonial Place I & II                            4300 & 4350 Cypress Street
 4.05       1         WFB         CC at Colonnade                                  3500, 3700 & 3800 Colonnade Parkway
 4.06       1         WFB         Peachtree Street                                 1355 Peachtree Street NE
 4.07       1         WFB         CP Town Park Combined                            950 Market Promenade Avenue
 4.08       1         WFB         Concourse Center                                 3501, 3503, 3505 & 3507 Frontage Road
 4.09       1         WFB         CC at Town Park 600                              600 Colonial Center Parkway
 4.10       1         WFB         Riverchase Center                                2100, 2200 & 2300 Riverchase Center
 4.11       1         WFB         International Office Park                        1800 & 1900 International Park Drive
 4.12       1         WFB         Colonial Center at Bayside                       17757 US Highway 19 North
 4.13       1         WFB         Colonial Center at Blue Lake                     3500 Blue Lake Drive
 4.14       1         WFB         Shops at Colonnade - Retail                      3409-3443 Colonnade Parkway
 4.15       1         WFB         Colonial Plaza                                   2101 6th Avenue North
 4.16       1         WFB         Esplanade                                        2101 Rexford Road
 4.17       1         WFB         Maitland Office Building                         901 Lake Destiny Drive
 4.18       1         WFB         HIBC 1000 Building                               1000 Business Center Drive
 4.19       1         WFB         One Independence Plaza                           One Independence Drive
  5         1       LaSalle       Och - Ziff Retail Portfolio                      Various
 5.01       1       LaSalle       Colonial Pinnacle at Portofino                   19075 Interstate 45 South
 5.02       1       LaSalle       Colonial Promenade Beechwood                     196 Alps Road
 5.03       1       LaSalle       Colonial Promenade Trussville                    5895-5993 Trussville Crossings Parkway
 5.04       1       LaSalle       Colonial Promenade Alabaster                     300 Colonial Promenade Parkway
 5.05       1       LaSalle       Kingswood Commons                                600 Kingwood Drive
 5.06       1       LaSalle       Colonial Promenade Hunter's Creek                3900-4112 Town Center Boulevard
 5.07       1       LaSalle       Colonial Promenade Lakewood                      5620 San Jose Boulevard
 5.08       1       LaSalle       Colonial Promenade Northdale                     15700-15800 North Dale Mabry Highway
 5.09       1       LaSalle       Colonial Promenade Burnt Store                   3941 Tamiami Trail
 5.10       1       LaSalle       Colonial Promenade Trussville II                 5870-5890 Trussville Crossings Parkway
 5.11       1       LaSalle       Colonial Shoppes Clay                            5100 Old Springville Road
                     MLML         U-Haul SAC 14, 15, 16, 17                        Various
  6         1        MLML         U-Haul SAC 14                                    Various
 6.01       1        MLML         U-Haul Lincoln Park                              1200 West Fullerton
 6.02       1        MLML         U-Haul Center North Rancho                       3969 North Rancho Drive
 6.03       1        MLML         U-Haul Center Albany                             139 Broadway
 6.04       1        MLML         U-Haul Of Inwood                                 20A Sheridan Boulevard
 6.05       1        MLML         U-Haul Center Texas Avenue                       2813 Texas Avenue
 6.06       1        MLML         U-Haul Center Of Olathe                          12540 South Rogers Road
  7         1        MLML         U-Haul SAC 17                                    Various
 7.01       1        MLML         U-Haul Of Medford                                600 Mystic Valley Parkway
 7.02       1        MLML         U-Haul Center Of Round Rock                      1535 Round Rock Avenue
 7.03       1        MLML         U-Haul Kings Highway                             1641 South Kings Highway
 7.04       1        MLML         U-Haul Center Rockville                          230-240 Maple Avenue
 7.05       1        MLML         U-Haul Center Downtown                           1301 Monticello Avenue
 7.06       1        MLML         U-Haul Center Beaumont                           3885 Milam
  8         1        MLML         U-Haul SAC 15                                    Various
 8.01       1        MLML         U-Haul Center Of Salisbury                       6 Merrill Street
 8.02       1        MLML         U-Haul Storage Glendora                          1301 East Route 66
 8.03       1        MLML         U-Haul Storage Black Rock                        3029 Fairfield Avenue
 8.04       1        MLML         U-Haul Storage Ivar Avenue                       3527 Ivar Avenue
 8.05       1        MLML         U-Haul Storage Tarrant Road                      2455 Tarrant Road
 8.06       1        MLML         U-Haul Storage Waxahachie                        1103 West 287 Bypass
 8.07       1        MLML         U-Haul Storage Laurelwood                        611 Blackwood Clementon Road
 8.08       1        MLML         U-Haul Storage Business Avenue                   5600 Business Avenue
 8.09       1        MLML         U-Haul Storage I-30                              9302 Interstate Highway 30
 8.10       1        MLML         U-Haul Storage Hulen                             7225 South Hulen
  9         1        MLML         U-Haul SAC 16                                    Various
 9.01       1        MLML         U-Haul Center White Lane                         6201 - 6261 White Lane
 9.02       1        MLML         U-Haul Storage South Side                        2101 South Kingshighway Boulevard
 9.03       1        MLML         U-Haul Storage Sycamore Avenue                   36 North Sycamore Avenue
 9.04       1        MLML         U-Haul Storage Burlington                        94 Connecticut Drive
 9.05       1        MLML         U-Haul Storage Westchase                         7741-43 Eckhert Road
 9.06       1        MLML         U-Haul Storage Alma                              3401 Alma Drive
 9.07       1        MLML         U-Haul Storage Rio Salado                        500 North Scottsdale Road
 9.08       1        MLML         U-Haul Storage Ridgeway Avenue                   2055 Ridgeway Avenue
 9.09       1        MLML         U-Haul Storage Middletown                        1200 Newfield Street (Route 3)
 9.10       1        MLML         U-Haul Storage Rufe Snow                         6550 Browning Drive
  10        2        GECC         B2 Portfolio                                     Various
10.01       2        GECC         Sinclair                                         3600 Park Colony Drive
10.02       2        GECC         Steeple Chase                                    5940 Singleton Road
10.03       2        GECC         Vacaro                                           3504 Joyce Court
10.04       2        GECC         Alden Ridge                                      1500 Post Oak Drive
10.05       2        GECC         Somerset                                         100 Summerwalk Parkway
10.06       2        GECC         Chelsea Point                                    6617 Bickford Lane
10.07       2        GECC         Waverly 1 & II                                   5010 Split Rail Circle
10.08       2        GECC         La Cota                                          6664 Peachtree Industrial Boulevard
10.09       2        GECC         Ashland                                          1 Aspen Drive
10.10       2        GECC         Hunt Club                                        103 Echo Glen Drive
10.11       2        GECC         The Lakes at Meadowland                          101 Meadowood Street
  11        1        MLML         Gwinnett Place                                   2100 Pleasant Hill Road
  12        1         WFB         1101 New York Avenue                             1101 New York Avenue NW
  13        1        MLML         Mann & Sylmar Biomedical Parks                   Various
13.01       1        MLML         Mann Biomedical Park                             25100 Rye Canyon Loop
13.02       1        MLML         Sylmar Biomedical Park                           12744 San Fernando Road
  14        1       LaSalle       600 West Chicago                                 600 West Chicago Avenue, 900-950 West Kingsbury,
                                                                                   811 North Larabee
  15        2        GECC         Columbia/Brook Park MHC Rollup                   Various
15.01       2        GECC         Columbia Park MHC                                7100 Columbia Road
15.02       2        GECC         Brook Park MHC                                   11800 Brookpark Road
  16        1       LaSalle       OfficeMax Headquarters                           263 Shuman Boulevard
  17        1        GECC         Radisson - Alexandria                            901 North Fairfax Street
  18        1       LaSalle       The Shoppes at Old Bridge                        Route 9 and State Highway 18
  19        1         WFB         Amylin                                           9360 and 9390 Towne Centre Drive
  20        1        MLML         University West Apartments                       Various
20.01       1        MLML         Mortensen Place                                  800-1106 Pinon Drive
20.02       1        MLML         Fieldstone Grand                                 1405-1425 Coconino Road
20.03       1        MLML         Celtic Place Apartments                          1300 Coconino Drive
20.04       1        MLML         Fieldstone Townhomes & Apartments                4305-4345 Maricopa Drive
20.05       1        MLML         Bird Place Apartments                            1400 Coconino Drive
20.06       1        MLML         4501 & 4509 Steinbeck Street                     4501 & 4509 Steinbeck Street
20.07       1        MLML         4502 & 4510 Steinbeck Street                     4502 & 4510 Steinbeck Street
20.08       1        MLML         4518 Steinbeck Street                            4518 Steinbeck Street
20.09       1        MLML         4533 Steinbeck Street                            4533 Steinbeck Street
20.10       1        MLML         4541 Steinbeck Street                            4541 Steinbeck Street
  21        1        MLML         FIDM Los Angeles                                 919 South Grand Avenue
  22        1        MLML         Kapaa Quarry Industrial Complex                  905 & 909 Kalanianaole Highway
  23        1        GECC         Holiday Inn - Alexandria                         625 First Street
  24        1        GECC         Bayshore Shopping Center                         521 Montauk Highway
  25        1        GECC         Sports Authority - Tempe                         7760 South Priest Drive
                      WFB         Albuquerque Hotel Portfolio                      Various
  26        1         WFB         Hilton Garden Inn Albuquerque                    2601 Yale Boulevard SE
  27        1         WFB         Holiday Inn Hotel & Suites Albuquerque           5050 Jefferson Street NE
  28        1         WFB         Homewood Suites Albuquerque Airport              1520 Sunport Place SE
  29        1         WFB         Jefferson Crossing Shopping Center               100 Flowing Springs Rd
  30        2        GECC         Timber Ridge & Maplewood West                    1025 Adams Circle
  31        1       LaSalle       Hampton Inn - BWI                                829 Elkridge Landing Road
  32        1        GECC         GMH - The Ridge                                  350 Wedgewood Drive
  33        2       LaSalle       Broadstone Heights                               8100 Barstow Street NE
  34        2        MLML         Weston Ranch Apartments                          4095 Lawson's Ridge Drive
  35        1        GECC         Ordnance Plaza 2                                 595 East Ordnance Road
  36        1       LaSalle       ConAgra Foods                                    215 West Diehl Road
  37        1         WFB         Featherock Park                                  2200 Highway 60 East
  38        2        GECC         GMH - Uptown                                     2601 West Oak Street
  39        2        GECC         Greystone Summit                                 5200 Greystone Summit Drive
  40        1        GECC         Raymour & Flanigan-Seekonk                       100 Highland Avenue
                     MLML         Beitler Portfolio                                Various
  41        1        MLML         1447 2nd Street                                  1447 2nd Street
  42        1        MLML         11860 Wilshire Boulevard                         11860 Wilshire Boulevard
  43        1        MLML         1441 4th Street                                  1441 4th Street
  44        2        GECC         Starlite Mobile Estates                          1045 North Azusa Avenue
  45        1        GECC         Emily Morgan Hotel                               705 Houston Street
  46        1        GECC         RDR Apartments                                   Various
46.01       1        GECC         Crestview Apartments                             1 Crestview Terrace
46.02       1        GECC         Valley View Apartments                           1210 Valley View Avenue
46.03       1        GECC         Pinecrest Apartments                             200 Pinecrest Drive
46.04       1        GECC         Hall Valley Apartments                           100 Hall Valley Drive
46.05       1        GECC         Quarry Apartments                                Overlook Drive
  47        1       LaSalle       Plaza Nine                                       900 Route 9 North
  48        1        MLML         Grand Mart-Little River                          6229-6259 Little River Turnpike
  49        1         WFB         Encanto- SLB Puerto Rico                         Various
49.01       1         WFB         Unit #624/702 - Pizza Hut/TB - Isla Verde        PR Road No. 187 Km 1.0, Isla Verde Food Mall
49.02       1         WFB         Unit #503 - KFC - Bayamon Victory                PR Road No. 167, Urb. County Estates
49.03       1         WFB         Unit #504 - KFC - Barbosa                        Corner Barbosa Avenue & America St
49.04       1         WFB         Unit #532/653 - KFC/PH - 65th Infanteria         Corner of 65th Infantry & 31st St., Sabana
                                                                                   Liana Ward
49.05       1         WFB         Unit #518 - KFC - Caguas                         Corner PR State Rd No. 172 & Asturias St
49.06       1         WFB         Unit #546 - KFC - Fajardo                        State Rd. No. 3 Km 46.0, Quebrada Ward
49.07       1         WFB         Unit #523 - KFC/TB - Vega Baja                   PR Road No.2, Cabo Caribe Ward
49.08       1         WFB         Unit #527/664 - KFC - Ponce Bypass               PR Road No.2 Km 26.6, San Anton Ward
49.09       1         WFB         Unit #622 - Pizza Hut - Ponce II                 PR Road No.2 Km 260.4
49.10       1         WFB         Unit #512 - KFC - Cupey                          115 Amazonas St., Urb. El Paraiso
49.11       1         WFB         Unit #516 - KFC - Puerta de Tierra               Munoz Rivera Ave. & San Juan Bautista St
49.12       1         WFB         Unit #639 - Pizza Hut - Guayama                  PR Road No. 3 Km 135.3
49.13       1         WFB         Unit #529 - KFC/TB - Mayaguez Post               Post St., Miradero Ward
49.14       1         WFB         Unit #514 - KFC - Carolina                       PR Road No. 3, Carolina Industrial Park
49.15       1         WFB         Unit #636 - Pizza Hut - San German               PR Road No. 102 Km 204.8
49.16       1         WFB         Unit #559 - KFC - Pinero                         1251 Jesus T. Pinero Avenue
49.17       1         WFB         Unit #506 - KFC - Loiza Street                   Corner Loiza & Corchado St
49.18       1         WFB         Unit #644 - Pizza Hut - Levittown                T-1569 Boulevard Ave., Levittown Lakes
  50        2        GECC         GMH - University Heights                         1319 Knotty Pine Way
  51        2        GECC         The Greens at McKinney                           3191 Medical Center Drive
  52        2        MLML         Cobblestone Crossing                             1808 Cobblestone Way South
  53        1        MLML         Huntington Park Retail                           6001-6081 Pacific Boulevard
53.01       1        MLML         Pacific Belgrave Retail Center                   6001-6021 Pacific Boulevard
53.02       1        MLML         Pacific Randolph Center                          6041-6081 Pacific Boulevard
  54        2        MLML         Sunrise Fountains Apartments                     2104 South Lewis Street
  55        1        MLML         Thunderbird Paseo Medical Plaza                  5601-5605 West Eugie Avenue
  56        1         WFB         Kohl's Scottsdale                                8680 East Raintree Drive
  57        1       LaSalle       Clinton Hotel                                    825 - 835 Washington Avenue
  58        1        MLML         Azusa Center                                     1123-1175 East Alosta Avenue
  59        1        GECC         Grand Bank Center                                3501& 3601 PGA Boulevard
  60        1        MLML         Palm Beach Office Building                       4400 PGA Boulevard
  61        1        MLML         Lexus of Fremont                                 5600 Cushing Parkway
  62        2        GECC         GMH - University Walk                            1205 University Walk Circle
  63        1        GECC         Kingsley Square                                  7203-7215 Skillman Street
  64        1       LaSalle       Laurel Executive Bldg                            312 Marshall Avenue
  65        2       LaSalle       Stone Ridge Apartments                           1115 Highway 146 North
  66        1        MLML         Malibu Vista Plaza                               22761 Pacific Coast Highway
  67        1         WFB         Best Buy - Everett, MA                           162 Santilli Highway
  68        1        MLML         North Bay Centre                                 6305 Commerce Boulevard
  69        1       LaSalle       Nugget Market - Roseville                        771 Pleasant Grove Boulevard
  70        1       LaSalle       Laurelwood Collection                            4609-4637 Poplar Avenue
  71        1         WFB         Hampton Inn Bensalem                             1329 Bristol Pike
  72        1       LaSalle       The Papermill                                    3299 K Street NW
  73        1        GECC         Crowne Plaza Hotel - Mundelein                   510 East Route 83
  74        2        GECC         GMH - Campus Edge                                1300 Varsity Lane
  75        2        GECC         The Seasons on 4th Avenue                        8180 West 4th Avenue
  76        1        GECC         Chester County Medical Associates                600, 602, 606 East Marshall Street
  77        1        GECC         Pinewood Facility                                6701 Dale Mabry Highway
  78        1        GECC         Plaza Royale                                     3802 Newberry Road
  79        2       LaSalle       Continental West                                 3740 North Romero Road
  80        1        MLML         Rivergate Shopping Center                        2310-2352 Sunrise Boulevard
  81        2         WFB         Candlewood Park MHC                              424 32nd Rd.
  82        2        MLML         Forest Meadow Apartments                         1000 West Forest Meadows Street
  83        1        MLML         Gander Mountain                                  550 Belz Outlet Boulevard
  84        1        MLML         8360 & 7318 Melrose                              8360 & 7318 Melrose Avenue
84.01       1        MLML         8360 Melrose                                     8360 Melrose Avenue
84.02       1        MLML         7318 Melrose                                     7318 Melrose Avenue
  85        2        GECC         Lakeshore Landings MHC                           2000 West 33rd Street
  86        1       LaSalle       MedVenture Building                              2301 Centennial Boulevard
  87        2        GECC         Greens at Derby Phase II                         1500 East Tall Tree Road
  88        1       LaSalle       National American University                     5301 South Highway 16
  89        1        GECC         Temecula Creek Village                           31285-31333 Highway 79
  90        1       LaSalle       Hilton Garden Inn - Bozeman, MT                  2023 Commerce Way
  91        1         WFB         Fairfield Inn Potomac Mills                      2610 Prince William Parkway
  92        1       LaSalle       SpringHill Suites Chesapeake Suffolk             2424 Gum Road
  93        1        GECC         Toledo Hilton                                    3100 Glendale Avenue
  94        1        GECC         Lindbergh Plaza                                  7425-7517 South Lindbergh Boulevard
  95        1        GECC         Oak Grove Crossing                               18285 & 18295 Collier Avenue
  96        1        GECC         Shoppes at Hamilton                              1450-1496 South Erie Boulevard
  97        1         WFB         Drury Inn - Bowling Green, KY                    3250 Scottsville Road
  98        1        GECC         Executive Ten                                    2200 Route 10 West
  99        1        GECC         Mid Valley Plaza SC                              1543-1756 Mt. Hood Avenue
 100        1        GECC         Elkhorn                                          4403 Elkhorn Boulevard
 101        1        GECC         Aliso Viejo / Mission Viejo SS                   Various
101.01      1        GECC         Aliso Viejo                                      36 Journey
101.02      1        GECC         Mission Viejo RV Storage                         26692 Avery Parkway
 102        1        MLML         Lakewood Ranch                                   5501 Communications Parkway
 103        2        MLML         Germantown Garden Apartments                     730 Germantown Circle
 104        1        MLML         Charlestown Crossing                             1260 Stelton Road
 105        1        GECC         2100 Milvia Office                               2100 Milvia Street
 106        1       LaSalle       Rochling Distribution Facility                   1375 Howell Road
 107        1       LaSalle       Wilmot Professional Plaza                        6260 - 6296 East Grant Road
 108        1        MLML         815 Middle Ground Boulevard                      815 Middle Ground Boulevard
 109        2        GECC         Ridgeway-Pecan Portfolio                         Various
109.01      2        GECC         Ridgeway Village Apartments                      100 East Ridgeway Drive
109.02      2        GECC         Pecan Ridge Apartments                           1301 Pecan Ridge Drive
 110        1         WFB         Comfort Inn Downtown Orlando                     2416 North Orange Avenue
 111        1        GECC         Silverlake Shopping Center Pearland              10200 and 10228 Broadway (FM518)
 112        1        MLML         Cedar Cliff                                      2121 & 2125 Cliff Road
112.01      1        MLML         Cedar Cliff Shopping Center                      2125 Cliff Road
112.02      1        MLML         Cedar Cliff Office Building                      2121 Cliff Road
 113        1       LaSalle       210 Celebration Place                            210 Celebration Place
 114        1        GECC         Hawthorn Suites Naples                           3557 Pine Ridge Road
 115        1        MLML         Rush Creek Shopping Center                       2506-2610 West Pioneer Parkway
 116        1        MLML         Hilton Garden Inn - Fort Wayne                   8615 US 24 West
 117        1         WFB         FRIH Taco, LLC                                   Various
117.01      1         WFB         Unit #16897 - TB - Cleveland                     2675 APD-40
117.02      1         WFB         Unit #2431 - TB - Pigeon Forge                   3310 Parkway
117.03      1         WFB         Unit #2963 - TB/LJS - Birmingham                 4623 Highway 280 East
117.04      1         WFB         Unit #3812 - TB - Abingdon                       495 Cummings Street
117.05      1         WFB         Unit #4553 - TB/LJS - Cullman                    5961 Alabama Highway 157
117.06      1         WFB         Unit #3454 - TB - Johnson City                   2000 North Roan Street
117.07      1         WFB         Unit #2692 - TB - Auburn                         271 South Gay Street
117.08      1         WFB         Unit #17590 - TB - Bristol                       3130 Lee Highway
117.09      1         WFB         Unit #16666 - TB - Hoover                        1821 Montgomery Highway S
117.10      1         WFB         Unit #3586 - TB - Morristown                     2235 West Andrew Johnson Highway
 118        1        MLML         North Shore Office                               4093 North West Urbandale Drive
 119        1        GECC         Konikoff Professional Center                     2100 Lynnhaven Parkway
 120        1        GECC         Plaza Del Rio                                    101 Riverfront Boulevard
 121        1       LaSalle       Roundy's Pick' n Save                            1100 East Garfield Avenue
 122        1       LaSalle       Inverness Business Park                          109 - 111 Inverness Drive East
 123        1       LaSalle       Roundy's Pick' n Save 35th St                    2355 North 35th Street
 124        1        MLML         Towne Centre North                               6 & 8 Stonebridge Boulevard
 125        1        MLML         Centerpointe - Wickes Furniture                  26520 Carl Boyer Drive
 126        1        MLML         Brentwood Village Shopping Center                8017 South 84th Street
 127        2        GECC         Cimarron Apartments                              500 North Judge Ely Boulevard
 128        2        GECC         Arrow Glen MHC                                   19850 East Arrow Highway
 129        1        MLML         Janaf Crossings                                  5900 East Virginia Beach Boulevard
 130        1       LaSalle       Holiday Inn Express Blythewood, SC               120 Creech Road
 131        1       LaSalle       Bare Hills Corporate Center Building C           1425 Clarkview Road
 132        1        GECC         Walgreens - McKinney, TX                         1651 West University Drive
 133        1       LaSalle       Nipomo Retail Center                             671 and 681 West Tefft Street
 134        1       LaSalle       Cross Rock Shops                                 3521 West Memorial Road
 135        1        GECC         Skyline MHC                                      2205 Butterfield Road
 136        1       LaSalle       Canoe Bay                                        16065 Hogback Road
 137        2        GECC         Meadowbrook Apartments                           3605 Walden Lane
 138        1       LaSalle       Wadsworth Commons                                1154 Hinkle Drive
 139        1       LaSalle       Mezzetta Court Industrial                        110 Mezzetta Court
 140        1        GECC         6230 South Decatur Boulevard                     6230 South Decatur Boulevard
 141        1        GECC         OST Self-Storage                                 2915 Old Spanish Trail
 142        1       LaSalle       Hampton Inn Newberry-Opera House                 1201 Nance Street
 143        1        MLML         Bryant Portfolio                                 Various
143.01      1        MLML         Navarre Beach                                    9201 Navarre Parkway
143.02      1        MLML         Gulf Pines                                       8700 Gulf Pines Drive
 144        1        MLML         CVS -  Monroe                                    306 Applegarth Road
 145        1        GECC         CVS St Lucie                                     1300-1310 SW St. Lucie West Boulevard
 146        1       LaSalle       Fairfield Inn & Suites Greenwood                 527 Bypass 72 NW
 147        1        MLML         Eastgate Shopping Center                         660 East Boise Avenue
 148        1        GECC         Auburn Way Self Storage                          4501 Auburn Way North
 149        2        MLML         The Park at Westover                             1000 Burton Hill Road
 150        2       LaSalle       The Apartments at Oakbrook Court                 3 Oakbrook Court
 151        1        MLML         Bailey Brothers Shoppes                          4673 Highway 280
 152        1       LaSalle       Lammers Grocery Retail Center                    1512 9th Street
 153        1         WFB         Tractor Supply 1                                 3095 South Delsea Drive
 154        1       LaSalle       35 Raymond                                       35 North Raymond Avenue
 155        1         WFB         Holiday Inn Cherry Hill                          2715 West Marlton Pike
 156        1       LaSalle       Parkway Collection                               1400 N. Germantown Parkway
 157        2        GECC         Rio Puente                                       6656 Rosecrans Avenue
 158        1         WFB         Bear Building                                    2-8 East. Colorado Boulevard and 12-18 South
                                                                                   Fair Oaks Avenue
 159        1       LaSalle       Quality Inn and Suites                           134 River Road
 160        1        GECC         Four Corners Shopping Center                     9413 Apison Pike
 161        1        MLML         Cottonwood Crest                                 1996 East 6400 South
 162        2        MLML         Raintree Apartments                              800 South Highway 1417
 163        1       LaSalle       Fairfield Inn & Suites Columbus East             2826 Taylor Road SW
 164        1        MLML         ZYA Merrimack                                    11 Executive Park Drive
 165        1        GECC         Dixie Shoppes                                    8249 Vineland Road
 166        1        GECC         Alpha Business Center                            4300-4350 Alpha Road
 167        1        GECC         Walgreens - Chiefland, FL                        2227 North Young Boulevard
 168        1       LaSalle       Bast Properties                                  1399, 1401 and 1415 Vischer Ferry Road
 169        1       LaSalle       5655 Peachtree Parkway                           5655 Peachtree Parkway
 170        1       LaSalle       Walgreens - Tucson                               525 West Valencia Road
 171        1       LaSalle       Clock Tower Court                                6622 Mineral Point Road
 172        2        MLML         Kavanaugh - Napier Multifamily Portfolio         Various
 172        2        MLML         Mossy Pond Apartments                            337-361 Richburg Road
 172        2        MLML         Woodland Apartments                              403 North 39th Avenue
 172        2        MLML         Steelman Apartments                              361 Steelman Road
 172        2        MLML         Heatherwood Apartments                           246 McMahon Road
 173        1        GECC         Central Storage at Longneck                      32440 Longneck Road
 174        1       LaSalle       Northridge Plaza                                 210 & 230 North Bolingbrook Drive
 175        1       LaSalle       Walgreens Woodruff                               900 1st Avenue
 176        1       LaSalle       CVS - Sugarland                                  16515 Lexington Boulevard
 177        1       LaSalle       I-10 Durham                                      1801 Durham Drive
 178        1        GECC         Covington Square                                 1603 US Highway 51 South
 179        1        GECC         Scripps Executive Plaza                          10085 Carroll Canyon Road
 180        2       LaSalle       Peachtree Trace Apartments                       3519 West Hill Street
 181        1         WFB         18933 South Reyes Avenue Industrial              18933 S. Reyes Avenue
 182        1       LaSalle       503 Old Waterford Way                            503 Old Waterford Way
 183        2       LaSalle       La Crosse Apartment Portfolio                    Various
 183        2       LaSalle       Hutch Apartments                                 1414 Pine Street
 183        2       LaSalle       Parkview Apartments                              625 12th Avenue North
 184        1       LaSalle       Healthspring                                     601 Mainstream Drive
 185        1        GECC         Holbrook Center                                  951 Main Street
 186        1       LaSalle       190 East Maple                                   190 East Maple Road
 187        1         WFB         Yankee Shoppes                                   7027 Yankee Road
 188        1       LaSalle       Cornell Square                                   2401 Northeast Cornell Road
 189        2       LaSalle       Oakshire Village of Centennial Park              500 East Centennial Drive
 190        2       LaSalle       Ellis Apartments                                 503 West C Street
 191        1       LaSalle       United Rentals and Burger King Portfolio         Various
 191        1       LaSalle       United Rentals                                   1018 - 1026 Ann Street
 191        1       LaSalle       Burger King - Napoleon                           2296 Scott Street
 192        2       LaSalle       Bent Tree Apartments                             410 Oakwood Avenue
 193        1         WFB         Flowers Bakery                                   Various
 193        1         WFB         Flowers Bakery-Grand Prairie                     180 W. Pioneer Parkway
 193        1         WFB         Flowers Bakery-Corpus Christi                    3717 Saratoga Boulevard
 193        1         WFB         Flowers Bakery-Houston                           7750 Bluff Point Drive
 193        1         WFB         Flowers Bakery-Fort Worth                        4751 Blue Mound Road
 194        1       LaSalle       Lacey Medical Plaza                              530 Kings County Drive
 195        2       LaSalle       Mobile Manor                                     3503 58th Avenue North
 196        1        MLML         Crosspointe Plaza                                285 Route 18 South
 197        1       LaSalle       Security Mini Storage North                      502 Industrial Boulevard
 198        2        GECC         Homecrest MHC                                    815 South Curtis Road
 199        1        GECC         Walgreens - Jasper, IN                           3626 North Newton Street
 200        2        GECC         Royal Coach Village MHP                          700 West Greens Road
 201        1       LaSalle       Gateway Center - Antioch                         2101 West 10th Street
 202        1        MLML         Frisco Plaza II                                  9288 State Highway 121
 203        2       LaSalle       Woodhollow Apartments                            2451 Lake Road
 204        1       LaSalle       The Ohlone Retail Center                         20 Ohlone Parkway
 205        1        GECC         Vanderveer Industrial Park - Building #3         3 Industrial Court
 206        1         WFB         Shaw Blythe Project                              5096 North Blythe Avenue
 207        1       LaSalle       85 Metro                                         85 Metro Park
 208        1       LaSalle       5410 Powers Center Point                         5410 Powers Center Point
 209        1         WFB         Southwood Village Shopping Center                21039 Timberlake Road
 210        1       LaSalle       Bandera Collection                               9123 North Loop 1604 W
 211        1        MLML         Inman Plaza                                      967 Inman Avenue
 212        1         WFB         Broadstone Taco Bell Portfolio                   Various
 212        1         WFB         Pensacola Taco Bell                              2011 Airport Boulevard
 212        1         WFB         Augusta Taco Bell                                3104 Peach Orchard Road
 213        1        GECC         Walgreens - Swansboro, NC                        702 West Corbett Avenue
 214        1         WFB         Tractor Supply Company - San Benito, TX          901 Paseo Real
 215        1         WFB         Ardent Health Services Building                  8080 East Academy Road
 216        2        GECC         Carson Gardens MHC                               437 West Carson Street
 217        1         WFB         American Mini Storage - Chandler                 1150 N Hamilton Street
 218        1       LaSalle       Logan Building                                   60 Gregory Road
 219        1         WFB         Century 21 Sedona                                361 Forest Road
 220        1         WFB         Redlands Autoplex                                1647 - 1667 Redlands Boulevard
 221        1         WFB         Tractor Supply Co Hurricane, West Virginia       3790 Teays Valley Road
 222        1       LaSalle       Tractor Supply - Alice                           3736 East Highway 44
 223        1         WFB         Extra Space - Trotwood                           5520 Salem Bend Drive
 224        1         WFB         Coventry Square                                  12000 North Dale Mabry Highway
 225        1         WFB         Northgate Shopping Center - Appleton, WI         2701 North Oneida Street
 226        1         WFB         Kersey MHP                                       800 1st Street
 227        1         WFB         Off Broadway Partners                            146-148 West 132nd Street
 228        1       LaSalle       National Wood Products                           8435 24th Avenue
 229        1       LaSalle       The Annex at Pima Crossing                       8670 East Shea Boulevard
 230        1         WFB         Magnolia Crossings                               33300 Egypt Lane
 231        1       LaSalle       Island Storage                                   9859 Ocean Highway 17
 232        1       LaSalle       Staples - Dollar Tree                            3500 - 3504 East Race Street
 233        1         WFB         FedEx Kinkos                                     972 Dillon Road
 234        1         WFB         National Tire and Battery - Rosenberg            6504 Reading Road
 235        1       LaSalle       Keller Williams Office                           1001 Sylvan Avenue
 236        2       LaSalle       Clinton House Apartments                         550 Clinton Avenue
 237        1         WFB         Chapel Ridge Shoppes                             5409-5421 Meijer Drive
 238        1         WFB         Madera Retail Building                           2175 North Schnoor Avenue
 239        1       LaSalle       Brentwood Self Storage                           1714 General George Patton Drive
 240        1         WFB         TD Banknorth                                     324 White Horse Pike
 241        1         WFB         Red Rock Street Office                           3571 Red Rock St
 242        2       LaSalle       Huckleberry Apartments                           704 West B Street
 243        1       LaSalle       CVS, Carlisle                                    841 East High Street
 244        1         WFB         225 Valencia Street                              225 Valencia Street
 245        1         WFB         7803 Afton Road Medical Building                 7803 Afton Road
 246        1       LaSalle       Charleston SS                                    8501 West Charleston Boulevard
 247        1       LaSalle       Executive Office Building Pearland               1346 Broadway Street
 248        1         WFB         Bridgestone Firestone Tire Center                606 Highway 79
 249        1       LaSalle       Security Mini Storage - WACO                     8811 Van American Drive
 250        1         WFB         4128 W. Commonwealth Avenue                      4128 W. Commonwealth Avenue
 251        1         WFB         972-980 S. Western Avenue Retail                 972-980 S. Western Avenue
 252        1       LaSalle       Melrose Ave. Retail                              7961-7963 Melrose Avenue
 253        1         WFB         Sherwin Williams and Men's Wearhouse Buildings   3570 & 4088 Miller Road
 254        1         WFB         Goodwill Industries                              6526 Staples Street
 255        2         WFB         Crosswinds Apartments                            515 W. 10th Street
 256        2       LaSalle       Hidden Harbor Villas                             305 Locust Street West
 257        1        MLML         Old Post Plaza                                   2263-2267 Woodbridge Avenue
 258        2         WFB         North Boyd Apartments                            3499 13th Avenue N
 259        1       LaSalle       Regency Square Plaza                             48530-48582 Van Dyke Avenue
 260        2         WFB         Arvin Mobile Home Estates                        200 5th Avenue
 261        1         WFB         1243 Greenfield Drive                            1243 Greenfield Drive
 262        1       LaSalle       Lonestar Self Storage                            5250 Grisham Drive
 263        1       LaSalle       500 Horton Court                                 500 Horton Court
 264        2       LaSalle       Maple Heights Apartments                         2701 North Maple Lane
 265        2       LaSalle       Maple Hill Apartments                            2601 North Maple Lane
 266        1         WFB         Blockbuster Little Elm, Texas                    2501 FM 423
 267        1        MLML         Commerce Bank - Edison                           2064 Oak Tree Road
 268        2         WFB         249 New Britain Avenue                           249 New Britain Avenue
 269        1       LaSalle       One Forsythe Associates Building                 One Forsythe Road
 270        1         WFB         Circle K- Raleigh                                4100 Western Boulevard
 271        1         WFB         928 Berdan Avenue                                928 Berdan Avenue


                                                                                   NUMBER OF    PROPERTY       PROPERTY
LOAN #   CITY                  STATE    ZIP CODE              COUNTY               PROPERTIES   TYPE           SUBTYPE
-------- ---------------------------------------------------------------------------------------------------------------------------

  1      Various              Various   Various   Various                              78       Multifamily    Garden
 1.01    Morrow                 GA       30260    Clayton                              1        Multifamily    Garden
 1.02    Hinesville             GA       31313    Liberty                              1        Multifamily    Garden
 1.03    Tampa                  FL       33617    Hillsborough                         1        Multifamily    Garden
 1.04    Lake Mary              FL       32746    Seminole                             1        Multifamily    Garden
 1.05    Winter Springs         FL       32708    Seminole                             1        Multifamily    Garden
 1.06    Sarasota               FL       34234    Sarasota                             1        Multifamily    Garden
 1.07    Indianapolis           IN       46254    Marion                               1        Multifamily    Garden
 1.08    Bloomington            IN       47401    Monroe                               1        Multifamily    Garden
 1.09    Ft. Walton Beach       FL       32548    Okaloosa                             1        Multifamily    Garden
 1.10    Indianapolis           IN       46214    Marion                               1        Multifamily    Garden
 1.11    Indianapolis           IN       46254    Marion                               1        Multifamily    Garden
 1.12    Gahanna                OH       43230    Franklin                             1        Multifamily    Garden
 1.13    New Smyrna Beach       FL       32168    Volusia                              1        Multifamily    Garden
 1.14    Augusta                GA       30909    Richmond                             1        Multifamily    Garden
 1.15    Winter Garden          FL       34787    Orange                               1        Multifamily    Garden
 1.16    Streetsboro            OH       44241    Portage                              1        Multifamily    Garden
 1.17    Palm Bay               FL       32905    Brevard                              1        Multifamily    Garden
 1.18    Sarasota               FL       34243    Manatee                              1        Multifamily    Garden
 1.19    Brandon                FL       33511    Hillsborough                         1        Multifamily    Garden
 1.20    West Palm Beach        FL       33417    Palm Beach                           1        Multifamily    Garden
 1.21    Canton                 MI       48187    Wayne                                1        Multifamily    Garden
 1.22    Indianapolis           IN       46219    Marion                               1        Multifamily    Garden
 1.23    Columbus               OH       43228    Franklin                             1        Multifamily    Garden
 1.24    Lancaster              OH       43130    Fairfield                            1        Multifamily    Garden
 1.25    Louisville             KY       40223    Jefferson                            1        Multifamily    Garden
 1.26    Brunswick              GA       31525    Glynn                                1        Multifamily    Garden
 1.27    Rochester Hills        MI       48309    Oakland                              1        Multifamily    Garden
 1.28    Clairton               PA       15025    Allegheny                            1        Multifamily    Garden
 1.29    Fairborn               OH       45324    Greene                               1        Multifamily    Garden
 1.30    Delaware               OH       43015    Delaware                             1        Multifamily    Garden
 1.31    Dublin                 OH       43016    Franklin                             1        Multifamily    Garden
 1.32    Grove City             OH       43123    Franklin                             1        Multifamily    Garden
 1.33    Hilliard               OH       43026    Franklin                             1        Multifamily    Garden
 1.34    Kent                   OH       44240    Portage                              1        Multifamily    Garden
 1.35    Ocala                  FL       34470    Marion                               1        Multifamily    Garden
 1.36    Savannah               GA       31419    Chatham                              1        Multifamily    Garden
 1.37    West Palm Beach        FL       33417    Palm Beach                           1        Multifamily    Garden
 1.38    West Palm Beach        FL       33415    Palm Beach                           1        Multifamily    Garden
 1.39    Palm Bay               FL       32907    Brevard                              1        Multifamily    Garden
 1.40    Indianapolis           IN       46235    Marion                               1        Multifamily    Garden
 1.41    New Port Richey        FL       34653    Pasco                                1        Multifamily    Garden
 1.42    Smyrna                 TN       37167    Rutherford                           1        Multifamily    Garden
 1.43    Norcross               GA       30093    Gwinnett                             1        Multifamily    Garden
 1.44    Clermont               FL       34711    Lake                                 1        Multifamily    Garden
 1.45    Hudson                 FL       34667    Pasco                                1        Multifamily    Garden
 1.46    Lexington              KY       40509    Fayette                              1        Multifamily    Garden
 1.47    Macon                  GA       31210    Bibb                                 1        Multifamily    Garden
 1.48    Leesburg               FL       34788    Lake                                 1        Multifamily    Garden
 1.49    Pinellas Park          FL       33781    Pinellas                             1        Multifamily    Garden
 1.50    Kettering              OH       45420    Montgomery                           1        Multifamily    Garden
 1.51    Knoxville              TN       37919    Knox                                 1        Multifamily    Garden
 1.52    Macon                  GA       31211    Bibb                                 1        Multifamily    Garden
 1.53    Columbus               OH       43231    Franklin                             1        Multifamily    Garden
 1.54    Frankfort              KY       40601    Franklin                             1        Multifamily    Garden
 1.55    Ft. Myers              FL       33903    Lee                                  1        Multifamily    Garden
 1.56    Carrollton             GA       30117    Carroll                              1        Multifamily    Garden
 1.57    Toledo                 OH       43615    Lucas                                1        Multifamily    Garden
 1.58    Gainesville            FL       32608    Alachua                              1        Multifamily    Garden
 1.59    Union City             GA       30291    Fulton                               1        Multifamily    Garden
 1.60    Nicholasville          KY       40356    Jessamine                            1        Multifamily    Garden
 1.61    Hinesville             GA       31313    Liberty                              1        Multifamily    Garden
 1.62    Stone Mountain         GA       30083    Dekalb                               1        Multifamily    Garden
 1.63    Gainesville            FL       32608    Alachua                              1        Multifamily    Garden
 1.64    Indianapolis           IN       46227    Marion                               1        Multifamily    Garden
 1.65    Grove City             OH       43123    Franklin                             1        Multifamily    Garden
 1.66    Palatka                FL       32177    Putnam                               1        Multifamily    Garden
 1.67    Griffin                GA       30224    Spalding                             1        Multifamily    Garden
 1.68    Cuyahoga Falls         OH       44223    Summit                               1        Multifamily    Garden
 1.69    Union City             GA       30291    Fulton                               1        Multifamily    Garden
 1.70    Indianapolis           IN       46214    Marion                               1        Multifamily    Garden
 1.71    Toledo                 OH       43615    Lucas                                1        Multifamily    Garden
 1.72    Massillon              OH       44646    Stark                                1        Multifamily    Garden
 1.73    New Albany             IN       47150    Floyd                                1        Multifamily    Garden
 1.74    Dublin                 GA       31021    Laurens                              1        Multifamily    Garden
 1.75    Toledo                 OH       43615    Lucas                                1        Multifamily    Garden
 1.76    Mt. Vernon             OH       43050    Knox                                 1        Multifamily    Garden
 1.77    Louisville             KY       40241    Jefferson                            1        Multifamily    Garden
 1.78    Mansfield              OH       44904    Richland                             1        Multifamily    Garden
  2      Various              Various   Various   Various                              79       Multifamily    Garden
 2.01    Abingdon               MD       21009    Harford                              1        Multifamily    Garden
 2.02    Sterling Hts.          MI       48313    Macomb                               1        Multifamily    Garden
 2.03    Columbus               OH       43213    Franklin                             1        Multifamily    Garden
 2.04    West Palm Beach        FL       33415    Palm Beach                           1        Multifamily    Garden
 2.05    Hollywood              FL       33020    Broward                              1        Multifamily    Garden
 2.06    Pembroke Park          FL       33023    Broward                              1        Multifamily    Garden
 2.07    Rosedale               MD       21237    Baltimore                            1        Multifamily    Garden
 2.08    Lexington              KY       40513    Fayette                              1        Multifamily    Garden
 2.09    Jacksonville           FL       32257    Duval                                1        Multifamily    Garden
 2.10    Sanford                FL       32773    Seminole                             1        Multifamily    Garden
 2.11    Brooksville            FL       34601    Hernando                             1        Multifamily    Garden
 2.12    Indianapolis           IN       46227    Marion                               1        Multifamily    Garden
 2.13    Cincinnati             OH       45244    Clermont                             1        Multifamily    Garden
 2.14    Decatur                GA       30032    Dekalb                               1        Multifamily    Garden
 2.15    Bloomington            IN       47401    Monroe                               1        Multifamily    Garden
 2.16    Ft. Pierce             FL       34982    Saint Lucie                          1        Multifamily    Garden
 2.17    Salisbury              MD       21804    Wicomico                             1        Multifamily    Garden
 2.18    Zelienople             PA       16063    Butler                               1        Multifamily    Garden
 2.19    Belcamp                MD       21017    Harford                              1        Multifamily    Garden
 2.20    Toledo                 OH       43614    Lucas                                1        Multifamily    Garden
 2.21    Dayton                 OH       45424    Montgomery                           1        Multifamily    Garden
 2.22    Tampa                  FL       33637    Hillsborough                         1        Multifamily    Garden
 2.23    Atlantic Beach         FL       32233    Duval                                1        Multifamily    Garden
 2.24    Clayton                OH       45315    Montgomery                           1        Multifamily    Garden
 2.25    Hobe Sound             FL       33455    Martin                               1        Multifamily    Garden
 2.26    Hollywood              FL       33020    Broward                              1        Multifamily    Garden
 2.27    Port Richey            FL       34668    Pasco                                1        Multifamily    Garden
 2.28    Reynoldsburg           OH       43068    Franklin                             1        Multifamily    Garden
 2.29    Tampa                  FL       33612    Hillsborough                         1        Multifamily    Garden
 2.30    West Palm Beach        FL       33415    Palm Beach                           1        Multifamily    Garden
 2.31    Tallahassee            FL       32308    Leon                                 1        Multifamily    Garden
 2.32    Muncie                 IN       47304    Delaware                             1        Multifamily    Garden
 2.33    Centerville            OH       45458    Montgomery                           1        Multifamily    Garden
 2.34    Valdosta               GA       31602    Lowndes                              1        Multifamily    Garden
 2.35    Louisville             KY       40245    Jefferson                            1        Multifamily    Garden
 2.36    Columbus               OH       43229    Franklin                             1        Multifamily    Garden
 2.37    Tallahassee            FL       32308    Leon                                 1        Multifamily    Garden
 2.38    Atlantic Beach         FL       32233    Duval                                1        Multifamily    Garden
 2.39    Savannah               GA       31410    Chatham                              1        Multifamily    Garden
 2.40    Indianapolis           IN       46268    Marion                               1        Multifamily    Garden
 2.41    Jacksonville           FL       32207    Duval                                1        Multifamily    Garden
 2.42    Acworth                GA       30101    Cobb                                 1        Multifamily    Garden
 2.43    Douglasville           GA       30134    Douglas                              1        Multifamily    Garden
 2.44    Columbus               OH       43229    Franklin                             1        Multifamily    Garden
 2.45    Ft. Pierce             FL       34981    Saint Lucie                          1        Multifamily    Garden
 2.46    New Port Richey        FL       34655    Pasco                                1        Multifamily    Garden
 2.47    Brunswick              GA       31525    Glynn                                1        Multifamily    Garden
 2.48    Orange Park            FL       32065    Clay                                 1        Multifamily    Garden
 2.49    Roseville              MI       48066    Macomb                               1        Multifamily    Garden
 2.50    Louisville             KY       40218    Jefferson                            1        Multifamily    Garden
 2.51    Columbus               IN       47203    Bartholomew                          1        Multifamily    Garden
 2.52    Newnan                 GA       30263    Coweta                               1        Multifamily    Garden
 2.53    Bloomington            IN       47401    Monroe                               1        Multifamily    Garden
 2.54    Reynoldsburg           OH       43068    Franklin                             1        Multifamily    Garden
 2.55    Tallahassee            FL       32303    Leon                                 1        Multifamily    Garden
 2.56    Lakeland               FL       33805    Polk                                 1        Multifamily    Garden
 2.57    Atlanta                GA       30331    Fulton                               1        Multifamily    Garden
 2.58    Louisville             KY       40220    Jefferson                            1        Multifamily    Garden
 2.59    Bogart                 GA       30622    Clarke                               1        Multifamily    Garden
 2.60    Columbus               OH       43232    Franklin                             1        Multifamily    Garden
 2.61    Perry                  GA       31069    Houston                              1        Multifamily    Garden
 2.62    Indianapolis           IN       46239    Marion                               1        Multifamily    Garden
 2.63    Columbus               OH       43229    Franklin                             1        Multifamily    Garden
 2.64    Franklin               IN       46131    Johnson                              1        Multifamily    Garden
 2.65    Dayton                 OH       45414    Montgomery                           1        Multifamily    Garden
 2.66    Albany                 GA       31707    Dougherty                            1        Multifamily    Garden
 2.67    Hopkinsville           KY       42240    Christian                            1        Multifamily    Garden
 2.68    Richmond               IN       47374    Wayne                                1        Multifamily    Garden
 2.69    Columbus               OH       43229    Franklin                             1        Multifamily    Garden
 2.70    Stow                   OH       44224    Summit                               1        Multifamily    Garden
 2.71    Clarkston              GA       30021    Dekalb                               1        Multifamily    Garden
 2.72    Hilliard               OH       43026    Franklin                             1        Multifamily    Garden
 2.73    Glasgow                KY       42141    Barren                               1        Multifamily    Garden
 2.74    Albany                 GA       31705    Dougherty                            1        Multifamily    Garden
 2.75    Massillon              OH       44646    Stark                                1        Multifamily    Garden
 2.76    Indianapolis           IN       46227    Marion                               1        Multifamily    Garden
 2.77    Cordele                GA       31015    Crisp                                1        Multifamily    Garden
 2.78    Miamisburg             OH       45342    Montgomery                           1        Multifamily    Garden
 2.79    New Castle             IN       47362    Henry                                1        Multifamily    Garden
  3      Kennesaw               GA       30144    Cobb                                 1        Retail         Regional Mall
  4      Various              Various   Various   Various                              19       Various        Various
 4.01    Lake Mary              FL       32746    Seminole                             1        Office         Suburban
 4.02    Austin                 TX       78759    Travis                               1        Office         Suburban
 4.03    Lake Mary              FL       32746    Seminole                             1        Office         Suburban
 4.04    Tampa                  FL       33607    Hillsborough                         1        Office         Suburban
 4.05    Birmingham             AL       35243    Jefferson                            1        Office         Urban
 4.06    Atlanta                GA       30309    Fulton                               1        Office         Suburban
 4.07    Lake Mary              FL       32746    Seminole                             1        Mixed Use      Office/Retail
 4.08    Tampa                  FL       33607    Hillsborough                         1        Office         Suburban
 4.09    Lake Mary              FL       32746    Seminole                             1        Office         Suburban
 4.10    Birmingham             AL       35244    Shelby                               1        Office         Suburban
 4.11    Birmingham             AL       35243    Jefferson                            1        Office         Suburban
 4.12    Clearwater             FL       33764    Pinellas                             1        Office         Suburban
 4.13    Birmingham             AL       35243    Jefferson                            1        Office         Suburban
 4.14    Birmingham             AL       35243    Jefferson                            1        Retail         Unanchored
 4.15    Birmingham             AL       35203    Jefferson                            1        Office         Suburban
 4.16    Charlotte              NC       28211    Mecklenburg                          1        Office         Suburban
 4.17    Maitland               FL       32751    Orange                               1        Office         Suburban
 4.18    Lake Mary              FL       32746    Seminole                             1        Office         Suburban
 4.19    Birmingham             AL       35209    Jefferson                            1        Office         Suburban
  5      Various              Various   Various   Various                              11       Retail         Anchored
 5.01    Shenandoah             TX       77385    Montgomery                           1        Retail         Anchored
 5.02    Athens                 GA       30606    Clarke                               1        Retail         Anchored
 5.03    Trussville             AL       35235    Jefferson                            1        Retail         Anchored
 5.04    Alabaster              AL       35007    Shelby                               1        Retail         Anchored
 5.05    Houston                TX       77339    Montgomery                           1        Retail         Anchored
 5.06    Orlando                FL       32837    Orange                               1        Retail         Anchored
 5.07    Jacksonville           FL       32207    Duval                                1        Retail         Anchored
 5.08    Tampa                  FL       33624    Hillsborough                         1        Retail         Anchored
 5.09    Punta Gorda            FL       33950    Charlotte                            1        Retail         Anchored
 5.10    Trussville             AL       35235    Jefferson                            1        Retail         Anchored
 5.11    Trussville             AL       35126    Jefferson                            1        Retail         Anchored
         Various              Various   Various   Various                              32       Self Storage   Self Storage
  6      Various              Various   Various   Various                              6        Self Storage   Self Storage
 6.01    Chicago                IL       60614    Cook                                 1        Self Storage   Self Storage
 6.02    Las Vegas              NV       89130    Clark                                1        Self Storage   Self Storage
 6.03    Albany                 NY       12202    Albany                               1        Self Storage   Self Storage
 6.04    Inwood                 NY       11096    Nassau                               1        Self Storage   Self Storage
 6.05    College Station        TX       77840    Brazos                               1        Self Storage   Self Storage
 6.06    Olathe                 KS       66062    Johnson                              1        Self Storage   Self Storage
  7      Various              Various   Various   Various                              6        Self Storage   Self Storage
 7.01    Somerville             MA       02144    Middlesex                            1        Self Storage   Self Storage
 7.02    Round Rock             TX       78681    Williamson                           1        Self Storage   Self Storage
 7.03    Saint Louis            MO       63110    Saint Louis                          1        Self Storage   Self Storage
 7.04    Rockville Centre       NY       11570    Nassau                               1        Self Storage   Self Storage
 7.05    Norfolk                VA       23510    Norfolk                              1        Self Storage   Self Storage
 7.06    Beaumont               TX       77701    Jefferson                            1        Self Storage   Self Storage
  8      Various              Various   Various   Various                              10       Self Storage   Self Storage
 8.01    Salisbury              MA       01952    Essex                                1        Self Storage   Self Storage
 8.02    Glendora               CA       91740    Los Angeles                          1        Self Storage   Self Storage
 8.03    Bridgeport             CT       06605    Fairfield                            1        Self Storage   Self Storage
 8.04    Rosemead               CA       91770    Los Angeles                          1        Self Storage   Self Storage
 8.05    Grand Prairie          TX       75050    Tarrant                              1        Self Storage   Self Storage
 8.06    Waxahachie             TX       75165    Ellis                                1        Self Storage   Self Storage
 8.07    Lindenwold             NJ       08024    Camden                               1        Self Storage   Self Storage
 8.08    Clay                   NY       13041    Onondaga                             1        Self Storage   Self Storage
 8.09    Little Rock            AR       72209    Pulaski                              1        Self Storage   Self Storage
 8.10    Fort Worth             TX       76133    Tarrant                              1        Self Storage   Self Storage
  9      Various              Various   Various   Various                              10       Self Storage   Self Storage
 9.01    Bakersfield            CA       93309    Kern                                 1        Self Storage   Self Storage
 9.02    Saint Louis            MO       63110    Saint Louis                          1        Self Storage   Self Storage
 9.03    Pasadena               CA       91107    Los Angeles                          1        Self Storage   Self Storage
 9.04    Burlington             NJ       08016    Burlington                           1        Self Storage   Self Storage
 9.05    San Antonio            TX       78240    Bexar                                1        Self Storage   Self Storage
 9.06    Plano                  TX       75023    Collin                               1        Self Storage   Self Storage
 9.07    Tempe                  AZ       85281    Maricopa                             1        Self Storage   Self Storage
 9.08    Rochester              NY       14626    Monroe                               1        Self Storage   Self Storage
 9.09    Middletown             CT       06457    Middlesex                            1        Self Storage   Self Storage
 9.10    North Richland         TX       76180    Tarrant                              1        Self Storage   Self Storage
         Hills
  10     Various              Various   Various   Various                              11       Multifamily    Garden
10.01    Norcross               GA       30093    Gwinnett                             1        Multifamily    Garden
10.02    Norcross               GA       30093    Gwinnett                             1        Multifamily    Garden
10.03    Chesapeake             VA       23321    Chesapeake City                      1        Multifamily    Garden
10.04    Clarkston              GA       30021    DeKalb                               1        Multifamily    Garden
10.05    Tucker                 GA       30024    Gwinnett                             1        Multifamily    Garden
10.06    Portsmouth             VA       23703    Portsmouth City                      1        Multifamily    Garden
10.07    Winston-Salem          NC       27106    Forsyth                              1        Multifamily    Garden
10.08    Atlanta                GA       30360    DeKalb                               1        Multifamily    Garden
10.09    Greensboro             NC       27409    Guilford                             1        Multifamily    Garden
10.10    Winston-Salem          NC       27106    Forsyth                              1        Multifamily    Garden
10.11    Greensboro             NC       27409    Guilford                             1        Multifamily    Garden
  11     Duluth                 GA       30096    Gwinnett                             1        Retail         Regional Mall
  12     Washington             DC       20005    District of Columbia                 1        Office         Urban
  13     Various                CA      Various   Los Angeles                          2        Mixed Use      Industrial/Office
13.01    Santa Clarita          CA       91355    Los Angeles                          1        Mixed Use      Industrial/Office
13.02    Sylmar                 CA       91342    Los Angeles                          1        Mixed Use      Industrial/Office
  14     Chicago                IL       60610    Cook                                 1        Office         Urban
  15     Various                OH      Various   Cuyahoga                             2        Manufactured   Manufactured Housing
                                                                                                Housing
15.01    Olmsted Falls          OH       44138    Cuyahoga                             1        Manufactured   Manufactured Housing
                                                                                                Housing
15.02    Cleveland              OH       44130    Cuyahoga                             1        Manufactured   Manufactured Housing
                                                                                                Housing
  16     Naperville             IL       60563    DuPage                               1        Office         Suburban
  17     Alexandria             VA       22314    Fairfax                              1        Hospitality    Full Service
  18     Old Bridge             NJ       08857    Middlesex                            1        Retail         Anchored
  19     San Diego              CA       92121    San Diego                            1        Office         Suburban
  20     Ames                   IA       50014    Story                                10       Multifamily    Student Housing
20.01    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.02    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.03    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.04    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.05    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.06    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.07    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.08    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.09    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
20.10    Ames                   IA       50014    Story                                1        Multifamily    Student Housing
  21     Los Angeles            CA       90015    Los Angeles                          1        Office         CBD
  22     Kailua                 HI       96734    Honolulu                             1        Industrial     Warehouse
  23     Alexandria             VA       22314    Fairfax                              1        Hospitality    Full Service
  24     Bayshore               NY       11706    Suffolk                              1        Retail         Anchored
  25     Tempe                  AZ       85284    Maricopa                             1        Retail         Anchored
         Albuquerque            NM      Various   Bernalillo                           3        Hospitality    Various
  26     Albuquerque            NM       87106    Bernalillo                           1        Hospitality    Full Service
  27     Albuquerque            NM       87109    Bernalillo                           1        Hospitality    Full Service
  28     Albuquerque            NM       87106    Bernalillo                           1        Hospitality    Limited Service
  29     Charles Town           WV       25414    Jefferson                            1        Retail         Anchored
  30     Boulder                CO       80303    Boulder                              1        Multifamily    Student Housing
  31     Linthicum Heights      MD       21090    Anne Arundel                         1        Hospitality    Limited Service
  32     Morgantown             WV       26505    Monongalia                           1        Multifamily    Student Housing
  33     Albuquerque            NM       87122    Bernalillo                           1        Multifamily    Garden
  34     Madison                AL       35757    Madison                              1        Multifamily    Garden
  35     Glen Burnie            MD       21060    Anne Arundel                         1        Retail         Shadow Anchored
  36     Naperville             IL       60563    DuPage                               1        Office         Suburban
  37     Valrico                FL       33594    Hillsborough                         1        Manufactured   Manufactured Housing
                                                                                                Housing
  38     Denton                 TX       76201    Denton                               1        Multifamily    Student Housing
  39     Columbus               GA       31909    Muscogee                             1        Multifamily    Garden
  40     Seekonk                MA       02771    Bristol                              1        Retail         Single Tenant
         Various                CA      Various   Various                              3        Mixed Use      Various
  41     Santa Monica           CA       90401    Los Angeles                          1        Mixed Use      Retail/Office
  42     Los Angeles            CA       90025    Los Angeles                          1        Office         Suburban
  43     Santa Monica           CA       90401    Los Angeles                          1        Mixed Use      Retail/Office
  44     Covina                 CA       91722    Los Angeles                          1        Manufactured   Manufactured Housing
                                                                                                Housing
  45     San Antonio            TX       78205    Bexar                                1        Hospitality    Full Service
  46     Various                WV      Various   Various                              5        Multifamily    Garden
46.01    Bridgeport             WV       26330    Harrison                             1        Multifamily    Garden
46.02    Morgantown             WV       26505    Monongalia                           1        Multifamily    Garden
46.03    Morgantown             WV       26508    Monongalia                           1        Multifamily    Garden
46.04    Bridgeport             WV       26330    Harrison                             1        Multifamily    Garden
46.05    Clarksburg             WV       26301    Harrison                             1        Multifamily    Garden
  47     Woodbridge             NJ       07095    Middlesex                            1        Office         Suburban
  48     Alexandria             VA       22312    Fairfax                              1        Retail         Anchored
  49     Various                PR      Various                                        18       Retail         Free Standing
49.01    Carolina               PR       00982    NAP                                  1        Retail         Free Standing
49.02    Bayamon                PR       00619    NAP                                  1        Retail         Free Standing
49.03    Hato Rey               PR       00918    NAP                                  1        Retail         Free Standing
49.04    Infanteria             PR       00984    NAP                                  1        Retail         Free Standing
49.05    Caguas                 PR       00725    NAP                                  1        Retail         Free Standing
49.06    Fajardo                PR       00738    NAP                                  1        Retail         Free Standing
49.07    Vega Baja              PR       00693    NAP                                  1        Retail         Free Standing
49.08    Ponce Bypass           PR       00731    NAP                                  1        Retail         Free Standing
49.09    Ponce                  PR       00731    NAP                                  1        Retail         Free Standing
49.10    San Juan               PR       00928    NAP                                  1        Retail         Free Standing
49.11    Puerta de Tierra       PR       00901    NAP                                  1        Retail         Free Standing
49.12    Guayama                PR       00784    NAP                                  1        Retail         Free Standing
49.13    Mayaguez Post          PR       00680    NAP                                  1        Retail         Free Standing
49.14    Carolina               PR       00983    NAP                                  1        Retail         Free Standing
49.15    San German             PR       00683    NAP                                  1        Retail         Free Standing
49.16    Puerto Nuevo           PR       00920    NAP                                  1        Retail         Free Standing
49.17    Santurce               PR       00908    NAP                                  1        Retail         Free Standing
49.18    Toa Baja               PR       00949    NAP                                  1        Retail         Free Standing
  50     Knoxville              TN       37920    Knox                                 1        Multifamily    Student Housing
  51     McKinney               TX       75069    Collin                               1        Multifamily    Garden
  52     Terre Haute            IN       47802    Vigo                                 1        Multifamily    Garden
  53     Huntington Park        CA       90255    Los Angeles                          2        Retail         Unanchored
53.01    Huntington Park        CA       90255    Los Angeles                          1        Retail         Unanchored
53.02    Huntington Park        CA       90255    Los Angeles                          1        Retail         Unanchored
  54     Anaheim                CA       92802    Orange                               1        Multifamily    Garden
  55     Glendale               AZ       85304    Maricopa                             1        Office         Medical
  56     Scottsdale             AZ       85260    Maricopa                             1        Retail         Free Standing
  57     Miami Beach            FL       33139    Dade                                 1        Hospitality    Full Service
  58     Azusa                  CA       91702    Los Angeles                          1        Retail         Anchored
  59     Palm Beach Gardens     FL       33410    Palm Beach                           1        Office         Suburban
  60     Palm Beach Gardens     FL       33410    Palm Beach                           1        Office         Suburban
  61     Fremont                CA       94538    Alameda                              1        Retail         Single Tenant
  62     Charlotte              NC       28213    Mecklenburg                          1        Multifamily    Student Housing
  63     Dallas                 TX       75231    Dallas                               1        Retail         Anchored
  64     Laurel                 MD       20707    Prince Georges                       1        Office         Suburban
  65     Texas City             TX       77590    Galveston                            1        Multifamily    Garden
  66     Malibu                 CA       90265    Los Angeles                          1        Office         Suburban
  67     Everett                MA       02149    Middlesex                            1        Retail         Free Standing
  68     Rohnert Park           CA       94928    Sonoma                               1        Retail         Anchored
  69     Roseville              CA       95678    Placer                               1        Retail         Anchored
  70     Memphis                TN       38117    Shelby                               1        Retail         Unanchored
  71     Bensalem               PA       19020    Bucks                                1        Hospitality    Limited Service
  72     Washington             DC       20007    District of Columbia                 1        Office         CBD
  73     Mundelein              IL       60060    Lake                                 1        Hospitality    Full Service
  74     Charlotte              NC       28262    Mecklenburg                          1        Multifamily    Student Housing
  75     Kennewick              WA       99336    Benton                               1        Multifamily    Garden
  76     West Chester           PA       19380    Chester                              1        Office         Medical
  77     Tampa                  FL       33611    Hillsborough                         1        Office         Suburban
  78     Gainesville            FL       32607    Alachua                              1        Mixed Use      Retail/Multifamily
  79     Tuscon                 AZ       85705    Pima                                 1        Manufactured   Manufactured Housing
                                                                                                Housing
  80     Rancho Cordova         CA       95670    Sacamento                            1        Retail         Anchored
  81     Clifton                CO       81520    Mesa                                 1        Manufactured   Manufactured Housing
                                                                                                Housing
  82     Flagstaff              AZ       86001    Coconino                             1        Multifamily    Garden
  83     St. Augustine          FL       32084    Saint Johns                          1        Retail         Single Tenant
  84     Los Angeles            CA       90069    Los Angeles                          2        Mixed Use      Office/Retail
84.01    Los Angeles            CA       90069    Los Angeles                          1        Mixed Use      Office/Retail
84.02    Los Angeles            CA       90069    Los Angeles                          1        Mixed Use      Office/Retail
  85     Orlando                FL       32839    Orange                               1        Manufactured   Manufactured Housing
                                                                                                Housing
  86     Jeffersonville         IN       47130    Clark                                1        Industrial     Flex
  87     Derby                  KS       67037    Sedgwick                             1        Multifamily    Garden
  88     Rapid City             SD       57701    Pennington                           1        Office         Flex Office
  89     Temecula               CA       92592    Riverside                            1        Retail         Unanchored
  90     Bozeman                MT       59715    Gallatin                             1        Hospitality    Limited Service
  91     Woodbridge             VA       22192    Prince William                       1        Hospitality    Limited Service
  92     Chesapeake             VA       23321    Chesapeake                           1        Hospitality    Limited Service
  93     Toledo                 OH       43614    Lucas                                1        Hospitality    Full Service
  94     St. Louis              MO       63125    St. Louis                            1        Retail         Anchored
  95     Lake Elsinore          CA       92530    Riverside                            1        Retail         Shadow Anchored
  96     Hamilton               OH       45011    Butler                               1        Retail         Anchored
  97     Bowling Green          KY       42104    Warren                               1        Hospitality    Limited Service
  98     Parsippany             NJ       07054    Morris                               1        Office         Suburban
  99     Woodburn               OR       97071    Marion                               1        Retail         Anchored
 100     Sacramento             CA       95842    Sacramento                           1        Retail         Shadow Anchored
 101     Various                CA      Various   Orange                               2        Self Storage   Self Storage
101.01   Aliso Viejo            CA       92656    Orange                               1        Self Storage   Self Storage
101.02   Mission Viejo          CA       92692    Orange                               1        Self Storage   Self Storage
 102     Sarasota               FL       34240    Sarasota                             1        Office         Suburban
 103     East Ridge             TN       37412    Hamilton                             1        Multifamily    Garden
 104     Piscataway             NJ       08854    Middlesex                            1        Retail         Anchored
 105     Berkeley               CA       94704    Alameda                              1        Office         Suburban
 106     Duncan                 SC       29334    Spartanburg                          1        Industrial     Warehouse
 107     Tuscon                 AZ       85712    Pima                                 1        Office         Medical
 108     Newport News           VA       23606    Newport News                         1        Retail         Single Tenant
 109     Midlothian             TX       76065    Ellis                                2        Multifamily    Garden
109.01   Midlothian             TX       76065    Ellis                                1        Multifamily    Garden
109.02   Midlothian             TX       76065    Ellis                                1        Multifamily    Garden
 110     Orlando                FL       32804    Orange                               1        Hospitality    Limited Service
 111     Pearland               TX       77584    Brazoria                             1        Retail         Shadow Anchored
 112     Eagan                  MN       55122    Dakota                               2        Mixed Use      Various
112.01   Eagan                  MN       55122    Dakota                               1        Retail         Unanchored
112.02   Eagan                  MN       55122    Dakota                               1        Office         Suburban
 113     Celebration            FL       34747    Osceloa                              1        Office         Single Tenant
 114     Naples                 FL       34109    Collier                              1        Hospitality    Limited Service
 115     Pantego                TX       76013    Tarrant                              1        Retail         Anchored
 116     Fort Wayne             IN       46804    Allen                                1        Hospitality    Full Service
 117     Various              Various   Various   Various                              10       Retail         Free Standing
117.01   Cleveland              TN       37323    Bradley                              1        Retail         Free Standing
117.02   Pigeon Forge           TN       37863    Sevier                               1        Retail         Free Standing
117.03   Birmingham             AL       35242    Shelby                               1        Retail         Free Standing
117.04   Abingdon               VA       24210    Washington                           1        Retail         Free Standing
117.05   Cullman                AL       35058    Cullman                              1        Retail         Free Standing
117.06   Johnson City           TN       37601    Washington                           1        Retail         Free Standing
117.07   Auburn                 AL       36830    Lee                                  1        Retail         Free Standing
117.08   Bristol                VA       24201    Bristol City                         1        Retail         Free Standing
117.09   Hoover                 AL       35244    Jefferson                            1        Retail         Free Standing
117.10   Morristown             TN       37814    Hamblen                              1        Retail         Free Standing
 118     Urbandale              IA       50322    Polk                                 1        Office         Suburban
 119     Virginia Beach         VA       23456    Norfolk-Virginia Beach-Newport       1        Office         Medical
                                                  News
 120     Bradenton              FL       34205    Manatee                              1        Office         Suburban
 121     Milwaukee              WI       53212    Milwaukee                            1        Retail         Single Tenant
 122     Englewood              CO       80212    Arapahoe                             1        Industrial     Flex
 123     Milwaukee              WI       53210    Milwaukee                            1        Retail         Single Tenant
 124     Jackson                TN       38305    Jackson                              1        Retail         Unanchored
 125     Santa Clarita          CA       91350    Los Angeles                          1        Retail         Single Tenant
 126     La Vista               NE       68128    Sarpy                                1        Retail         Unanchored
 127     Abilene                TX       79601    Taylor                               1        Multifamily    Garden
 128     Covina                 CA       91724    Los Angeles                          1        Manufactured   Manufactured Housing
                                                                                                Housing
 129     Norfolk                VA       23502    Norfolk                              1        Retail         Shadow Anchored
 130     Blythewood             SC       29016    Richland                             1        Hospitality    Limited Service
 131     Baltimore              MD       21209    Baltimore                            1        Office         Flex Office
 132     McKinney               TX       75069    Collin                               1        Retail         Single Tenant
 133     Nipomo                 CA       93444    San Luis Obispo                      1        Retail         Unanchored
 134     Oklahoma City          OK       73134    Oklahoma                             1        Retail         Unanchored
 135     Yakima                 WA       98901    Yakima                               1        Manufactured   Manufactured Housing
                                                                                                Housing
 136     Chetek                 WI       54728    Rusk                                 1        Hospitality    Full Service
 137     High Point             NC       27265    Guilford                             1        Multifamily    Garden
 138     Wadsworth              OH       44281    Medina                               1        Retail         Shadow Anchored
 139     American Canyon        CA       94503    Napa                                 1        Industrial     Flex
 140     Las Vegas              NV       89118    Clark                                1        Retail         Unanchored
 141     Houston                TX       77054    Harris                               1        Self Storage   Self Storage
 142     Newberry               SC       29108    Newberry                             1        Hospitality    Limited Service
 143     Various                FL      Various   Santa Rosa                           2        Manufactured   Manufactured Housing
                                                                                                Housing
143.01   Navarre                FL       32566    Santa Rosa                           1        Manufactured   Manufactured Housing
                                                                                                Housing
143.02   Milton                 FL       32583    Santa Rosa                           1        Manufactured   Manufactured Housing
                                                                                                Housing
 144     Monroe                 NJ       08831    Middlesex                            1        Retail         Single Tenant
 145     Port St. Lucie         FL       34986    St. Lucie                            1        Retail         Unanchored
 146     Greenwood              SC       29649    Greenwood                            1        Hospitality    Limited Service
 147     Boise                  ID       83706    Ada                                  1        Retail         Anchored
 148     Auburn                 WA       98002    King                                 1        Self Storage   Self Storage
 149     Fort Worth             TX       76114    Tarrant                              1        Multifamily    Garden
 150     Bloomington            IL       61704    McLean                               1        Multifamily    Garden
 151     Birmingham             AL       35242    Shelby                               1        Retail         Unanchored
 152     Menomonie              WI       54751    Dunn                                 1        Retail         Anchored
 153     Vineland               NJ       08360    Cumberland                           1        Retail         Free Standing
 154     Pasadena               CA       91103    Los Angeles                          1        Retail         Unanchored
 155     Cherry Hill            NJ       08002    Camden                               1        Hospitality    Full Service
 156     Cordova                TN       38016    Shelby                               1        Retail         Unanchored
 157     Paramount              CA       90723    Los Angeles                          1        Manufactured   Manufactured Housing
                                                                                                Housing
 158     Pasadena               CA       91005    Los Angeles                          1        Mixed Use      Office/Retail
 159     Sequim                 WA       98382    Clallam                              1        Hospitality    Limited Service
 160     Collegedale            TN       37363    Hamilton                             1        Retail         Anchored
 161     Murray                 UT       84121    Salt Lake                            1        Office         Suburban
 162     Sherman                TX       75092    Grayson                              1        Multifamily    Garden
 163     Reynoldsburg           OH       43068    Fairfield                            1        Hospitality    Limited Service
 164     Merrimack              NH       03054    Hillsborough                         1        Retail         Single Tenant
 165     Orlando                FL       32821    Orange                               1        Retail         Shadow Anchored
 166     Farmers Branch         TX       75244    Dallas                               1        Office         Suburban
 167     Chiefland              FL       32626    Levy                                 1        Retail         Single Tenant
 168     Halfmoon               NY       12065    Saratoga                             1        Office         Flex Office
 169     Atlanta                GA       30341    Gwinett                              1        Office         Suburban
 170     Tucson                 AZ       85706    Pima                                 1        Retail         Single Tenant
 171     Madison                WI       53705    Dane                                 1        Retail         Unanchored
 172     Various                MS      Various   Various                              4        Multifamily    Garden
 172     Hattiesburg            MS       39402    Lamar                                1        Multifamily    Garden
 172     Hattiesburg            MS       39401    Forrest                              1        Multifamily    Garden
 172     Hattiesburg            MS       39402    Lamar                                1        Multifamily    Garden
 172     Purvis                 MS       39475    Lamar                                1        Multifamily    Garden
 173     Millsboro              DE       19966    Sussex                               1        Self Storage   Self Storage
 174     Bolingbrook            IL       60440    Will                                 1        Retail         Unanchored
 175     Woodruff               WI       54568    Oneida                               1        Retail         Single Tenant
 176     Sugar Land             TX       77479    Fort Bend                            1        Retail         Single Tenant
 177     Houston                TX       77007    Harris                               1        Retail         Unanchored
 178     Covington              TN       38019    Tipton                               1        Retail         Shadow Anchored
 179     San Diego              CA       92131    San Diego                            1        Office         Suburban
 180     Clarkston              GA       30021    Dekalb                               1        Multifamily    Garden
 181     Rancho Dominguez       CA       90221    Los Angeles                          1        Industrial     Warehouse
 182     Leland                 NC       28451    Brunswick                            1        Retail         Unanchored
 183     La Crosse              WI       54601    La Crosse                            2        Multifamily    Student Housing
 183     La Crosse              WI       54601    La Crosse                            1        Multifamily    Student Housing
 183     La Crosse              WI       54601    La Crosse                            1        Multifamily    Student Housing
 184     Nashville              TN       37228    Davidson                             1        Office         Single Tenant
 185     Holbrook               NY       11741    Suffolk                              1        Retail         Single Tenant
 186     Troy                   MI       48083    Oakland                              1        Industrial     Warehouse
 187     Liberty Township       OH       45044    Butler                               1        Retail         Unanchored
 188     Hillsboro              OR       97124    Washington                           1        Retail         Unanchored
 189     Oak Creek              WI       53154    Milwaukee                            1        Multifamily    Garden
 190     Butner                 NC       27509    Granville                            1        Multifamily    Garden
 191     Various              Various   Various   Various                              2        Retail         Single Tenant
 191     Madison                WI       53713    Dane                                 1        Retail         Single Tenant
 191     Napoleon               OH       43545    Henry                                1        Retail         Single Tenant
 192     Hot Springs            AR       71913    Garland                              1        Multifamily    Garden
 193     Various                TX      Various   Various                              4        Industrial     Warehouse
 193     Grand Prairie          TX       75051    Dallas                               1        Industrial     Warehouse
 193     Corpus Christi         TX       78415    Nueces                               1        Industrial     Warehouse
 193     Houston                TX       77086    Harris                               1        Industrial     Warehouse
 193     Fort Worth             TX       76106    Tarrant                              1        Industrial     Warehouse
 194     Hanford                CA       93230    Kings                                1        Office         Medical
 195     St. Petersburg         FL       33714    Pinellas                             1        Manufactured   Manufactured Housing
                                                                                                Housing
 196     East Brunswick         NJ       08816    Middlesex                            1        Retail         Unanchored
 197     Temple                 TX       76501    Bell                                 1        Self Storage   Self Storage
 198     Boise                  ID       83705    Ada                                  1        Manufactured   Manufactured Housing
                                                                                                Housing
 199     Jasper                 IN       47546    Dubois                               1        Retail         Single Tenant
 200     Houston                TX       77067    Harris                               1        Manufactured   Manufactured Housing
                                                                                                Housing
 201     Antioch                CA       94509    Contra Costa                         1        Industrial     Flex
 202     Frisco                 TX       75035    Collin                               1        Retail         Unanchored
 203     Huntsville             TX       77340    Walker                               1        Multifamily    Garden
 204     Watsonville            CA       95076    Santa Cruz                           1        Retail         Shadow Anchored
 205     Howell                 NJ       07728    Monmouth                             1        Industrial     Light
 206     Fresno                 CA       93722    Fresno                               1        Industrial     Flex
 207     Rochester              NY       14623    Monroe                               1        Office         Suburban
 208     Colorado Springs       CO       80920    El Paso                              1        Office         Suburban
 209     Lynchburg              VA       24502    Lynchburg City                       1        Retail         Anchored
 210     San Antonio            TX       78249    Bexar                                1        Retail         Shadow Anchored
 211     Edison                 NJ       08820    Middlesex                            1        Retail         Unanchored
 212     Various              Various   Various   Various                              2        Retail         Free Standing
 212     Pensacola              FL       32504    Escambia                             1        Retail         Free Standing
 212     Augusta                GA       30906    Richmond                             1        Retail         Free Standing
 213     Swansboro              NC       28584    Onslow                               1        Retail         Single Tenant
 214     San Benito             TX       78586    Cameron                              1        Retail         Free Standing
 215     Albuquerque            NM       87111    Bernalillo                           1        Office         Medical
 216     Carson                 CA       90745    Los Angeles                          1        Manufactured   Manufactured Housing
                                                                                                Housing
 217     Chandler               AZ       85225    Maricopa                             1        Self Storage   Self Storage
 218     Belville               NC       28451    Brunswick                            1        Office         Suburban
 219     Sedona                 AZ       86336    Coconino                             1        Office         Suburban
 220     Redlands               CA       92373    San Bernardino                       1        Retail         Speciality
 221     Hurricane              WV       25526    Putnam                               1        Retail         Free Standing
 222     Alice                  TX       78332    Jim Wells                            1        Retail         Single Tenant
 223     Trotwood               OH       45426    Montgomery                           1        Self Storage   Self Storage
 224     Tampa                  FL       33618    Hillsborough                         1        Office         Suburban
 225     Appleton               WI       54911    Outagamie                            1        Retail         Unanchored
 226     Kersey                 CO       80644    Weld                                 1        Manufactured   Manufactured Housing
                                                                                                Housing
 227     Los Angeles            CA       90061    Los Angeles                          1        Industrial     Light
 228     Sacramento             CA       95826    Sacramento                           1        Industrial     Warehouse
 229     Scottsdale             AZ       85260    Maricopa                             1        Retail         Unanchored
 230     Magnolia               TX       77354    Montgomery                           1        Office         Suburban
 231     Pawleys Island         SC       29585    Georgetown                           1        Self Storage   Self Storage
 232     Searcy                 AR       72143    White                                1        Retail         Anchored
 233     Louisville             CO       80027    Boulder                              1        Retail         Free Standing
 234     Rosenberg              TX       77471    Fort Bend                            1        Retail         Free Standing
 235     Modesto                CA       95350    Stanislaus                           1        Office         Suburban
 236     Hutchinson             MN       55350    McLeod                               1        Multifamily    Garden
 237     Fort Wayne             IN       46835    Allen                                1        Retail         Shadow Anchored
 238     Madera                 CA       93637    Madera                               1        Retail         Shadow Anchored
 239     Brentwood              TN       37027    Williamson                           1        Self Storage   Self Storage
 240     Hadden Heights         NJ       08035    Camden                               1        Retail         Free Standing
 241     Las Vegas              NV       89103    Clark                                1        Office         Urban
 242     Butner                 NC       27509    Granville                            1        Multifamily    Garden
 243     Carlisle               PA       17013    Cumberland                           1        Retail         Single Tenant
 244     San Francisco          CA       94103    San Francisco                        1        Office         Urban
 245     Woodbury               MN       55125    Washington                           1        Office         Medical
 246     Las Vegas              NV       89117    Clark                                1        Self Storage   Self Storage
 247     Pearland               TX       77581    Brazoria                             1        Office         Suburban
 248     Hutto                  TX       78634    Williamson                           1        Retail         Free Standing
 249     Waco                   TX       76712    McLennan                             1        Self Storage   Self Storage
 250     Fullerton              CA       92833    Orange                               1        Office         Suburban
 251     Los Angeles            CA       90006    Los Angeles                          1        Retail         Unanchored
 252     Los Angeles            CA       90046    Los Angeles                          1        Retail         Unanchored
 253     Flint                  MI       48507    Genesee                              1        Retail         Shadow Anchored
 254     Corpus Christi         TX       78413    Nueces                               1        Retail         Shadow Anchored
 255     Dallas                 TX       75208    Dallas                               1        Multifamily    Garden
 256     Three Oaks             MI       49128    Berrien                              1        Multifamily    Garden
 257     Edison                 NJ       08817    Middlesex                            1        Retail         Unanchored
 258     Grand Forks            ND       58203    Grand Forks                          1        Multifamily    Garden
 259     Utica                  MI       48317    Macomb                               1        Retail         Unanchored
 260     Arvin                  CA       93203    Kern                                 1        Manufactured   Manufactured Housing
                                                                                                Housing
 261     El Cajon               CA       92021    San Diego                            1        Industrial     Light
 262     Rowlett                TX       75088    Dallas                               1        Self Storage   Self Storage
 263     Lexington              KY       40511    Fayette                              1        Industrial     Flex
 264     Sioux Falls            SD       57107    Minnehaha                            1        Multifamily    Garden
 265     Sioux Falls            SD       57107    Minnehaha                            1        Multifamily    Garden
 266     Little Elm             TX       75068    Denton                               1        Retail         Shadow Anchored
 267     Edison                 NJ       08820    Middlesex                            1        Retail         Single Tenant
 268     Hartford               CT       06106    Hartford                             1        Multifamily    Low Rise
 269     Presto                 PA       15017    Allegheny                            1        Mixed Use      Office/Retail
 270     Raleigh                NC       27606    Wake                                 1        Retail         Free Standing
 271     Toledo                 OH       43612    Lucas                                1        Industrial     Light


         3RD MOST RECENT   3RD MOST RECENT   2ND MOST RECENT      2ND MOST RECENT       MOST RECENT       MOST RECENT
LOAN #       NOI ($)          NOI DATE           NOI ($)              NOI DATE            NOI ($)           NOI DATE
---------------------------------------------------------------------------------------------------------------------------

   1          26,661,006        12/31/2005        29,893,062               12/31/2006    31,252,904       3/31/2007 (T-12)
 1.01            891,927        12/31/2005           910,071               12/31/2006       904,685       3/31/2007 (T-12)
 1.02            372,071        12/31/2005           774,013               12/31/2006       800,142       3/31/2007 (T-12)
 1.03            413,576        12/31/2005           760,182               12/31/2006       824,558       3/31/2007 (T-12)
 1.04            770,237        12/31/2005           817,550               12/31/2006       809,499       3/31/2007 (T-12)
 1.05            670,614        12/31/2005           725,468               12/31/2006       749,100       3/31/2007 (T-12)
 1.06            675,734        12/31/2005           675,261               12/31/2006       725,945       3/31/2007 (T-12)
 1.07            602,195        12/31/2005           601,111               12/31/2006       584,528       3/31/2007 (T-12)
 1.08            562,605        12/31/2005           590,369               12/31/2006       617,639       3/31/2007 (T-12)
 1.09            562,203        12/31/2005           678,976               12/31/2006       707,867       3/31/2007 (T-12)
 1.10            671,428        12/31/2005           634,990               12/31/2006       641,066       3/31/2007 (T-12)
 1.11            480,635        12/31/2005           500,678               12/31/2006       508,645       3/31/2007 (T-12)
 1.12            569,566        12/31/2005           533,761               12/31/2006       575,756       3/31/2007 (T-12)
 1.13            432,448        12/31/2005           552,931               12/31/2006       593,269       3/31/2007 (T-12)
 1.14            498,873        12/31/2005           519,531               12/31/2006       535,869       3/31/2007 (T-12)
 1.15            441,789        12/31/2005           505,461               12/31/2006       530,192       3/31/2007 (T-12)
 1.16            423,666        12/31/2005           498,965               12/31/2006       519,012       3/31/2007 (T-12)
 1.17            475,319        12/31/2005           549,841               12/31/2006       546,712       3/31/2007 (T-12)
 1.18            471,403        12/31/2005           490,877               12/31/2006       506,120       3/31/2007 (T-12)
 1.19            442,618        12/31/2005           500,034               12/31/2006       534,052       3/31/2007 (T-12)
 1.20            602,313        12/31/2005           569,858               12/31/2006       552,728       3/31/2007 (T-12)
 1.21            497,262        12/31/2005           502,201               12/31/2006       506,311       3/31/2007 (T-12)
 1.22            383,902        12/31/2005           414,657               12/31/2006       437,507       3/31/2007 (T-12)
 1.23            463,909        12/31/2005           404,948               12/31/2006       449,909       3/31/2007 (T-12)
 1.24            411,652        12/31/2005           482,183               12/31/2006       490,291       3/31/2007 (T-12)
 1.25            419,594        12/31/2005           434,979               12/31/2006       456,733       3/31/2007 (T-12)
 1.26            385,086        12/31/2005           414,751               12/31/2006       436,052       3/31/2007 (T-12)
 1.27            393,430        12/31/2005           409,024               12/31/2006       423,640       3/31/2007 (T-12)
 1.28            367,710        12/31/2005           396,573               12/31/2006       426,989       3/31/2007 (T-12)
 1.29            454,906        12/31/2005           456,011               12/31/2006       476,011       3/31/2007 (T-12)
 1.30            370,881        12/31/2005           411,121               12/31/2006       427,238       3/31/2007 (T-12)
 1.31            382,965        12/31/2005           398,410               12/31/2006       415,411       3/31/2007 (T-12)
 1.32            312,034        12/31/2005           426,262               12/31/2006       429,637       3/31/2007 (T-12)
 1.33            245,529        12/31/2005           337,680               12/31/2006       380,132       3/31/2007 (T-12)
 1.34            439,280        12/31/2005           453,565               12/31/2006       457,720       3/31/2007 (T-12)
 1.35            295,223        12/31/2005           364,640               12/31/2006       385,719       3/31/2007 (T-12)
 1.36            338,074        12/31/2005           386,605               12/31/2006       394,294       3/31/2007 (T-12)
 1.37            367,607        12/31/2005           389,272               12/31/2006       428,640       3/31/2007 (T-12)
 1.38            390,570        12/31/2005           387,972               12/31/2006       415,330       3/31/2007 (T-12)
 1.39            307,951        12/31/2005           366,914               12/31/2006       389,477       3/31/2007 (T-12)
 1.40            240,521        12/31/2005           273,280               12/31/2006       315,838       3/31/2007 (T-12)
 1.41            296,846        12/31/2005           329,961               12/31/2006       353,651       3/31/2007 (T-12)
 1.42            279,983        12/31/2005           327,484               12/31/2006       343,768       3/31/2007 (T-12)
 1.43            261,289        12/31/2005           316,957               12/31/2006       334,479       3/31/2007 (T-12)
 1.44            288,044        12/31/2005           322,935               12/31/2006       325,723       3/31/2007 (T-12)
 1.45            243,785        12/31/2005           310,356               12/31/2006       336,301       3/31/2007 (T-12)
 1.46            235,029        12/31/2005           304,595               12/31/2006       321,406       3/31/2007 (T-12)
 1.47            278,697        12/31/2005           276,842               12/31/2006       289,938       3/31/2007 (T-12)
 1.48            300,449        12/31/2005           325,388               12/31/2006       319,336       3/31/2007 (T-12)
 1.49            280,564        12/31/2005           303,891               12/31/2006       329,348       3/31/2007 (T-12)
 1.50            283,186        12/31/2005           297,482               12/31/2006       318,079       3/31/2007 (T-12)
 1.51            259,378        12/31/2005           290,330               12/31/2006       299,303       3/31/2007 (T-12)
 1.52            147,839        12/31/2005           259,676               12/31/2006       284,100       3/31/2007 (T-12)
 1.53            225,906        12/31/2005           275,822               12/31/2006       283,269       3/31/2007 (T-12)
 1.54            274,490        12/31/2005           261,607               12/31/2006       278,739       3/31/2007 (T-12)
 1.55            248,038        12/31/2005           289,119               12/31/2006       299,705       3/31/2007 (T-12)
 1.56            280,695        12/31/2005           284,022               12/31/2006       297,974       3/31/2007 (T-12)
 1.57            231,125        12/31/2005           246,637               12/31/2006       265,186       3/31/2007 (T-12)
 1.58            199,832        12/31/2005           273,326               12/31/2006       284,628       3/31/2007 (T-12)
 1.59            241,812        12/31/2005           272,586               12/31/2006       288,491       3/31/2007 (T-12)
 1.60            134,069        12/31/2005           235,408               12/31/2006       250,810       3/31/2007 (T-12)
 1.61            194,793        12/31/2005           235,697               12/31/2006       247,612       3/31/2007 (T-12)
 1.62            183,313        12/31/2005           245,016               12/31/2006       265,082       3/31/2007 (T-12)
 1.63            200,616        12/31/2005           244,191               12/31/2006       267,512       3/31/2007 (T-12)
 1.64            197,857        12/31/2005           224,395               12/31/2006       244,039       3/31/2007 (T-12)
 1.65            213,191        12/31/2005           247,860               12/31/2006       265,924       3/31/2007 (T-12)
 1.66            232,605        12/31/2005           235,626               12/31/2006       257,052       3/31/2007 (T-12)
 1.67            186,584        12/31/2005           208,885               12/31/2006       220,095       3/31/2007 (T-12)
 1.68            206,424        12/31/2005           192,878               12/31/2006       220,107       3/31/2007 (T-12)
 1.69            144,033        12/31/2005           194,394               12/31/2006       208,879       3/31/2007 (T-12)
 1.70            197,302        12/31/2005           167,106               12/31/2006       170,255       3/31/2007 (T-12)
 1.71            174,293        12/31/2005           196,735               12/31/2006       204,303       3/31/2007 (T-12)
 1.72            159,112        12/31/2005           207,863               12/31/2006       213,958       3/31/2007 (T-12)
 1.73            173,128        12/31/2005           185,057               12/31/2006       197,000       3/31/2007 (T-12)
 1.74            147,371        12/31/2005           174,724               12/31/2006       173,478       3/31/2007 (T-12)
 1.75            123,205        12/31/2005           170,926               12/31/2006       189,125       3/31/2007 (T-12)
 1.76            156,465        12/31/2005           171,423               12/31/2006       192,230       3/31/2007 (T-12)
 1.77            141,542        12/31/2005           174,090               12/31/2006       179,357       3/31/2007 (T-12)
 1.78            138,808        12/31/2005           110,798               12/31/2006       122,401       3/31/2007 (T-12)
   2          24,253,192        12/31/2005        26,033,856               12/31/2006    27,200,170       3/31/2007 (T-12)
 2.01            858,038        12/31/2005           905,048               12/31/2006       934,716       3/31/2007 (T-12)
 2.02            816,419        12/31/2005           742,068               12/31/2006       784,854       3/31/2007 (T-12)
 2.03            694,785        12/31/2005           699,141               12/31/2006       719,674       3/31/2007 (T-12)
 2.04            666,196        12/31/2005           691,042               12/31/2006       705,151       3/31/2007 (T-12)
 2.05            605,384        12/31/2005           601,213               12/31/2006       626,935       3/31/2007 (T-12)
 2.06            509,524        12/31/2005           562,373               12/31/2006       580,879       3/31/2007 (T-12)
 2.07            540,794        12/31/2005           572,493               12/31/2006       607,286       3/31/2007 (T-12)
 2.08            437,668        12/31/2005           483,758               12/31/2006       512,817       3/31/2007 (T-12)
 2.09            574,574        12/31/2005           521,194               12/31/2006       543,299       3/31/2007 (T-12)
 2.10            360,500        12/31/2005           458,508               12/31/2006       501,760       3/31/2007 (T-12)
 2.11            415,153        12/31/2005           491,938               12/31/2006       520,017       3/31/2007 (T-12)
 2.12            354,855        12/31/2005           400,086               12/31/2006       432,851       3/31/2007 (T-12)
 2.13            305,715        12/31/2005           400,574               12/31/2006       413,248       3/31/2007 (T-12)
 2.14            428,805        12/31/2005           451,098               12/31/2006       468,979       3/31/2007 (T-12)
 2.15            479,172        12/31/2005           481,983               12/31/2006       495,913       3/31/2007 (T-12)
 2.16            444,789        12/31/2005           483,926               12/31/2006       496,476       3/31/2007 (T-12)
 2.17            438,253        12/31/2005           492,342               12/31/2006       486,675       3/31/2007 (T-12)
 2.18            444,138        12/31/2005           452,404               12/31/2006       465,509       3/31/2007 (T-12)
 2.19            421,177        12/31/2005           436,050               12/31/2006       459,581       3/31/2007 (T-12)
 2.20            375,097        12/31/2005           386,902               12/31/2006       402,729       3/31/2007 (T-12)
 2.21            410,219        12/31/2005           393,395               12/31/2006       390,297       3/31/2007 (T-12)
 2.22            298,829        12/31/2005           392,585               12/31/2006       414,183       3/31/2007 (T-12)
 2.23            401,734        12/31/2005           428,808               12/31/2006       447,415       3/31/2007 (T-12)
 2.24            317,114        12/31/2005           362,627               12/31/2006       399,852       3/31/2007 (T-12)
 2.25            324,105        12/31/2005           364,892               12/31/2006       388,510       3/31/2007 (T-12)
 2.26            328,410        12/31/2005           335,115               12/31/2006       336,532       3/31/2007 (T-12)
 2.27            288,823        12/31/2005           372,272               12/31/2006       389,702       3/31/2007 (T-12)
 2.28            338,600        12/31/2005           335,481               12/31/2006       356,650       3/31/2007 (T-12)
 2.29            270,083        12/31/2005           350,265               12/31/2006       366,614       3/31/2007 (T-12)
 2.30            388,491        12/31/2005           383,692               12/31/2006       380,848       3/31/2007 (T-12)
 2.31            370,130        12/31/2005           378,317               12/31/2006       381,065       3/31/2007 (T-12)
 2.32            295,170        12/31/2005           366,068               12/31/2006       377,519       3/31/2007 (T-12)
 2.33            347,326        12/31/2005           342,879               12/31/2006       349,565       3/31/2007 (T-12)
 2.34            317,697        12/31/2005           310,014               12/31/2006       335,529       3/31/2007 (T-12)
 2.35            279,096        12/31/2005           317,116               12/31/2006       330,876       3/31/2007 (T-12)
 2.36            253,411        12/31/2005           295,723               12/31/2006       318,782       3/31/2007 (T-12)
 2.37            306,050        12/31/2005           346,433               12/31/2006       348,869       3/31/2007 (T-12)
 2.38            265,907        12/31/2005           307,592               12/31/2006       321,068       3/31/2007 (T-12)
 2.39            208,627        12/31/2005           291,879               12/31/2006       314,250       3/31/2007 (T-12)
 2.40            233,183        12/31/2005           258,355               12/31/2006       264,457       3/31/2007 (T-12)
 2.41            304,776        12/31/2005           321,566               12/31/2006       341,686       3/31/2007 (T-12)
 2.42            305,718        12/31/2005           303,158               12/31/2006       310,929       3/31/2007 (T-12)
 2.43            246,813        12/31/2005           266,995               12/31/2006       285,152       3/31/2007 (T-12)
 2.44            245,293        12/31/2005           264,412               12/31/2006       264,506       3/31/2007 (T-12)
 2.45            302,344        12/31/2005           298,045               12/31/2006       307,230       3/31/2007 (T-12)
 2.46            268,012        12/31/2005           281,448               12/31/2006       301,573       3/31/2007 (T-12)
 2.47            205,041        12/31/2005           263,916               12/31/2006       287,207       3/31/2007 (T-12)
 2.48            246,070        12/31/2005           289,494               12/31/2006       301,558       3/31/2007 (T-12)
 2.49            335,066        12/31/2005           297,511               12/31/2006       298,744       3/31/2007 (T-12)
 2.50            206,858        12/31/2005           228,197               12/31/2006       260,388       3/31/2007 (T-12)
 2.51            244,866        12/31/2005           256,796               12/31/2006       264,551       3/31/2007 (T-12)
 2.52            198,115        12/31/2005           244,617               12/31/2006       237,102       3/31/2007 (T-12)
 2.53            190,354        12/31/2005           217,684               12/31/2006       226,665       3/31/2007 (T-12)
 2.54            197,611        12/31/2005           223,864               12/31/2006       235,349       3/31/2007 (T-12)
 2.55            237,110        12/31/2005           268,868               12/31/2006       283,694       3/31/2007 (T-12)
 2.56            176,022        12/31/2005           235,524               12/31/2006       248,984       3/31/2007 (T-12)
 2.57            248,041        12/31/2005           243,376               12/31/2006       255,228       3/31/2007 (T-12)
 2.58            177,938        12/31/2005           213,999               12/31/2006       233,861       3/31/2007 (T-12)
 2.59            218,175        12/31/2005           258,921               12/31/2006       267,725       3/31/2007 (T-12)
 2.60            300,684        12/31/2005           218,410               12/31/2006       219,819       3/31/2007 (T-12)
 2.61            164,849        12/31/2005           195,873               12/31/2006       206,743       3/31/2007 (T-12)
 2.62            212,523        12/31/2005           195,726               12/31/2006       202,933       3/31/2007 (T-12)
 2.63            143,632        12/31/2005           171,676               12/31/2006       204,112       3/31/2007 (T-12)
 2.64            190,723        12/31/2005           182,317               12/31/2006       194,707       3/31/2007 (T-12)
 2.65            188,420        12/31/2005           224,837               12/31/2006       229,596       3/31/2007 (T-12)
 2.66            219,136        12/31/2005           195,798               12/31/2006       193,103       3/31/2007 (T-12)
 2.67            146,089        12/31/2005           180,408               12/31/2006       196,023       3/31/2007 (T-12)
 2.68            214,427        12/31/2005           207,170               12/31/2006       208,749       3/31/2007 (T-12)
 2.69            171,969        12/31/2005           159,223               12/31/2006       185,260       3/31/2007 (T-12)
 2.70            148,441        12/31/2005           183,478               12/31/2006       210,374       3/31/2007 (T-12)
 2.71            139,474        12/31/2005           173,415               12/31/2006       182,885       3/31/2007 (T-12)
 2.72            136,446        12/31/2005           161,437               12/31/2006       169,973       3/31/2007 (T-12)
 2.73            148,606        12/31/2005           165,749               12/31/2006       169,023       3/31/2007 (T-12)
 2.74            130,367        12/31/2005           133,864               12/31/2006       144,899       3/31/2007 (T-12)
 2.75            172,796        12/31/2005           176,127               12/31/2006       193,290       3/31/2007 (T-12)
 2.76            138,604        12/31/2005           138,157               12/31/2006       140,075       3/31/2007 (T-12)
 2.77             68,485        12/31/2005           117,560               12/31/2006       123,936       3/31/2007 (T-12)
 2.78            174,717        12/31/2005           144,339               12/31/2006       156,392       3/31/2007 (T-12)
 2.79             74,538        12/31/2005            82,247               12/31/2006        84,213       3/31/2007 (T-12)
   3          18,666,703        12/31/2005        20,170,274               12/31/2006    19,901,417       3/31/2007 (T-12)
   4                                                                                     59,546,991             12/31/2006
 4.01                                                                                     9,802,112             12/31/2006
 4.02                                                                                     7,410,605             12/31/2006
 4.03                                                                                     4,255,466             12/31/2006
 4.04                                                                                     4,501,476             12/31/2006
 4.05                                                                                     4,542,245             12/31/2006
 4.06                                                                                     3,210,772             12/31/2006
 4.07                                                                                     3,262,998             12/31/2006
 4.08                                                                                     2,671,869             12/31/2006
 4.09                                                                                     3,023,411             12/31/2006
 4.10                                                                                     2,666,112             12/31/2006
 4.11                                                                                     2,587,275             12/31/2006
 4.12                                                                                     1,300,263             12/31/2006
 4.13                                                                                     2,109,581             12/31/2006
 4.14                                                                                     1,665,047             12/31/2006
 4.15                                                                                     2,211,496             12/31/2006
 4.16                                                                                     1,030,254             12/31/2006
 4.17                                                                                       827,904             12/31/2006
 4.18                                                                                     1,195,756             12/31/2006
 4.19                                                                                     1,272,349             12/31/2006
   5                                                                                     25,165,834             12/31/2006
 5.01                                                                                     5,079,488             12/31/2006
 5.02                                                                                     3,286,477             12/31/2006
 5.03                                                                                     3,121,801             12/31/2006
 5.04                                                                                     2,914,387             12/31/2006
 5.05                                                                                     2,657,895             12/31/2006
 5.06                                                                                     2,060,769             12/31/2006
 5.07                                                                                     1,905,687             12/31/2006
 5.08                                                                                     1,685,757             12/31/2006
 5.09                                                                                       979,198             12/31/2006
 5.10                                                                                       773,485             12/31/2006
 5.11                                                                                       700,893             12/31/2006
              15,148,893         3/31/2005        15,386,025                3/31/2006    15,338,183       3/31/2007 (T-12)
   6           3,830,649         3/31/2005         3,911,850                3/31/2006     3,990,937       3/31/2007 (T-12)
 6.01            861,358         3/31/2005         1,053,791                3/31/2006     1,082,443       3/31/2007 (T-12)
 6.02            692,069         3/31/2005           751,528                3/31/2006       725,796       3/31/2007 (T-12)
 6.03            798,535         3/31/2005           754,568                3/31/2006       709,634       3/31/2007 (T-12)
 6.04            756,233         3/31/2005           605,294                3/31/2006       652,199       3/31/2007 (T-12)
 6.05            335,387         3/31/2005           377,404                3/31/2006       434,753       3/31/2007 (T-12)
 6.06            387,068         3/31/2005           369,265                3/31/2006       386,112       3/31/2007 (T-12)
   7           4,111,777         3/31/2005         4,030,581                3/31/2006     3,830,165       3/31/2007 (T-12)
 7.01          1,889,356         3/31/2005         1,906,580                3/31/2006     1,806,795       3/31/2007 (T-12)
 7.02            470,594         3/31/2005           488,478                3/31/2006       482,106       3/31/2007 (T-12)
 7.03            448,550         3/31/2005           455,957                3/31/2006       421,273       3/31/2007 (T-12)
 7.04            658,886         3/31/2005           475,215                3/31/2006       417,726       3/31/2007 (T-12)
 7.05            428,158         3/31/2005           413,812                3/31/2006       404,528       3/31/2007 (T-12)
 7.06            216,233         3/31/2005           290,540                3/31/2006       297,736       3/31/2007 (T-12)
   8           3,783,303         3/31/2005         3,894,534                3/31/2006     3,832,688       3/31/2007 (T-12)
 8.01          1,181,510         3/31/2005         1,173,076                3/31/2006     1,050,912       3/31/2007 (T-12)
 8.02            428,667         3/31/2005           470,016                3/31/2006       509,657       3/31/2007 (T-12)
 8.03            529,798         3/31/2005           517,506                3/31/2006       490,046       3/31/2007 (T-12)
 8.04            431,403         3/31/2005           438,071                3/31/2006       442,891       3/31/2007 (T-12)
 8.05            204,176         3/31/2005           251,202                3/31/2006       292,054       3/31/2007 (T-12)
 8.06            241,615         3/31/2005           248,442                3/31/2006       254,247       3/31/2007 (T-12)
 8.07            238,592         3/31/2005           250,714                3/31/2006       231,199       3/31/2007 (T-12)
 8.08            177,212         3/31/2005           181,360                3/31/2006       186,834       3/31/2007 (T-12)
 8.09            117,558         3/31/2005           183,462                3/31/2006       193,829       3/31/2007 (T-12)
 8.10            232,773         3/31/2005           180,686                3/31/2006       181,018       3/31/2007 (T-12)
   9           3,423,163         3/31/2005         3,549,059                3/31/2006     3,684,393       3/31/2007 (T-12)
 9.01            511,245         3/31/2005           559,574                3/31/2006       545,115       3/31/2007 (T-12)
 9.02            471,497         3/31/2005           506,394                3/31/2006       541,906       3/31/2007 (T-12)
 9.03            431,528         3/31/2005           425,677                3/31/2006       454,765       3/31/2007 (T-12)
 9.04            437,529         3/31/2005           481,561                3/31/2006       462,838       3/31/2007 (T-12)
 9.05            368,478         3/31/2005           436,099                3/31/2006       435,425       3/31/2007 (T-12)
 9.06            297,600         3/31/2005           283,927                3/31/2006       316,897       3/31/2007 (T-12)
 9.07            224,743         3/31/2005           245,760                3/31/2006       316,030       3/31/2007 (T-12)
 9.08            287,222         3/31/2005           262,338                3/31/2006       259,978       3/31/2007 (T-12)
 9.09            306,527         3/31/2005           260,205                3/31/2006       250,229       3/31/2007 (T-12)
 9.10             86,796         3/31/2005            87,525                3/31/2006       101,211       3/31/2007 (T-12)
  10                                               9,609,727               12/31/2006     9,662,804       2/28/2007 (T-12)
 10.01                                             1,266,927               12/31/2006     1,292,176       2/28/2007 (T-12)
 10.02                                             1,064,705               12/31/2006     1,097,033       2/28/2007 (T-12)
 10.03                                             1,105,810               12/31/2006     1,106,775       2/28/2007 (T-12)
 10.04                                             1,025,078               12/31/2006     1,020,327       2/28/2007 (T-12)
 10.05                                             1,125,415               12/31/2006     1,079,639       2/28/2007 (T-12)
 10.06                                               870,715               12/31/2006       856,462       2/28/2007 (T-12)
 10.07                                               859,393               12/31/2006       828,146       2/28/2007 (T-12)
 10.08                                               747,854               12/31/2006       844,490       2/28/2007 (T-12)
 10.09                                               778,922               12/31/2006       793,675       2/28/2007 (T-12)
 10.10                                               410,089               12/31/2006       402,178       2/28/2007 (T-12)
 10.11                                               354,819               12/31/2006       341,903       2/28/2007 (T-12)
  11          14,098,923        12/31/2005        14,494,751               12/31/2006    14,562,736       3/31/2007 (T-12)
  12
  13           2,661,755        12/31/2004         2,517,780               12/31/2005     4,455,269             12/31/2006
 13.01         2,110,255        12/31/2004         1,813,617               12/31/2005     3,422,071             12/31/2006
 13.02           551,500        12/31/2004           704,163               12/31/2005     1,033,198             12/31/2006
  14          12,337,899        12/31/2005        12,129,394               12/31/2006    16,911,288       2/28/2007 (T-12)
  15           3,526,026        12/31/2004         3,838,252               12/31/2005     4,006,308             12/31/2006
 15.01
 15.02
  16
  17           3,679,206        12/31/2005         3,086,896               12/31/2006     3,097,613       3/31/2007 (T-12)
  18
  19           3,114,247        12/31/2004         3,338,648               12/31/2005     3,338,754             12/31/2006
  20                                                                                      2,973,380             12/31/2006
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21
  22           1,589,762        12/31/2004         1,599,598               12/31/2005     2,164,904             12/31/2006
  23           2,568,714        12/31/2005         2,716,351               12/31/2006     2,769,238       3/31/2007 (T-12)
  24           2,185,567        12/31/2004         2,225,088               12/31/2005     2,287,930             12/31/2006
  25           2,252,044        12/31/2005         2,313,751               12/31/2006     2,325,160       1/31/2007 (T-12)
               1,145,687           Various         1,950,210                  Various     3,376,420                Various
  26           1,145,687        12/31/2005         1,030,182               12/31/2006     1,105,110       4/30/2007 (T-12)
  27                                                 920,028               12/31/2006     1,267,592       4/30/2007 (T-12)
  28                                                                                      1,003,718   4/30/2007 (T-4 Ann.)
  29                                               1,127,553               12/31/2005     1,654,462             12/31/2006
  30           2,306,916        12/31/2004         2,124,954               12/31/2005     2,155,680             12/31/2006
  31           2,299,836        12/31/2005         2,552,854               12/31/2006     2,420,654       3/31/2007 (T-12)
  32           1,830,827        12/31/2005         1,637,686               12/31/2006     1,668,936       1/31/2007 (T-12)
  33           1,620,369        12/31/2005         1,666,856               12/31/2006     1,745,961       3/31/2007 (T-12)
  34           1,460,879        12/31/2005         1,572,156               12/31/2006     1,585,152       5/31/2007 (T-12)
  35           1,469,361        12/31/2004         1,464,169               12/31/2005     1,482,667             12/31/2006
  36
  37           1,353,287        12/31/2005         1,453,803               12/31/2006     1,488,894       3/31/2007 (T-12)
  38           1,519,140        12/31/2005         1,437,508               12/31/2006     1,487,016       1/31/2007 (T-12)
  39
  40

  41
  42
  43
  44           1,326,158        12/31/2005         1,589,460               12/31/2006     1,602,256       2/28/2007 (T-12)
  45           2,028,966        12/31/2005         2,871,595               12/31/2006     3,089,487       3/31/2007 (T-12)
  46             877,126        12/31/2005         1,178,240               12/31/2006     1,206,428              3/31/2007
 46.01           189,147        12/31/2005           313,157               12/31/2006       417,359              3/31/2007
 46.02           543,352        12/31/2005           525,723               12/31/2006       522,078              3/31/2007
 46.03
 46.04            53,261        12/31/2005           144,457               12/31/2006       142,918              3/31/2007
 46.05            96,524        12/31/2005           194,899               12/31/2006       211,521              3/31/2007
  47           1,598,612        12/31/2004         1,533,847               12/31/2005     1,544,313             12/31/2006
  48           1,476,617        12/31/2004         1,701,877               12/31/2005     1,539,873             12/31/2006
  49
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50           1,072,689        12/31/2005         1,311,088               12/31/2006     1,318,440       1/31/2007 (T-12)
  51           1,162,048        12/31/2005         1,347,720               12/31/2006     1,393,325       3/31/2007 (T-12)
  52
  53           1,123,148        12/31/2005         1,506,737               12/31/2006     1,603,966       4/30/2007 (T-12)
 53.01
 53.02
  54           1,170,496        12/31/2005         1,250,362               12/31/2006     1,349,240        4/30/2007 (YTD)
  55           1,594,467        12/31/2005         1,648,420               12/31/2006     1,638,815       2/28/2007 (T-12)
  56
  57           1,424,213        12/31/2005         1,750,780               12/31/2006     2,027,168       3/31/2007 (T-12)
  58           1,074,824        12/31/2005         1,123,575               12/31/2006     1,287,366       5/31/2007 (T-12)
  59             641,123        12/31/2005         1,109,940               12/31/2006     1,049,871       3/31/2007 (T-12)
  60
  61
  62           1,279,596        12/31/2005         1,208,629               12/31/2006     1,220,625       1/31/2007 (T-12)
  63            -101,607        12/31/2004          -223,322               12/31/2005      -374,961             12/31/2006
  64           1,253,306        12/31/2005         1,250,995               12/31/2006     1,238,683       5/31/2007 (T-12)
  65           1,060,830        12/31/2005         1,222,107               12/31/2006     1,322,827       5/31/2007 (T-12)
  66                                                 891,312               12/31/2005       993,332             12/31/2006
  67
  68                                                 394,011               12/31/2005       448,081             12/31/2006
  69
  70           1,175,501        12/31/2005         1,226,247               12/31/2006     1,204,650       2/28/2007 (T-12)
  71           1,311,445        12/31/2005         1,458,046               12/31/2006     1,447,486       3/31/2007 (T-12)
  72           1,341,868        12/31/2005         1,116,571               12/31/2006     1,001,054       3/31/2007 (T-12)
  73             724,186        12/31/2005         1,097,098               12/31/2006     1,216,450       4/30/2007 (T-12)
  74             508,711        12/31/2005           900,918               12/31/2006       912,323       1/31/2007 (T-12)
  75                                                                                        641,011       6/30/2007 (T-12)
  76           1,009,355        12/31/2004           798,655               12/31/2005       764,772              3/31/2006
  77
  78           1,175,965        12/31/2005         1,261,903               12/31/2006     1,223,908       3/31/2007 (T-12)
  79             597,544        12/31/2004           632,808               12/31/2005       742,358             12/31/2006
  80                                                 894,504               12/31/2005       799,254             12/31/2006
  81             533,687        12/31/2005           652,467               12/31/2006       608,014       3/31/2007 (T-12)
  82             740,198        12/31/2005           795,110               12/31/2006       864,225       6/30/2007 (T-12)
  83
  84             712,344        12/31/2004           751,613               12/31/2005       830,147             12/31/2006
 84.01
 84.02
  85             520,428        12/31/2004           590,368               12/31/2005       602,555             12/31/2006
  86
  87                                                 128,158               12/31/2006       292,874       3/31/2007 (T-12)
  88
  89             562,630        12/31/2005           701,550               12/31/2006       735,604       4/30/2007 (T-12)
  90                                               1,257,012               12/31/2006     1,202,287       3/31/2007 (T-12)
  91             729,968        12/31/2005           790,505               12/31/2006       842,641       4/30/2007 (T-12)
  92             885,447        12/31/2005           984,423               12/31/2006       998,383       3/31/2007 (T-12)
  93             433,761        12/31/2005         1,278,455               12/31/2006     1,368,267       1/31/2007 (T-12)
  94             619,852        12/31/2005           652,737               12/31/2006       636,647       3/31/2007 (T-12)
  95
  96
  97           1,449,330        12/31/2004         1,504,327               12/31/2005     1,408,541             12/31/2006
  98             729,384        12/31/2005           776,685               12/31/2006       751,378       3/31/2007 (T-12)
  99             474,175        12/31/2005           883,631               12/31/2006       824,756       2/28/2007 (T-12)
  100            489,525        12/31/2005           585,392               12/31/2006       596,780       2/28/2007 (T-12)
  101            998,783        12/31/2005         1,063,588               12/31/2006     1,096,966       2/28/2007 (T-12)
101.01           749,309        12/31/2005           789,848               12/31/2006       818,233       2/28/2007 (T-12)
101.02           249,474        12/31/2005           273,740               12/31/2006       280,387       2/28/2007 (T-12)
  102
  103            789,593        12/31/2004           751,711               12/31/2005       788,649             12/31/2006
  104            525,983        12/31/2005           550,591               12/31/2006       623,039       3/31/2007 (T-12)
  105            868,132        12/31/2005         1,024,273               12/31/2006     1,116,665       3/31/2007 (T-12)
  106
  107            707,629        12/31/2004           741,664               12/31/2005       752,717             12/31/2006
  108                                                770,436               12/31/2005     1,190,727             12/31/2006
  109            466,658        12/31/2005           694,016               12/31/2006       732,232       2/28/2007 (T-12)
109.01
109.02
  110            490,939        12/31/2005           575,024               12/31/2006       806,536       4/30/2007 (T-12)
  111            582,710        12/31/2004           615,827               12/31/2005       590,179             12/31/2006
  112            584,636        12/31/2004           625,096               12/31/2005       684,908             12/31/2006
112.01
112.02
  113            980,455        12/31/2005           980,455               12/31/2006     1,005,126             12/31/2006
  114            888,899        12/31/2005           678,884               12/31/2006       716,654       2/28/2007 (T-12)
  115            472,589        12/31/2005           479,342               12/31/2006       506,459       3/31/2007 (T-12)
  116            938,897        12/31/2005           948,698               12/31/2006       963,120       2/28/2007 (T-12)
  117                                                876,967    12/31/2005 (T-4 Ann.)       884,323             12/31/2006
117.01                                               103,111    12/31/2005 (T-4 Ann.)       103,976             12/31/2006
117.02                                               103,111    12/31/2005 (T-4 Ann.)       103,976             12/31/2006
117.03                                                98,007    12/31/2005 (T-4 Ann.)        98,829             12/31/2006
117.04                                                93,738    12/31/2005 (T-4 Ann.)        94,524             12/31/2006
117.05                                                85,301    12/31/2005 (T-4 Ann.)        86,017             12/31/2006
117.06                                                84,364    12/31/2005 (T-4 Ann.)        85,072             12/31/2006
117.07                                                84,364    12/31/2005 (T-4 Ann.)        85,072             12/31/2006
117.08                                                79,677    12/31/2005 (T-4 Ann.)        80,345             12/31/2006
117.09                                                74,990    12/31/2005 (T-4 Ann.)        75,619             12/31/2006
117.10                                                70,303    12/31/2005 (T-4 Ann.)        70,893             12/31/2006
  118                                                832,652               12/31/2005       820,086             12/31/2006
  119            516,538        12/31/2004           496,129               12/31/2005       614,927             12/31/2006
  120            388,775        12/31/2005           378,317               12/31/2006       420,047       2/28/2007 (T-12)
  121
  122            734,860        12/31/2004           700,573               12/31/2005       504,908             12/31/2006
  123
  124                                                449,449               12/31/2005       560,439             12/31/2006
  125
  126            525,706        12/31/2005           552,933               12/31/2006       531,533       3/31/2007 (T-12)
  127            336,556        12/31/2005           571,892               12/31/2006       603,599       3/31/2007 (T-12)
  128            364,009        12/31/2004           405,426               12/31/2005       409,506       8/31/2006 (T-12)
  129
  130            673,000        12/31/2005           780,626               12/31/2006       807,050       4/30/2007 (T-12)
  131                                                131,960               12/31/2006       145,149       2/28/2007 (T-12)
  132                                                                                       300,000       2/28/2007 (T-12)
  133            164,723        12/31/2005           337,869               12/31/2006       365,279       4/30/2007 (T-12)
  134            418,769        12/31/2005           469,168               12/31/2006       471,796       2/28/2007 (T-12)
  135                                                410,773               12/31/2005       423,774             12/31/2006
  136            639,057        12/31/2005           708,910               12/31/2006       682,800       5/31/2007 (T-12)
  137            394,691        12/31/2005           499,335               12/31/2006       451,745       2/28/2007 (T-12)
  138
  139            136,175        12/31/2005           311,219               12/31/2006       357,508       5/31/2007 (T-12)
  140
  141            356,296        12/31/2005           388,597               12/31/2006       404,975       3/31/2007 (T-12)
  142            516,339        12/31/2005           533,617               12/31/2006       642,468       4/30/2007 (T-12)
  143            760,028        12/31/2004           773,555               12/31/2005       637,658             12/31/2006
143.01           488,270        12/31/2004           461,698               12/31/2005       516,283             12/31/2006
143.02           271,758        12/31/2004           311,857               12/31/2005       121,375             12/31/2006
  144
  145            360,261        12/31/2004           375,874               12/31/2005       339,482             12/31/2006
  146            461,502        12/31/2005           556,248               12/31/2006       597,899       2/28/2007 (T-12)
  147            385,675        12/31/2004           534,933               12/31/2005       708,044             12/31/2006
  148            364,765        12/31/2005           440,741               12/31/2006       453,511       3/31/2007 (T-12)
  149            149,963        12/31/2005           312,770               12/31/2006       463,060        3/31/2007 (T-3)
  150            432,972        12/31/2005           439,250               12/31/2006       458,844       4/30/2007 (T-12)
  151
  152            487,565        12/31/2004           559,064               12/31/2005       582,419             12/31/2006
  153
  154
  155            485,707        12/31/2005           612,853   12/31/2006 (T-12 Ann.)       631,983       5/31/2007 (T-12)
  156                                                197,772               12/31/2006       315,126       5/31/2007 (T-12)
  157            313,420        12/31/2005           346,820               12/31/2006       343,521       1/31/2007 (T-12)
  158            323,463        12/31/2004           368,457               12/31/2005       408,981             12/31/2006
  159                                                675,660               12/31/2006       153,617       3/31/2007 (T-12)
  160            285,734        12/31/2005           329,676               12/31/2006       348,758       3/31/2007 (T-12)
  161            410,376        12/31/2005           419,839               12/31/2006       430,722       4/30/2007 (T-12)
  162            348,622        12/31/2005           387,415               12/31/2006       414,236        3/31/2007 (T-3)
  163            397,686        12/31/2005           721,562               12/31/2006       519,411       3/31/2007 (T-12)
  164            176,445        12/31/2004           480,000               12/31/2005       480,000             12/31/2006
  165            180,838        12/31/2005           266,983               12/31/2006       245,241       3/31/2007 (T-12)
  166            346,485        12/31/2005           339,987               12/31/2006       307,367       4/30/2007 (T-12)
  167
  168
  169             89,505        12/31/2004           239,854               12/31/2005       228,419             12/31/2006
  170
  171            300,127        12/31/2005           342,807               12/31/2006       357,747       2/28/2007 (T-12)
  172
  172
  172
  172
  172
  173                                                301,369               12/31/2005       340,169             12/31/2006
  174            250,965        12/31/2005           373,224               12/31/2006       402,048       1/31/2007 (T-12)
  175                                                                                       320,120        2/28/2007 (YTD)
  176
  177            125,110        12/31/2005           222,445               12/31/2006       254,574       2/28/2007 (T-12)
  178
  179            334,199        12/31/2005           306,954               12/31/2006       303,419       3/31/2007 (T-12)
  180                                                121,689               12/31/2006       218,481       4/30/2007 (T-12)
  181
  182                                                                                       171,232       3/31/2007 (T-12)
  183            278,002        12/31/2005           363,700               12/31/2006       354,458        4/30/2007 (YTD)
  183            227,639        12/31/2005           297,812               12/31/2006       290,245        4/30/2007 (YTD)
  183             50,363        12/31/2005            65,888               12/31/2006        64,213        4/30/2007 (YTD)
  184
  185
  186            201,602        12/31/2005           197,391               12/31/2006       202,940       3/31/2007 (T-12)
  187
  188            396,082        12/31/2004           421,210               12/31/2005       398,188       2/28/2007 (T-12)
  189            222,621        12/31/2005           247,910               12/31/2006       258,396       3/31/2007 (T-12)
  190            284,712        12/31/2005           290,229               12/31/2006       289,232   3/31/2007 (YTD Ann.)
  191
  191
  191
  192                                                                                       260,956   3/31/2007 (YTD Ann.)
  193            270,063        12/31/2004           422,993               12/31/2005       426,199             12/31/2006
  193            133,081        12/31/2004           160,020               12/31/2005       173,803             12/31/2006
  193             39,137        12/31/2004            98,650               12/31/2005        96,600             12/31/2006
  193             55,836        12/31/2004            95,739               12/31/2005        97,602             12/31/2006
  193             42,009        12/31/2004            68,584               12/31/2005        58,193             12/31/2006
  194            275,607        12/31/2005           305,674               12/31/2006       301,525       3/31/2007 (T-12)
  195             40,257        12/31/2004            58,689               12/31/2005       138,188             12/31/2006
  196            229,781        12/31/2005           177,282               12/31/2006       162,843       3/31/2007 (T-12)
  197            174,819        12/31/2005           234,646               12/31/2006       234,655       1/31/2007 (T-12)
  198                                                171,579               12/31/2005       190,814             12/31/2006
  199
  200            314,558        12/31/2005           324,541               12/31/2006       319,665       1/31/2007 (T-12)
  201                                                                                       109,789      10/31/2006 (T-12)
  202                                                                                       385,015   2/28/2007 (T-3 Ann.)
  203            213,303        12/31/2005           219,150               12/31/2006       217,683       1/31/2007 (T-12)
  204
  205            254,905        12/31/2005           240,571               12/31/2006       213,424       3/31/2007 (T-12)
  206
  207                                                                                       239,149   3/31/2007 (YTD Ann.)
  208             74,291        12/31/2005           247,213               12/31/2006       208,049       4/30/2007 (T-12)
  209                                                247,182               12/31/2005       248,568             12/31/2006
  210                                                                                       136,829   4/31/2007 (YTD Ann.)
  211            185,912        12/31/2005           164,395               12/31/2006       160,864       3/31/2007 (T-12)
  212
  212
  212
  213
  214
  215
  216            100,844        12/31/2005           313,027               12/31/2006       310,542       1/31/2007 (T-12)
  217            327,617        12/31/2005           402,406               12/31/2006       456,139       3/31/2007 (T-12)
  218
  219                                                                                       298,142             12/31/2006
  220            325,825        12/31/2004           316,952               12/31/2005       364,984             12/31/2006
  221
  222
  223            219,816        12/31/2005           174,022               12/31/2006       207,031       2/28/2007 (T-12)
  224            164,250        12/31/2004           184,822               12/31/2005       200,900             12/31/2006
  225                                                194,535               12/31/2005       231,729             12/31/2006
  226            162,936        12/31/2004           179,078               12/31/2005       180,480             12/31/2006
  227            210,406        12/31/2004           212,151               12/31/2005       273,399             12/31/2006
  228                                                                                       214,780             12/31/2006
  229                                                                                       189,926             12/31/2006
  230
  231            233,682        12/31/2005           252,586               12/31/2006       264,940       4/30/2007 (T-12)
  232            183,975        12/31/2005           211,492               12/31/2006       197,957       4/30/2007 (T-12)
  233            133,296        12/31/2004           141,678   12/31/2005 (T-11 Ann.)       159,379             12/31/2006
  234
  235
  236            207,938        12/31/2005           211,009               12/31/2006       202,594       4/30/2007 (T-12)
  237
  238
  239            142,419        12/31/2005           148,597               12/31/2006       144,239       2/28/2007 (T-12)
  240
  241
  242            185,884        12/31/2005           191,326               12/31/2006       185,344   3/31/2007 (YTD Ann.)
  243
  244            236,760        12/31/2004           238,274               12/31/2005       235,005             12/31/2006
  245                                                                                       162,571             12/31/2006
  246            155,572        12/31/2005           152,472               12/31/2006       133,416       3/31/2007 (T-12)
  247                                                211,952               12/31/2006       159,915       1/31/2007 (T-12)
  248
  249            114,624        12/31/2005           146,190               12/31/2006       120,179       1/31/2007 (T-12)
  250                                                                                        53,844             12/31/2006
  251                                                194,397               12/31/2005       218,663             12/31/2006
  252
  253                                                180,379               12/31/2005       182,407             12/31/2006
  254
  255            127,146        12/31/2004           150,935               12/31/2005       127,844             12/31/2006
  256            154,744        12/31/2005            88,223               12/31/2006       127,288       4/30/2007 (T-12)
  257            118,667        12/31/2005           110,474               12/31/2006       120,179       3/31/2007 (T-12)
  258
  259            123,507        12/31/2005           141,931               12/31/2006       104,488       3/31/2007 (T-12)
  260            165,149        12/31/2004           179,819               12/31/2005       187,231             12/31/2006
  261            131,670        12/31/2005           129,520               12/31/2006       132,070       1/31/2007 (T-12)
  262                                                115,447               12/31/2005       174,762             12/31/2006
  263                                                                                       174,000       2/28/2007 (T-12)
  264                                                                                        98,600   2/28/2007 (YTD Ann.)
  265             26,477        12/31/2005            91,378               12/31/2006        88,494       1/31/2007 (T-12)
  266
  267
  268            114,399        12/31/2004           125,141               12/31/2005       150,570             12/31/2006
  269                                                 48,058               12/31/2006        66,743       3/31/2007 (T-12)
  270
  271


                                                                                                    CUT-OFF
                                                      UW                      UW                      DATE             ORIGINAL
LOAN #   UW REVENUES   UW EXPENSES   UW NOI ($)   NCF ($)(2)      DSCR (X)(2)(3)(4)(6)(7)(11)   LTV (%)(3)(5)(7)  BALANCE ($)(8)(11)
------------------------------------------------------------------------------------------------------------------------------------

   1      54,570,392    20,582,578   33,987,814   31,917,174               1.17                       77.5               384,750,000
 1.01      1,549,193       582,262      966,931      903,491                                                              11,120,000
 1.02      1,275,193       370,751      904,442      854,782                                                              10,310,000
 1.03      1,574,889       705,199      869,690      813,790                                                              10,122,000
 1.04      1,339,582       484,748      854,834      821,814                                                              10,120,000
 1.05      1,211,814       433,754      778,060      739,840                                                               9,160,000
 1.06      1,175,573       454,257      721,316      685,176                                                               8,568,000
 1.07      1,303,691       567,953      735,738      674,378                                                               8,450,000
 1.08      1,160,940       463,329      697,611      645,611                                                               8,400,000
 1.09      1,045,725       333,546      712,179      679,939                                                               8,200,000
 1.10      1,241,651       480,016      761,635      707,555                                                               7,600,000
 1.11      1,091,345       419,969      671,376      626,396                                                               7,190,000
 1.12      1,057,516       372,887      684,629      641,729                                                               7,160,000
 1.13        880,232       311,446      568,786      537,326                                                               7,140,000
 1.14        949,246       336,051      613,195      564,835                                                               6,880,000
 1.15        841,232       303,456      537,776      511,516                                                               6,610,000
 1.16        849,804       294,767      555,037      523,837                                                               6,400,000
 1.17        945,658       405,069      540,589      507,309                                                               6,300,000
 1.18        794,067       287,023      507,044      482,604                                                               6,290,000
 1.19        830,899       290,255      540,644      514,904                                                               6,290,000
 1.20        856,557       324,202      532,355      505,835                                                               6,230,000
 1.21        901,783       304,350      597,433      568,573                                                               6,160,000
 1.22        801,579       298,718      502,861      469,321                                                               5,920,000
 1.23        846,709       328,263      518,446      481,266                                                               5,860,000
 1.24        905,904       390,711      515,193      474,373                                                               5,820,000
 1.25        774,417       287,767      486,650      453,370                                                               5,750,000
 1.26        694,380       215,075      479,305      452,005                                                               5,480,000
 1.27        773,926       303,070      470,856      447,976                                                               5,280,000
 1.28        757,245       287,819      469,426      444,206                                                               5,200,000
 1.29        779,627       286,742      492,885      458,825                                                               5,040,000
 1.30        775,501       329,263      446,238      411,398                                                               5,010,000
 1.31        777,416       290,441      486,975      456,555                                                               5,000,000
 1.32        765,657       297,449      468,208      437,008                                                               4,980,000
 1.33        783,558       332,553      451,005      419,545                                                               4,940,000
 1.34        721,452       257,679      463,773      437,253                                                               4,800,000
 1.35        598,455       232,429      366,026      341,586                                                               4,790,000
 1.36        655,741       211,735      444,006      420,866                                                               4,790,000
 1.37        682,098       227,830      454,268      435,548                                                               4,720,000
 1.38        601,977       222,700      379,277      361,857                                                               4,580,000
 1.39        677,121       261,079      416,042      393,422                                                               4,480,000
 1.40        708,001       303,850      404,151      372,951                                                               4,480,000
 1.41        645,395       306,255      339,140      314,440                                                               4,290,000
 1.42        549,158       145,416      403,742      385,022                                                               4,250,000
 1.43        548,426       190,370      358,056      339,336                                                               4,240,000
 1.44        545,755       204,082      341,673      325,293                                                               4,220,000
 1.45        528,779       209,903      318,876      299,376                                                               4,040,000
 1.46        501,388       161,505      339,883      318,303                                                               4,000,000
 1.47        551,747       191,255      360,492      338,912                                                               4,000,000
 1.48        498,986       192,476      306,510      288,830                                                               3,970,000
 1.49        586,264       245,203      341,061      323,381                                                               3,950,000
 1.50        572,829       229,006      343,823      319,643                                                               3,800,000
 1.51        511,440       164,705      346,735      327,495                                                               3,660,000
 1.52        500,192       166,564      333,628      312,828                                                               3,600,000
 1.53        567,422       215,243      352,179      328,779                                                               3,560,000
 1.54        447,301       143,174      304,127      284,107                                                               3,540,000
 1.55        510,164       184,711      325,453      310,893                                                               3,520,000
 1.56        463,028       144,610      318,418      298,398                                                               3,520,000
 1.57        480,136       182,080      298,056      278,036                                                               3,490,000
 1.58        482,725       214,945      267,780      249,580                                                               3,380,000
 1.59        506,859       207,376      299,483      278,683                                                               3,360,000
 1.60        433,458       137,210      296,248      278,828                                                               3,350,000
 1.61        399,157       101,796      297,361      283,321                                                               3,280,000
 1.62        474,853       182,823      292,030      273,050                                                               3,280,000
 1.63        480,609       203,631      276,978      258,258                                                               3,210,000
 1.64        466,821       167,612      299,209      279,449                                                               3,200,000
 1.65        503,604       197,989      305,615      286,895                                                               3,010,000
 1.66        481,790       220,425      261,365      243,685                                                               2,980,000
 1.67        403,169       150,612      252,557      238,777                                                               2,720,000
 1.68        430,156       149,926      280,230      264,890                                                               2,680,000
 1.69        406,946       172,292      234,654      219,054                                                               2,640,000
 1.70        422,163       186,628      235,535      218,115                                                               2,580,000
 1.71        347,553       126,624      220,929      205,849                                                               2,560,000
 1.72        389,239       151,699      237,540      221,160                                                               2,430,000
 1.73        390,630       182,664      207,966      191,326                                                               2,400,000
 1.74        340,157       139,259      200,898      185,298                                                               2,250,000
 1.75        305,968       121,941      184,027      171,027                                                               2,250,000
 1.76        318,186       117,150      201,036      187,776                                                               2,080,000
 1.77        325,847       150,035      175,812      159,692                                                               2,060,000
 1.78        294,738       132,914      161,824      148,824                                                               1,780,000
   2      47,098,610    17,928,647   29,169,963   27,385,323               1.17                       77.3               330,250,000
 2.01      1,379,164       380,347      998,817      959,297                                                              10,320,000
 2.02      1,489,961       525,195      964,766      911,726                                                               9,840,000
 2.03      1,494,040       589,861      904,179      838,139                                                               9,000,000
 2.04      1,113,828       411,963      701,865      670,665                                                               8,400,000
 2.05      1,111,828       437,932      673,896      646,596                                                               8,180,000
 2.06      1,089,391       414,304      675,087      649,607                                                               7,640,000
 2.07        821,788       213,356      608,432      582,172                                                               7,180,000
 2.08        776,024       210,047      565,977      536,597                                                               6,620,000
 2.09        896,944       353,318      543,626      514,506                                                               6,380,000
 2.10        849,633       348,753      500,880      473,320                                                               6,150,000
 2.11        785,292       318,357      466,935      438,075                                                               5,950,000
 2.12        801,396       313,003      488,393      452,513                                                               5,760,000
 2.13        779,556       265,916      513,640      484,000                                                               5,640,000
 2.14        816,301       309,974      506,327      476,427                                                               5,600,000
 2.15        803,026       276,916      526,110      493,350                                                               5,600,000
 2.16        830,385       344,043      486,342      458,262                                                               5,440,000
 2.17        696,066       225,407      470,659      445,959                                                               5,400,000
 2.18        786,386       281,250      505,136      476,016                                                               5,250,000
 2.19        603,087       146,425      456,662      439,242                                                               5,120,000
 2.20        700,933       257,387      443,546      410,526                                                               5,040,000
 2.21        708,660       232,641      476,019      447,419                                                               4,940,000
 2.22        684,728       271,217      413,511      390,891                                                               4,870,000
 2.23        667,721       278,123      389,598      363,858                                                               4,860,000
 2.24        784,337       327,376      456,961      422,901                                                               4,830,000
 2.25        612,294       229,264      383,030      364,310                                                               4,800,000
 2.26        629,335       258,859      370,476      354,096                                                               4,730,000
 2.27        639,599       256,862      382,737      359,077                                                               4,650,000
 2.28        750,922       340,185      410,737      371,997                                                               4,650,000
 2.29        614,830       238,738      376,092      355,032                                                               4,610,000
 2.30        643,555       275,966      367,589      348,869                                                               4,580,000
 2.31        615,362       250,254      365,108      340,148                                                               4,430,000
 2.32        694,235       328,603      365,632      331,052                                                               4,430,000
 2.33        614,004       264,309      349,695      319,795                                                               4,380,000
 2.34        549,262       150,568      398,694      377,894                                                               4,320,000
 2.35        533,933       176,681      357,252      337,232                                                               4,280,000
 2.36        625,422       251,146      374,276      348,276                                                               4,240,000
 2.37        523,144       198,757      324,387      306,187                                                               3,900,000
 2.38        531,591       182,160      349,431      333,051                                                               3,810,000
 2.39        493,163       159,514      333,649      315,969                                                               3,800,000
 2.40        534,184       206,586      327,598      306,018                                                               3,740,000
 2.41        539,557       222,358      317,199      296,919                                                               3,700,000
 2.42        527,359       208,386      318,973      297,913                                                               3,640,000
 2.43        519,537       204,276      315,261      293,941                                                               3,600,000
 2.44        539,141       218,991      320,150      294,150                                                               3,560,000
 2.45        530,239       232,151      298,088      280,928                                                               3,450,000
 2.46        502,002       233,557      268,445      248,685                                                               3,430,000
 2.47        465,600       156,660      308,940      290,740                                                               3,360,000
 2.48        449,854       154,941      294,913      280,353                                                               3,320,000
 2.49        586,404       231,417      354,987      335,487                                                               3,320,000
 2.50        424,704       133,246      291,458      274,818                                                               3,180,000
 2.51        365,577       112,791      252,786      237,706                                                               3,150,000
 2.52        428,196       159,616      268,580      250,120                                                               3,120,000
 2.53        478,273       205,062      273,211      252,931                                                               3,080,000
 2.54        469,151       198,315      270,836      250,816                                                               3,020,000
 2.55        425,027       181,068      243,959      227,839                                                               3,000,000
 2.56        407,688       173,650      234,038      219,738                                                               3,000,000
 2.57        473,768       224,127      249,641      230,401                                                               3,000,000
 2.58        389,323       142,337      246,986      231,126                                                               2,910,000
 2.59        383,148       110,353      272,795      257,195                                                               2,880,000
 2.60        529,474       289,393      240,081      207,841                                                               2,820,000
 2.61        369,251       122,957      246,294      230,694                                                               2,640,000
 2.62        386,455       156,053      230,402      214,802                                                               2,640,000
 2.63        411,783       161,477      250,306      233,666                                                               2,640,000
 2.64        357,263       117,139      240,124      226,864                                                               2,560,000
 2.65        448,569       179,367      269,202      248,402                                                               2,540,000
 2.66        358,263       158,232      200,031      181,831                                                               2,410,000
 2.67        328,150       121,544      206,606      191,786                                                               2,400,000
 2.68        394,492       140,999      253,493      238,153                                                               2,400,000
 2.69        379,296       156,144      223,152      207,552                                                               2,360,000
 2.70        376,112       162,235      213,877      200,357                                                               2,320,000
 2.71        333,053       123,071      209,982      197,762                                                               2,240,000
 2.72        362,396       166,503      195,893      180,293                                                               2,220,000
 2.73        278,829        93,255      185,574      171,534                                                               2,080,000
 2.74        307,542       129,335      178,207      163,907                                                               2,080,000
 2.75        367,121       145,699      221,422      205,822                                                               2,080,000
 2.76        301,670       130,530      171,140      158,140                                                               1,920,000
 2.77        265,944       115,114      150,830      137,830                                                               1,730,000
 2.78        315,930       126,141      189,789      177,309                                                               1,680,000
 2.79        247,159       128,589      118,570      107,910                                                               1,410,000
   3      28,474,861     8,277,910   20,196,952   19,402,834               1.19                       79.8               280,000,000
   4     108,269,932    39,427,229   68,842,703   60,329,044               1.43                       79.5               247,302,419
 4.01     16,642,092     7,215,567    9,426,525    8,260,413                                                              34,630,982
 4.02     11,156,984     4,055,647    7,101,337    6,428,100                                                              26,447,908
 4.03     10,294,970     3,781,218    6,513,751    5,700,405                                                              23,265,602
 4.04      8,915,676     3,616,724    5,298,952    4,697,239                                                              20,379,333
 4.05      8,970,808     3,090,686    5,880,121    5,154,924                                                              19,575,196
 4.06      6,809,150     2,457,107    4,352,044    3,636,110                                                              15,561,000
 4.07      5,257,358     1,620,689    3,636,669    3,339,412                                                              14,764,167
 4.08      5,653,481     2,410,712    3,242,769    2,752,342                                                              12,254,067
 4.09      4,060,813     1,049,748    3,011,065    2,736,837                                                              11,926,964
 4.10      3,702,686       851,788    2,850,898    2,579,816                                                               9,226,014
 4.11      4,262,204     1,582,144    2,680,061    2,235,686                                                               8,717,915
 4.12      4,039,812     1,620,061    2,419,751    2,070,721                                                               8,370,268
 4.13      3,180,257     1,011,574    2,168,682    1,832,377                                                               7,380,812
 4.14      2,572,414       727,046    1,845,368    1,676,509                                                               7,225,554
 4.15      3,287,486     1,129,710    2,157,776    1,743,668                                                               6,712,260
 4.16      3,226,908     1,053,712    2,173,196    1,940,750                                                               6,685,518
 4.17      2,684,376     1,065,981    1,618,396    1,400,612                                                               5,273,750
 4.18      1,584,832       338,876    1,245,956    1,134,029                                                               4,679,862
 4.19      1,967,625       748,239    1,219,386    1,009,094                                                               4,225,247
   5      34,044,265     9,368,629   24,675,636   23,132,153               1.27                       66.3               140,000,000
 5.01      6,871,516     1,890,970    4,980,546    4,669,008                                                              28,257,687
 5.02      4,445,936     1,223,475    3,222,460    3,020,893                                                              18,282,991
 5.03      4,223,163     1,162,171    3,060,992    2,869,524                                                              17,366,884
 5.04      3,942,574     1,084,955    2,857,618    2,678,872                                                              16,213,020
 5.05      3,595,592       989,470    2,606,123    2,443,107                                                              14,786,130
 5.06      2,787,802       767,174    2,020,627    1,894,235                                                              11,464,257
 5.07      2,578,007       709,441    1,868,566    1,751,686                                                              10,601,521
 5.08      2,280,487       627,566    1,652,920    1,549,529                                                               9,378,030
 5.09      1,324,656       364,532      960,124      900,068                                                               5,447,373
 5.10      1,046,368       287,950      758,418      710,978                                                               4,302,971
 5.11        948,166       260,925      687,240      644,253                                                               3,899,136
          19,986,392     6,060,320   13,926,072   13,746,858               1.38                       69.2               136,000,000
   6       5,206,367     1,583,318    3,623,048    3,590,798               1.38                       69.2                36,170,000
 6.01      1,301,832       343,092      958,740      951,570                                                               9,539,000
 6.02        888,434       205,422      683,012      678,185                                                               6,857,000
 6.03        980,655       332,033      648,622      641,550                                                               6,494,000
 6.04        908,899       326,445      582,454      577,581                                                               5,763,000
 6.05        588,869       197,443      391,425      386,915                                                               3,928,000
 6.06        537,678       178,884      358,794      354,997                                                               3,589,000
   7       4,831,437     1,284,572    3,546,865    3,517,744               1.38                       69.2                34,330,000
 7.01      2,088,138       393,407    1,694,731    1,682,330                                                              15,760,000
 7.02        655,457       210,773      444,684      440,532                                                               4,547,000
 7.03        575,702       174,785      400,917      398,565                                                               3,825,000
 7.04        617,987       246,899      371,088      368,260                                                               3,812,000
 7.05        494,922       123,746      371,176      368,073                                                               3,756,000
 7.06        399,231       134,962      264,269      259,984                                                               2,630,000
   8       5,049,750     1,617,487    3,432,262    3,371,070               1.38                       69.2                33,500,000
 8.01      1,222,082       284,104      937,978      922,314                                                               9,017,000
 8.02        600,252       126,013      474,240      469,803                                                               4,614,000
 8.03        689,588       224,479      465,108      461,467                                                               4,571,000
 8.04        538,799       129,940      408,859      405,012                                                               4,105,000
 8.05        427,759       175,388      252,371      245,700                                                               2,455,000
 8.06        346,270       119,314      226,957      221,750                                                               2,184,000
 8.07        322,275       117,114      205,161      201,846                                                               1,992,000
 8.08        281,884       118,094      163,790      159,678                                                               1,693,000
 8.09        280,971       117,049      163,923      157,893                                                               1,547,000
 8.10        339,869       205,993      133,875      125,607                                                               1,322,000
   9       4,898,838     1,574,942    3,323,896    3,267,246               1.38                       69.2                32,000,000
 9.01        666,264       161,313      504,951      497,071                                                               4,902,000
 9.02        694,087       198,704      495,383      489,255                                                               4,821,000
 9.03        550,065       123,503      426,562      422,797                                                               4,120,000
 9.04        594,071       172,704      421,367      415,457                                                               4,078,000
 9.05        585,645       203,282      382,363      372,372                                                               3,661,000
 9.06        439,728       155,986      283,741      279,911                                                               2,786,000
 9.07        428,607       146,430      282,177      276,587                                                               2,715,000
 9.08        373,772       141,689      232,083      228,046                                                               2,265,000
 9.09        348,344       121,417      226,927      223,746                                                               1,984,000
 9.10        218,254       149,913       68,342       62,003                                                                 668,000
  10      20,675,555    10,213,667   10,461,888    9,735,888               1.29                       74.9               130,500,000
 10.01     2,613,594     1,213,122    1,400,472    1,312,472                                                              16,900,000
 10.02     2,396,003     1,085,844    1,310,159    1,233,909                                                              15,050,000
 10.03     1,871,586       802,431    1,069,155    1,017,155                                                              14,400,000
 10.04     2,465,297     1,370,265    1,095,032    1,002,032                                                              13,925,000
 10.05     2,124,491       979,752    1,144,739    1,078,739                                                              13,200,000
 10.06     1,625,883       734,672      891,211      842,211                                                              11,900,000
 10.07     2,188,729     1,245,918      942,811      834,561                                                              11,550,000
 10.08     1,870,063       989,631      880,432      813,932                                                              11,400,000
 10.09     1,717,983       857,834      860,149      799,149                                                              11,250,000
 10.10       838,761       398,090      440,671      408,671                                                               5,475,000
 10.11       963,165       536,108      427,057      393,057                                                               5,450,000
  11      20,213,409     6,868,675   13,344,734   12,678,164               1.91                       74.2               115,000,000
  12      25,924,812     8,260,555   17,664,256   16,742,507               1.06                       70.2               112,500,000
  13      11,712,657     5,501,942    6,210,715    5,808,067               1.50                       63.7                65,000,000
 13.01     8,968,470     3,686,896    5,281,574    4,969,161                                                              56,000,000
 13.02     2,744,187     1,815,046      929,141      838,906                                                               9,000,000
  14      34,229,912    12,639,968   21,589,944   21,355,255               1.40                       79.7                64,750,000
  15       5,454,996     1,270,783    4,184,213    4,119,253               1.33                       80.0                55,000,000
 15.01     4,920,030     1,100,321    3,819,709    3,775,869                                                              52,120,000
 15.02       310,464        90,138      220,326      215,846                                                               2,880,000
  16       6,847,610     2,397,624    4,449,986    4,159,633               1.50                       76.8                49,000,000
  17      11,202,000     6,896,311    4,305,689    3,863,210               1.52                       61.1                42,500,000
  18       4,404,905     1,259,080    3,145,825    3,059,347               1.06                       78.4                40,000,000
  19       4,518,451     1,246,700    3,271,751    3,107,678               1.20                       67.3                35,350,000
  20       4,759,694     1,684,569    3,075,124    2,944,924               1.26                       80.0                35,200,000
 20.01                                                                                                                     9,295,000
 20.02                                                                                                                     7,967,000
 20.03                                                                                                                     6,383,000
 20.04                                                                                                                     5,376,000
 20.05                                                                                                                     3,064,000
 20.06                                                                                                                       890,000
 20.07                                                                                                                       890,000
 20.08                                                                                                                       445,000
 20.09                                                                                                                       445,000
 20.10                                                                                                                       445,000
  21       4,767,472     1,684,179    3,083,293    2,872,266               1.19                       61.8                33,000,000
  22       3,938,166       910,236    3,027,929    2,907,997               1.22                       62.7                32,000,000
  23       8,517,573     5,385,015    3,132,558    2,796,114               1.53                       63.8                30,500,000
  24       3,280,845     1,006,425    2,274,420    2,144,023               1.28                       80.3                30,100,000
  25       2,891,468       636,860    2,254,608    2,150,697               1.27                       80.0                29,920,000
           9,495,608     6,268,929    3,226,679    2,846,855               1.35                       69.9                28,460,000
  26       3,402,769     2,285,364    1,117,405      981,294               1.35                       69.9                 9,760,000
  27       3,429,839     2,325,209    1,104,630      967,436               1.35                       69.9                 9,700,000
  28       2,663,000     1,658,355    1,004,645      898,125               1.35                       69.9                 9,000,000
  29       2,634,562       506,391    2,128,170    2,034,436               1.23                       78.5                28,250,000
  30       3,469,908     1,329,868    2,140,040    2,028,115               1.43                       79.9                25,500,000
  31       6,279,118     3,837,296    2,692,989    2,441,824               1.39                       76.3                24,500,000
  32       3,043,324     1,184,764    1,858,560    1,808,160               1.39                       80.0                23,120,000
  33       2,638,052       814,081    1,823,971    1,775,155               1.21                       68.9                22,600,000
  34       2,864,672     1,229,259    1,635,413    1,556,117               1.21                       76.6                22,500,000
  35       2,235,271       485,459    1,749,812    1,643,999               1.32                       80.0                22,400,000
  36       3,033,000     1,088,477    1,944,523    1,811,276               1.53                       62.9                21,000,000
  37       2,286,383       877,387    1,408,996    1,382,946               1.13                       75.0                21,000,000
  38       3,316,951     1,834,328    1,482,623    1,412,083               1.25                       80.0                20,160,000
  39       2,158,471       781,695    1,376,776    1,325,516               1.15                       79.7                20,000,000
  40       2,376,350       543,702    1,832,648    1,757,298               1.26                       78.1                20,000,000
           2,338,292       618,116    1,720,176    1,623,515               1.20                       63.5                19,550,000
  41         956,006       254,765      701,241      656,640               1.20                       63.5                 7,900,000
  42         783,515       224,040      559,475      531,948               1.20                       63.5                 6,400,000
  43         598,770       139,310      459,460      434,927               1.20                       63.5                 5,250,000
  44       2,499,383       937,148    1,562,235    1,537,395               1.38                       78.2                19,550,000
  45       8,278,543     5,471,916    2,806,627    2,479,625               1.79                       64.1                19,500,000
  46       2,169,065       636,271    1,532,803    1,441,086               1.17                       79.9                18,500,000
 46.01       607,765       181,311      426,454      406,454                                                               6,311,812
 46.02       592,358       152,702      439,656      418,819                                                               4,354,351
 46.03       448,278        82,931      365,347      339,927                                                               3,835,025
 46.04       259,054       118,262      140,792      127,792                                                               2,340,963
 46.05       261,619       101,065      160,554      148,094                                                               1,657,849
  47       2,974,073     1,312,250    1,661,823    1,564,811               1.15                       80.0                18,480,000
  48       2,025,684       362,027    1,663,657    1,606,265               1.20                       74.5                18,400,000
  49       2,684,903                  2,684,903    2,684,903               2.06                       52.1                18,300,000
 49.01       351,278                    351,278      351,278                                                               2,306,532
 49.02       218,362                    218,362      218,362                                                               1,524,756
 49.03       208,868                    208,868      208,868                                                               1,458,144
 49.04       208,868                    208,868      208,868                                                               1,414,224
 49.05       189,880                    189,880      189,880                                                               1,325,652
 49.06       183,234                    183,234      183,234                                                               1,279,536
 49.07       178,487                    178,487      178,487                                                               1,208,532
 49.08       166,145                    166,145      166,145                                                               1,125,084
 49.09       151,904                    151,904      151,904                                                               1,028,460
 49.10       128,169                    128,169      128,169                                                                 867,420
 49.11       118,675                    118,675      118,675                                                                 803,736
 49.12       113,928                    113,928      113,928                                                                 767,136
 49.13       104,434                    104,434      104,434                                                                 752,496
 49.14       104,434                    104,434      104,434                                                                 707,112
 49.15        85,446                     85,446       85,446                                                                 561,444
 49.16        61,711                     61,711       61,711                                                                 417,972
 49.17        58,863                     58,863       58,863                                                                 398,208
 49.18        52,217                     52,217       52,217                                                                 353,556
  50       2,954,731     1,563,761    1,390,969    1,329,769               1.30                       80.0                18,160,000
  51       3,149,784     1,660,791    1,488,993    1,419,393               1.34                       71.2                18,743,000
  52       2,171,462       716,348    1,455,114    1,416,054               1.22                       78.6                17,400,000
  53       1,887,159       370,815    1,516,345    1,438,112               1.21                       71.6                17,200,000
 53.01                                                                                                                     8,835,368
 53.02                                                                                                                     8,364,632
  54       2,061,485       627,061    1,434,423    1,400,367               1.43                       64.6                17,160,000
  55       2,732,743     1,155,957    1,576,786    1,428,289               1.27                       76.3                17,000,000
  56       1,675,545       452,114    1,223,431    1,210,169               1.28                       80.0                15,760,000
  57       4,953,505     3,075,334    1,878,170    1,680,030               1.51                       74.8                15,700,000
  58       1,660,183       349,993    1,310,190    1,249,393               1.20                       71.7                15,600,000
  59       1,872,643       713,434    1,159,209    1,113,883               1.23                       79.5                15,500,000
  60       2,401,288     1,145,266    1,256,023    1,159,626               1.31                       75.0                15,000,000
  61       2,622,476       565,674    2,056,801    1,965,990               1.77                       60.8                15,000,000
  62       2,604,440     1,393,768    1,210,672    1,151,147               1.39                       80.0                14,760,000
  63       1,594,597       447,174    1,147,423    1,124,614               1.26                       77.8                14,630,000
  64       2,092,423       825,650    1,266,773    1,163,231               1.15                       79.2                14,500,000
  65       1,993,175       739,657    1,253,518    1,191,518               1.15                       75.3                14,000,000
  66       1,452,776       424,694    1,028,082    1,020,439               1.29                       73.0                14,000,000
  67       1,238,850       205,166    1,033,685    1,029,185               1.34                       79.3                13,250,000
  68       1,319,791       380,790      939,001      869,408               1.19                       78.8                13,000,000
  69       1,533,300       381,831    1,151,469    1,135,505               1.28                       66.0                12,700,000
  70       1,741,898       608,191    1,133,707    1,080,036               1.38                       79.1                12,500,000
  71       4,212,712     2,709,822    1,502,889    1,334,381               1.51                       70.9                12,500,000
  72       2,226,583     1,172,847    1,053,735      983,125               1.44                       55.0                12,000,000
  73       7,481,286     5,956,799    1,524,486    1,228,601               1.32                       73.2                12,000,000
  74       1,931,320       986,587      944,733      912,902               1.38                       77.0                11,845,000
  75       1,644,568       616,441    1,028,127      998,727               1.20                       67.8                11,500,000
  76       1,574,101       454,850    1,119,251    1,041,840               1.28                       76.7                11,100,000
  77       1,320,731       321,212      999,519      988,620               1.53                       79.7                11,000,000
  78       1,919,049       551,831    1,367,218    1,261,555               1.53                       62.0                11,000,000
  79       1,658,247       806,264      851,983      840,818               1.10                       77.1                10,950,000
  80       1,145,602       350,408      795,194      760,832               1.19                       56.5                10,300,000
  81       1,283,862       431,808      852,054      830,504               1.08                       74.2                10,300,000
  82       1,349,285       425,971      923,313      890,313               1.21                       77.4                10,300,000
  83         985,254        29,558      955,696      896,370               1.21                       78.7                10,226,000
  84       1,058,026       218,094      839,932      803,928               1.33                       61.9                10,150,000
 84.01       876,652       183,087      693,565      663,321                                                               8,376,185
 84.02       181,374        35,007      146,367      140,607                                                               1,773,815
  85       1,428,609       727,997      700,612      685,909               1.21                       79.4                10,000,000
  86       1,172,658       268,706      903,953      861,821               1.16                       80.0                10,000,000
  87       1,403,688       516,881      886,807      848,407               1.26                       72.3                10,000,000
  88       1,452,309       503,707      948,602      867,825               1.20                       79.2                 9,975,000
  89       1,084,576       319,166      765,410      725,046               1.32                       74.0                 9,540,000
  90       4,081,955     2,901,522    1,180,433    1,017,155               1.40                       67.7                 9,500,000
  91       2,576,011     1,626,964      949,047      846,006               1.25                       80.0                 9,440,000
  92       2,454,359     1,498,801      954,450      857,384               1.31                       75.1                 9,330,000
  93       6,967,807     5,496,345    1,471,462    1,196,234               1.79                       74.4                 9,300,000
  94       1,078,769       365,699      713,070      687,349               1.22                       79.3                 9,200,000
  95         816,137       214,011      602,126      582,693               1.33                       78.9                 9,000,000
  96       1,003,903       228,617      775,286      753,586               1.40                       78.2                 8,995,000
  97       3,053,940     1,689,876    1,364,065    1,241,907               2.03                       64.2                 9,000,000
  98       1,441,684       555,158      886,526      783,934               1.25                       79.9                 8,960,000
  99       1,334,586       323,939    1,010,647      862,968               1.40                       59.2                 8,650,000
  100      1,036,504       395,595      640,909      597,134               1.20                       80.0                 8,592,000
  101      1,693,590       657,700    1,035,891      999,422               1.70                       49.9                 8,500,000
101.01     1,294,901       545,180      749,721      737,279                                                               6,379,988
101.02       398,689       112,520      286,170      262,143                                                               2,120,012
  102        956,987       155,009      801,978      749,600               1.25                       78.7                 8,500,000
  103      1,390,504       636,620      753,884      695,817               1.40                       77.8                 8,400,000
  104        946,283       201,067      745,216      722,468               1.25                       75.0                 8,250,000
  105      1,525,143       453,828    1,071,314      996,250               2.22                       44.4                 8,000,000
  106      1,207,304       352,761      854,543      778,657               1.77                       62.6                 7,700,000
  107        904,532       187,157      717,375      667,421               1.31                       73.8                 7,605,000
  108        917,964       121,017      796,947      775,311               1.34                       65.2                 7,500,000
  109      1,423,166       702,498      720,668      672,668               1.57                       79.8                 7,500,000
109.01                                                                                                                     5,000,000
109.02                                                                                                                     2,500,000
  110      3,142,335     2,234,615      907,721      782,027               1.45                       68.8                 7,500,000
  111        878,071       228,812      649,259      616,271               1.40                       80.0                 7,440,000
  112      1,185,308       474,406      710,902      666,900               1.23                       78.0                 7,330,000
112.01                                                                                                                     5,640,000
112.02                                                                                                                     1,690,000
  113      1,323,649       380,907      942,742      885,112               2.09                       51.8                 7,200,000
  114      2,812,822     1,957,103      855,719      744,613               1.31                       68.0                 7,200,000
  115        827,360       230,907      596,453      569,528               1.26                       78.9                 7,000,000
  116      2,775,180     1,741,358    1,033,822      922,814               1.73                       65.8                 7,000,000
  117        888,216                    888,216      888,216               1.53                       52.4                 7,150,000
117.01       104,434                    104,434      104,434                                                                 840,674
117.02       104,434                    104,434      104,434                                                                 840,674
117.03        99,265                     99,265       99,265                                                                 799,061
117.04        94,940                     94,940       94,940                                                                 764,249
117.05        86,395                     86,395       86,395                                                                 695,467
117.06        85,446                     85,446       85,446                                                                 687,855
117.07        85,446                     85,446       85,446                                                                 687,824
117.08        80,699                     80,699       80,699                                                                 649,611
117.09        75,952                     75,952       75,952                                                                 611,399
117.10        71,205                     71,205       71,205                                                                 573,186
  118      1,331,593       652,445      679,148      636,382               1.28                       79.9                 6,900,000
  119        973,266       339,555      633,711      594,481               1.25                       80.0                 6,800,000
  120      1,117,280       500,913      616,367      554,866               1.22                       71.4                 6,600,000
  121        813,229       232,033      581,196      556,245               1.23                       76.3                 6,585,000
  122      1,101,673       453,927      647,746      576,546               1.26                       63.7                 6,500,000
  123        795,592       227,045      568,547      544,709               1.23                       76.1                 6,415,000
  124        763,896       163,556      600,340      564,826               1.23                       78.0                 6,400,000
  125        990,291       253,953      736,338      696,660               1.55                       51.3                 6,330,000
  126        782,255       182,060      600,196      567,115               1.44                       63.6                 6,250,000
  127      1,356,213       697,649      658,564      570,228               1.33                       80.0                 6,200,000
  128        820,457       377,457      443,000      439,080               1.25                       74.7                 6,099,000
  129        917,672       329,470      588,203      562,279               1.28                       67.6                 6,080,000
  130      1,670,385       960,215      702,683      626,651               1.36                       73.6                 5,980,000
  131        681,619       141,125      540,495      504,290               1.21                       79.5                 5,975,000
  132        544,853        98,079      446,774      444,551               1.20                       75.6                 5,672,000
  133        598,297       118,174      480,123      456,622               1.17                       73.3                 5,500,000
  134        661,184       159,713      501,471      480,076               1.27                       79.9                 5,360,000
  135        615,804       194,609      421,195      414,795               1.35                       76.1                 5,250,000
  136      1,780,258     1,172,965      678,503      607,293               1.46                       37.7                 5,100,000
  137        935,702       484,189      451,513      413,513               1.46                       75.8                 5,000,000
  138        595,510       175,717      419,794      397,145               1.09                       75.8                 5,000,000
  139        575,626       132,726      442,900      411,283               1.17                       77.5                 5,000,000
  140        541,200       120,963      420,237      402,856               1.13                       75.1                 5,000,000
  141        713,603       280,867      432,736      425,184               1.25                       77.7                 4,881,000
  142      1,530,705       905,858      624,847      578,926               1.56                       74.8                 4,800,000
  143      1,436,945       858,143      578,802      567,602               1.53                       55.4                 4,780,000
143.01       915,067       436,519      478,548      472,348                                                               3,967,400
143.02       521,878       421,624      100,254       95,254                                                                 812,600
  144        424,874        12,747      412,127      412,127               1.42                       69.5                 4,775,000
  145        573,751       188,847      384,904      359,185               1.34                       79.2                 4,750,000
  146      1,490,095       952,697      598,641      537,398               1.35                       74.5                 4,725,000
  147        913,074       281,023      632,051      568,002               1.61                       58.7                 4,700,000
  148        734,935       267,746      467,188      456,731               1.57                       67.4                 4,650,000
  149      1,088,473       652,161      436,312      399,312               1.27                       78.6                 4,600,000
  150        596,557       192,985      403,571      385,571               1.19                       77.6                 4,500,000
  151        632,247       143,290      488,957      457,552               1.42                       67.7                 4,500,000
  152        560,691       119,512      441,179      396,178               1.25                       79.9                 4,475,000
  153        521,286       121,573      399,713      387,431               1.20                       67.8                 4,465,000
  154        608,048       141,403      466,645      453,980               1.71                       60.7                 4,250,000
  155      6,285,252     5,581,746      703,506      452,096               1.50                       73.2                 4,250,000
  156        548,427       170,195      378,232      361,058               1.35                       77.7                 4,225,000
  157        586,701       254,680      332,021      328,541               1.37                       79.2                 4,200,000
  158        543,687       161,659      382,028      363,713               1.23                       52.4                 4,200,000
  159      1,295,875       725,141      572,191      518,899               1.59                       73.5                 4,200,000
  160        493,651       119,486      374,165      353,721               1.24                       77.0                 4,080,000
  161        567,720       163,709      404,011      369,906               1.28                       80.0                 4,080,000
  162        863,684       472,911      390,773      354,773               1.20                       72.7                 4,000,000
  163      1,407,470       876,213      531,256      474,957               1.65                       70.1                 4,000,000
  164        672,623       194,929      477,694      461,640               1.36                       52.3                 4,000,000
  165        416,157        79,484      336,673      318,919               1.36                       80.0                 3,980,000
  166        876,751       464,933      411,818      368,790               1.25                       71.4                 4,000,000
  167        367,132        66,475      300,657      298,437               1.31                       80.0                 3,944,000
  168        549,204       145,198      404,006      363,931               1.24                       75.0                 3,900,000
  169        650,592       284,778      365,813      333,194               1.21                       79.8                 3,900,000
  170        305,000         9,150      295,850      293,653               1.26                       79.9                 3,900,000
  171        521,047       173,808      347,239      325,132               1.21                       78.1                 3,825,000
  172        491,205       144,000      347,205      332,205               1.22                       78.4                 3,800,000
  172                                                                                                                      1,600,000
  172                                                                                                                        920,000
  172                                                                                                                        640,000
  172                                                                                                                        640,000
  173        460,213       107,453      352,760      333,260               1.27                       70.8                 3,750,000
  174        542,431       181,861      360,570      337,625               1.21                       76.9                 3,700,000
  175        310,061         9,302      300,759      298,576               1.18                       72.5                 3,620,000
  176        338,338        10,150      328,188      326,236               1.42                       65.9                 3,600,000
  177        409,775       112,738      297,037      284,681               1.37                       77.1                 3,375,000
  178        378,220        72,011      306,209      279,243               1.22                       73.3                 3,300,000
  179        437,491       143,978      293,513      263,458               1.34                       79.5                 3,300,000
  180        639,645       330,443      309,203      286,453               1.20                       78.7                 3,267,000
  181        445,269        82,148      363,121      343,957               1.49                       55.7                 3,250,000
  182        357,332        79,954      277,378      263,415               1.15                       76.8                 3,200,000
  183        393,300       109,652      283,648      275,848               1.24                       76.8                 3,190,000
  183        322,050        89,787      232,263      225,876                                                               2,612,101
  183         71,250        19,864       51,386       49,972                                                                 577,899
  184        694,089       133,057      561,032      530,969               2.37                       50.3                 3,100,000
  185        301,404        68,839      232,565      231,515               1.32                       80.0                 3,040,000
  186        498,346       185,149      313,197      273,530               1.26                       61.9                 3,000,000
  187        353,896        88,168      265,728      250,046               1.17                       78.7                 2,990,000
  188        811,337       340,115      471,222      439,964               1.63                       41.9                 2,900,000
  189        416,677       156,499      260,178      249,503               1.24                       79.6                 2,865,000
  190        366,036       112,291      253,745      240,049               1.21                       79.8                 2,800,000
  191        317,684        78,518      239,166      224,728               1.18                       75.3                 2,700,000
  191        202,300        54,400      147,901      137,057                                                               1,718,182
  191        115,384        24,118       91,266       87,671                                                                 981,818
  192        471,155       223,356      247,799      229,299               1.23                       77.9                 2,650,000
  193        469,211        91,412      377,800      366,572               1.98                       53.0                 2,600,000
  193        171,346        29,697      141,649      137,409                                                                 955,102
  193        116,228        24,120       92,108       89,378                                                                 636,735
  193        111,550        23,278       88,272       85,444                                                                 636,735
  193         70,087        14,317       55,770       54,341                                                                 371,428
  194        372,479       104,799      267,680      255,833               1.45                       61.3                 2,525,000
  195        430,236       212,659      217,578      212,128               1.19                       77.1                 2,475,000
  196        307,227        87,395      219,832      213,997               1.26                       80.0                 2,400,000
  197        368,089       136,840      231,249      220,804               1.28                       80.0                 2,400,000
  198        330,030       124,519      205,511      201,751               1.48                       78.3                 2,350,000
  199        342,233       139,872      202,361      200,178               1.34                       80.0                 2,320,000
  200        680,610       381,624      298,986      291,266               1.75                       40.3                 2,300,000
  201        302,636        67,904      234,733      221,976               1.39                       57.5                 2,300,000
  202        556,075       157,000      399,075      375,510               2.19                       37.3                 2,300,000
  203        513,418       296,505      216,913      195,913               1.21                       72.6                 2,250,000
  204        421,515       115,069      306,446      295,973               1.87                       38.3                 2,225,000
  205        375,362       158,991      216,371      196,013               1.21                       66.6                 2,198,000
  206        266,911        60,883      206,029      190,425               1.22                       75.7                 2,200,000
  207        401,445       152,459      248,985      227,860               1.37                       58.5                 2,200,000
  208        298,181        97,966      200,214      184,737               1.20                       71.0                 2,150,000
  209        291,889        53,954      237,935      206,430               1.30                       60.3                 2,150,000
  210        281,351        78,459      202,892      195,390               1.32                       65.6                 2,100,000
  211        273,554        88,966      184,588      179,305               1.21                       80.0                 2,100,000
  212        222,635                    222,635      222,635               1.29                       63.7                 2,100,000
  212        130,214                    130,214      130,214                                                               1,230,000
  212         92,422                     92,422       92,422                                                                 870,000
  213        353,133       175,981      177,152      174,969               1.29                       80.0                 2,080,000
  214        297,502        89,915      207,587      198,875               1.34                       65.1                 2,010,000
  215        241,080         4,822      236,259      226,364               1.56                       74.1                 2,000,000
  216        345,469       195,131      150,338      146,458               1.24                       80.0                 2,000,000
  217        566,757       194,706      372,051      360,674               2.38                       33.3                 2,000,000
  218        271,162        57,004      214,158      200,057               1.28                       72.5                 2,000,000
  219        335,286        60,115      275,171      260,646               1.84                       46.4                 2,000,000
  220        432,704       104,973      327,731      308,814               2.02                       36.3                 2,000,000
  221        255,177        16,808      238,368      227,947               1.62                       55.5                 1,974,500
  222        192,630         5,779      186,851      175,821               1.30                       66.7                 1,925,000
  223        475,009       267,027      207,983      196,941               1.40                       75.8                 1,896,000
  224        302,972       104,528      198,444      172,676               1.29                       68.4                 1,875,000
  225        308,320       104,579      203,741      185,406               1.33                       76.6                 1,840,000
  226        304,669       123,409      181,260      177,020               1.36                       69.7                 1,800,000
  227        313,387        73,178      240,209      220,401               1.74                       47.2                 1,800,000
  228        209,270        14,874      194,396      169,486               1.20                       65.8                 1,780,000
  229        215,520        53,785      161,735      154,999               1.20                       77.2                 1,775,000
  230        285,481        71,066      214,415      192,530               1.56                       68.4                 1,750,000
  231        310,589        97,320      213,269      208,678               1.65                       61.3                 1,750,000
  232        329,145       152,553      176,592      156,208               1.24                       61.1                 1,725,000
  233        226,204        72,770      153,434      147,096               1.17                       70.8                 1,700,000
  234        227,852        48,507      179,345      174,928               1.47                       54.2                 1,688,100
  235        156,843         4,705      152,138      145,463               1.22                       55.0                 1,650,000
  236        371,306       196,188      175,118      162,118               1.42                       61.5                 1,650,000
  237        248,220        59,159      189,062      179,762               1.43                       69.8                 1,645,000
  238        195,012        42,761      152,251      146,237               1.28                       67.5                 1,615,000
  239        271,758       105,828      165,930      159,675               1.42                       72.7                 1,600,000
  240        211,460        48,071      163,390      156,878               1.29                       80.0                 1,600,000
  241        213,235        46,392      166,843      154,313               1.33                       57.0                 1,600,000
  242        245,622        90,901      154,721      146,721               1.28                       69.4                 1,600,000
  243        159,189         4,776      154,413      148,908               1.33                       69.4                 1,600,000
  244        254,363        41,950      212,413      195,969               1.75                       48.8                 1,565,000
  245        332,224       142,592      189,632      177,635               1.34                       72.8                 1,550,000
  246        245,175       105,131      140,044      136,872               1.27                       70.0                 1,540,000
  247        323,511       151,682      171,828      155,175               1.40                       64.3                 1,530,000
  248        247,729        68,016      179,714      172,527               1.59                       55.2                 1,530,247
  249        284,600       130,942      153,658      147,977               1.35                       68.2                 1,500,000
  250        241,768        89,321      152,447      136,732               1.27                       52.0                 1,500,000
  251        228,104        33,729      194,374      186,717               1.74                       59.8                 1,500,000
  252        161,399        27,980      133,420      128,102               1.21                       27.8                 1,475,000
  253        218,041        57,047      160,994      152,563               1.52                       59.3                 1,400,000
  254        187,669        34,755      152,915      145,758               1.39                       76.0                 1,400,000
  255        320,132       179,517      140,615      128,375               1.23                       80.0                 1,380,000
  256        302,070       159,557      142,513      130,513               1.36                       73.5                 1,360,000
  257        222,357        88,632      133,726      127,174               1.39                       61.9                 1,300,000
  258        192,375        63,579      128,796      122,796               1.33                       71.3                 1,300,000
  259        236,738        94,766      141,972      124,393               1.23                       72.0                 1,300,000
  260        282,409       100,150      182,259      178,159               1.99                       50.5                 1,250,000
  261        155,210        32,504      122,705      112,337               1.20                       51.4                 1,235,000
  262        267,572       145,142      122,430      115,121               1.32                       66.7                 1,200,000
  263        154,976        38,394      116,581      107,031               1.24                       68.5                 1,100,000
  264        177,025        75,693      101,332       95,020               1.21                       73.6                 1,070,000
  265        187,289        92,367       94,922       88,922               1.20                       74.6                 1,010,000
  266        159,806        46,399      113,407      108,110               1.44                       61.6                 1,000,000
  267         83,160         2,495       80,665       80,665               1.44                       77.4                   960,000
  268        216,300       109,702      106,598       99,598               1.42                       80.0                   960,000
  269        149,353        59,962       89,391       81,579               1.22                       70.6                   850,000
  270        100,920                    100,920      100,920               1.64                       50.2                   750,000
  271        112,777        40,525       72,252       58,992               1.31                       74.9                   585,000


                                                                                               % OF        % OF
          ORIGINAL          CUT-OFF         CUT-OFF DATE                                      INITIAL   APPLICABLE
         BALANCE PER          DATE          BALANCE PER       MATURITY/ARD       MATURITY      POOL     LOAN GROUP   INTEREST
LOAN #   UNIT ($)(3)   BALANCE ($)(8)(11)   UNIT ($)(3)    BALANCE ($)(8)(11)   LTV %(3)(7)   BALANCE    BALANCE      RATE %
-------------------------------------------------------------------------------------------------------------------------------

  1        48,311.15          384,750,000      48,311.15          359,094,661      72.4         9.4%       29.7%       5.8315
 1.01                          11,120,000                          10,378,512                   0.3%       0.9%
 1.02                          10,310,000                           9,622,524                   0.3%       0.8%
 1.03                          10,122,000                           9,447,060                   0.2%       0.8%
 1.04                          10,120,000                           9,445,193                   0.2%       0.8%
 1.05                           9,160,000                           8,549,206                   0.2%       0.7%
 1.06                           8,568,000                           7,996,681                   0.2%       0.7%
 1.07                           8,450,000                           7,886,549                   0.2%       0.7%
 1.08                           8,400,000                           7,839,883                   0.2%       0.6%
 1.09                           8,200,000                           7,653,220                   0.2%       0.6%
 1.10                           7,600,000                           7,093,228                   0.2%       0.6%
 1.11                           7,190,000                           6,710,567                   0.2%       0.6%
 1.12                           7,160,000                           6,682,567                   0.2%       0.6%
 1.13                           7,140,000                           6,663,901                   0.2%       0.6%
 1.14                           6,880,000                           6,421,238                   0.2%       0.5%
 1.15                           6,610,000                           6,169,242                   0.2%       0.5%
 1.16                           6,400,000                           5,973,245                   0.2%       0.5%
 1.17                           6,300,000                           5,879,913                   0.2%       0.5%
 1.18                           6,290,000                           5,870,579                   0.2%       0.5%
 1.19                           6,290,000                           5,870,579                   0.2%       0.5%
 1.20                           6,230,000                           5,814,580                   0.2%       0.5%
 1.21                           6,160,000                           5,749,248                   0.2%       0.5%
 1.22                           5,920,000                           5,525,251                   0.1%       0.5%
 1.23                           5,860,000                           5,469,252                   0.1%       0.5%
 1.24                           5,820,000                           5,431,919                   0.1%       0.4%
 1.25                           5,750,000                           5,366,587                   0.1%       0.4%
 1.26                           5,480,000                           5,114,591                   0.1%       0.4%
 1.27                           5,280,000                           4,927,927                   0.1%       0.4%
 1.28                           5,200,000                           4,853,261                   0.1%       0.4%
 1.29                           5,040,000                           4,703,930                   0.1%       0.4%
 1.30                           5,010,000                           4,675,930                   0.1%       0.4%
 1.31                           5,000,000                           4,666,597                   0.1%       0.4%
 1.32                           4,980,000                           4,647,931                   0.1%       0.4%
 1.33                           4,940,000                           4,610,598                   0.1%       0.4%
 1.34                           4,800,000                           4,479,933                   0.1%       0.4%
 1.35                           4,790,000                           4,470,600                   0.1%       0.4%
 1.36                           4,790,000                           4,470,600                   0.1%       0.4%
 1.37                           4,720,000                           4,405,268                   0.1%       0.4%
 1.38                           4,580,000                           4,274,603                   0.1%       0.4%
 1.39                           4,480,000                           4,181,271                   0.1%       0.3%
 1.40                           4,480,000                           4,181,271                   0.1%       0.3%
 1.41                           4,290,000                           4,003,940                   0.1%       0.3%
 1.42                           4,250,000                           3,966,608                   0.1%       0.3%
 1.43                           4,240,000                           3,957,275                   0.1%       0.3%
 1.44                           4,220,000                           3,938,608                   0.1%       0.3%
 1.45                           4,040,000                           3,770,611                   0.1%       0.3%
 1.46                           4,000,000                           3,733,278                   0.1%       0.3%
 1.47                           4,000,000                           3,733,278                   0.1%       0.3%
 1.48                           3,970,000                           3,705,278                   0.1%       0.3%
 1.49                           3,950,000                           3,686,612                   0.1%       0.3%
 1.50                           3,800,000                           3,546,614                   0.1%       0.3%
 1.51                           3,660,000                           3,415,949                   0.1%       0.3%
 1.52                           3,600,000                           3,359,950                   0.1%       0.3%
 1.53                           3,560,000                           3,322,617                   0.1%       0.3%
 1.54                           3,540,000                           3,303,951                   0.1%       0.3%
 1.55                           3,520,000                           3,285,284                   0.1%       0.3%
 1.56                           3,520,000                           3,285,284                   0.1%       0.3%
 1.57                           3,490,000                           3,257,285                   0.1%       0.3%
 1.58                           3,380,000                           3,154,620                   0.1%       0.3%
 1.59                           3,360,000                           3,135,953                   0.1%       0.3%
 1.60                           3,350,000                           3,126,620                   0.1%       0.3%
 1.61                           3,280,000                           3,061,288                   0.1%       0.3%
 1.62                           3,280,000                           3,061,288                   0.1%       0.3%
 1.63                           3,210,000                           2,995,955                   0.1%       0.2%
 1.64                           3,200,000                           2,986,622                   0.1%       0.2%
 1.65                           3,010,000                           2,809,292                   0.1%       0.2%
 1.66                           2,980,000                           2,781,292                   0.1%       0.2%
 1.67                           2,720,000                           2,538,629                   0.1%       0.2%
 1.68                           2,680,000                           2,501,296                   0.1%       0.2%
 1.69                           2,640,000                           2,463,963                   0.1%       0.2%
 1.70                           2,580,000                           2,407,964                   0.1%       0.2%
 1.71                           2,560,000                           2,389,298                   0.1%       0.2%
 1.72                           2,430,000                           2,267,966                   0.1%       0.2%
 1.73                           2,400,000                           2,239,967                   0.1%       0.2%
 1.74                           2,250,000                           2,099,969                   0.1%       0.2%
 1.75                           2,250,000                           2,099,969                   0.1%       0.2%
 1.76                           2,080,000                           1,941,304                   0.1%       0.2%
 1.77                           2,060,000                           1,922,638                   0.1%       0.2%
 1.78                           1,780,000                           1,661,309                   0.0%       0.1%
  2        48,141.40          330,250,000      48,141.40          308,228,751      72.2         8.1%       25.5%       5.8315
 2.01                          10,320,000                           9,631,857                   0.3%       0.8%
 2.02                           9,840,000                           9,183,863                   0.2%       0.8%
 2.03                           9,000,000                           8,399,875                   0.2%       0.7%
 2.04                           8,400,000                           7,839,883                   0.2%       0.6%
 2.05                           8,180,000                           7,634,553                   0.2%       0.6%
 2.06                           7,640,000                           7,130,561                   0.2%       0.6%
 2.07                           7,180,000                           6,701,234                   0.2%       0.6%
 2.08                           6,620,000                           6,178,575                   0.2%       0.5%
 2.09                           6,380,000                           5,954,578                   0.2%       0.5%
 2.10                           6,150,000                           5,739,915                   0.2%       0.5%
 2.11                           5,950,000                           5,553,251                   0.1%       0.5%
 2.12                           5,760,000                           5,375,920                   0.1%       0.4%
 2.13                           5,640,000                           5,263,922                   0.1%       0.4%
 2.14                           5,600,000                           5,226,589                   0.1%       0.4%
 2.15                           5,600,000                           5,226,589                   0.1%       0.4%
 2.16                           5,440,000                           5,077,258                   0.1%       0.4%
 2.17                           5,400,000                           5,039,925                   0.1%       0.4%
 2.18                           5,250,000                           4,899,927                   0.1%       0.4%
 2.19                           5,120,000                           4,778,596                   0.1%       0.4%
 2.20                           5,040,000                           4,703,930                   0.1%       0.4%
 2.21                           4,940,000                           4,610,598                   0.1%       0.4%
 2.22                           4,870,000                           4,545,266                   0.1%       0.4%
 2.23                           4,860,000                           4,535,933                   0.1%       0.4%
 2.24                           4,830,000                           4,507,933                   0.1%       0.4%
 2.25                           4,800,000                           4,479,933                   0.1%       0.4%
 2.26                           4,730,000                           4,414,601                   0.1%       0.4%
 2.27                           4,650,000                           4,339,935                   0.1%       0.4%
 2.28                           4,650,000                           4,339,935                   0.1%       0.4%
 2.29                           4,610,000                           4,302,603                   0.1%       0.4%
 2.30                           4,580,000                           4,274,603                   0.1%       0.4%
 2.31                           4,430,000                           4,134,605                   0.1%       0.3%
 2.32                           4,430,000                           4,134,605                   0.1%       0.3%
 2.33                           4,380,000                           4,087,939                   0.1%       0.3%
 2.34                           4,320,000                           4,031,940                   0.1%       0.3%
 2.35                           4,280,000                           3,994,607                   0.1%       0.3%
 2.36                           4,240,000                           3,957,275                   0.1%       0.3%
 2.37                           3,900,000                           3,639,946                   0.1%       0.3%
 2.38                           3,810,000                           3,555,947                   0.1%       0.3%
 2.39                           3,800,000                           3,546,614                   0.1%       0.3%
 2.40                           3,740,000                           3,490,615                   0.1%       0.3%
 2.41                           3,700,000                           3,453,282                   0.1%       0.3%
 2.42                           3,640,000                           3,397,283                   0.1%       0.3%
 2.43                           3,600,000                           3,359,950                   0.1%       0.3%
 2.44                           3,560,000                           3,322,617                   0.1%       0.3%
 2.45                           3,450,000                           3,219,952                   0.1%       0.3%
 2.46                           3,430,000                           3,201,286                   0.1%       0.3%
 2.47                           3,360,000                           3,135,953                   0.1%       0.3%
 2.48                           3,320,000                           3,098,621                   0.1%       0.3%
 2.49                           3,320,000                           3,098,621                   0.1%       0.3%
 2.50                           3,180,000                           2,967,956                   0.1%       0.2%
 2.51                           3,150,000                           2,939,956                   0.1%       0.2%
 2.52                           3,120,000                           2,911,957                   0.1%       0.2%
 2.53                           3,080,000                           2,874,624                   0.1%       0.2%
 2.54                           3,020,000                           2,818,625                   0.1%       0.2%
 2.55                           3,000,000                           2,799,958                   0.1%       0.2%
 2.56                           3,000,000                           2,799,958                   0.1%       0.2%
 2.57                           3,000,000                           2,799,958                   0.1%       0.2%
 2.58                           2,910,000                           2,715,960                   0.1%       0.2%
 2.59                           2,880,000                           2,687,960                   0.1%       0.2%
 2.60                           2,820,000                           2,631,961                   0.1%       0.2%
 2.61                           2,640,000                           2,463,963                   0.1%       0.2%
 2.62                           2,640,000                           2,463,963                   0.1%       0.2%
 2.63                           2,640,000                           2,463,963                   0.1%       0.2%
 2.64                           2,560,000                           2,389,298                   0.1%       0.2%
 2.65                           2,540,000                           2,370,631                   0.1%       0.2%
 2.66                           2,410,000                           2,249,300                   0.1%       0.2%
 2.67                           2,400,000                           2,239,967                   0.1%       0.2%
 2.68                           2,400,000                           2,239,967                   0.1%       0.2%
 2.69                           2,360,000                           2,202,634                   0.1%       0.2%
 2.70                           2,320,000                           2,165,301                   0.1%       0.2%
 2.71                           2,240,000                           2,090,636                   0.1%       0.2%
 2.72                           2,220,000                           2,071,969                   0.1%       0.2%
 2.73                           2,080,000                           1,941,304                   0.1%       0.2%
 2.74                           2,080,000                           1,941,304                   0.1%       0.2%
 2.75                           2,080,000                           1,941,304                   0.1%       0.2%
 2.76                           1,920,000                           1,791,973                   0.0%       0.1%
 2.77                           1,730,000                           1,614,643                   0.0%       0.1%
 2.78                           1,680,000                           1,567,977                   0.0%       0.1%
 2.79                           1,410,000                           1,315,980                   0.0%       0.1%
  3           501.01          280,000,000         501.01          280,000,000      79.8         6.9%       10.1%       5.7400
  4           141.92          247,302,419         141.92          247,302,419      79.5         6.1%       8.9%        5.6100
 4.01                          34,630,982                          34,630,982                   0.8%       1.2%
 4.02                          26,447,908                          26,447,908                   0.6%       1.0%
 4.03                          23,265,602                          23,265,602                   0.6%       0.8%
 4.04                          20,379,333                          20,379,333                   0.5%       0.7%
 4.05                          19,575,196                          19,575,196                   0.5%       0.7%
 4.06                          15,561,000                          15,561,000                   0.4%       0.6%
 4.07                          14,764,167                          14,764,167                   0.4%       0.5%
 4.08                          12,254,067                          12,254,067                   0.3%       0.4%
 4.09                          11,926,964                          11,926,964                   0.3%       0.4%
 4.10                           9,226,014                           9,226,014                   0.2%       0.3%
 4.11                           8,717,915                           8,717,915                   0.2%       0.3%
 4.12                           8,370,268                           8,370,268                   0.2%       0.3%
 4.13                           7,380,812                           7,380,812                   0.2%       0.3%
 4.14                           7,225,554                           7,225,554                   0.2%       0.3%
 4.15                           6,712,260                           6,712,260                   0.2%       0.2%
 4.16                           6,685,518                           6,685,518                   0.2%       0.2%
 4.17                           5,273,750                           5,273,750                   0.1%       0.2%
 4.18                           4,679,862                           4,679,862                   0.1%       0.2%
 4.19                           4,225,247                           4,225,247                   0.1%       0.2%
  5           122.88          140,000,000         122.88          140,000,000      66.3         3.4%       5.0%        6.3120
 5.01                          28,257,687                          28,257,687                   0.7%       1.0%
 5.02                          18,282,991                          18,282,991                   0.4%       0.7%
 5.03                          17,366,884                          17,366,884                   0.4%       0.6%
 5.04                          16,213,020                          16,213,020                   0.4%       0.6%
 5.05                          14,786,130                          14,786,130                   0.4%       0.5%
 5.06                          11,464,257                          11,464,257                   0.3%       0.4%
 5.07                          10,601,521                          10,601,521                   0.3%       0.4%
 5.08                           9,378,030                           9,378,030                   0.2%       0.3%
 5.09                           5,447,373                           5,447,373                   0.1%       0.2%
 5.10                           4,302,971                           4,302,971                   0.1%       0.2%
 5.11                           3,899,136                           3,899,136                   0.1%       0.1%
               75.87          135,891,937          75.81          112,426,313      57.2         3.3%       4.9%        Various
  6            75.87           36,141,061          75.81           30,059,341      57.2         0.9%       1.3%        6.1330
 6.01                           9,531,368                           7,927,455                   0.2%       0.3%
 6.02                           6,851,514                           5,698,560                   0.2%       0.2%
 6.03                           6,488,804                           5,396,886                   0.2%       0.2%
 6.04                           5,758,389                           4,789,383                   0.1%       0.2%
 6.05                           3,924,857                           3,264,393                   0.1%       0.1%
 6.06                           3,586,128                           2,982,664                   0.1%       0.1%
  7            75.87           34,302,533          75.81           28,530,195      57.2         0.8%       1.2%        6.1330
 7.01                          15,747,391                          13,097,462                   0.4%       0.6%
 7.02                           4,543,362                           3,778,817                   0.1%       0.2%
 7.03                           3,821,940                           3,178,794                   0.1%       0.1%
 7.04                           3,808,950                           3,167,990                   0.1%       0.1%
 7.05                           3,752,995                           3,121,451                   0.1%       0.1%
 7.06                           2,627,896                           2,185,681                   0.1%       0.1%
  8            75.87           33,473,197          75.81           27,840,418      57.2         0.8%       1.2%        6.1330
 8.01                           9,009,786                           7,493,643                   0.2%       0.3%
 8.02                           4,610,308                           3,834,498                   0.1%       0.2%
 8.03                           4,567,343                           3,798,763                   0.1%       0.2%
 8.04                           4,101,716                           3,411,490                   0.1%       0.1%
 8.05                           2,453,036                           2,040,246                   0.1%       0.1%
 8.06                           2,182,253                           1,815,029                   0.1%       0.1%
 8.07                           1,990,406                           1,655,466                   0.0%       0.1%
 8.08                           1,691,645                           1,406,980                   0.0%       0.1%
 8.09                           1,545,762                           1,285,646                   0.0%       0.1%
 8.10                           1,320,942                           1,098,658                   0.0%       0.0%
  9            75.87           31,975,145          75.81           25,996,359      57.2         0.8%       1.1%        6.2430
 9.01                           4,898,193                           4,073,938                   0.1%       0.2%
 9.02                           4,817,256                           4,006,621                   0.1%       0.2%
 9.03                           4,116,800                           3,424,036                   0.1%       0.1%
 9.04                           4,074,833                           3,389,131                   0.1%       0.1%
 9.05                           3,658,156                           3,042,572                   0.1%       0.1%
 9.06                           2,783,836                           2,315,380                   0.1%       0.1%
 9.07                           2,712,891                           2,256,373                   0.1%       0.1%
 9.08                           2,263,241                           1,882,389                   0.1%       0.1%
 9.09                           1,982,459                           1,648,856                   0.0%       0.1%
 9.10                             667,481                             555,159                   0.0%       0.0%
  10       44,938.02          130,500,000      44,938.02          130,500,000      74.9         3.2%       10.1%       5.6800
10.01                          16,900,000                          16,900,000                   0.4%       1.3%
10.02                          15,050,000                          15,050,000                   0.4%       1.2%
10.03                          14,400,000                          14,400,000                   0.4%       1.1%
10.04                          13,925,000                          13,925,000                   0.3%       1.1%
10.05                          13,200,000                          13,200,000                   0.3%       1.0%
10.06                          11,900,000                          11,900,000                   0.3%       0.9%
10.07                          11,550,000                          11,550,000                   0.3%       0.9%
10.08                          11,400,000                          11,400,000                   0.3%       0.9%
10.09                          11,250,000                          11,250,000                   0.3%       0.9%
10.10                           5,475,000                           5,475,000                   0.1%       0.4%
10.11                           5,450,000                           5,450,000                   0.1%       0.4%
  11          202.85          115,000,000         202.85          115,000,000      74.2         2.8%       4.1%        5.6800
  12          575.46          112,500,000         575.46          104,877,241      65.5         2.8%       4.0%        5.7450
  13           82.28           65,000,000          82.28           65,000,000      63.7         1.6%       2.3%        5.8440
13.01                          56,000,000                          56,000,000                   1.4%       2.0%
13.02                           9,000,000                           9,000,000                   0.2%       0.3%
  14          169.05           64,750,000         169.05           64,750,000      79.7         1.6%       2.3%        5.6800
  15       45,529.80           55,000,000      45,529.80           55,000,000      80.0         1.3%       4.2%        5.5400
15.01                          52,120,000                          52,120,000                   1.3%       4.0%
15.02                           2,880,000                           2,880,000                   0.1%       0.2%
  16          138.38           49,000,000         138.38           49,000,000      76.8         1.2%       1.8%        5.5500
  17      167,984.19           42,500,000     167,984.19           42,500,000      61.1         1.0%       1.5%        5.8900
  18          324.78           40,000,000         324.78           37,413,879      73.4         1.0%       1.4%        5.9900
  19          244.96           35,350,000         244.96           32,072,089      61.1         0.9%       1.3%        6.2000
  20       72,727.27           35,200,000      72,727.27           34,266,586      77.9         0.9%       1.3%        5.7290
20.01                           9,295,000                           9,048,520                   0.2%       0.3%
20.02                           7,967,000                           7,755,736                   0.2%       0.3%
20.03                           6,383,000                           6,213,739                   0.2%       0.2%
20.04                           5,376,000                           5,233,442                   0.1%       0.2%
20.05                           3,064,000                           2,982,751                   0.1%       0.1%
20.06                             890,000                             866,399                   0.0%       0.0%
20.07                             890,000                             866,399                   0.0%       0.0%
20.08                             445,000                             433,200                   0.0%       0.0%
20.09                             445,000                             433,200                   0.0%       0.0%
20.10                             445,000                             433,200                   0.0%       0.0%
  21          211.25           33,000,000         211.25           30,008,614      56.2         0.8%       1.2%        6.5730
  22          161.88           31,975,836         161.76           27,420,411      53.8         0.8%       1.1%        6.3460
  23      171,348.31           30,500,000     171,348.31           30,500,000      63.8         0.7%       1.1%        5.8900
  24          275.40           30,100,000         275.40           30,100,000      80.3         0.7%       1.1%        5.4900
  25          209.53           29,920,000         209.53           29,920,000      80.0         0.7%       1.1%        5.5500
           88,385.09           28,460,000      88,385.09           24,656,554      60.6         0.7%       1.0%        Various
  26       88,385.09            9,760,000      88,385.09            8,341,704      60.6         0.2%       0.4%        6.2600
  27       88,385.09            9,700,000      88,385.09            8,290,422      60.6         0.2%       0.3%        6.2600
  28       88,385.09            9,000,000      88,385.09            8,024,428      60.6         0.2%       0.3%        6.2700
  29          177.44           28,250,000         177.44           28,250,000      78.5         0.7%       1.0%        5.7370
  30       62,653.56           25,500,000      62,653.56           25,500,000      79.9         0.6%       2.0%        5.4600
  31      134,615.38           24,500,000     134,615.38           21,690,268      67.6         0.6%       0.9%        5.9500
  32      137,619.05           23,120,000     137,619.05           23,120,000      80.0         0.6%       0.8%        5.5300
  33      104,629.63           22,600,000     104,629.63           22,600,000      68.9         0.6%       1.7%        6.4100
  34       66,964.29           22,500,000      66,964.29           22,500,000      76.6         0.6%       1.7%        5.7070
  35          144.83           22,400,000         144.83           22,400,000      80.0         0.5%       0.8%        5.4800
  36          129.74           21,000,000         129.74           21,000,000      62.9         0.5%       0.8%        5.5500
  37       40,307.10           21,000,000      40,307.10           21,000,000      75.0         0.5%       0.8%        5.7550
  38      112,000.00           20,160,000     112,000.00           20,160,000      80.0         0.5%       1.6%        5.5100
  39       90,909.09           20,000,000      90,909.09           20,000,000      79.7         0.5%       1.5%        5.6700
  40          133.33           19,982,223         133.21           16,829,998      65.7         0.5%       0.7%        5.7300
              363.71           19,550,000         363.71           18,707,681      60.7         0.5%       0.7%        6.0870
  41          363.71            7,900,000         363.71            7,559,626      60.7         0.2%       0.3%        6.0870
  42          363.71            6,400,000         363.71            6,124,254      60.7         0.2%       0.2%        6.0870
  43          363.71            5,250,000         363.71            5,023,802      60.7         0.1%       0.2%        6.0870
  44       77,888.45           19,550,000      77,888.45           19,550,000      78.2         0.5%       1.5%        5.6100
  45      110,169.49           19,500,000     110,169.49           19,500,000      64.1         0.5%       0.7%        6.9900
  46       70,342.21           18,500,000      70,342.21           15,217,515      65.7         0.5%       0.7%        5.6100
46.01                           6,311,812                           5,191,897                   0.2%       0.2%
46.02                           4,354,351                           3,581,752                   0.1%       0.2%
46.03                           3,835,025                           3,154,570                   0.1%       0.1%
46.04                           2,340,963                           1,925,602                   0.1%       0.1%
46.05                           1,657,849                           1,363,694                   0.0%       0.1%
  47          163.62           18,480,000         163.62           17,335,381      75.0         0.5%       0.7%        6.2100
  48          281.65           18,392,013         281.52           16,728,425      67.7         0.5%       0.7%        6.5590
  49          276.85           18,265,767         276.33           15,477,167      44.1         0.4%       0.7%        5.9000
49.01                           2,302,217                           1,950,741                   0.1%       0.1%
49.02                           1,521,904                           1,289,557                   0.0%       0.1%
49.03                           1,455,416                           1,233,221                   0.0%       0.1%
49.04                           1,411,578                           1,196,075                   0.0%       0.1%
49.05                           1,323,172                           1,121,165                   0.0%       0.0%
49.06                           1,277,142                           1,082,163                   0.0%       0.0%
49.07                           1,206,271                           1,022,113                   0.0%       0.0%
49.08                           1,122,979                             951,537                   0.0%       0.0%
49.09                           1,026,536                             869,817                   0.0%       0.0%
49.10                             865,797                             733,619                   0.0%       0.0%
49.11                             802,232                             679,757                   0.0%       0.0%
49.12                             765,701                             648,803                   0.0%       0.0%
49.13                             751,088                             636,421                   0.0%       0.0%
49.14                             705,789                             598,038                   0.0%       0.0%
49.15                             560,394                             474,839                   0.0%       0.0%
49.16                             417,190                             353,499                   0.0%       0.0%
49.17                             397,463                             336,783                   0.0%       0.0%
49.18                             352,895                             299,019                   0.0%       0.0%
  50       89,019.61           18,160,000      89,019.61           18,160,000      80.0         0.4%       1.4%        5.5400
  51       53,859.20           17,586,684      50,536.45           17,586,684      71.2         0.4%       1.4%        5.9400
  52       93,548.39           17,400,000      93,548.39           15,985,096      72.2         0.4%       1.3%        5.7910
  53          229.15           17,200,000         229.15           15,951,006      66.3         0.4%       0.6%        5.7300
53.01                           8,835,368                           8,193,780                   0.2%       0.3%
53.02                           8,364,632                           7,757,226                   0.2%       0.3%
  54      130,000.00           17,160,000     130,000.00           17,160,000      64.6         0.4%       1.3%        5.8270
  55          176.04           17,000,000         176.04           16,720,924      75.0         0.4%       0.6%        5.9240
  56          178.26           15,760,000         178.26           15,760,000      80.0         0.4%       0.6%        5.9000
  57      178,409.09           15,700,000     178,409.09           13,574,372      64.6         0.4%       0.6%        5.8610
  58          219.27           15,600,000         219.27           14,875,020      68.4         0.4%       0.6%        5.7790
  59          334.53           15,500,000         334.53           15,500,000      79.5         0.4%       0.6%        5.7400
  60          186.75           15,000,000         186.75           15,000,000      75.0         0.4%       0.5%        5.8160
  61          202.70           14,988,473         202.55           12,829,831      52.1         0.4%       0.5%        6.2820
  62      123,000.00           14,760,000     123,000.00           14,760,000      80.0         0.4%       1.1%        5.5100
  63          235.08           14,630,000         235.08           14,630,000      77.8         0.4%       0.5%        6.1900
  64          122.23           14,500,000         122.23           13,507,232      73.8         0.4%       0.5%        5.6900
  65       56,451.61           14,000,000      56,451.61           13,136,272      70.6         0.3%       1.1%        6.2300
  66          458.39           14,000,000         458.39           14,000,000      73.0         0.3%       0.5%        5.9700
  67          441.67           13,250,000         441.67           13,250,000      79.3         0.3%       0.5%        5.7200
  68          137.08           13,000,000         137.08           13,000,000      78.8         0.3%       0.5%        5.5110
  69          211.82           12,664,185         211.22           10,696,988      55.7         0.3%       0.5%        5.7600
  70          211.00           12,500,000         211.00           12,500,000      79.1         0.3%       0.4%        6.1800
  71       88,652.48           12,476,304      88,484.43           10,552,881      60.0         0.3%       0.4%        5.8400
  72          149.05           12,000,000         149.05           12,000,000      55.0         0.3%       0.4%        5.6000
  73       65,573.77           12,000,000      65,573.77           11,109,289      67.7         0.3%       0.4%        6.0000
  74      123,385.42           11,845,000     123,385.42           11,845,000      77.0         0.3%       0.9%        5.5000
  75       68,452.38           11,500,000      68,452.38           10,401,674      61.3         0.3%       0.9%        6.0400
  76          163.17           11,007,309         161.81           10,404,999      72.5         0.3%       0.4%        6.1600
  77          201.86           11,000,000         201.86           11,000,000      79.7         0.3%       0.4%        5.7900
  78          107.14           10,968,474         106.84            8,436,281      47.7         0.3%       0.4%        5.7100
  79       34,326.02           10,950,000      34,326.02           10,204,315      71.9         0.3%       0.8%        5.7200
  80           75.12           10,300,000          75.12            9,954,646      54.4         0.3%       0.4%        6.0650
  81       23,897.91           10,300,000      23,897.91            9,680,696      69.7         0.3%       0.8%        6.3600
  82       78,030.30           10,300,000      78,030.30            9,889,373      74.4         0.3%       0.8%        6.3900
  83          156.78           10,226,000         156.78            9,574,971      73.7         0.3%       0.4%        6.0720
  84          462.63           10,144,086         462.36            9,043,288      54.4         0.2%       0.4%        5.7550
84.01                           8,371,305                           7,462,882                   0.2%       0.3%
84.02                           1,772,781                           1,580,406                   0.0%       0.1%
  85       32,573.29           10,000,000      32,573.29           10,000,000      79.4         0.2%       0.8%        5.5700
  86          106.81           10,000,000         106.81            8,930,447      71.4         0.2%       0.4%        6.3400
  87       52,083.33            9,979,097      51,974.47            8,326,430      60.3         0.2%       0.8%        5.3900
  88          105.70            9,975,000         105.70            9,339,704      74.1         0.2%       0.4%        6.0700
  89          279.27            9,540,000         279.27            9,540,000      74.0         0.2%       0.3%        5.6600
  90       77,868.85            9,473,554      77,652.08            7,328,533      52.3         0.2%       0.3%        5.8800
  91      111,058.82            9,440,000     111,058.82            8,823,760      74.8         0.2%       0.3%        5.9400
  92      100,322.58            9,311,920     100,128.17            7,852,954      63.3         0.2%       0.3%        5.7400
  93       44,075.83            9,300,000      44,075.83            8,242,946      65.9         0.2%       0.3%        6.0000
  94           58.79            9,200,000          58.79            9,200,000      79.3         0.2%       0.3%        6.0100
  95          481.46            9,000,000         481.46            9,000,000      78.9         0.2%       0.3%        5.5700
  96           98.85            8,995,000          98.85            8,995,000      78.2         0.2%       0.3%        5.8900
  97       64,285.71            8,991,524      64,225.17            7,520,151      53.7         0.2%       0.3%        5.5000
  98          136.27            8,952,036         136.15            7,539,839      67.3         0.2%       0.3%        5.7300
  99           77.94            8,650,000          77.94            8,209,098      56.2         0.2%       0.3%        5.9000
 100          222.01            8,592,000         222.01            8,592,000      80.0         0.2%       0.3%        5.7000
 101           28.67            8,500,000          28.67            7,469,120      43.8         0.2%       0.3%        5.6300
101.01                          6,379,988                           5,606,223                   0.2%       0.2%
101.02                          2,120,012                           1,862,897                   0.1%       0.1%
 102          141.67            8,492,721         141.55            7,184,080      66.5         0.2%       0.3%        5.8750
 103       42,000.00            8,400,000      42,000.00            8,400,000      77.8         0.2%       0.6%        5.8210
 104          179.39            8,250,000         179.39            7,418,034      67.4         0.2%       0.3%        5.7420
 105          133.35            8,000,000         133.35            8,000,000      44.4         0.2%       0.3%        5.5300
 106           25.01            7,700,000          25.01            7,700,000      62.6         0.2%       0.3%        5.6100
 107          179.77            7,605,000         179.77            6,787,882      65.9         0.2%       0.3%        5.3800
 108          119.05            7,500,000         119.05            6,486,708      56.4         0.2%       0.3%        6.6830
 109       39,062.50            7,500,000      39,062.50            7,500,000      79.8         0.2%       0.6%        5.6100
109.01                          5,000,000                           5,000,000                   0.1%       0.4%
109.02                          2,500,000                           2,500,000                   0.1%       0.2%
 110       61,475.41            7,500,000      61,475.41            6,777,117      62.2         0.2%       0.3%        5.9900
 111          251.27            7,440,000         251.27            7,440,000      80.0         0.2%       0.3%        5.8000
 112          118.17            7,330,000         118.17            6,878,073      73.2         0.2%       0.3%        6.2360
112.01                          5,640,000                           5,292,269                   0.1%       0.2%
112.02                          1,690,000                           1,585,804                   0.0%       0.1%
 113          105.01            7,200,000         105.01            7,200,000      51.8         0.2%       0.3%        5.8800
 114       87,804.88            7,073,202      86,258.56            5,620,254      54.0         0.2%       0.3%        6.2300
 115           92.19            7,000,000          92.19            6,502,547      73.2         0.2%       0.3%        5.6600
 116       83,333.33            6,971,251      82,991.08            5,399,709      50.9         0.2%       0.3%        5.8750
 117          318.73            6,928,922         308.87            5,627,920      42.5         0.2%       0.2%        6.5000
117.01                            817,923                             684,170                   0.0%       0.0%
117.02                            813,436                             653,096                   0.0%       0.0%
117.03                            768,036                             585,207                   0.0%       0.0%
117.04                            739,324                             592,594                   0.0%       0.0%
117.05                            676,572                             565,487                   0.0%       0.0%
117.06                            673,324                             588,084                   0.0%       0.0%
117.07                            661,622                             507,231                   0.0%       0.0%
117.08                            632,643                             532,913                   0.0%       0.0%
117.09                            587,510                             446,729                   0.0%       0.0%
117.10                            558,530                             472,409                   0.0%       0.0%
 118           76.67            6,894,267          76.60            5,851,934      67.8         0.2%       0.2%        5.9910
 119          217.22            6,800,000         217.22            5,991,169      70.5         0.2%       0.2%        5.7400
 120           85.52            6,600,000          85.52            6,163,909      66.6         0.2%       0.2%        5.8800
 121          105.76            6,585,000         105.76            6,326,086      73.3         0.2%       0.2%        5.6000
 122           67.44            6,500,000          67.44            6,065,868      59.5         0.2%       0.2%        5.8200
 123           94.52            6,415,000          94.52            6,162,770      73.1         0.2%       0.2%        5.6000
 124          123.41            6,400,000         123.41            5,664,961      69.1         0.2%       0.2%        5.9410
 125          151.25            6,330,000         151.25            5,911,750      47.9         0.2%       0.2%        5.8770
 126          130.55            6,250,000         130.55            5,660,283      56.7         0.2%       0.2%        6.1060
 127       21,527.78            6,200,000      21,527.78            5,867,628      75.7         0.2%       0.5%        5.6500
 128       62,234.69            6,099,000      62,234.69            6,099,000      74.7         0.1%       0.5%        5.6700
 129          146.25            6,080,000         146.25            5,495,480      61.1         0.1%       0.2%        6.0040
 130       67,954.55            5,963,637      67,768.60            4,628,819      57.1         0.1%       0.2%        5.9800
 131          131.53            5,963,422         131.27            5,029,089      67.1         0.1%       0.2%        5.7400
 132          382.73            5,672,000         382.73            5,672,000      75.6         0.1%       0.2%        6.4400
 133          187.84            5,500,000         187.84            5,134,010      68.5         0.1%       0.2%        5.8400
 134          218.08            5,355,356         217.89            4,524,087      67.5         0.1%       0.2%        5.8300
 135       32,407.41            5,250,000      32,407.41            5,250,000      76.1         0.1%       0.2%        5.7400
 136      242,857.14            5,094,230     242,582.38            4,029,830      29.9         0.1%       0.2%        6.6000
 137       32,894.74            5,000,000      32,894.74            5,000,000      75.8         0.1%       0.4%        5.5700
 138          141.24            5,000,000         141.24            4,528,574      68.6         0.1%       0.2%        6.1100
 139           55.80            4,995,601          55.75            4,212,603      65.3         0.1%       0.2%        5.7700
 140          178.06            4,956,095         176.50            4,230,381      64.1         0.1%       0.2%        5.9200
 141           97.14            4,881,000          97.14            4,549,373      72.4         0.1%       0.2%        5.7300
 142       66,666.67            4,786,866      66,484.25            3,715,441      58.1         0.1%       0.2%        5.9800
 143       21,339.29            4,780,000      21,339.29            3,824,650      43.4         0.1%       0.2%        7.0000
143.01                          3,967,400                           3,174,459                   0.1%       0.1%
143.02                            812,600                             650,190                   0.0%       0.0%
 144          366.94            4,775,000         366.94            4,775,000      69.5         0.1%       0.2%        5.9630
 145          209.55            4,750,000         209.55            4,750,000      79.2         0.1%       0.2%        5.5700
 146       60,576.92            4,694,684      60,188.25            3,066,841      48.7         0.1%       0.2%        5.7300
 147           48.57            4,693,616          48.50            3,600,935      45.0         0.1%       0.2%        5.6780
 148           66.70            4,650,000          66.70            4,650,000      67.4         0.1%       0.2%        6.1600
 149       31,081.08            4,600,000      31,081.08            4,274,784      73.1         0.1%       0.4%        5.5190
 150       62,500.00            4,500,000      62,500.00            3,990,261      68.8         0.1%       0.3%        6.0200
 151          140.54            4,496,843         140.44            3,884,592      57.8         0.1%       0.2%        6.6090
 152           52.18            4,475,000          52.18            4,177,217      74.6         0.1%       0.2%        5.8400
 153          196.96            4,456,958         196.60            3,795,279      57.7         0.1%       0.2%        6.0700
 154          349.74            4,250,000         349.74            4,250,000      60.7         0.1%       0.2%        6.2300
 155       22,849.46            4,246,365      22,829.92            3,592,577      61.9         0.1%       0.2%        5.8800
 156          200.05            4,225,000         200.05            4,225,000      77.7         0.1%       0.2%        6.2400
 157       48,275.86            4,200,000      48,275.86            4,200,000      79.2         0.1%       0.3%        5.6300
 158          346.22            4,192,021         345.56            3,544,705      44.3         0.1%       0.2%        5.8300
 159       70,000.00            4,188,666      69,811.10            3,259,797      57.2         0.1%       0.2%        6.0600
 160          118.00            4,080,000         118.00            3,924,559      74.0         0.1%       0.1%        5.7600
 161          183.63            4,080,000         183.63            3,912,214      76.7         0.1%       0.1%        6.2700
 162       27,777.78            3,997,269      27,758.81            3,474,951      63.2         0.1%       0.3%        6.3750
 163       48,192.77            3,996,676      48,152.72            3,392,325      59.5         0.1%       0.1%        5.9900
 164          109.84            3,995,840         109.73            3,201,073      41.9         0.1%       0.1%        7.0000
 165          250.31            3,980,000         250.31            3,980,000      80.0         0.1%       0.1%        5.7800
 166           80.07            3,963,742          79.35            3,414,503      61.5         0.1%       0.1%        6.2200
 167          266.13            3,944,000         266.13            3,944,000      80.0         0.1%       0.1%        5.6600
 168           56.86            3,900,000          56.86            3,491,180      67.1         0.1%       0.1%        6.4500
 169           83.69            3,900,000          83.69            3,640,367      74.5         0.1%       0.1%        5.8400
 170          267.86            3,900,000         267.86            3,900,000      79.9         0.1%       0.1%        5.8700
 171          129.10            3,825,000         129.10            3,567,435      72.8         0.1%       0.1%        5.7800
 172       63,333.33            3,793,278      63,221.31            3,237,569      66.7         0.1%       0.3%        6.1500
 172                            1,597,170                           1,363,187                   0.0%       0.1%
 172                              918,373                             783,833                   0.0%       0.1%
 172                              638,868                             545,275                   0.0%       0.0%
 172                              638,868                             545,275                   0.0%       0.0%
 173           55.60            3,750,000          55.60            3,496,181      66.0         0.1%       0.1%        5.7500
 174          161.29            3,684,490         160.61            2,842,893      59.4         0.1%       0.1%        5.7600
 175          250.35            3,612,923         249.86            3,043,211      61.1         0.1%       0.1%        5.7000
 176          276.65            3,600,000         276.65            3,600,000      65.9         0.1%       0.1%        6.2600
 177          204.76            3,375,000         204.76            3,375,000      77.1         0.1%       0.1%        6.0500
 178          110.00            3,300,000         110.00            2,929,915      65.1         0.1%       0.1%        6.0800
 179          161.50            3,300,000         161.50            3,300,000      79.5         0.1%       0.1%        5.8600
 180       35,901.10            3,267,000      35,901.10            2,903,265      70.0         0.1%       0.3%        6.1200
 181           60.53            3,243,920          60.42            2,748,677      47.2         0.1%       0.1%        5.9000
 182          148.97            3,194,080         148.69            2,710,417      65.2         0.1%       0.1%        5.9500
 183      122,692.31            3,180,963     122,344.71            2,685,253      64.9         0.1%       0.2%        5.7400
 183                            2,604,701                           2,198,794                   0.1%       0.2%
 183                              576,261                             486,459                   0.0%       0.0%
 184           57.41            3,094,404          57.30            2,804,964      45.6         0.1%       0.1%        6.0600
 185          434.29            3,040,000         434.29            3,040,000      80.0         0.1%       0.1%        5.6700
 186           49.03            2,994,548          48.94            2,547,027      52.6         0.1%       0.1%        6.0300
 187          149.00            2,990,000         149.00            2,696,921      71.0         0.1%       0.1%        5.9000
 188           71.86            2,875,957          71.27            1,577,211      23.0         0.1%       0.1%        5.9000
 189       71,625.00            2,865,000      71,625.00            2,578,039      71.6         0.1%       0.2%        5.7800
 190       57,142.86            2,794,680      57,034.29            2,363,136      67.5         0.1%       0.2%        5.8300
 191          163.64            2,692,473         163.18            2,277,600      63.7         0.1%       0.1%        5.8100
 191                            1,713,392                           1,718,182                   0.0%       0.1%
 191                              979,081                             981,818                   0.0%       0.0%
 192       35,810.81            2,650,000      35,810.81            2,337,513      68.8         0.1%       0.2%        5.7900
 193           74.86            2,595,136          74.72            2,345,225      47.9         0.1%       0.1%        5.9000
 193                              953,315                             861,512                   0.0%       0.0%
 193                              635,544                             574,341                   0.0%       0.0%
 193                              635,544                             574,341                   0.0%       0.0%
 193                              370,733                             335,031                   0.0%       0.0%
 194          181.24            2,525,000         181.24            2,353,029      57.1         0.1%       0.1%        5.7200
 195       22,706.42            2,468,369      22,645.58            2,098,424      65.6         0.1%       0.2%        5.9800
 196          281.13            2,400,000         281.13            2,160,904      72.0         0.1%       0.1%        5.8100
 197           34.46            2,400,000          34.46            2,127,047      70.9         0.1%       0.1%        6.0000
 198       25,000.00            2,350,000      25,000.00            2,350,000      78.3         0.1%       0.2%        5.7200
 199          159.45            2,320,000         159.45            2,320,000      80.0         0.1%       0.1%        6.3100
 200       11,917.10            2,300,000      11,917.10            1,954,399      34.2         0.1%       0.2%        6.0600
 201           90.62            2,300,000          90.62            2,018,270      50.5         0.1%       0.1%        5.6500
 202          133.94            2,293,312         133.55            1,758,757      28.6         0.1%       0.1%        5.6250
 203       26,785.71            2,250,000      26,785.71            1,993,202      64.3         0.1%       0.2%        5.9800
 204          211.90            2,220,847         211.51            1,882,347      32.5         0.1%       0.1%        5.9100
 205           48.83            2,196,268          48.80            1,875,021      56.8         0.1%       0.1%        6.1900
 206          108.55            2,193,938         108.25            1,858,612      64.1         0.1%       0.1%        5.8600
 207           53.22            2,193,770          53.07            1,691,333      45.1         0.1%       0.1%        5.7800
 208          153.19            2,150,000         153.19            2,009,378      66.3         0.1%       0.1%        5.9300
 209           52.44            2,148,329          52.40            1,836,724      51.6         0.1%       0.1%        6.2400
 210          272.73            2,100,000         272.73            1,959,396      61.2         0.1%       0.1%        5.8100
 211          258.33            2,100,000         258.33            1,890,114      72.0         0.1%       0.1%        5.7920
 212          472.76            2,094,930         471.62            1,663,947      50.6         0.1%       0.1%        6.6900
 212                            1,227,031                             974,597                   0.0%       0.0%
 212                              867,900                             689,349                   0.0%       0.0%
 213          142.96            2,080,000         142.96            2,080,000      80.0         0.1%       0.1%        6.3900
 214           82.28            2,006,524          82.13            1,717,458      55.8         0.0%       0.1%        6.2500
 215          154.55            2,000,000         154.55            1,738,350      64.4         0.0%       0.1%        6.0620
 216       20,618.56            2,000,000      20,618.56            2,000,000      80.0         0.0%       0.2%        5.8200
 217           26.37            1,997,351          26.33            1,539,306      25.7         0.0%       0.1%        5.8100
 218          162.34            1,994,659         161.90            1,555,413      56.6         0.0%       0.1%        6.1200
 219          266.74            1,994,476         266.00            1,689,141      39.3         0.0%       0.1%        5.8500
 220           70.93            1,994,442          70.73            1,543,376      28.1         0.0%       0.1%        5.8900
 221           79.85            1,970,831          79.70            1,671,419      47.1         0.0%       0.1%        5.9300
 222           77.85            1,921,327          77.70            1,623,679      56.4         0.0%       0.1%        5.8100
 223           25.76            1,896,000          25.76            1,722,468      68.9         0.0%       0.1%        6.2700
 224          112.23            1,875,000         112.23            1,623,334      59.2         0.0%       0.1%        5.9150
 225           78.32            1,838,676          78.26            1,584,436      66.0         0.0%       0.1%        6.5200
 226       22,500.00            1,798,520      22,481.50            1,528,349      59.2         0.0%       0.1%        6.0300
 227           50.52            1,794,959          50.38            1,517,483      39.9         0.0%       0.1%        5.7900
 228           29.67            1,775,369          29.59            1,391,245      51.5         0.0%       0.1%        6.2700
 229          207.55            1,775,000         207.55            1,576,673      68.6         0.0%       0.1%        6.1000
 230           86.24            1,750,000          86.24            1,576,286      61.6         0.0%       0.1%        5.8300
 231           58.09            1,746,813          57.98            1,485,328      52.1         0.0%       0.1%        6.0200
 232           54.00            1,721,942          53.91            1,469,259      52.1         0.0%       0.1%        6.1400
 233          242.86            1,700,000         242.86            1,595,738      66.5         0.0%       0.1%        6.2600
 234          209.34            1,684,900         208.94            1,425,146      45.8         0.0%       0.1%        5.8400
 235          272.82            1,648,643         272.59            1,400,986      46.7         0.0%       0.1%        6.0300
 236       31,730.77            1,648,488      31,701.70            1,383,392      51.6         0.0%       0.1%        5.6100
 237          146.47            1,640,421         146.06            1,268,993      54.0         0.0%       0.1%        5.8800
 238          256.51            1,613,616         256.29            1,364,894      57.1         0.0%       0.1%        5.8730
 239           38.37            1,600,000          38.37            1,492,873      67.9         0.0%       0.1%        5.8100
 240          405.68            1,600,000         405.68            1,434,939      71.7         0.0%       0.1%        6.5400
 241          146.63            1,597,112         146.36            1,359,611      48.6         0.0%       0.1%        6.0600
 242       50,000.00            1,597,033      49,907.29            1,354,806      58.9         0.0%       0.1%        5.9400
 243          159.84            1,596,900         159.53            1,346,702      58.6         0.0%       0.1%        5.7400
 244          122.75            1,560,787         122.41            1,326,096      41.4         0.0%       0.1%        5.9600
 245          118.87            1,546,890         118.63            1,015,460      47.8         0.0%       0.1%        5.9700
 246           72.81            1,540,000          72.81            1,435,115      65.2         0.0%       0.1%        5.7200
 247          109.05            1,530,000         109.05            1,384,606      58.2         0.0%       0.1%        6.0700
 248          199.95            1,527,346         199.57            1,291,881      46.7         0.0%       0.1%        5.8400
 249           39.60            1,500,000          39.60            1,333,377      60.6         0.0%       0.1%        6.1300
 250           97.11            1,497,250          96.93            1,272,012      44.2         0.0%       0.1%        5.9900
 251          233.06            1,495,943         232.43            1,270,264      50.8         0.0%       0.1%        5.9400
 252          460.94            1,472,277         460.09            1,249,704      23.6         0.0%       0.1%        5.9600
 253          116.37            1,400,000         116.37            1,263,843      53.6         0.0%       0.1%        5.9400
 254          134.10            1,397,666         133.88            1,201,708      65.3         0.0%       0.1%        6.4100
 255       28,750.00            1,380,000      28,750.00            1,236,269      71.7         0.0%       0.1%        6.4850
 256       28,333.33            1,360,000      28,333.33            1,224,513      66.2         0.0%       0.1%        5.8100
 257          128.97            1,300,000         128.97            1,169,744      55.7         0.0%       0.0%        5.7780
 258       54,166.67            1,297,574      54,065.56            1,099,799      60.4         0.0%       0.1%        5.9100
 259           52.74            1,296,474          52.60            1,007,967      56.0         0.0%       0.0%        6.0300
 260       15,243.90            1,246,647      15,203.01            1,059,654      42.9         0.0%       0.1%        5.9750
 261           71.39            1,232,970          71.27            1,061,872      44.2         0.0%       0.0%        6.4700
 262           25.24            1,200,000          25.24            1,066,005      59.2         0.0%       0.0%        6.1000
 263           55.00            1,095,731          54.79              857,593      53.6         0.0%       0.0%        6.1900
 264       44,583.33            1,067,253      44,468.87              911,999      62.9         0.0%       0.1%        6.1600
 265       42,083.33            1,007,407      41,975.29              860,859      63.8         0.0%       0.1%        6.1600
 266          198.41              998,329         198.08              858,120      53.0         0.0%       0.0%        6.4000
 267          261.65              960,000         261.65              960,000      77.4         0.0%       0.0%        5.7220
 268       34,285.71              960,000      34,285.71              853,117      71.1         0.0%       0.1%        6.1200
 269          108.49              847,758         108.20              662,596      55.2         0.0%       0.0%        6.1900
 270          252.36              748,176         251.74              593,506      39.8         0.0%       0.0%        6.6500
 271           21.59              584,074          21.55              505,239      64.8         0.0%       0.0%        6.6300


                    NET                        MONTHLY               ANNUAL                        FIRST
         ADMIN.   MORTGAGE    ACCRUAL          P&I DEBT             P&I DEBT                      PAYMENT    PAYMENT
LOAN #   FEE %     RATE %       TYPE      SERVICE ($)(4)(11)   SERVICE ($)(4)(11)   NOTE DATE      DATE      DUE DATE
---------------------------------------------------------------------------------------------------------------------

   1     0.0205    5.8110    Actual/360      2,265,256.09        27,183,073.08        5/9/2007    7/8/2007      8
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2     0.0205    5.8110    Actual/360      1,944,381.60        23,332,579.25        5/9/2007    7/8/2007      8
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3     0.0205    5.7195    Actual/360      1,361,655.56        16,339,866.72       5/23/2007    7/8/2007      8
   4     0.0205    5.5895    Actual/360      1,175,407.79        14,104,893.48       6/13/2007    8/1/2007      1
 4.01
 4.02
 4.03
 4.04
 4.05
 4.06
 4.07
 4.08
 4.09
 4.10
 4.11
 4.12
 4.13
 4.14
 4.15
 4.16
 4.17
 4.18
 4.19
   5     0.0205    6.2915    Actual/360       748,673.33          8,984,080.00       6/15/2007    8/6/2007      6
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
 5.11
         0.0000    0.0000    Actual/360       829,336.94          9,952,043.23       6/22/2007    8/8/2007      8
   6     0.0205    6.1125    Actual/360       219,959.89          2,639,518.66       6/22/2007    8/8/2007      8
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7     0.0205    6.1125    Actual/360       208,770.33          2,505,244.01       6/22/2007    8/8/2007      8
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8     0.0205    6.1125    Actual/360       203,722.87          2,444,674.46       6/22/2007    8/8/2007      8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9     0.0205    6.2225    Actual/360       196,883.84          2,362,606.10       6/22/2007    8/8/2007      8
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10     0.0205    5.6595    Actual/360       627,995.00          7,535,940.00       4/25/2007    6/1/2007      1
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11     0.0205    5.6595    Actual/360       553,405.56          6,640,866.72       5/23/2007    7/8/2007      8
  12     0.0205    5.7245    Actual/360       656,162.21          7,873,946.52       6/15/2007    8/5/2007      5
  13     0.0205    5.8235    Actual/360       321,825.83          3,861,909.96        7/9/2007    9/8/2007      8
 13.01
 13.02
  14     0.0205    5.6595    Actual/360       311,591.39          3,739,096.68       5/14/2007    7/1/2007      1
  15     0.0205    5.5195    Actual/360       258,148.61          3,097,783.33        5/2/2007    7/1/2007      1
 15.01
 15.02
  16     0.0305    5.5195    Actual/360       230,402.08          2,764,825.00       6/18/2007    8/1/2007      1
  17     0.0205    5.8695    Actual/360       212,080.90          2,544,970.83       5/17/2007    7/1/2007      1
  18     0.0205    5.9695    Actual/360       239,563.10          2,874,757.24        6/7/2007    8/1/2007      1
  19     0.0205    6.1795    Actual/360       216,507.79          2,598,093.48       6/11/2007    8/1/2007      1
  20     0.0205    5.7085    Actual/360       194,342.04          2,332,104.48        6/4/2007    7/8/2007      8
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21     0.0205    6.5525    Actual/360       201,028.12          2,412,337.43       7/10/2007    9/8/2007      8
  22     0.0205    6.3255    Actual/360       199,031.81          2,388,381.71        7/5/2007    8/8/2007      8
  23     0.0205    5.8695    Actual/360       152,199.24          1,826,390.83       5/17/2007    7/1/2007      1
  24     0.0205    5.4695    Actual/360       140,002.63          1,680,031.50        5/3/2007    7/1/2007      1
  25     0.0205    5.5295    Actual/360       140,686.33          1,688,236.00        4/2/2007    6/1/2007      1
         0.0000    0.0000    Actual/360       175,476.85          2,105,722.20        7/2/2007    9/1/2007      1
  26     0.0205    6.2395    Actual/360        60,157.50           721,890.00         7/2/2007    9/1/2007      1
  27     0.0205    6.2395    Actual/360        59,787.68           717,452.16         7/2/2007    9/1/2007      1
  28     0.0205    6.2495    Actual/360        55,531.67           666,380.04         7/2/2007    9/1/2007      1
  29     0.0205    5.7165    Actual/360       137,309.52          1,647,714.24       4/18/2007    6/1/2007      1
  30     0.0205    5.4395    Actual/360       117,958.75          1,415,505.00       3/29/2007    5/1/2007      1
  31     0.0605    5.8895    Actual/360       146,103.23          1,753,238.77        6/7/2007    8/1/2007      1
  32     0.0205    5.5095    Actual/360       108,320.41          1,299,844.93       4/12/2007    6/1/2007      1
  33     0.0205    6.3895    Actual/360       122,733.69          1,472,804.33       6/18/2007    8/1/2007      1
  34     0.0405    5.6665    Actual/360       108,789.69          1,305,476.28       5/31/2007    7/8/2007      8
  35     0.0205    5.4595    Actual/360       103,998.22          1,247,978.67       3/29/2007    5/1/2007      1
  36     0.0305    5.5195    Actual/360        98,743.75          1,184,925.00       6/18/2007    8/1/2007      1
  37     0.0205    5.7345    Actual/360       102,391.04          1,228,692.48        6/1/2007    7/1/2007      1
  38     0.0205    5.4895    Actual/360        94,110.80          1,129,329.60       4/12/2007    6/1/2007      1
  39     0.0205    5.6495    Actual/360        96,075.00          1,152,900.00       5/17/2007    7/1/2007      1
  40     0.0205    5.7095    Actual/360       116,460.59          1,397,527.09       6/19/2007    8/1/2007      1
         0.0000    0.0000    Actual/360       112,616.64          1,351,399.71       7/11/2007    9/8/2007      8
  41     0.0205    6.0665    Actual/360        45,507.49           546,089.91        7/11/2007    9/8/2007      8
  42     0.0205    6.0665    Actual/360        36,866.83           442,401.95        7/11/2007    9/8/2007      8
  43     0.0205    6.0665    Actual/360        30,242.32           362,907.85        7/11/2007    9/8/2007      8
  44     0.0205    5.5895    Actual/360        92,919.52          1,115,034.25        5/7/2007    7/1/2007      1
  45     0.0205    6.9695    Actual/360       115,480.63          1,385,767.50       6/14/2007    8/1/2007      1
  46     0.0205    5.5895    Actual/360       114,824.68          1,377,896.11        7/6/2007    9/1/2007      1
 46.01
 46.02
 46.03
 46.04
 46.05
  47     0.0205    6.1895    Actual/360       113,304.21          1,359,650.55       6/14/2007    8/1/2007      1
  48     0.0205    6.5385    Actual/360       111,910.98          1,342,931.71       6/28/2007    8/8/2007      8
  49     0.0205    5.8795    Actual/360       108,543.98          1,302,527.76       5/11/2007    7/1/2007      1
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50     0.0205    5.5195    Actual/360        85,235.98          1,022,831.73       4/12/2007    6/1/2007      1
  51     0.0205    5.9195    Actual/360        88,504.99          1,062,059.85      10/31/2002   12/1/2002      1
  52     0.0205    5.7705    Actual/360        96,782.96          1,161,395.47       6/25/2007    8/8/2007      8
  53     0.0205    5.7095      30/360         100,156.11          1,201,873.32       6/27/2007    8/8/2007      8
 53.01
 53.02
  54     0.0205    5.8065    Actual/360        84,714.87          1,016,578.44       5/31/2007    7/8/2007      8
  55     0.0205    5.9035    Actual/360        96,066.15          1,152,793.80       5/17/2007    7/8/2007      8
  56     0.0205    5.8795    Actual/360        78,778.11           945,337.32        6/12/2007    8/1/2007      1
  57     0.0205    5.8405    Actual/360        92,731.00          1,112,771.98       6/15/2007    8/1/2007      1
  58     0.0205    5.7585    Actual/360        86,646.50          1,039,758.03        7/2/2007    8/8/2007      8
  59     0.0205    5.7195    Actual/360        75,377.36           904,528.33        5/17/2007    7/1/2007      1
  60     0.0205    5.7955    Actual/360        73,911.67           886,940.04         5/2/2007    6/8/2007      8
  61     0.0205    6.2615    Actual/360        92,669.99          1,112,039.88       6/28/2007    8/8/2007      8
  62     0.0205    5.4895    Actual/360        68,902.55           826,830.60        4/12/2007    6/1/2007      1
  63     0.0705    6.1195    Actual/360        76,724.19           920,690.28         6/6/2007    8/1/2007      1
  64     0.0705    5.6195    Actual/360        84,066.20          1,008,794.36       6/21/2007    8/1/2007      1
  65     0.0205    6.2095    Actual/360        86,018.38          1,032,220.60       6/28/2007    8/1/2007      1
  66     0.0205    5.9495    Actual/360        70,810.83           849,729.96        5/22/2007    7/8/2007      8
  67     0.0205    5.6995    Actual/360        64,210.97           770,531.64        6/15/2007    8/1/2007      1
  68     0.0205    5.4905    Actual/360        60,697.54           728,370.48        5/18/2007    7/8/2007      8
  69     0.0205    5.7395    Actual/360        74,194.45           890,333.41        4/30/2007    6/1/2007      1
  70     0.0205    6.1595    Actual/360        65,447.92           785,375.00        6/12/2007    8/1/2007      1
  71     0.0205    5.8195    Actual/360        73,662.85           883,954.20        5/30/2007    7/1/2007      1
  72     0.0205    5.5795    Actual/360        56,933.33           683,200.00        5/31/2007    7/1/2007      1
  73     0.0205    5.9795    Actual/360        77,316.17           927,794.02        4/24/2007    6/1/2007      1
  74     0.0205    5.4795    Actual/360        55,194.41           662,332.92        4/12/2007    6/1/2007      1
  75     0.0205    6.0195    Actual/360        69,244.33           830,931.97         6/1/2007    8/1/2007      1
  76     0.0205    6.1395    Actual/360        67,696.21           812,354.47       10/12/2006   12/1/2006      1
  77     0.0205    5.7695    Actual/360        53,959.58           647,515.00        5/16/2007    7/1/2007      1
  78     0.0205    5.6895    Actual/360        68,936.06           827,232.73        5/30/2007    7/1/2007      1
  79     0.0205    5.6995    Actual/360        63,692.70           764,312.36         3/8/2007    5/1/2007      1
  80     0.0205    6.0445    Actual/360        59,179.84           710,158.03         6/5/2007    7/8/2007      8
  81     0.0205    6.3395    Actual/360        64,157.59           769,891.08         6/8/2007    8/1/2007      1
  82     0.0205    6.3695    Actual/360        61,451.55           737,418.56        7/11/2007    9/8/2007      8
  83     0.0205    6.0515    Actual/360        61,784.20           741,410.40         6/4/2007    7/8/2007      8
  84     0.0205    5.7345    Actual/360        56,214.00           674,568.02         6/8/2007    8/8/2007      8
 84.01
 84.02
  85     0.0205    5.5495    Actual/360        47,190.28           566,283.33        4/16/2007    6/1/2007      1
  86     0.0205    6.3195    Actual/360        62,158.25           745,899.05        6/11/2007    8/1/2007      1
  87     0.0205    5.3695    Actual/360        56,090.67           673,088.08        5/18/2007    7/1/2007      1
  88     0.0605    6.0095    Actual/360        60,254.82           723,057.85         6/1/2007    7/1/2007      1
  89     0.0205    5.6395    Actual/360        45,746.95           548,963.40         6/1/2007    8/1/2007      1
  90     0.0205    5.8595    Actual/360        60,513.67           726,164.06        5/29/2007    7/1/2007      1
  91     0.0205    5.9195    Actual/360        56,233.94           674,807.28        6/25/2007    8/1/2007      1
  92     0.0205    5.7195    Actual/360        54,388.09           652,657.10        5/30/2007    7/1/2007      1
  93     0.0705    5.9295    Actual/360        55,758.20           669,098.39        4/30/2007    6/1/2007      1
  94     0.0205    5.9895    Actual/360        46,844.61           562,135.33        7/13/2007    9/1/2007      1
  95     0.0205    5.5495    Actual/360        42,471.25           509,655.00         3/9/2007    5/1/2007      1
  96     0.0205    5.8695    Actual/360        44,886.30           538,635.59        6/27/2007    8/1/2007      1
  97     0.0205    5.4795    Actual/360        51,101.01           613,212.12        6/14/2007    8/1/2007      1
  98     0.0205    5.7095    Actual/360        52,174.34           626,092.13         6/4/2007    8/1/2007      1
  99     0.0205    5.8795    Actual/360        51,306.31           615,675.69        6/11/2007    8/1/2007      1
  100    0.0205    5.6795    Actual/360        41,492.20           497,906.40        6/21/2007    8/1/2007      1
  101    0.0205    5.6095    Actual/360        48,957.63           587,491.57         5/4/2007    7/1/2007      1
101.01
101.02
  102    0.0205    5.8545    Actual/360        50,280.71           603,368.52        6/26/2007    8/8/2007      8
  103    0.0205    5.8005    Actual/360        41,426.12           497,113.44        4/23/2007    6/8/2007      8
  104    0.0205    5.7215    Actual/360        48,102.84           577,234.08        5/11/2007    7/8/2007      8
  105    0.0205    5.5095    Actual/360        37,481.11           449,773.33         6/1/2007    8/1/2007      1
  106    0.0205    5.5895    Actual/360        36,597.46           439,169.50         6/7/2007    8/1/2007      1
  107    0.0205    5.3595    Actual/360        42,609.52           511,314.26        6/28/2007    8/1/2007      1
  108    0.0205    6.6625    Actual/360        48,311.30           579,735.66        7/11/2007    9/8/2007      8
  109    0.0205    5.5895    Actual/360        35,646.88           427,762.50        4/26/2007    6/1/2007      1
109.01
109.02
  110    0.0205    5.9695    Actual/360        44,918.09           539,017.08        6/28/2007    8/1/2007      1
  111    0.0205    5.7795    Actual/360        36,559.33           438,712.00        5/16/2007    7/1/2007      1
  112    0.0205    6.2155    Actual/360        45,065.35           540,784.20         6/7/2007    7/8/2007      8
112.01
112.02
  113    0.0205    5.8595      30/360          35,280.00           423,360.00         6/4/2007    8/1/2007      1
  114    0.0205    6.2095    Actual/360        47,407.22           568,886.67        6/14/2006    8/1/2006      1
  115    0.0205    5.6395    Actual/360        38,327.97           459,935.64        5/31/2007    7/8/2007      8
  116    0.0205    5.8545    Actual/360        44,567.75           534,812.95        4/30/2007    6/8/2007      8
  117    0.0205    6.4795    Actual/360        48277.31            579,327.72        8/16/2005   10/1/2005      1
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
  118    0.0205    5.9705    Actual/360        41,329.07           495,948.83        6/15/2007    8/8/2007      8
  119    0.0205    5.7195    Actual/360        39,639.77           475,677.20         4/2/2007    6/1/2007      1
  120    0.0205    5.8595    Actual/360        39,062.59           468,751.03         7/2/2007    9/1/2007      1
  121    0.0405    5.5595    Actual/360        37,803.10           453,637.21        4/27/2007    6/1/2007      1
  122    0.0205    5.7995    Actual/360        38,221.77           458,661.27        4/17/2007    6/1/2007      1
  123    0.0405    5.5595    Actual/360        36,827.17           441,926.00        4/27/2007    6/1/2007      1
  124    0.0205    5.9205    Actual/360        38,128.80           457,545.60        4/13/2007    6/8/2007      8
  125    0.0205    5.8565    Actual/360        37,452.43           449,429.18        6/29/2007    8/8/2007      8
  126    0.0205    6.0855    Actual/360        37,898.90           454,786.80        6/18/2007    8/8/2007      8
  127    0.0605    5.5895    Actual/360        35,788.62           429,463.43       12/29/2006    2/1/2007      1
  128    0.0205    5.6495    Actual/360        29,298.07           351,576.86         4/5/2007    6/1/2007      1
  129    0.0205    5.9835    Actual/360        36,468.31           437,619.72        6/19/2007    8/8/2007      8
  130    0.0905    5.8895    Actual/360        38,456.15           461,473.77        5/24/2007    7/1/2007      1
  131    0.0205    5.7195    Actual/360        34,830.53           417,966.37        5/14/2007    7/1/2007      1
  132    0.0205    6.4195    Actual/360        30,947.06           371,364.75         6/8/2007    8/1/2007      1
  133    0.0205    5.8195    Actual/360        32,411.65           388,939.81        6/13/2007    8/1/2007      1
  134    0.0205    5.8095    Actual/360        31,552.44           378,629.23         6/4/2007    8/1/2007      1
  135    0.0205    5.7195    Actual/360        25,531.04           306,372.50         5/2/2007    7/1/2007      1
  136    0.0205    6.5795    Actual/360        34,754.92           417,059.09        6/22/2007    8/1/2007      1
  137    0.0205    5.5495    Actual/360        23,595.14           283,141.67         6/6/2007    8/1/2007      1
  138    0.0205    6.0895    Actual/360        30,332.04           363,984.52        6/22/2007    8/1/2007      1
  139    0.0205    5.7495    Actual/360        29,242.20           350,906.40         6/4/2007    8/1/2007      1
  140    0.0205    5.8995    Actual/360        29,720.84           356,650.13       10/31/2006   12/1/2006      1
  141    0.0205    5.7095    Actual/360        28,422.21           341,066.49        4/26/2007    6/1/2007      1
  142    0.0505    5.9295    Actual/360        30,867.81           370,413.73        5/24/2007    7/1/2007      1
  143    0.0205    6.9795    Actual/360        33,784.05           405,408.60        7/10/2007    9/8/2007      8
143.01
143.02
  144    0.0205    5.9425    Actual/360        24,123.23           289,478.76        5/25/2007    7/8/2007      8
  145    0.0205    5.5495    Actual/360        22,415.38           268,984.58        5/15/2007    7/1/2007      1
  146    0.0905    5.6395    Actual/360        33,119.52           397,434.24         4/9/2007    6/1/2007      1
  147    0.0205    5.6575    Actual/360        29,363.85           352,366.20        6/29/2007    8/8/2007      8
  148    0.0205    6.1395    Actual/360        24,267.83           291,214.00        6/27/2007    8/1/2007      1
  149    0.0205    5.4985    Actual/360        26,173.16           314,077.88        6/15/2007    8/8/2007      8
  150    0.0205    5.9995    Actual/360        27,037.66           324,451.96        6/28/2007    8/1/2007      1
  151    0.0205    6.5885    Actual/360        28,766.40           345,196.83         7/5/2007    8/8/2007      8
  152    0.0605    5.7795    Actual/360        26,371.30           316,455.57        6/22/2007    8/1/2007      1
  153    0.0205    6.0495    Actual/360        26,971.20           323,654.40        5/31/2007    7/1/2007      1
  154    0.0205    6.2095      30/360          22,064.58           264,775.00        6/20/2007    8/1/2007      1
  155    0.0205    5.8595    Actual/360        25,153.94           301,847.28        6/18/2007    8/1/2007      1
  156    0.0205    6.2195    Actual/360        22,336.17           268,034.00        6/12/2007    8/1/2007      1
  157    0.0205    5.6095    Actual/360        20,033.42           240,401.00        3/14/2007    5/1/2007      1
  158    0.0205    5.8095    Actual/360        24,723.92           296,687.04        5/14/2007    7/1/2007      1
  159    0.0205    6.0395    Actual/360        27,214.91           326,578.93        5/17/2007    7/1/2007      1
  160    0.0205    5.7395    Actual/360        23,835.70           286,028.37        5/25/2007    7/1/2007      1
  161    0.0205    6.2495    Actual/360        24,008.18           288,098.15        7/11/2007    9/8/2007      8
  162    0.0205    6.3545    Actual/360        24,689.63           296,275.57         6/7/2007    8/5/2007      5
  163    0.0205    5.9695    Actual/360        23,956.31           287,475.72        6/28/2007    8/1/2007      1
  164    0.0205    6.9795    Actual/360        28,271.17           339,254.01        6/21/2007    8/8/2007      8
  165    0.0205    5.7595    Actual/360        19,489.84           233,878.07        5/11/2007    7/1/2007      1
  166    0.0205    6.1995    Actual/360        24,550.70           294,608.34        9/15/2006   11/1/2006      1
  167    0.0205    5.6395    Actual/360        18,912.58           226,950.91        4/26/2007    6/1/2007      1
  168    0.0205    6.4295    Actual/360        24,522.55           294,270.61        6/19/2007    8/1/2007      1
  169    0.0205    5.8195    Actual/360        22,982.81           275,793.68        5/22/2007    7/1/2007      1
  170    0.0205    5.8495    Actual/360        19,395.46           232,745.50        5/21/2007    7/1/2007      1
  171    0.0605    5.7195    Actual/360        22,394.61           268,735.34         5/4/2007    7/1/2007      1
  172    0.0205    6.1295    Actual/360        23,150.67           277,808.04        5/24/2007    7/8/2007      8
  172
  172
  172
  172
  173    0.0205    5.7295    Actual/360        21,883.98           262,607.79         4/2/2007    6/1/2007      1
  174    0.0205    5.7395    Actual/360        23,299.30           279,591.61        4/26/2007    6/1/2007      1
  175    0.0205    5.6795    Actual/360        21,010.50           252,125.95        5/15/2007    7/1/2007      1
  176    0.0705    6.1895    Actual/360        19,093.00           229,116.00        6/14/2007    8/1/2007      1
  177    0.0205    6.0295    Actual/360        17,299.22           207,590.63        5/14/2007    7/1/2007      1
  178    0.0205    6.0595    Actual/360        19,955.22           239,462.60        7/13/2007    9/1/2007      1
  179    0.0205    5.8395    Actual/360        16,383.58           196,603.00        4/18/2007    6/1/2007      1
  180    0.0205    6.0995    Actual/360        19,840.07           238,080.89         6/1/2007    7/1/2007      1
  181    0.0205    5.8795    Actual/360        19,276.94           231,323.28        5/15/2007    7/1/2007      1
  182    0.0905    5.8595    Actual/360        19,082.87           228,994.45        5/15/2007    7/1/2007      1
  183    0.0605    5.6795    Actual/360        18,595.71           223,148.57        4/26/2007    6/1/2007      1
  183
  183
  184    0.0905    5.9695    Actual/360        18,705.82           224,469.81        5/17/2007    7/1/2007      1
  185    0.0205    5.6495    Actual/360        14,603.40           175,240.80         5/3/2007    7/1/2007      1
  186    0.0605    5.9695    Actual/360        18,044.42           216,533.03        5/30/2007    7/1/2007      1
  187    0.0205    5.8795    Actual/360        17,734.78           212,817.36        5/18/2007    7/1/2007      1
  188    0.0705    5.8295    Actual/360        22,549.24           270,590.83        4/26/2007    6/1/2007      1
  189    0.0205    5.7595    Actual/360        16,774.00           201,288.04         5/7/2007    7/1/2007      1
  190    0.0905    5.7395    Actual/360        16,482.62           197,791.39        5/10/2007    7/1/2007      1
  191    0.0605    5.7495    Actual/360        15,859.53           190,314.36        4/23/2007    6/1/2007      1
  191
  191
  192    0.0205    5.7695    Actual/360        15,532.08           186,385.01        4/26/2007    6/1/2007      1
  193    0.0205    5.8795    Actual/360        15,421.55           185,058.60         5/2/2007    7/1/2007      1
  193
  193
  193
  193
  194    0.0205    5.6995    Actual/360        14,687.13           176,245.55        5/22/2007    7/1/2007      1
  195    0.0205    5.9595    Actual/360        14,807.07           177,684.79        4/30/2007    6/1/2007      1
  196    0.0205    5.7895    Actual/360        14,097.36           169,168.32        5/14/2007    7/8/2007      8
  197    0.0205    5.9795    Actual/360        14,389.21           172,670.55        5/31/2007    7/1/2007      1
  198    0.0205    5.6995    Actual/360        11,388.36           136,660.33        4/24/2007    6/1/2007      1
  199    0.0205    6.2895    Actual/360        12,402.66           148,831.87        7/13/2007    9/1/2007      1
  200    0.0205    6.0395    Actual/360        13,878.51           166,542.12        7/13/2007    9/1/2007      1
  201    0.0205    5.6295    Actual/360        13,276.42           159,317.08         1/5/2007    3/1/2007      1
  202    0.0205    5.6045    Actual/360        14,296.22           171,554.64        5/11/2007    7/8/2007      8
  203    0.0205    5.9595    Actual/360        13,460.97           161,531.63        5/31/2007    7/1/2007      1
  204    0.0205    5.8895    Actual/360        13,211.53           158,538.34        5/23/2007    7/1/2007      1
  205    0.0705    6.1195    Actual/360        13,447.81           161,373.70        6/29/2007    8/1/2007      1
  206    0.0205    5.8395    Actual/360        12,992.75           155,913.00        3/29/2007    6/1/2007      1
  207    0.0205    5.7595    Actual/360        13,880.25           166,563.03        5/11/2007    7/1/2007      1
  208    0.0705    5.8595    Actual/360        12,793.74           153,524.84         6/7/2007    8/1/2007      1
  209    0.0205    6.2195    Actual/360        13,223.94           158,687.28         6/4/2007    8/1/2007      1
  210    0.0205    5.7895    Actual/360        12,335.19           148,022.28        5/25/2007    7/1/2007      1
  211    0.0205    5.7715    Actual/360        12,311.12           147,733.44        5/11/2007    7/8/2007      8
  212    0.0205    6.6695    Actual/360        14,429.68           173,156.16        5/11/2007    7/1/2007      1
  212
  212
  213    0.0205    6.3695    Actual/360        11,260.60           135,127.20        7/13/2007    9/1/2007      1
  214    0.0205    6.2295    Actual/360        12,375.92           148,511.04        5/24/2007    7/1/2007      1
  215    0.0205    6.0415    Actual/360        12,070.85           144,850.20        3/27/2007    6/1/2007      1
  216    0.0205    5.7995    Actual/360        9,861.67            118,340.00        3/15/2007    5/1/2007      1
  217    0.0205    5.7895    Actual/360        12,654.75           151,857.00        6/11/2007    8/1/2007      1
  218    0.1355    5.9845    Actual/360        13,033.13           156,397.59        5/15/2007    7/1/2007      1
  219    0.0205    5.8295    Actual/360        11,798.82           141,585.84        4/18/2007    6/1/2007      1
  220    0.0705    5.8195    Actual/360        12,751.88           153,022.56         5/1/2007    7/1/2007      1
  221    0.0205    5.9095    Actual/360        11,749.41           140,992.92        5/10/2007    7/1/2007      1
  222    0.0205    5.7895    Actual/360        11,307.26           135,687.09        5/30/2007    7/1/2007      1
  223    0.0705    6.1995    Actual/360        11,698.67           140,384.04         6/4/2007    8/1/2007      1
  224    0.0705    5.8445    Actual/360        11,139.31           133,671.72         5/4/2007    7/1/2007      1
  225    0.0205    6.4995    Actual/360        11,654.26           139,851.12        6/18/2007    8/1/2007      1
  226    0.0205    6.0095    Actual/360        10,826.65           129,919.80        6/13/2007    8/1/2007      1
  227    0.0205    5.7695    Actual/360        10,550.10           126,601.20        4/25/2007    6/1/2007      1
  228    0.0205    6.2495    Actual/360        11,764.13           141,169.56        5/29/2007    7/1/2007      1
  229    0.0705    6.0295    Actual/360        10,756.41           129,076.89        5/24/2007    7/1/2007      1
  230    0.0205    5.8095    Actual/360        10,301.63           123,619.56        4/30/2007    7/1/2007      1
  231    0.0205    5.9995    Actual/360        10,514.65           126,175.76        5/30/2007    7/1/2007      1
  232    0.0705    6.0695    Actual/360        10,498.02           125,976.24        5/23/2007    7/1/2007      1
  233    0.0705    6.1895    Actual/360        10,478.25           125,739.00         6/1/2007    8/1/2007      1
  234    0.0205    5.8195    Actual/360        9,948.02            119,376.24        5/24/2007    7/1/2007      1
  235    0.0205    6.0095    Actual/360        9,924.43            119,093.17         6/6/2007    8/1/2007      1
  236    0.0205    5.5895    Actual/360        9,482.71            113,792.52        6/11/2007    8/1/2007      1
  237    0.0205    5.8595    Actual/360        10,478.42           125,741.04        5/31/2007    7/1/2007      1
  238    0.0205    5.8525    Actual/360        9,551.27            114,615.24         6/4/2007    8/1/2007      1
  239    0.0705    5.7395    Actual/360        9,398.24            112,778.88        5/28/2007    7/1/2007      1
  240    0.0205    6.5195    Actual/360        10,155.21           121,862.52        5/11/2007    7/1/2007      1
  241    0.0205    6.0395    Actual/360        9,654.62            115,855.44        5/25/2007    7/1/2007      1
  242    0.1355    5.8045    Actual/360        9,531.18            114,374.11        5/10/2007    7/1/2007      1
  243    0.0205    5.7195    Actual/360        9,327.00            111,924.05         5/9/2007    7/1/2007      1
  244    0.0205    5.9395    Actual/360        9,342.76            112,113.12         4/6/2007    6/1/2007      1
  245    0.0205    5.9495    Actual/360        11,077.87           132,934.44         6/6/2007    8/1/2007      1
  246    0.0205    5.6995    Actual/360        8,957.69            107,492.33        5/23/2007    7/1/2007      1
  247    0.0705    5.9995    Actual/360        9,242.09            110,905.11         5/8/2007    7/1/2007      1
  248    0.0205    5.8195    Actual/360        9,017.79            108,213.48        5/24/2007    7/1/2007      1
  249    0.0205    6.1095    Actual/360        9,119.01            109,428.10         6/7/2007    8/1/2007      1
  250    0.0205    5.9695    Actual/360        8,983.62            107,803.44         5/1/2007    7/1/2007      1
  251    0.0205    5.9195    Actual/360        8,935.48            107,225.76         4/9/2007    6/1/2007      1
  252    0.0705    5.8895    Actual/360        8,805.47            105,665.69         5/3/2007    7/1/2007      1
  253    0.0705    5.8695    Actual/360        8,339.78            100,077.36        4/25/2007    6/1/2007      1
  254    0.0205    6.3895    Actual/360        8,766.25            105,195.00         5/8/2007    7/1/2007      1
  255    0.0205    6.4645    Actual/360        8,708.93            104,507.16         6/6/2007    8/1/2007      1
  256    0.0205    5.7895    Actual/360        7,988.50            95,862.05         5/17/2007    7/1/2007      1
  257    0.0205    5.7575    Actual/360        7,609.59            91,315.08         5/16/2007    7/8/2007      8
  258    0.0205    5.8895    Actual/360        7,719.09            92,629.08         5/22/2007    7/1/2007      1
  259    0.0205    6.0095    Actual/360        8,399.77            100,797.29         5/9/2007    7/1/2007      1
  260    0.0205    5.9545    Actual/360        7,474.30            89,691.60         4/25/2007    6/1/2007      1
  261    0.0205    6.4495    Actual/360        7,781.69            93,380.28         5/18/2007    7/1/2007      1
  262    0.0705    6.0295    Actual/360        7,271.94            87,263.25         4/17/2007    6/1/2007      1
  263    0.0205    6.1695    Actual/360        7,215.62            86,587.44         4/20/2007    6/1/2007      1
  264    0.0205    6.1395    Actual/360        6,525.67            78,308.04         4/25/2007    6/1/2007      1
  265    0.0205    6.1395    Actual/360        6,159.74            73,916.94         4/25/2007    6/1/2007      1
  266    0.0205    6.3795    Actual/360        6,255.06            75,060.72          5/1/2007    7/1/2007      1
  267    0.0205    5.7015    Actual/360        4,653.89            55,846.68         5/11/2007    7/8/2007      8
  268    0.0205    6.0995    Actual/360        5,829.96            69,959.52         5/16/2007    7/1/2007      1
  269    0.1355    6.0545    Actual/360        5,575.71            66,908.48          5/9/2007    7/1/2007      1
  270    0.0205    6.6295    Actual/360        5,134.57            61,614.84         5/15/2007    7/1/2007      1
  271    0.0205    6.6095    Actual/360        3,747.75            44,973.00          5/3/2007    7/1/2007      1


                                                          ORIGINAL    REMAINING                                  INITIAL   REMAINING
                                    FINAL                   TERM       TERM TO      ORIGINAL      REMAINING      INTEREST   INTEREST
         MATURITY/   ARD/HYBRID    MATURITY              TO MATURITY  MATURITY    AMORTIZATION   AMORTIZATION      ONLY       ONLY
LOAN #   ARD DATE       LOAN         DATE     SEASONING    OR ARD      OR ARD         TERM           TERM       PERIOD(11)   PERIOD
------------------------------------------------------------------------------------------------------------------------------------

  1       6/8/2017        No                       2          120         118           360             360         60         58
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
  2       6/8/2017        No                       2          120         118           360             360         60         58
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
  3       6/8/2012        No                       2           60          58            0               0          60         58
  4       7/1/2014        No                       1           84          83            0               0          84         83
 4.01
 4.02
 4.03
 4.04
 4.05
 4.06
 4.07
 4.08
 4.09
 4.10
 4.11
 4.12
 4.13
 4.14
 4.15
 4.16
 4.17
 4.18
 4.19
  5       8/6/2014        No                       1           85          84            0               0          85         84
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
 5.11
                          Yes      7/8/2037        1           0           0             0               0          0          0
  6       7/8/2018        Yes      7/8/2037        1          132         131           360             359         0          0
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
  7       7/8/2018        Yes      7/8/2037        1          132         131           360             359         0          0
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
  8       7/8/2018        Yes      7/8/2037        1          132         131           360             359         0          0
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
  9       7/8/2019        Yes      7/8/2037        1          144         143           360             359         0          0
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10      5/1/2012        No                       3           60          57            0               0          60         57
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
  11      6/8/2012        No                       2           60          58            0               0          60         58
  12      7/5/2017        No                       1          120         119           360             360         60         59
  13      8/8/2017        No                       0          120         120            0               0         120        120
13.01
13.02
  14      6/1/2017        No                       2          120         118            0               0         120        118
  15      6/1/2017        No                       2          120         118            0               0         120        118
15.01
15.02
  16      7/1/2017        No                       1          120         119            0               0         120        119
  17      6/1/2017        No                       2          120         118            0               0         120        118
  18      7/1/2017        No                       1          120         119           360             360         60         59
  19      7/1/2017        No                       1          120         119           360             360         36         35
  20      6/8/2017        No                       2          120         118           420             420         84         82
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
  21      8/8/2017        No                       0          120         120           420             420         0          0
  22      7/8/2017        No                       1          120         119           360             359         0          0
  23      6/1/2017        No                       2          120         118            0               0         120        118
  24      6/1/2017        No                       2          120         118            0               0         120        118
  25      5/1/2017        No                       3          120         117            0               0         120        117
          8/1/2017        No                       0          120         120           360             360         0          0
  26      8/1/2017        No                       0          120         120           360             360         0          0
  27      8/1/2017        No                       0          120         120           360             360         0          0
  28      8/1/2017        No                       0          120         120           360             360         24         24
  29      5/1/2017        No                       3          120         117            0               0         120        117
  30      4/1/2017        No                       4          120         116            0               0         120        116
  31      7/1/2017        No                       1          120         119           360             360         24         23
  32      5/1/2012        No                       3           60          57            0               0          60         57
  33      7/1/2017        No                       1          120         119            0               0         120        119
  34      6/8/2017        No                       2          120         118            0               0         120        118
  35      4/1/2017        No                       4          120         116            0               0         120        116
  36      7/1/2017        No                       1          120         119            0               0         120        119
  37      6/1/2017        No                       2          120         118            0               0         120        118
  38      5/1/2012        No                       3           60          57            0               0          60         57
  39      6/1/2017        No                       2          120         118            0               0         120        118
  40      7/1/2017        No                       1          120         119           360             359         0          0
          8/8/2017        No                       0          120         120           420             420         60         60
  41      8/8/2017        No                       0          120         120           420             420         60         60
  42      8/8/2017        No                       0          120         120           420             420         60         60
  43      8/8/2017        No                       0          120         120           420             420         60         60
  44      6/1/2017        No                       2          120         118            0               0         120        118
  45      7/1/2014        No                       1           84          83            0               0          84         83
  46      8/1/2017        No                       0          120         120           300             300         24         24
46.01
46.02
46.03
46.04
46.05
  47      7/1/2017        No                       1          120         119           360             360         60         59
  48      7/8/2017        No                       1          120         119           420             419         0          0
  49      6/1/2017        No                       2          120         118           360             358         0          0
49.01
49.02
49.03
49.04
49.05
49.06
49.07
49.08
49.09
49.10
49.11
49.12
49.13
49.14
49.15
49.16
49.17
49.18
  50      5/1/2012        No                       3           60          57            0               0          60         57
  51     11/1/2014        No                      57          144          87            0               0          87         87
  52      7/8/2017        No                       1          120         119           420             420         24         23
  53      7/8/2017        No                       1          120         119           360             360         60         59
53.01
53.02
  54      6/8/2012        No                       2           60          58            0               0          60         58
  55      6/8/2014        No                       2           84          82           420             420         60         58
  56      7/1/2017        No                       1          120         119            0               0         120        119
  57      7/1/2017        No                       1          120         119           360             360         12         11
  58      7/8/2017        No                       1          120         119           420             420         60         59
  59      6/1/2017        No                       2          120         118            0               0         120        118
  60      5/8/2012        No                       3           60          57            0               0          60         57
  61      7/8/2017        No                       1          120         119           360             359         0          0
  62      5/1/2012        No                       3           60          57            0               0          60         57
  63      7/1/2012        No                       1           60          59            0               0          60         59
  64      7/1/2017        No                       1          120         119           360             360         60         59
  65      7/1/2017        No                       1          120         119           360             360         60         59
  66      6/8/2017        No                       2          120         118            0               0         120        118
  67      7/1/2017        No                       1          120         119            0               0         120        119
  68      6/8/2017        No                       2          120         118            0               0         120        118
  69      5/1/2017        No                       3          120         117           360             357         0          0
  70      7/1/2017        No                       1          120         119            0               0         120        119
  71      6/1/2017        No                       2          120         118           360             358         0          0
  72      6/1/2017        No                       2          120         118            0               0         120        118
  73      5/1/2012        No                       3           60          57           300             300         12         9
  74      5/1/2012        No                       3           60          57            0               0          60         57
  75      7/1/2017        No                       1          120         119           360             360         36         35
  76     11/1/2011        Yes      11/1/2036       9           60          51           360             351         0          0
  77      6/1/2012        No                       2           60          58            0               0          60         58
  78      6/1/2017        No                       2          120         118           300             298         0          0
  79      4/1/2017        No                       4          120         116           360             360         60         56
  80      6/8/2012        No                       2           60          58           420             420         12         10
  81      7/1/2017        No                       1          120         119           360             360         60         59
  82      8/8/2017        No                       0          120         120           420             420         60         60
  83      6/8/2017        No                       2          120         118           360             360         60         58
  84      7/8/2017        No                       1          120         119           420             419         0          0
84.01
84.02
  85      5/1/2017        No                       3          120         117            0               0         120        117
  86      7/1/2017        No                       1          120         119           360             360         24         23
  87      6/1/2017        No                       2          120         118           360             358         0          0
  88      6/1/2017        No                       2          120         118           360             360         60         58
  89      7/1/2017        No                       1          120         119            0               0         120        119
  90      6/1/2017        No                       2          120         118           300             298         0          0
  91      7/1/2017        No                       1          120         119           360             360         60         59
  92      6/1/2017        No                       2          120         118           360             358         0          0
  93      5/1/2017        No                       3          120         117           360             360         24         21
  94      8/1/2017        No                       0          120         120            0               0         120        120
  95      4/1/2017        No                       4          120         116            0               0         120        116
  96      7/1/2017        No                       1          120         119            0               0         120        119
  97      7/1/2017        No                       1          120         119           360             359         0          0
  98      7/1/2017        No                       1          120         119           360             359         0          0
  99      7/1/2017        No                       1          120         119           360             360         72         71
 100      7/1/2017        No                       1          120         119            0               0         120        119
 101      6/1/2017        No                       2          120         118           360             360         24         22
101.01
101.02
 102      7/8/2017        No                       1          120         119           360             359         0          0
 103      5/8/2017        No                       3          120         117            0               0         120        117
 104      6/8/2017        No                       2          120         118           360             360         36         34
 105      7/1/2017        No                       1          120         119            0               0         120        119
 106      7/1/2017        Yes      7/1/2037        1          120         119            0               0         120        119
 107      7/1/2017        No                       1          120         119           360             360         36         35
 108      8/8/2017        No                       0          120         120           360             360         0          0
 109      5/1/2017        No                       3          120         117            0               0         120        117
109.01
109.02
 110      7/1/2017        Yes      7/1/2037        1          120         119           360             360         36         35
 111      6/1/2017        No                       2          120         118            0               0         120        118
 112      6/8/2017        No                       2          120         118           360             360         60         58
112.01
112.02
 113      7/1/2012        No                       1           60          59            0               0          60         59
 114      7/1/2016        No                      13          120         107           300             287         0          0
 115      6/8/2017        No                       2          120         118           420             420         36         34
 116      5/8/2017        No                       3          120         117           300             297         0          0
 117      9/1/2015        No                      23          120          97           300             277         0          0
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
 118      7/8/2017        No                       1          120         119           360             359         0          0
 119      5/1/2017        No                       3          120         117           360             360         24         21
 120      8/1/2017        No                       0          120         120           360             360         60         60
 121      5/1/2017        No                       3          120         117           360             360         84         81
 122      5/1/2017        No                       3          120         117           360             360         60         57
 123      5/1/2017        No                       3          120         117           360             360         84         81
 124      5/8/2017        No                       3          120         117           360             360         24         21
 125      7/8/2017        No                       1          120         119           360             360         60         59
 126      7/8/2017        No                       1          120         119           360             360         36         35
 127      1/1/2017        No                       7          120         113           360             360         72         65
 128      5/1/2017        No                       3          120         117            0               0         120        117
 129      7/8/2017        No                       1          120         119           360             360         36         35
 130      6/1/2017        No                       2          120         118           300             298         0          0
 131      6/1/2017        No                       2          120         118           360             358         0          0
 132      7/1/2017        No                       1          120         119            0               0         120        119
 133      7/1/2017        No                       1          120         119           360             360         60         59
 134      7/1/2017        No                       1          120         119           360             359         0          0
 135      6/1/2012        No                       2           60          58            0               0          60         58
 136      7/1/2017        No                       1          120         119           300             299         0          0
 137      7/1/2017        No                       1          120         119            0               0         120        119
 138      7/1/2017        No                       1          120         119           360             360         36         35
 139      7/1/2017        No                       1          120         119           360             359         0          0
 140     11/1/2016        No                       9          120         111           360             351         0          0
 141      5/1/2017        No                       3          120         117           360             360         60         57
 142      6/1/2017        No                       2          120         118           300             298         0          0
 143      8/8/2017        No                       0          120         120           300             300         0          0
143.01
143.02
 144      6/8/2017        No                       2          120         118            0               0         120        118
 145      6/1/2017        No                       2          120         118            0               0         120        118
 146      5/1/2017        No                       3          120         117           240             237         0          0
 147      7/8/2017        No                       1          120         119           300             299         0          0
 148      7/1/2014        No                       1           84          83            0               0          84         83
 149      7/8/2017        No                       1          120         119           360             360         60         59
 150      7/1/2017        No                       1          120         119           360             360         24         23
 151      7/8/2017        No                       1          120         119           360             359         0          0
 152      7/1/2017        No                       1          120         119           360             360         60         59
 153      6/1/2017        No                       2          120         118           360             358         0          0
 154      7/1/2017        No                       1          120         119            0               0         120        119
 155      7/1/2017        No                       1          120         119           360             359         0          0
 156      7/1/2017        No                       1          120         119            0               0         120        119
 157      4/1/2017        No                       4          120         116            0               0         120        116
 158      6/1/2017        No                       2          120         118           360             358         0          0
 159      6/1/2017        No                       2          120         118           300             298         0          0
 160      6/1/2017        No                       2          120         118           360             360         84         82
 161      8/8/2017        No                       0          120         120           420             420         60         60
 162      7/5/2017        No                       1          120         119           372             371         0          0
 163      7/1/2017        No                       1          120         119           360             359         0          0
 164      7/8/2017        No                       1          120         119           300             299         0          0
 165      6/1/2017        No                       2          120         118            0               0         120        118
 166     10/1/2016        No                      10          120         110           360             350         0          0
 167      5/1/2017        No                       3          120         117            0               0         120        117
 168      7/1/2017        No                       1          120         119           360             360         24         23
 169      6/1/2017        No                       2          120         118           360             360         60         58
 170      6/1/2017        No                       2          120         118            0               0         120        118
 171      6/1/2017        No                       2          120         118           360             360         60         58
 172      6/8/2017        No                       2          120         118           360             358         0          0
 172
 172
 172
 172
 173      5/1/2017        No                       3          120         117           360             360         60         57
 174      5/1/2017        No                       3          120         117           300             297         0          0
 175      6/1/2017        No                       2          120         118           360             358         0          0
 176      7/1/2017        No                       1          120         119            0               0         120        119
 177      6/1/2012        No                       2           60          58            0               0          60         58
 178      8/1/2017        No                       0          120         120           360             360         24         24
 179      5/1/2017        No                       3          120         117            0               0         120        117
 180      6/1/2017        No                       2          120         118           360             360         24         22
 181      6/1/2017        No                       2          120         118           360             358         0          0
 182      6/1/2017        No                       2          120         118           360             358         0          0
 183      5/1/2017        No                       3          120         117           360             357         0          0
 183
 183
 184      6/1/2014        No                       2           84          82           360             358         0          0
 185      6/1/2017        No                       2          120         118            0               0         120        118
 186      6/1/2017        No                       2          120         118           360             358         0          0
 187      6/1/2017        No                       2          120         118           360             360         36         34
 188      5/1/2017        No                       3          120         117           204             201         0          0
 189      6/1/2017        No                       2          120         118           360             360         36         34
 190      6/1/2017        No                       2          120         118           360             358         0          0
 191      5/1/2017        No                       3          120         117           360             357         0          0
 191
 191
 192      5/1/2017        No                       3          120         117           360             360         24         21
 193      6/1/2014        No                       2           84          82           360             358         0          0
 193
 193
 193
 193
 194      6/1/2017        No                       2          120         118           360             360         60         58
 195      5/1/2017        No                       3          120         117           360             357         0          0
 196      6/8/2017        No                       2          120         118           360             360         36         34
 197      6/1/2017        No                       2          120         118           360             360         24         22
 198      5/1/2017        No                       3          120         117            0               0         120        117
 199      8/1/2017        No                       0          120         120            0               0         120        120
 200      8/1/2017        No                       0          120         120           360             360         0          0
 201      2/1/2017        No                       6          120         114           360             360         23         17
 202      6/8/2017        No                       2          120         118           300             298         0          0
 203      6/1/2017        No                       2          120         118           360             360         24         22
 204      6/1/2017        No                       2          120         118           360             358         0          0
 205      7/1/2017        No                       1          120         119           360             359         0          0
 206      5/1/2017        No                       3          120         117           360             357         0          0
 207      6/1/2017        No                       2          120         118           300             298         0          0
 208      7/1/2017        No                       1          120         119           360             360         60         59
 209      7/1/2017        No                       1          120         119           360             359         0          0
 210      6/1/2017        No                       2          120         118           360             360         60         58
 211      6/8/2017        No                       2          120         118           360             360         36         34
 212      6/1/2017        No                       2          120         118           300             298         0          0
 212
 212
 213      8/1/2017        No                       0          120         120            0               0         120        120
 214      6/1/2017        No                       2          120         118           360             358         0          0
 215      5/1/2017        No                       3          120         117           360             360         12         9
 216      4/1/2017        No                       4          120         116            0               0         120        116
 217      7/1/2017        No                       1          120         119           300             299         0          0
 218      6/1/2017        No                       2          120         118           300             298         0          0
 219      5/1/2017        No                       3          120         117           360             357         0          0
 220      6/1/2017        No                       2          120         118           300             298         0          0
 221      6/1/2017        No                       2          120         118           360             358         0          0
 222      6/1/2017        No                       2          120         118           360             358         0          0
 223      7/1/2017        No                       1          120         119           360             360         36         35
 224      6/1/2017        No                       2          120         118           360             360         12         10
 225      7/1/2017        No                       1          120         119           360             359         0          0
 226      7/1/2017        No                       1          120         119           360             359         0          0
 227      5/1/2017        No                       3          120         117           360             357         0          0
 228      6/1/2017        No                       2          120         118           300             298         0          0
 229      6/1/2017        No                       2          120         118           360             360         24         22
 230      6/1/2017        No                       2          120         118           360             360         36         34
 231      6/1/2017        No                       2          120         118           360             358         0          0
 232      6/1/2017        No                       2          120         118           360             358         0          0
 233      7/1/2017        No                       1          120         119           360             360         60         59
 234      6/1/2017        No                       2          120         118           360             358         0          0
 235      7/1/2017        No                       1          120         119           360             359         0          0
 236      7/1/2017        No                       1          120         119           360             359         0          0
 237      6/1/2017        No                       2          120         118           300             298         0          0
 238      7/1/2017        No                       1          120         119           360             359         0          0
 239      6/1/2017        No                       2          120         118           360             360         60         58
 240      6/1/2017        No                       2          120         118           360             360         24         22
 241      6/1/2017        No                       2          120         118           360             358         0          0
 242      6/1/2017        No                       2          120         118           360             358         0          0
 243      6/1/2017        No                       2          120         118           360             358         0          0
 244      5/1/2017        No                       3          120         117           360             357         0          0
 245      7/1/2017        No                       1          120         119           240             239         0          0
 246      6/1/2017        No                       2          120         118           360             360         60         58
 247      6/1/2017        No                       2          120         118           360             360         36         34
 248      6/1/2017        No                       2          120         118           360             358         0          0
 249      7/1/2017        No                       1          120         119           360             360         24         23
 250      6/1/2017        No                       2          120         118           360             358         0          0
 251      5/1/2017        No                       3          120         117           360             357         0          0
 252      6/1/2017        No                       2          120         118           360             358         0          0
 253      5/1/2017        No                       3          120         117           360             360         36         33
 254      6/1/2017        No                       2          120         118           360             358         0          0
 255      7/1/2017        No                       1          120         119           360             360         24         23
 256      6/1/2017        No                       2          120         118           360             360         36         34
 257      6/8/2017        No                       2          120         118           360             360         36         34
 258      6/1/2017        No                       2          120         118           360             358         0          0
 259      6/1/2017        No                       2          120         118           300             298         0          0
 260      5/1/2017        No                       3          120         117           360             357         0          0
 261      6/1/2017        No                       2          120         118           360             358         0          0
 262      5/1/2017        No                       3          120         117           360             360         24         21
 263      5/1/2017        No                       3          120         117           300             297         0          0
 264      5/1/2017        No                       3          120         117           360             357         0          0
 265      5/1/2017        No                       3          120         117           360             357         0          0
 266      6/1/2017        No                       2          120         118           360             358         0          0
 267      6/8/2017        No                       2          120         118            0               0         120        118
 268      6/1/2017        No                       2          120         118           360             360         24         22
 269      6/1/2017        No                       2          120         118           300             298         0          0
 270      6/1/2017        No                       2          120         118           300             298         0          0
 271      6/1/2017        No                       2          120         118           360             358         0          0


                                                                                             UPFRONT       UPFRONT         UPFRONT
          GRACE       GRACE                      ORIGINAL                         YM       ENGINEERING      CAPEX           TI/LC
LOAN #   TO LATE   TO DEFAULT         PREPAYMENT PROVISION (PAYMENTS)         FOOTNOTES    RESERVE ($)   RESERVE ($)     RESERVE ($)
------------------------------------------------------------------------------------------------------------------------------------

   1        0           0       LO(26),Def(91),O(3)                                         424,364
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2        0           0       LO(26),Def(91),O(3)                                         309,041
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3        0           0       LO(26),Def(27),O(7)
   4        7           7       LO(25),Def(55),O(4)
 4.01
 4.02
 4.03
 4.04
 4.05
 4.06
 4.07
 4.08
 4.09
 4.10
 4.11
 4.12
 4.13
 4.14
 4.15
 4.16
 4.17
 4.18
 4.19
   5        0           0       LO(36),GRTRofYMor.5%(45),O(4)                    A
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
 5.11
            0           0       Various                                                     421,213       199,367
   6        0           0       LO(25),Def(103),O(4)
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7        0           0       LO(25),Def(103),O(4)
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8        0           0       LO(25),Def(103),O(4)
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9        0           0       LO(25),Def(115),O(4)
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10        5           5       LO(24),GRTRofYMor1%(32),O(4)                     B
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11        0           0       LO(26),Def(27),O(7)
  12        0           2       LO(25),Def(93),O(2)                                                                     19,583,542
  13        0           0       LO(24),DeforGRTRofYMor1%(93),O(3)                C                        477,449        1,636,010
 13.01
 13.02
  14        3           3       LO(26),Def(58),O(36)                                                     3,000,000      14,000,000
  15        5           5       LO(26),Def(91),O(3)                                         429,625
 15.01
 15.02
  16        0           5       LO(25),GRTRofYMor1%orDef(91),O(4)                D
  17        7           5       LO(26),GRTRofYMor1%orDef(91),O(3)                E
  18        5           5       LO(23),GRTRofYMor1%(93),O(4)                     F
  19        5           5       LO(35),Def(81),O(4)
  20        0           0       LO(26),Def(93),O(1)                                         70,643        150,000
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21        0           0       LO(24),DeforGRTRofYMor1%(93),O(3)                C
  22        0           0       LO(25),Def(92),O(3)                                                                       400,000
  23        7           5       LO(26),GRTRofYMor1%orDef(91),O(3)                E
  24        5           5       LO(26),Def(91),O(3)
  25        5           8       LO(27),Def(90),O(3)
            5           5       LO(24),GRTRofYMor1%orDef(92),O(4)
  26        5           5       LO(24),GRTRofYMor1%orDef(92),O(4)                G
  27        5           5       LO(24),GRTRofYMor1%orDef(92),O(4)                G
  28        5           5       LO(24),GRTRofYMor1%orDef(92),O(4)                G
  29        5           5       LO(35),Def(83),O(2)
  30        5           5       LO(28),Def(89),O(3)
  31        5           5       LO(25),Def(92),O(3)
  32        5           5       LO(27),Def(26),O(7)
  33        5           5       LO(23),GRTRofYMor1%(94),O(3)                     H           9,000
  34        0           0       LO(26),Def(87),O(7)
  35        5           5       LO(28),Def(89),O(3)                                          2,381
  36        0           5       LO(25),GRTRofYMor1%orDef(91),O(4)                D
  37        5           5       LO(35),Def(81),O(4)
  38        5           5       LO(27),Def(26),O(7)
  39        5           5       LO(26),Def(91),O(3)                                          6,125
  40        5           5       LO(24),GRTRofYMor1%(92),O(4)                     B
            0           0       LO(24),Def(93),O(3)                                         251,440
  41        0           0       LO(24),Def(93),O(3)
  42        0           0       LO(24),Def(93),O(3)                                         251,440
  43        0           0       LO(24),Def(93),O(3)
  44        5           5       LO(26),Def(91),O(3)
  45        5           5       GRTRofYMor1%(24),1%(57),O(3)                     B          94,450
  46        5           5       LO(24),Def(93),O(3)
 46.01
 46.02
 46.03
 46.04
 46.05
  47        5           5       LO(25),Def(92),O(3)                                                                      1,100,000
  48        0           0       LO(25),Def(92),O(3)                                         228,244
  49        5           5       LO(35),Def(81),O(4)
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50        5           5       LO(27),Def(26),O(7)
  51        5           5       LO(47),Def(94),O(3)                                         108,625
  52        0           0       LO(25),Def(91),O(4)
  53        0           0       LO(25),Def(91),O(4)                                         25,208                        200,000
 53.01
 53.02
  54        0           0       LO(24),GRTRofYMor1%(32),O(4)                     I           4,000         47,582
  55        0           0       LO(26),Def(53),O(5)                                                                       444,500
  56        5           5       LO(25),Def(91),O(4)
  57        5           5       LO(25),Def(92),O(3)
  58        0           0       LO(25),Def(91),O(4)                                         65,621
  59        5           5       LO(26),Def(91),O(3)                                                                        5,000
  60        0           0       LO(27),Def(29),O(4)                                                                       250,000
  61        0           0       LO(25),Def(92),O(3)
  62        5           5       LO(27),Def(26),O(7)
  63        5           5       LO(57),O(3)
  64        7           7       LO(25),GRTRofYMor1%(92),O(3)                     F          13,475
  65       10           5       LO(25),Def(92),O(3)
  66        0           0       LO(26),Def(91),O(3)                                         36,358         29,617          2,500
  67        5           5       LO(25),GRTRofYMor1%orDef(93),O(2)                G
  68        0           0       LO(26),Def(91),O(3)                                                        31,621
  69        5           5       LO(27),Def(90),O(3)
  70        5           5       LO(25),Def(92),O(3)
  71        5           5       LO(35),Def(81),O(4)
  72        7           7       LO(26),GRTRofYMor1%orDef(91),O(3)                F
  73        5           5       LO(24),3%(12),2%(12),1%(6),O(6)
  74        5           5       LO(27),Def(26),O(7)
  75        5           5       LO(25),Def(92),O(3)
  76        5           5       LO(33),Def(24),O(3)
  77        5           5       LO(26),Def(31),O(3)
  78        5           5       LO(26),Def(91),O(3)
  79        5           5       LO(28),Def(89),O(3)                                         10,000
  80        0           0       LO(24),3%(12),2%(12)1%(11),O(1)                                                           50,000
  81        5           5       LO(35),GRTR1%orYM(81),O(4)
  82        0           0       LO(24),DeforGRTRofYMor1%(93),O(3)                C
  83        0           0       LO(26),Def(91),O(3)
  84        0           0       LO(25),Def(92),O(3)
 84.01
 84.02
  85        5           5       LO(27),Def(89),O(4)
  86        5           5       LO(25),Def(92),O(3)
  87        5           5       LO(26),Def(91),O(3)
  88        5           5       LO(26),Def(91),O(3)
  89        5           5       LO(25),Def(92),O(3)                                         240,000
  90        5           5       LO(26),Def(91),O(3)
  91        5           5       LO(25),Def(93),O(2)                                                      1,100,000
  92        7           5       LO(26),Def(91),O(3)
  93        5           5       LO(27),Def(90),O(3)
  94        5           5       LO(24),Def(93),O(3)
  95        5           5       LO(28),Def(89),O(3)
  96        5           5       LO(25),Def(92),O(3)
  97        5           5       LO(35),Def(81),O(4)
  98        5           5       LO(25),Def(92),O(3)                                          6,250
  99        5           5       LO(25),Def(92),O(3)
  100       5           5       LO(25),Def(92),O(3)                                         28,125
  101       5           5       LO(26),Def(91),O(3)
101.01
101.02
  102       0           0       LO(25),Def(94),O(1)
  103       0           0       LO(36),GRTRofYMor1%(78),O(6)                     C                         36,300
  104       0           0       LO(26),Def(90),O(4)
  105       5           5       LO(25),Def(92),O(3)
  106       5           5       LO(25),Def(91),O(4)                                                                       540,000
  107       5           5       LO(25),Def(91),O(4)                                         25,000                        275,000
  108       0           0       LO(24),Def(95),O(1)                                         127,000                       76,200
  109       7           5       LO(27),Def(90),O(3)
109.01
109.02
  110       5           5       LO(35),Def(83),O(2)
  111       5           5       LO(26),Def(91),O(3)
  112       0           0       LO(26),Def(88),O(6)                                         207,098                       90,000
112.01
112.02
  113       5           5       LO(23),GRTRofYMor1%(33),O(4)                     F
  114       5           5       LO(37),Def(80),O(3)
  115       0           0       LO(26),Def(90),O(4)                                         26,600                        95,327
  116       0           0       LO(27),Def(92),O(1)
  117       5           5       LO(47),Def(69),O(4)
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
  118       0           0       LO(60),GRTRofYMor1%(56),O(4)                     C          78,000
  119       5           5       LO(27),Def(90),O(3)
  120       5           5       LO(24),Def(93),O(3)
  121       5           5       LO(27),Def(90),O(3)
  122       5           5       LO(23),GRTRofYMor1%(94),O(3)                     F
  123       5           5       LO(27),Def(90),O(3)
  124       0           0       LO(27),Def(90),O(3)                                                                       75,000
  125       0           0       LO(25),Def(92),O(3)
  126       0           0       LO(25),Def(92),O(3)                                                                       40,000
  127       5           5       LO(31),Def(86),O(3)
  128       5           5       LO(27),Def(90),O(3)
  129       0           0       LO(25),Def(91),O(4)                                                                       374,389
  130       5           5       LO(26),Def(91),O(3)                                         35,125
  131       5           5       LO(26),Def(3),GRTRofYMor1%orDef(78),O(13)        F
  132       5           5       LO(25),Def(92),O(3)
  133       5           5       LO(25),Def(92),O(3)
  134       5           5       LO(25),Def(92),O(3)
  135       5           5       LO(26),Def(31),O(3)                                         295,000
  136       5           5       LO(25),Def(92),O(3)
  137      15           5       LO(25),Def(92),O(3)                                         11,813
  138       5           5       LO(25),Def(92),O(3)
  139       5           5       LO(23),GRTRofYMor1%(94),O(3)                     H          871,236
  140       5           5       LO(60),GRTRofYMor1%(57),O(3)                     B
  141       7           7       LO(27),Def(90),O(3)
  142       5           5       LO(26),Def(91),O(3)
  143       0           0       LO(24),Def(93),O(3)
143.01
143.02
  144       0           0       LO(26),Def(90),O(4)
  145       5           5       LO(24),GRTRofYMor1%(93),O(3)                     B
  146       5           5       LO(27),Def(90),O(3)
  147       0           0       LO(25),Def(92),O(3)
  148       5           5       LO(24),GRTRofYMor1%(57),O(3)                     B
  149       0           0       LO(25),Def(92),O(3)
  150       5           5       LO(25),Def(92),O(3)
  151       0           0       LO(25),Def(94),O(1)
  152       5           5       LO(25),Def(92),O(3)                                                        46,311         88,695
  153       5           5       LO(26),Def(90),O(4)
  154       5           5       LO(25),Def(92),O(3)
  155       5           5       LO(35),Def(81),O(4)                                         15,619       1,000,000
  156       5           5       LO(25),Def(92),O(3)
  157       5           5       LO(28),Def(89),O(3)
  158       5           5       LO(35),Def(81),O(4)                                                                       35,000
  159       5           5       LO(26),Def(91),O(3)
  160       5           5       LO(26),Def(91),O(3)
  161       0           0       LO(24),DeforGRTRofYMor1%(93),O(3)                C                                        90,000
  162       3           3       LO(25),Def(92),O(3)
  163       5           5       LO(25),Def(92),O(3)
  164       0           0       LO(25),Def(94),O(1)
  165       5           5       LO(26),Def(91),O(3)
  166       5           5       LO(34),Def(83),O(3)                                         31,563
  167       5           5       LO(27),Def(90),O(3)
  168       5           5       LO(25),Def(92),O(3)
  169       5           5       LO(35),GRTRofYMor1%(82),O(3)                     F          69,375
  170       5           5       LO(26),Def(93),O(1)
  171       5           5       LO(26),Def(91),O(3)
  172       0           0       LO(26),Def(93),O(1)
  172
  172
  172
  172
  173       5           5       LO(27),Def(90),O(3)
  174       5           5       LO(35),GRTRofYMor1%(82),O(3)                     F
  175       5           5       LO(26),Def(91),O(3)
  176      10           5       LO(35),GRTRofYMor1%(82),O(3)                     F
  177      10           5       LO(26),Def(31),O(3)
  178       5           5       LO(24),Def(93),O(3)
  179       5           5       LO(36),GRTRofYMor1%(81), O(3)                    B          14,888
  180       5           5       LO(35),GRTRofYMor1%(81),O(4)                     F
  181       5           5       GRTRofYMor1%(35),GRTRofYMor1%orDef(81),O(4)      G
  182      15           5       LO(26),Def(91),O(3)
  183       5           5       LO(27),Def(90),O(3)
  183
  183
  184       5           5       LO(26),Def(55),O(3)
  185       5           5       LO(26),Def(91),O(3)
  186       5           5       LO(26),Def(91),O(3)
  187       5           5       LO(35),Def(81),O(4)
  188      15           5       LO(27),Def(90),O(3)
  189       5           5       LO(35),GRTRofYMor1%(82),O(3)                     F
  190      15           5       LO(26),Def(91),O(3)
  191       5           5       LO(27),Def(90),O(3)
  191
  191
  192       5           5       LO(27),Def(90),O(3)
  193       5           5       LO(35),Def(45),O(4)
  193
  193
  193
  193
  194       5           5       LO(26),Def(91),O(3)
  195       5           5       LO(35),GRTRofYMor1%(82),O(3)                     F
  196       0           0       LO(26),Def(90),O(4)                                                                       70,000
  197      10           5       LO(26),Def(91),O(3)
  198       5           5       LO(27),Def(90),O(3)
  199       5           5       LO(24),Def(93),O(3)
  200       5           5       LO(24),GRTRofYMor1%(93),O(3)                     B
  201       5           5       LO(30),Def(87),O(3)
  202       0           0       LO(26),Def(93),O(1)
  203      10           5       LO(26),Def(91),O(3)
  204       5           5       LO(26),Def(91),O(3)
  205       5           5       LO(25),Def(92),O(3)
  206       5           5       LO(35),Def(81),O(4)
  207       5           5       LO(26),Def(91),O(3)
  208       5           5       LO(35),GRTRofYMor1%(82),O(3)                     F
  209       5           5       LO(25),Def(91),O(4)                                          5,000
  210       5           5       LO(26),Def(91),O(3)
  211       0           0       LO(26),Def(90),O(4)
  212       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  212
  212
  213       5           5       LO(24),Def(93),O(3)
  214       5           5       LO(35),Def(81),O(4)
  215       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G                                        125,000
  216       5           5       LO(28),Def(89),O(3)
  217       5           5       LO(35),Def(81),O(4)
  218      15           5       LO(26),Def(91),O(3)
  219       5           5       LO(35),Def(81),O(4)
  220       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  221       5           5       LO(35),Def(81),O(4)
  222       5           5       LO(26),Def(91),O(3)
  223       5           5       LO(35),Def(81),O(4)                                                        76,000
  224       5           5       LO(35),Def(83),O(2)                                         15,625                        75,000
  225       5           5       LO(35),Def(81),O(4)                                         10,436
  226       5           5       LO(35),Def(81),O(4)                                          9,000
  227       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G                                        12,250
  228       5           5       LO(26),Def(91),O(3)                                          2,775
  229       5           5       LO(26),Def(91),O(3)
  230       5           5       LO(35),Def(81),O(4)                                                                       35,000
  231       5           5       LO(26),Def(91),O(3)
  232       5           5       LO(26),Def(91),O(3)
  233       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  234       5           5       LO(35),Def(81),O(4)
  235       5           5       LO(25),Def(92),O(3)
  236       7           7       LO(25),Def(92),O(3)
  237       5           5       LO(35),Def(81),O(4)
  238       5           5       LO(25),GRTRofYMor1%orDef(91),O(4)                G                                        85,000
  239       5           5       LO(26),Def(91),O(3)
  240       5           5       LO(26),Def(92),O(2)
  241       5           5       LO(35),Def(81),O(4)
  242      15           5       LO(26),Def(91),O(3)
  243       5           5       LO(26),Def(91),O(3)
  244       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  245       5           5       LO(35),Def(81),O(4)
  246       5           5       LO(26),Def(91),O(3)
  247      10           5       LO(26),Def(91),O(3)
  248       5           5       LO(35),Def(81),O(4)
  249      10           5       LO(25),Def(92),O(3)
  250       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  251       5           5       LO(35),Def(81),O(4)
  252       5           5       LO(26),Def(93),O(1)
  253       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  254       5           5       LO(35),Def(81),O(4)
  255       5           5       LO(35),GRTRofYMor1%orDef(81),O(4)                G
  256       5           5       LO(26),Def(91),O(3)                                         12,500
  257       0           0       LO(26),Def(90),O(4)
  258       5           5       LO(35),Def(81),O(4)
  259       5           5       LO(26),Def(91),O(3)
  260       5           5       LO(35),Def(81),O(4)
  261       5           5       LO(35),Def(81),O(4)
  262       5           5       LO(27),Def(90),O(3)
  263       5           5       LO(27),Def(90),O(3)
  264       5           5       LO(27),Def(90),O(3)
  265       5           5       LO(27),Def(90),O(3)
  266       5           5       LO(35),Def(81),O(4)
  267       0           0       LO(26),Def(90),O(4)
  268       5           5       LO(26),Def(92),O(2)
  269       5           5       LO(26),Def(91),O(3)
  270       5           5       LO(35),Def(81),O(4)
  271       5           5       LO(35),Def(81),O(4)


           UPFRONT       UPFRONT       UPFRONT                                                 UPFRONT
            RE TAX         INS.         OTHER                                                   OTHER
LOAN #   RESERVE ($)   RESERVE ($)   RESERVE ($)                                         RESERVE DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------

   1      2,664,654     1,663,555
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2      2,430,923     1,407,291      75,000                                          Environmental Reserve
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3
   4
 4.01
 4.02
 4.03
 4.04
 4.05
 4.06
 4.07
 4.08
 4.09
 4.10
 4.11
 4.12
 4.13
 4.14
 4.15
 4.16
 4.17
 4.18
 4.19
   5      2,456,647      538,617
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
 5.11
          1,101,000       77,111       836,775                                         Environmental Reserve
   6
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10       940,270        45,000
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11
  12                                  6,097,819                                          Free Rent Impound
  13       417,083       110,740       93,750                                          Environmental Reserve
 13.01
 13.02
  14       951,608        97,134     11,912,235    Tenant Improvement Allowance Holdback, Leasing Commissions Holdback, Tenant Free
                                                                                     Rent Holdback
  15                                  3,252,000                                            Earnout Escrow
 15.01
 15.02
  16
  17
  18       126,672
  19
  20       136,491
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21        9,782
  22                      12,328
  23
  24       103,226                      2,100                                       Blockbuster Estoppel Escrow
  25
            68,880
  26        16,880
  27        29,000
  28        23,000
  29        30,580        18,553
  30        38,120        11,918
  31       139,202
  32        31,281        27,766
  33        30,879        18,884
  34       110,761       103,400       300,000                                          Debt Service Reserve
  35       135,059        59,225       116,250                                       Rent and Estoppel Escrows
  36
  37       253,248
  38       209,784        23,842
  39       124,157        28,572       185,459                                        Construction Escrow Fund
  40        46,534

  41
  42
  43
  44        23,319
  45        66,671
  46        84,676                    2,159,300                                            Earnout Escrow
 46.01
 46.02
 46.03
 46.04
 46.05
  47       142,389        40,308
  48        29,075        13,048       22,500                                          Environmental Reserve
  49                                   154,592                             Minimum Account Balance; Debt Service Reserve
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50       115,815        30,286
  51       319,000        22,750
  52                                  1,370,000                                          Club House Reserve
  53        78,833
 53.01
 53.02
  54        66,198        12,249       680,000                                           Occupancy Holdback
  55       134,501        13,800
  56
  57        10,250
  58        63,729                     50,680                                            Occupancy Reserve
  59       193,338        24,607       82,362                                           Rent Increase Escrow
  60        91,143
  61        28,960        83,194      1,700,000                                        Lease Purchase Option
  62        68,509        18,295
  63        20,454        4,394        518,872                     Four Seasons Escrow Fund/Regis Escrow Fund/Earnout Escrow Fund
  64       160,609
  65
  66       185,004        1,129       1,000,000                                           Performance LOC
  67                                   231,449                                          Debt Service Impound
  68        51,759        2,684
  69        70,582                    1,100,000                                          Occupancy Holdback
  70       106,632        18,180
  71        83,586        44,596
  72       102,964        10,220
  73        84,039
  74        42,639        13,167
  75        44,039        29,495
  76        8,210         3,220       1,800,000                                   Capital Expenditures Escrow Fund
  77        86,831        23,674
  78       100,163        16,292
  79        10,834
  80        6,577                     1,000,000                                         Debt Service Reserve
  81        6,528
  82
  83
  84        55,825        2,656       1,050,000                                         Tenant Cash Holdback
 84.01
 84.02
  85
  86                       574
  87       141,035        12,408
  88
  89
  90        20,215        31,011
  91        10,153        10,656
  92        6,101
  93                      15,862
  94
  95                                  1,365,190                   Economic Earnout; Earnout Paydown Amount; Papa John's Lease Fund
  96                                   89,025                                          Special Tenant Escrow
  97
  98        40,599        2,514        116,520                           Dialysis Associates Escrow Fund/Zoning Escrow Fund
  99        27,041        9,073        48,765                                         Happy Garden Lease Fund
  100       25,000        2,919        11,736                                             Rent Escrow Fund
  101       16,807        6,820
101.01
101.02
  102       94,500        13,433       70,612                                           Debt Service Reserve
  103       61,260
  104       13,952        24,455
  105
  106                                  250,000                                          Debt Service Reserve
  107       45,876         844
  108
  109       72,001        11,090
109.01
109.02
  110       53,217        56,622
  111       52,069        4,127
  112       50,129                     30,000                                          Environmental Reserve
112.01
112.02
  113
  114       53,472        60,426
  115       53,459        6,577
  116       45,316        13,659
  117                                  951,000                         Minimum Account Balance Impound; Construction Impound
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
  118       91,273         632         10,000                                          EMC Punch List Reserve
  119       23,416        1,689
  120       93,339        13,354       246,100                                 Earnout Escrow; Earnout Paydown Amount
  121
  122
  123
  124       27,390        4,661
  125                                  192,207                                          Debt Service Reserve
  126                     1,034        840,000                                            Tenant Holdback
  127       11,798        14,802       200,000                                      Special Repairs Escrow Fund
  128       4,460
  129                     3,994        550,000                                     Navy Federal Occupancy Reserve
  130       28,806        4,661
  131       32,649        2,797        20,000                                   Edge Fitness 3 months rent holdback
  132                                  100,000                                          Parking Space Escrow
  133       15,355        6,675
  134       17,160        9,106
  135       12,418        2,458
  136
  137       37,576        19,976
  138
  139       19,808        2,048
  140       8,392         2,636        18,686                                          All Roads Escrow Fund
  141       56,089
  142       19,546        4,409
  143                                  400,000                                              Cash Reserve
143.01
143.02
  144
  145
  146
  147       17,917        5,069
  148
  149       39,173        4,410
  150       15,122        2,112
  151       30,540         974         300,000                                           Occupancy Reserve
  152       5,651         4,664
  153
  154
  155      148,949        67,424       243,238                                         Environmental Impound
  156       46,384        9,375
  157       1,374
  158        700          1,644
  159       7,490         5,809
  160       22,173        3,089
  161
  162       64,560        9,904
  163                     1,577
  164       17,459
  165       12,846
  166       43,282        11,496       48,675                                           Ameripath TI escrow
  167                                  104,000                                       Special Tenant Escrow Fund
  168       39,299         709
  169       38,558        2,203
  170
  171
  172       19,439        1,409        67,050                                           Debt Service Reserve
  172
  172
  172
  172
  173       9,961          848
  174
  175
  176
  177       22,630        1,847         2,000                                         TIC & Out of Pocket Fee
  178                                  172,500                                            Reverse Earn Out
  179       3,178         1,167
  180       33,709        18,106
  181
  182       4,488         1,885
  183
  183
  183
  184
  185       1,876
  186       44,591                     96,323                                         Lease Occupancy Holdback
  187                     1,355        55,000                                             Rent-Up Impound
  188       31,655        5,984
  189       11,526         720
  190       19,993        2,561
  191                                   2,750                                     PZR/TIC/Multiproperty Holdbacks
  191
  191
  192       14,051        9,354
  193
  193
  193
  193
  193
  194                                  20,000                                             Tenant Holdback
  195       13,754        1,183
  196       8,216         3,354
  197       11,125         648
  198       17,033         936         30,000                                           Gas Easement Escrow
  199
  200
  201       20,729         612         50,000                                           Performance Holdback
  202
  203       25,874         933
  204
  205       21,516        11,848
  206                                  22,560                                              Rent Holdback
  207
  208       5,732         3,234
  209       6,920         3,578        69,328                                            Free Rent Impound
  210       4,607          499
  211       4,705         4,784
  212
  212
  212
  213
  214       33,579                       500                           Debt Service Impound & Minimum Account Balance Impound
  215       3,021          307
  216       2,627
  217       11,229        5,533
  218       5,035         1,978
  219
  220
  221                                    500                                      Minimum Account Balance Impound
  222
  223       6,084          548
  224       18,648        3,999        16,875                                          Environmental Impound
  225       20,083         620
  226       1,230         1,224
  227       2,657         1,194
  228       4,554          867
  229       7,832          397
  230       19,068        2,128
  231       4,693         18,264
  232       10,631        2,324
  233       5,312          440
  234                                    500                                      Minimum Account Balance Impound
  235       4,759          884
  236       8,076         10,250
  237       4,470                       8,867                                             Rent-Up Impound
  238
  239
  240                     2,457
  241       5,064         1,481
  242
  243       3,246
  244        700          2,849
  245       16,360        3,570
  246       12,069         606
  247       21,259         962          1,250                                 PZR Report, Out of Pocket Attorney Costs
  248                                    500                                      Minimum Account Balance Impound
  249       19,891        1,010
  250       1,972         1,085
  251
  252       5,128         4,033
  253       8,187                       5,000                                    Men's Wearhouse Estoppel Holdback
  254       14,112        3,521
  255       24,510        9,378
  256       10,033        14,115
  257       6,231         4,383
  258       3,065         8,977
  259       17,721        4,115
  260
  261       4,056         2,112
  262       15,890        1,271
  263       10,006        1,007
  264       4,530         7,107
  265       4,208         5,680
  266                                   6,755                         Debt Service Reserve and Minimum Account Balance Impound
  267
  268       14,130        9,810
  269       10,468        8,060
  270
  271       1,408         19,799


                                                                                                                     MONTHLY
           MONTHLY         MONTHLY         MONTHLY         MONTHLY         MONTHLY       MONTHLY       MONTHLY        OTHER
            CAPEX           CAPEX           TI/LC           TI/LC          RE TAX         INS.          OTHER        RESERVE
LOAN #   RESERVE ($)   RESERVE CAP ($)   RESERVE ($)   RESERVE CAP ($)   RESERVE ($)   RESERVE ($)   RESERVE ($)   DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------

  1        172,553                                                         380,665       184,839
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
  2        148,720                                                         347,275       156,366
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
  3
  4
 4.01
 4.02
 4.03
 4.04
 4.05
 4.06
 4.07
 4.08
 4.09
 4.10
 4.11
 4.12
 4.13
 4.14
 4.15
 4.16
 4.17
 4.18
 4.19
  5                                                                        301,545       44,885
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
 5.11

  6
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
  7
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
  8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
  9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10        60,519                                                         143,996       62,500
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
  11
  12        9,775                                                          170,561
  13        9,875                          25,000         1,600,000        59,583        15,820
13.01
13.02
  14                                       97,787         2,500,000        190,322
  15                                         880                           50,875
15.01
15.02
  16
  17
  18                                                                       42,224
  19
  20                                                                       45,497
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
  21        3,142                                                          37,693         6,413
  22        1,512                           4,167          200,000         13,622         6,164
  23
  24                                                                       51,613
  25
            21,497        1,017,000                                        17,220
  26        11,343         408,000                                          4,220
  27        5,716          343,000                                          7,250
  28        4,438          266,000                                          5,750
  29        2,653                           3,000          108,000         15,290         3,711
  30        9,327          335,775                                          9,530         3,973
  31
  32        6,709                                                          15,640         4,628
  33                                                                       10,293         3,777
  34                                                                       18,460        10,352
  35        3,868                           2,083          160,000         16,882         6,502
  36
  37                                                                       31,656
  38        5,879                                                          125,870        3,974
  39        4,281                                                          17,737         3,175
  40                                                                       15,511
            10,650                         116,881                         30,584         1,073
  41        4,850                          51,183                          13,308          404
  42        3,100                          35,357                           9,469          388
  43        2,700                          30,341                           7,808          281
  44                                                                        7,773
  45                                                                       16,668
  46                                                                       14,113
46.01
46.02
46.03
46.04
46.05
  47        1,405          51,000           9,377          230,000         34,777         3,664
  48         817           29,412           3,500          150,000         14,538         3,262
  49
49.01
49.02
49.03
49.04
49.05
49.06
49.07
49.08
49.09
49.10
49.11
49.12
49.13
49.14
49.15
49.16
49.17
49.18
  50        6,625                                                          23,163         5,048
  51        5,800          208,800                                         54,284         4,046
  52        3,100          37,200                                          15,500
  53        1,251                                                          15,767
53.01
53.02
  54        2,045                                                          16,550         2,450
  55        1,609                           2,778          200,000         33,625         1,851
  56
  57        16,512
  58        1,067                                                          15,932
  59         772                            2,665                          24,167        12,304
  60        1,339          32,132           6,694          160,662         22,786        20,669
  61         902           21,653                                          14,480        13,866
  62        5,000                                                          13,702         3,049
  63                                                                        3,409          879
  64
  65        5,167          186,000
  66         637                                                           15,417         1,129
  67
  68        1,581          88,523           4,750          200,000         10,352         1,342
  69         799           26,371            533            19,185         17,640
  70                                                                       17,772         1,515
  71        13,900                                                         11,972         4,054
  72        1,429                                                          20,593         1,703
  73        26,170                                                         10,505
  74        4,000                                                           8,528         2,195
  75        2,450          58,800                                          11,010         2,548
  76        1,135                                                           8,210         1,610
  77                                                                       10,854         7,891
  78        1,565                           6,250          225,000         14,309         8,146
  79         930           11,165
  80        1,714                           4,167          100,000          6,577         4,182
  81                                                                        3,264
  82        2,750                                                           4,750         3,333
  83
  84         366                            1,667           40,000          9,304          885
84.01
84.02
  85
  86
  87        3,200          76,800                                          17,629         2,482
  88                       60,000
  89
  90        6,803                                                          10,107         3,446
  91        6,440                                                           5,923         1,184
  92                                                                        6,101
  93        17,970                                                         13,253         3,965
  94
  95
  96
  97
  98        1,355                           7,460          250,000         13,533          838
  99                                                                       13,520          825
 100                                        1,825           75,000          6,250          584
 101        1,044                                                          11,202         1,364
101.01
101.02
 102                                        3,115                          10,500         6,717
 103        4,839          232,000
 104                                                                        6,976         2,223
 105
 106        2,565
 107                       25,000                          225,000
 108                                                                        4,263         1,232
 109        4,000                                                          12,000         2,773
109.01
109.02
 110        10,474                                                          6,652        14,156
 111         370                            2,473           89,043         10,414          516
 112         876           21,032                           90,000         16,710
112.01
112.02
 113
 114        8,855                                                           6,689         7,416
 115         949           11,390                                          10,692         3,288
 116        9,251                                                           7,553         1,518
 117
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
 118                                        6,250          225,000         22,818          632
 119         747                            2,522           90,780          3,903          563
 120         945                            5,150
 121
 122
 123
 124         648                            3,125          150,000          6,930         1,165
 125
 126         579                            3,333           75,000          7,084         1,034
 127        7,361                                                          11,798         3,701
 128                                                                        4,460
 129         520                            1,732                           9,188         1,997
 130                                                                        4,801          932
 131         568           18,258           2,496          150,000          3,628          400
 132
 133         249            8,973           1,097           39,475          3,839          607
 134         307           11,000           1,434           51,000
 135         535                                                            4,139          410
 136        5,934
 137        3,170                                                           5,368         2,497
 138                                        1,445           65,000
 139         496           17,920                                           4,952          683
 140         355                            2,745                           2,784          379
 141         627                                                            8,013
 142                                                                        3,258          882
 143         933                                                             800          2,445
143.01
143.02
 144
 145
 146                                                                        6,038
 147        1,196          43,061                                           8,958          461
 148         875           20,442
 149        3,083                                                           6,529         4,410
 150        1,500          54,000                                           7,561          704
 151         400                            2,000           72,000          4,363          974
 152                       46,311                           88,695          5,651          933
 153
 154
 155        20,951                                                         28,505         5,351
 156                                        1,169           30,500          7,731          937
 157                                                                        1,374
 158         283           10,188                                            700          1,644
 159        4,667                                                           2,497          968
 160         520                            1,565           93,900          4,435         1,545
 161         463                            1,490                           2,333          250
 162        3,000                                                          10,760         2,476
 163
 164                                                                        8,730
 165                                                                        2,569
 166         620                            1,530                           8,115         1,102
 167
 168         857           41,152           2,484          119,244
 169         777           24,300           1,942                           4,284         1,102
 170
 171         469           11,258                                           5,406
 172        1,250                                                           3,240         1,409
 172
 172
 172
 172
 173         844                                                             906           424
 174                                                                        2,756          410
 175
 176
 177         206            9,859            824            42,721          3,772          616
 178
 179         760                            1,744                           3,178          292
 180        1,896          113,750                                          4,214         1,811
 181                                                       386,556
 182         269                             895                             748           943
 183         650           23,400                                           4,238          650
 183
 183
 184                                                                        3,860          485
 185                                                                         938
 186         765           27,537           2,541          152,983          6,370          698
 187         251                            1,056                           3,316          677
 188                                                                        4,522          665
 189         890           32,040                                           5,763          360
 190        1,141                                                           1,999          854
 191         206            7,500
 191
 191
 192        1,542                                                           1,756         1,559
 193         302
 193
 193
 193
 193
 194
 195                                                                        4,585          592
 196                                                                        4,108          305
 197         870           26,113                                           1,854          648
 198         315                                                            2,839          468
 199
 200
 201         212            5,076            852            20,440          2,073          153
 202
 203        1,750          52,500                                           4,312          933
 204
 205         563                            1,134                           7,172         1,185
 206
 207
 208                                                                        2,866          462
 209         991                            2,500           30,000           865           325
 210          96            3,465            529            19,041          2,304          249
 211                                                                        2,353          435
 212
 212
 212
 213
 214                                                                        3,731
 215         377                                                            3,021          307
 216                                                                        2,627
 217                                                                        3,743          760
 218         205                             971                             719           220
 219
 220
 221
 222
 223         920           10,000                                           6,084          548
 224         404                                            75,000          2,664         1,333
 225         294           17,640           1,154           69,260          2,869          311
 226         353                                                             610           306
 227                                                        12,250          2,657          198
 228
 229         107            6,415            454            25,000          2,611          199
 230         338                            1,486                           3,178          266
 231         383           18,364                                            782          1,826
 232         399                            1,300                           1,181          581
 233                                                                        2,656          109
 234
 235                                         630                            1,190          177
 236                                                                                      1,025
 237                                         856            30,000          2,235
 238                                                        85,000
 239         521                                                            1,676          601
 240         138                                                                           167
 241         182                                                            1,265          185
 242         667                                                            1,483          597
 243         125                             334                            1,163
 244                                                                         700           407
 245                                                                        4,090          510
 246         264            9,519                                           1,097          303
 247         234                            1,154           69,235          3,543          321
 248
 249         473           14,203                                           2,842          505
 250                                                                        1,972          217
 251
 252         464           22,292            397            19,044          1,026          403
 253                                        1,420           51,000          2,729
 254                                                                        2,016          502
 255        1,200                                                           4,085         1,381
 256        1,000                                                           2,007         1,568
 257                                                                        3,116          398
 258         500                                                             613           775
 259         489                             976                            3,544          514
 260
 261         317                             547            25,000          1,352          176
 262         609                                                            3,178          635
 263         250            9,000            633            22,800          1,429          252
 264
 265                                                                        2,104          631
 266
 267
 268         583                                                            2,355          981
 269         131                             520                            1,163          672
 270                                                        45,000
 271         271                             653                            1,408         1,523


                                                                                                    TOTAL
                                                                                                  SF/UNITS/
            LOAN       CROSSED    RELATED                                               YEAR        ROOMS/     UNIT OF
LOAN #     PURPOSE       LOAN    BORROWER     TITLE TYPE          YEAR BUILT          RENOVATED      PADS      MEASURE
-----------------------------------------------------------------------------------------------------------------------

  1       Refinance               Yes (1)        Fee                Various            Various         7,964     Units
 1.01                                            Fee                 1987                                244     Units
 1.02                                            Fee                 1987                                191     Units
 1.03                                            Fee                 1983                                215     Units
 1.04                                            Fee                 1985                                127     Units
 1.05                                            Fee                 1981                                147     Units
 1.06                                            Fee                 1981                                139     Units
 1.07                                            Fee                 1987                                236     Units
 1.08                                            Fee                 1986                                200     Units
 1.09                                            Fee                 1990                                124     Units
 1.10                                            Fee                 1986                                208     Units
 1.11                                            Fee                 1985                                173     Units
 1.12                                            Fee                 1985               1988             165     Units
 1.13                                            Fee                 1984                                121     Units
 1.14                                            Fee                 1986                                186     Units
 1.15                                            Fee                 1985                                101     Units
 1.16                                            Fee                 1985                                120     Units
 1.17                                            Fee                 1980                                128     Units
 1.18                                            Fee                 1986                                 94     Units
 1.19                                            Fee                 1977               1982              99     Units
 1.20                                            Fee                 1984                                102     Units
 1.21                                            Fee                 1986                                111     Units
 1.22                                            Fee                 1985                                129     Units
 1.23                                            Fee                 1972               1982             143     Units
 1.24                                            Fee                 1984                                157     Units
 1.25                                            Fee                 1982                                128     Units
 1.26                                            Fee                 1986                                105     Units
 1.27                                            Fee                 1984                                 88     Units
 1.28                                            Fee                 1984                                 97     Units
 1.29                                            Fee                 1987               1988             131     Units
 1.30                                            Fee                 1979                                134     Units
 1.31                                            Fee                 1985                                117     Units
 1.32                                            Fee                 1985                                120     Units
 1.33                                            Fee                 1983               1985             121     Units
 1.34                                            Fee                 1982                                102     Units
 1.35                                            Fee                 1978                                 94     Units
 1.36                                            Fee                 1987                                 89     Units
 1.37                                            Fee                 1982                                 72     Units
 1.38                                            Fee                 1982                                 67     Units
 1.39                                            Fee                 1986                                 87     Units
 1.40                                            Fee                 1984                                120     Units
 1.41                                            Fee                 1986                                 95     Units
 1.42                                            Fee                 1986                                 72     Units
 1.43                                            Fee                 1985                                 72     Units
 1.44                                            Fee                 1985                                 63     Units
 1.45                                            Fee                 1986                                 75     Units
 1.46                                            Fee                 1985                                 83     Units
 1.47                                            Fee                 1983                                 83     Units
 1.48                                            Fee                 1986                                 68     Units
 1.49                                            Fee                 1983                                 68     Units
 1.50                                            Fee                 1979                                 93     Units
 1.51                                            Fee                 1985                                 74     Units
 1.52                                            Fee                 1986                                 80     Units
 1.53                                            Fee                 1985                                 90     Units
 1.54                                            Fee                 1981                                 77     Units
 1.55                                            Fee                 1984                                 56     Units
 1.56                                            Fee                 1985                                 77     Units
 1.57                                            Fee                 1987                                 77     Units
 1.58                                            Fee                 1983                                 70     Units
 1.59                                            Fee                 1985                                 80     Units
 1.60                                            Fee                 1983                                 67     Units
 1.61                                            Fee                 1984                                 54     Units
 1.62                                            Fee                 1983                                 73     Units
 1.63                                            Fee                 1977                                 72     Units
 1.64                                            Fee                 1987                                 76     Units
 1.65                                            Fee                 1984                                 72     Units
 1.66                                            Fee                 1982                                 68     Units
 1.67                                            Fee                 1985                                 53     Units
 1.68                                            Fee                 1985                                 59     Units
 1.69                                            Fee                 1985                                 60     Units
 1.70                                            Fee                 1986                                 67     Units
 1.71                                            Fee                 1982                                 58     Units
 1.72                                            Fee                 1987                                 63     Units
 1.73                                            Fee                 1984                                 64     Units
 1.74                                            Fee                 1984                                 60     Units
 1.75                                            Fee                 1983                                 50     Units
 1.76                                            Fee                 1982                                 51     Units
 1.77                                            Fee                 1983                                 62     Units
 1.78                                            Fee                 1981                                 50     Units
  2       Refinance               Yes (1)        Fee                Various            Various         6,860     Units
 2.01                                            Fee                 1986                                152     Units
 2.02                                            Fee                 1986                                204     Units
 2.03                                            Fee                 1984                                251     Units
 2.04                                            Fee                 1987                                120     Units
 2.05                                            Fee                 1986                                105     Units
 2.06                                            Fee                 1985                                 98     Units
 2.07                                            Fee                 1986                                100     Units
 2.08                                            Fee                 1984                                113     Units
 2.09                                            Fee                 1985                                112     Units
 2.10                                            Fee                 1976                                106     Units
 2.11                                            Fee                 1982                                111     Units
 2.12                                            Fee                 1986                                138     Units
 2.13                                            Fee                 1985                                114     Units
 2.14                                            Fee                 1985                                115     Units
 2.15                                            Fee                 1983                                126     Units
 2.16                                            Fee                 1986                                108     Units
 2.17                                            Fee                 1987                                 95     Units
 2.18                                            Fee                 1985                                112     Units
 2.19                                            Fee                 1984                                 67     Units
 2.20                                            Fee                 1977                                127     Units
 2.21                                            Fee                 1981               1982             110     Units
 2.22                                            Fee                 1985                                 87     Units
 2.23                                            Fee                 1986                                 99     Units
 2.24                                            Fee                 1984               1985             131     Units
 2.25                                            Fee                 1987                                 72     Units
 2.26                                            Fee                 1986                                 63     Units
 2.27                                            Fee                 1987                                 91     Units
 2.28                                            Fee                 1986               1987             149     Units
 2.29                                            Fee                 1978                                 81     Units
 2.30                                            Fee                 1987                                 72     Units
 2.31                                            Fee                 1981                                 96     Units
 2.32                                            Fee                 1986                                133     Units
 2.33                                            Fee                 1979               1981             115     Units
 2.34                                            Fee                 1984                                 80     Units
 2.35                                            Fee                 1984                                 77     Units
 2.36                                            Fee                 1985                                100     Units
 2.37                                            Fee                 1983                                 70     Units
 2.38                                            Fee                 1985                                 63     Units
 2.39                                            Fee                 1986                                 68     Units
 2.40                                            Fee                 1984                                 83     Units
 2.41                                            Fee                 1985                                 78     Units
 2.42                                            Fee                 1986                                 81     Units
 2.43                                            Fee                 1984                                 82     Units
 2.44                                            Fee                 1978                                100     Units
 2.45                                            Fee                 1982                                 66     Units
 2.46                                            Fee                 1985                                 76     Units
 2.47                                            Fee                 1986                                 70     Units
 2.48                                            Fee                 1987                                 56     Units
 2.49                                            Fee                 1985                                 75     Units
 2.50                                            Fee                 1986                                 64     Units
 2.51                                            Fee                 1982                                 58     Units
 2.52                                            Fee                 1986                                 71     Units
 2.53                                            Fee                 1984                                 78     Units
 2.54                                            Fee                 1986                                 77     Units
 2.55                                            Fee                 1983                                 62     Units
 2.56                                            Fee                 1985                                 55     Units
 2.57                                            Fee                 1987                                 74     Units
 2.58                                            Fee                 1983                                 61     Units
 2.59                                            Fee                 1984                                 60     Units
 2.60                                            Fee                 1978                                124     Units
 2.61                                            Fee                 1985                                 60     Units
 2.62                                            Fee                 1984                                 60     Units
 2.63                                            Fee                 1982                                 64     Units
 2.64                                            Fee                 1982                                 51     Units
 2.65                                            Fee                 1983                                 80     Units
 2.66                                            Fee                 1984                                 70     Units
 2.67                                            Fee                 1984                                 57     Units
 2.68                                            Fee                 1984                                 59     Units
 2.69                                            Fee                 1985                                 60     Units
 2.70                                            Fee                 1984                                 52     Units
 2.71                                            Fee                 1984                                 47     Units
 2.72                                            Fee                 1980                                 60     Units
 2.73                                            Fee                 1983                                 54     Units
 2.74                                            Fee                 1984                                 55     Units
 2.75                                            Fee                 1984                                 60     Units
 2.76                                            Fee                 1985                                 50     Units
 2.77                                            Fee                 1986                                 50     Units
 2.78                                            Fee                 1985                                 48     Units
 2.79                                            Fee                 1984                                 41     Units
  3       Refinance               Yes (2)        Fee                 1986               1998         558,869        SF
  4      Acquisition                             Fee                Various            Various     5,227,519        SF
 4.01                                            Fee        1989/ 1996 / 1998-2001      2002         835,201        SF
 4.02                                            Fee                 2001                NAP         357,689        SF
 4.03                                            Fee           2001-2002 / 2006          NAP         458,259        SF
 4.04                                            Fee               1985-1986             NAP         371,473        SF
 4.05                                            Fee           1988-1989 / 1999         2004         419,387        SF
 4.06                                            Fee                 1989                NAP         309,625        SF
 4.07                                            Fee                 2004                NAP         237,191        SF
 4.08                                            Fee               1982-1984             NAP         294,369        SF
 4.09                                            Fee                 2002               2004         199,585        SF
 4.10                                            Fee              1987 / 1990            NAP         306,143        SF
 4.11                                            Fee              1987 / 1999           2004         210,984        SF
 4.12                                            Fee              1987 / 1994           1997         212,882        SF
 4.13                                            Fee                 1982               2005         166,590        SF
 4.14                                            Fee                 1989               2004         125,462        SF
 4.15                                            Fee                 1982               2004         170,850        SF
 4.16                                            Fee                 1981               2005         202,817        SF
 4.17                                            Fee                 1984                NAP         155,730        SF
 4.18                                            Fee                 1997                NAP          87,066        SF
 4.19                                            Fee                 1978               2004         106,216        SF
  5      Acquisition                             Fee                Various            Various     2,311,252        SF
 5.01                                            Fee                 2000                            372,502        SF
 5.02                                            Fee                 1963               2005         350,091        SF
 5.03                                            Fee                 1999               2004         388,302        SF
 5.04                                            Fee                 2006                            218,681        SF
 5.05                                            Fee                 2003                            164,356        SF
 5.06                                            Fee                 1993                            227,536        SF
 5.07                                            Fee               1948-1976            1995         194,487        SF
 5.08                                            Fee                 1985               1999         175,917        SF
 5.09                                            Fee                 1990                             95,023        SF
 5.10                                            Fee                 2003                             58,182        SF
 5.11                                            Fee                 1984               2003          66,175        SF
          Refinance                              Fee                Various            Various     1,792,554        SF
  6       Refinance     Yes       Yes (3)        Fee                Various            Various       323,374        SF
 6.01                                            Fee                 1917                             71,572        SF
 6.02                                            Fee                 1997                             48,275        SF
 6.03                                            Fee                 1920               1990          71,720        SF
 6.04                                            Fee                 1969                             48,732        SF
 6.05                                            Fee                 1996                             45,100        SF
 6.06                                            Fee                 1995                             37,975        SF
  7       Refinance     Yes       Yes (3)        Fee                Various                          290,610        SF
 7.01                                            Fee                 1910                            124,015        SF
 7.02                                            Fee                 1996                             41,525        SF
 7.03                                            Fee                 1978                             23,515        SF
 7.04                                            Fee                 1966                             28,276        SF
 7.05                                            Fee                 1924                             31,029        SF
 7.06                                            Fee                 1979                             42,250        SF
  8       Refinance     Yes       Yes (3)        Fee                Various                          611,918        SF
 8.01                                            Fee                 1954                            156,640        SF
 8.02                                            Fee                 1986                             44,364        SF
 8.03                                            Fee                 1951                             36,410        SF
 8.04                                            Fee                 1987                             38,469        SF
 8.05                                            Fee                 1995                             66,710        SF
 8.06                                            Fee                 1994                             52,065        SF
 8.07                                            Fee                 1988                             33,150        SF
 8.08                                            Fee                 1987                             41,125        SF
 8.09                                            Fee                 1984                             60,296        SF
 8.10                                            Fee                 1985                             82,689        SF
  9       Refinance     Yes       Yes (3)        Fee                Various                          566,652        SF
 9.01                                            Fee                 1983                             78,798        SF
 9.02                                            Fee                 2002                             61,522        SF
 9.03                                            Fee                 1990                             37,649        SF
 9.04                                            Fee                 1988                             59,100        SF
 9.05                                            Fee                 1984                             99,910        SF
 9.06                                            Fee                 1996                             38,200        SF
 9.07                                            Fee                 1985                             55,900        SF
 9.08                                            Fee                 1987                             40,370        SF
 9.09                                            Fee                 1985                             31,815        SF
 9.10                                            Fee                 1985                             63,388        SF
  10      Refinance                              Fee                Various             2007           2,904     Units
10.01                                            Fee                 1983               2007             352     Units
10.02                                            Fee                 1983               2007             305     Units
10.03                                            Fee                 1968               2007             208     Units
10.04                                            Fee                 1973               2007             372     Units
10.05                                            Fee                 1983               2007             264     Units
10.06                                            Fee                 1977               2007             196     Units
10.07                                            Fee                 1988               2007             433     Units
10.08                                            Fee                 1971               2007             266     Units
10.09                                            Fee                 1987               2007             244     Units
10.10                                            Fee                 1983               2007             128     Units
10.11                                            Fee                 1987               2007             136     Units
  11      Refinance               Yes (2)        Fee                 1984               1988         566,908        SF
  12      Refinance                         Fee/Leasehold            2006                NAP         390,994        SF
  13      Refinance                              Fee                 1965              Various       790,013        SF
13.01                                            Fee                 1965               2007         612,968        SF
13.02                                            Fee                 1965                            177,045        SF
  14     Acquisition                             Fee                 1908               2002       1,567,592        SF
  15      Refinance                              Fee                Various            Various         1,208      Pads
15.01                                            Fee                 1952               1985           1,096      Pads
15.02                                            Fee                 1960                                112      Pads
  16      Refinance               Yes (6)        Fee                 1986               2006         354,098        SF
  17     Acquisition              Yes (5)        Fee                 1972                                253     Rooms
  18      Refinance                              Fee                 2007                            123,162        SF
  19      Refinance                              Fee                 1990               2006         144,311        SF
  20     Acquisition                        Fee/Leasehold           Various                              484     Units
20.01                                       Fee/Leasehold            1988                                138     Units
20.02                                            Fee                 2005                                 96     Units
20.03                                            Fee                 1990                                104     Units
20.04                                            Fee                 1998                                 66     Units
20.05                                            Fee                 1995                                 52     Units
20.06                                            Fee                 1998                                  8     Units
20.07                                            Fee                 1998                                  8     Units
20.08                                            Fee                 1998                                  4     Units
20.09                                       Fee/Leasehold            1998                                  4     Units
20.10                                            Fee                 1998                                  4     Units
  21      Refinance                              Fee                 1990                            156,216        SF
  22      Refinance                         Fee/Leasehold            1996               2006         197,676        SF
  23     Acquisition              Yes (5)        Fee                 1983               2006             178     Rooms
  24     Acquisition                             Fee                 1951               2007         109,295        SF
  25      Refinance                              Fee                 1994                            142,797        SF
          Refinance                              Fee                Various              NAP             322     Rooms
  26      Refinance     Yes       Yes (8)        Fee                 2002                NAP             107     Rooms
  27      Refinance     Yes       Yes (8)        Fee                 2006                NAP             122     Rooms
  28      Refinance     Yes       Yes (8)        Fee                 2006                NAP              93     Rooms
  29      Refinance                              Fee               1996-2006            2006         159,206        SF
  30      Refinance                              Fee                 1969               1999             407     Units
  31      Refinance                              Fee                 1986                                182     Rooms
  32      Refinance               Yes (4)        Fee                 2002                                168     Units
  33     Acquisition                             Fee                 2003                                216     Units
  34      Refinance                              Fee                 2002                                336     Units
  35      Refinance                              Fee                 1991                            154,661        SF
  36      Refinance               Yes (6)        Fee                 1988                            161,865        SF
  37     Acquisition                             Fee                 1971                NAP             521      Pads
  38      Refinance               Yes (4)        Fee                 2004                                180     Units
  39      Refinance                              Fee                 2007                                220     Units
  40      Refinance                              Fee                 1972               1998         150,000        SF
          Refinance                              Fee                Various            Various        53,751        SF
  41      Refinance     Yes      Yes (13)        Fee                 2000                             24,250        SF
  42      Refinance     Yes      Yes (13)        Fee                 1963               2007          16,001        SF
  43      Refinance     Yes      Yes (13)        Fee                 1929               1940          13,500        SF
  44      Refinance               Yes (7)        Fee                 1966                                251      Pads
  45      Refinance                              Fee                 1926               2001             177     Rooms
  46      Refinance                              Fee                Various            Various           263     Units
46.01                                            Fee                 2004                                 80     Units
46.02                                            Fee                 1982               1999              73     Units
46.03                                            Fee                 2007                                 18     Units
46.04                                            Fee                 1994               2007              52     Units
46.05                                            Fee                 1994                                 40     Units
  47     Acquisition                             Fee                 1977               2006         112,946        SF
  48      Refinance                              Fee                 1968                             65,330        SF
  49     Acquisition             Yes (10)        Fee                Various            Various        66,101        SF
49.01                                            Fee                  NAV                NAP           7,733        SF
49.02                                            Fee                 1985               2005           3,696        SF
49.03                                            Fee                 1974               2001           2,986        SF
49.04                                            Fee                 1985               1995           4,928        SF
49.05                                            Fee                 1989                NAP           3,308        SF
49.06                                            Fee                 1990                NAP           3,629        SF
49.07                                            Fee                 1989                NAP           3,885        SF
49.08                                            Fee                 1983                NAP           5,001        SF
49.09                                            Fee                 1990                NAP           3,024        SF
49.10                                            Fee                  NAV               2001           3,312        SF
49.11                                            Fee                  NAV               2002           3,567        SF
49.12                                            Fee                 1992                NAP           2,520        SF
49.13                                            Fee                 1986               2000           3,455        SF
49.14                                            Fee                 1980                NAP           3,826        SF
49.15                                            Fee                 1988                NAP           3,199        SF
49.16                                            Fee                 1990                NAP           2,592        SF
49.17                                            Fee                  NAV               2000           3,563        SF
49.18                                            Fee                 1970                NAP           1,877        SF
  50      Refinance               Yes (4)        Fee                 1999                                204     Units
  51      Refinance               Yes (9)        Fee                 2002                                348     Units
  52      Refinance                         Fee/Leasehold            2006                                186     Units
  53      Refinance                              Fee                 1990                             75,059        SF
53.01                                            Fee                 1990                             37,719        SF
53.02                                            Fee                 1990                             37,340        SF
  54      Refinance                              Fee                 1989                                132     Units
  55      Refinance                           Leasehold           1995 / 2000                         96,569        SF
  56     Acquisition                             Fee                 2003                NAP          88,408        SF
  57     Acquisition                             Fee                 1934               2003              88     Rooms
  58      Refinance                              Fee                 1975               2007          71,146        SF
  59     Acquisition                             Fee                 2002                             46,334        SF
  60     Acquisition                             Fee                 1989                             80,323        SF
  61      Refinance                         Fee/Leasehold            2006                             74,000        SF
  62      Refinance               Yes (4)        Fee                 2002                                120     Units
  63      Refinance                           Leasehold              1979               2006          62,233        SF
  64      Refinance                              Fee                 1985                            118,632        SF
  65     Acquisition                             Fee                 1982                                248     Units
  66     Acquisition                             Fee                 1980                             30,542        SF
  67      Refinance                              Fee                 2007                NAP          30,000        SF
  68      Refinance                              Fee                 1978                             94,836        SF
  69      Refinance                              Fee                 2007                             59,957        SF
  70      Refinance                         Fee/Leasehold            1950               1987          59,243        SF
  71      Refinance              Yes (14)        Fee               1987-1988            2004             141     Rooms
  72      Refinance                              Fee                 1902               1982          80,510        SF
  73      Refinance                              Fee                 1973               2001             183     Rooms
  74      Refinance               Yes (4)        Fee                 1997                                 96     Units
  75      Refinance                              Fee                 2006                                168     Units
  76      Refinance                         Fee/Leasehold            1962               1982          68,027        SF
  77      Refinance                              Fee                 1987                             54,493        SF
  78      Refinance                              Fee                 2001                            102,665        SF
  79     Acquisition             Yes (11)        Fee                 1964                                319      Pads
  80      Refinance                              Fee                 1975                            137,112        SF
  81     Acquisition             Yes (11)        Fee                 1977               2003             431      Pads
  82      Refinance              Yes (15)        Fee                 1992               2001             132     Units
  83     Acquisition                             Fee                 2007                             65,227        SF
  84      Refinance                              Fee                Various            Various        21,940        SF
84.01                                            Fee                 1987                             18,430        SF
84.02                                            Fee                 1969               1993           3,510        SF
  85     Acquisition                             Fee                 1960                                307      Pads
  86     Acquisition                             Fee                 2006                             93,625        SF
  87      Refinance               Yes (9)        Fee                 2006                                192     Units
  88     Acquisition                             Fee                 1995               2000          94,371        SF
  89     Acquisition                             Fee                 2005                             34,160        SF
  90      Refinance                              Fee                 2005                                122     Rooms
  91     Acquisition                             Fee                 1997                NAP              85     Rooms
  92      Refinance                              Fee                 1998               2005              93     Rooms
  93     Acquisition                          Leasehold              1988               2005             211     Rooms
  94      Refinance                              Fee                 1970               2000         156,478        SF
  95      Refinance                              Fee                 2006                             18,693        SF
  96     Acquisition                             Fee                 2006                             90,997        SF
  97      Refinance                              Fee                 1997               2005             140     Rooms
  98     Acquisition                             Fee                 1984                             65,750        SF
  99      Refinance                              Fee                 1978               2005         110,982        SF
 100      Refinance                              Fee                 1984                             38,701        SF
 101      Refinance                              Fee                Various                          296,520        SF
101.01                                           Fee                 1998                             82,946        SF
101.02                                           Fee                 1994                            213,574        SF
 102     Acquisition                             Fee                 2006                             60,000        SF
 103     Acquisition                             Fee                 1986                                200     Units
 104      Refinance              Yes (12)        Fee                 1999                             45,988        SF
 105      Refinance                              Fee                 1959               1997          59,993        SF
 106     Acquisition                             Fee                 2000                            307,840        SF
 107     Acquisition                             Fee                 1984               2006          42,304        SF
 108      Refinance                              Fee                 1988               2004          63,000        SF
 109      Refinance                              Fee                 1985                                192     Units
109.01                                           Fee                 1985                                128     Units
109.02                                           Fee                 1985                                 64     Units
 110      Refinance                           Leasehold              1999               2006             122     Rooms
 111     Acquisition                             Fee                 2002                             29,610        SF
 112      Refinance                              Fee                 1984                             62,028        SF
112.01                                           Fee                 1984                             38,716        SF
112.02                                           Fee                 1984                             23,312        SF
 113      Refinance                              Fee                 1995                             68,566        SF
 114      Refinance                              Fee                 2000                                 82     Rooms
 115      Refinance                              Fee                 1984                             75,931        SF
 116      Refinance                              Fee                 2002                                 84     Rooms
 117     Acquisition             Yes (10)        Fee                Various              NAP          22,433        SF
117.01                                           Fee                 1995                NAP           2,350        SF
117.02                                           Fee                 2006                NAP           2,605        SF
117.03                                           Fee                 2003                NAP           2,632        SF
117.04                                           Fee                 1988                NAP           2,502        SF
117.05                                           Fee                 1991                NAP           1,944        SF
117.06                                           Fee                 1987                NAP           2,621        SF
117.07                                           Fee                 2007                NAP           2,000        SF
117.08                                           Fee                 1995                NAP           2,194        SF
117.09                                           Fee                 1995                NAP           1,944        SF
117.10                                           Fee                 1987                NAP           1,641        SF
 118     Acquisition                             Fee                 2001                             90,000        SF
 119     Acquisition                             Fee                 1997                             31,305        SF
 120      Refinance                           Leasehold              1986                             77,174        SF
 121     Acquisition             Yes (16)        Fee                 1999                             62,261        SF
 122     Acquisition                             Fee               1979-1980                          96,386        SF
 123     Acquisition             Yes (16)        Fee                 2001                             67,866        SF
 124      Refinance                              Fee                 2001               2003          51,861        SF
 125      Refinance                              Fee                 2007                             41,850        SF
 126     Acquisition                             Fee                 1996               2001          47,876        SF
 127      Refinance                              Fee                 1982                                288     Units
 128      Refinance               Yes (7)        Fee                 1956                                 98      Pads
 129      Refinance                         Fee/Leasehold            2006                             41,572        SF
 130      Refinance              Yes (18)        Fee                 1999                                 88     Rooms
 131      Refinance                              Fee                 2005                             45,428        SF
 132     Acquisition                             Fee                 2006                             14,820        SF
 133      Refinance                              Fee                 1995               2006          29,281        SF
 134      Refinance                              Fee                 2001                             24,578        SF
 135      Refinance                              Fee                 1965               1970             162      Pads
 136      Refinance                         Fee/Leasehold            1964               2005              21     Rooms
 137      Refinance                              Fee                 1985                                152     Units
 138      Refinance                              Fee                 2006                             35,400        SF
 139      Refinance                              Fee                 1998                             89,600        SF
 140      Refinance                              Fee                 2006                             28,080        SF
 141      Refinance                              Fee                 2000               2001          50,245        SF
 142      Refinance              Yes (18)        Fee                 2002                                 72     Rooms
 143      Refinance                              Fee                Various            Various           224      Pads
143.01                                           Fee                 1976                                124      Pads
143.02                                           Fee                 1980                                100      Pads
 144      Refinance              Yes (12)     Leasehold              2007                             13,013        SF
 145     Acquisition                             Fee                 1996                             22,668        SF
 146      Refinance                              Fee                 2002                                 78     Rooms
 147      Refinance                              Fee                 1979               2006          96,772        SF
 148      Refinance                              Fee                 2000                             69,715        SF
 149      Refinance                              Fee                 1967               2005             148     Units
 150     Acquisition                             Fee                 1991               1993              72     Units
 151      Refinance                              Fee                 2006                             32,019        SF
 152     Acquisition                             Fee                 1960               1982          85,759        SF
 153      Refinance                              Fee                 2006                NAP          22,670        SF
 154      Refinance                              Fee                 1905               2006          12,152        SF
 155      Refinance              Yes (14)        Fee                 1970                NAP             186     Rooms
 156      Refinance                              Fee                 2005                             21,120        SF
 157      Refinance               Yes (7)        Fee                 1954                                 87      Pads
 158      Refinance                              Fee                 1929               1991          12,131        SF
 159      Refinance                              Fee                 2006                                 60     Rooms
 160     Acquisition                             Fee                 1990                             34,577        SF
 161      Refinance              Yes (15)        Fee                 2000                             22,218        SF
 162     Acquisition                             Fee                 1985                                144     Units
 163      Refinance                              Fee                 2002                                 83     Rooms
 164      Refinance                              Fee                 2003                             36,415        SF
 165      Refinance              Yes (17)        Fee                 2003                             15,900        SF
 166      Refinance                              Fee                 1978               2005          49,954        SF
 167      Refinance              Yes (17)        Fee                 2006                             14,820        SF
 168      Refinance                              Fee                 1987               2002          68,589        SF
 169      Refinance                              Fee                 1988               2006          46,599        SF
 170      Refinance                              Fee                 2003                             14,560        SF
 171      Refinance                              Fee              1971 / 1973                         29,628        SF
 172      Refinance                              Fee                Various                               60     Units
 172                                             Fee               2006-2007                              24     Units
 172                                             Fee                 2005                                 16     Units
 172                                             Fee                 2005                                 10     Units
 172                                             Fee                 2003                                 10     Units
 173     Acquisition                             Fee                 2001                             67,450        SF
 174      Refinance                              Fee                 2006                             22,940        SF
 175      Refinance                              Fee                 2006                             14,460        SF
 176     Acquisition                             Fee                 2004                             13,013        SF
 177     Acquisition                             Fee                 1999               2006          16,483        SF
 178      Refinance                              Fee                 2007                             30,000        SF
 179      Refinance                              Fee                 1984                             20,433        SF
 180      Refinance                              Fee                 1970                                 91     Units
 181      Refinance                              Fee                 1971               1995          53,689        SF
 182      Refinance                              Fee                 2006                             21,481        SF
 183      Refinance                              Fee                Various                               26     Units
 183                                             Fee                 1986                                 20     Units
 183                                             Fee                 1998                                  6     Units
 184      Refinance                              Fee                 1984                             54,000        SF
 185      Refinance              Yes (17)        Fee                 2005                              7,000        SF
 186      Refinance                              Fee                 1972                             61,193        SF
 187     Acquisition                             Fee                 2004                NAP          20,067        SF
 188      Refinance                           Leasehold              1987                             40,354        SF
 189      Refinance                              Fee                 1996                                 40     Units
 190     Acquisition             Yes (21)        Fee                 1995                                 49     Units
 191      Refinance                              Fee                Various                           16,500        SF
 191                                             Fee                 2000                             12,300        SF
 191                                             Fee                 2003                              4,200        SF
 192      Refinance                              Fee                 1992                                 74     Units
 193      Refinance                              Fee                Various              NAP          34,730        SF
 193                                             Fee                 2002                NAP          12,710        SF
 193                                             Fee                 2004                NAP           9,020        SF
 193                                             Fee                 2004                NAP           9,000        SF
 193                                             Fee                 2002                NAP           4,000        SF
 194     Acquisition                             Fee                 1999                             13,932        SF
 195     Acquisition                             Fee                 1959                                109      Pads
 196      Refinance              Yes (12)        Fee                 1989                              8,537        SF
 197      Refinance              Yes (19)        Fee                 1998               2004          69,637        SF
 198     Acquisition                             Fee                 1958                                 94      Pads
 199     Acquisition                          Leasehold              2006                             14,550        SF
 200      Refinance                              Fee                 1974                                193      Pads
 201      Refinance                              Fee                 2005                             25,380        SF
 202     Acquisition                             Fee                 2006                             17,172        SF
 203      Refinance              Yes (19)        Fee                 1974               1997              84     Units
 204     Acquisition                             Fee                 2007                             10,500        SF
 205      Refinance                              Fee                 1998                             45,009        SF
 206      Refinance                              Fee                 2006                NAP          20,267        SF
 207      Refinance                              Fee                 1977               1995          41,338        SF
 208      Refinance                              Fee                 2004                             14,035        SF
 209      Refinance                              Fee                 1982                NAP          41,000        SF
 210     Acquisition                             Fee                 2006                              7,700        SF
 211      Refinance              Yes (12)        Fee                 2002                              8,129        SF
 212     Acquisition                             Fee                Various            Various         4,442        SF
 212                                             Fee                 1998                NAP           2,167        SF
 212                                             Fee                 1992                NAP           2,275        SF
 213     Acquisition                          Leasehold              2006                             14,550        SF
 214     Acquisition                             Fee                 2006                NAP          24,430        SF
 215     Acquisition                             Fee                 1996                NAP          12,941        SF
 216      Refinance               Yes (7)        Fee                 1960                                 97      Pads
 217      Refinance                              Fee                 1987                NAP          75,850        SF
 218      Refinance                              Fee                 2006                             12,320        SF
 219     Acquisition                             Fee                 1973               2006           7,498        SF
 220      Refinance                              Fee                 1984                NAP          28,197        SF
 221     Acquisition             Yes (20)        Fee                 2006                NAP          24,727        SF
 222     Acquisition                             Fee                 2007                             24,727        SF
 223     Acquisition                             Fee               1978/1988             NAP          73,610        SF
 224      Refinance                              Fee                 1989                NAP          16,707        SF
 225     Acquisition                             Fee                 1973               1988          23,493        SF
 226      Refinance                              Fee                 1970                NAP              80      Pads
 227      Refinance                              Fee                 1988                NAP          35,630        SF
 228      Refinance                              Fee                 1959               1999          60,000        SF
 229     Acquisition                             Fee                 1998                              8,552        SF
 230      Refinance                              Fee                 2005                NAP          20,292        SF
 231      Refinance                              Fee               2001-2004                          30,128        SF
 232      Refinance                           Leasehold              2001                             31,942        SF
 233     Acquisition                             Fee                 1999                NAP           7,000        SF
 234     Acquisition             Yes (20)        Fee                 2007                NAP           8,064        SF
 235     Acquisition                             Fee                 2006                              6,048        SF
 236      Refinance                              Fee                 1978                                 52     Units
 237      Refinance                              Fee                 2004                NAP          11,231        SF
 238      Refinance                              Fee                 2006                NAP           6,296        SF
 239     Acquisition                             Fee                 1987                             41,700        SF
 240      Refinance                              Fee                 1930               1995           3,944        SF
 241      Refinance                              Fee                 2000                NAP          10,912        SF
 242      Refinance              Yes (21)        Fee              2001, 2002                              32     Units
 243     Acquisition                             Fee                 1997                             10,010        SF
 244      Refinance                              Fee                 1907               1999          12,750        SF
 245      Refinance                              Fee                 1984             1992/1997       13,040        SF
 246     Acquisition                             Fee                 1998                             21,150        SF
 247     Acquisition                             Fee                 1999                             14,030        SF
 248     Acquisition             Yes (20)        Fee                 2007                NAP           7,653        SF
 249      Refinance              Yes (19)        Fee               2001-2004                          37,875        SF
 250      Refinance                              Fee                 1982               2006          15,447        SF
 251      Refinance                              Fee                 1924            1984 / 2001       6,436        SF
 252      Refinance                              Fee                 1927                              3,200        SF
 253      Refinance                              Fee              1991 / 2002            NAP          12,031        SF
 254      Refinance                              Fee                 1997               2005          10,440        SF
 255     Acquisition                             Fee                 1964                NAP              48     Units
 256      Refinance                              Fee                 1982                                 48     Units
 257      Refinance              Yes (12)        Fee                 1999                             10,080        SF
 258      Refinance                              Fee                 2006                NAP              24     Units
 259      Refinance                              Fee                 1984                             24,650        SF
 260      Refinance                              Fee                 1983                NAP              82      Pads
 261      Refinance                              Fee                 1989                NAP          17,300        SF
 262     Acquisition                             Fee                 1981            1985, 1994       47,550        SF
 263      Refinance                              Fee                 1980                             20,000        SF
 264      Refinance                              Fee                 1993                                 24     Units
 265      Refinance                              Fee                 1993                                 24     Units
 266      Refinance                              Fee                 2006                NAP           5,040        SF
 267      Refinance              Yes (12)        Fee                 2002                              3,669        SF
 268      Refinance                              Fee                 1962                NAP              28     Units
 269      Refinance                              Fee                 2000               2006           7,835        SF
 270     Acquisition                             Fee                 1989                NAP           2,972        SF
 271     Acquisition                             Fee                 1974               2000          27,098        SF


                         OCCUPANCY        APPRAISED             APPRAISAL
LOAN #   OCCUPANCY %        DATE        VALUE ($)(5)              DATE           PML %
---------------------------------------------------------------------------------------

   1        94.4           4/1/2007       496,240,000             Various
 1.01       95.1           4/1/2007        13,900,000           3/23/2007
 1.02       95.8           4/1/2007        12,890,000           3/22/2007
 1.03       96.7           4/1/2007        14,460,000           3/20/2007
 1.04       96.1           4/1/2007        13,490,000           3/19/2007
 1.05       96.6           4/1/2007        12,210,000           3/19/2007
 1.06       95.0           4/1/2007        12,240,000           3/15/2007
 1.07       86.4           4/1/2007        10,560,000           3/15/2007
 1.08       96.5           4/1/2007        11,200,000           3/28/2007
 1.09       97.6           4/1/2007        10,250,000           3/20/2007
 1.10       92.3           4/1/2007         9,500,000           3/15/2007
 1.11       96.5           4/1/2007         8,990,000           3/15/2007
 1.12       95.8           4/1/2007         8,950,000           3/16/2007
 1.13       94.2           4/1/2007         9,520,000           3/19/2007
 1.14       95.2           4/1/2007         8,600,000           3/15/2007
 1.15       94.1           4/1/2007         8,810,000           3/20/2007
 1.16       93.3           4/1/2007         8,000,000           3/15/2007
 1.17       94.5           4/1/2007         8,400,000           3/19/2007
 1.18       94.7           4/1/2007         8,390,000           3/26/2007
 1.19       97.0           4/1/2007         8,380,000           3/22/2007
 1.20       86.3           4/1/2007         8,300,000           3/20/2007
 1.21       97.3           4/1/2007         7,700,000           3/15/2007
 1.22       96.1           4/1/2007         7,400,000           3/27/2007
 1.23       95.1           4/1/2007         7,320,000           3/21/2007
 1.24       89.8           4/1/2007         7,270,000           3/19/2007
 1.25       96.9           4/1/2007         7,190,000           3/15/2007
 1.26       90.5           4/1/2007         6,850,000           3/22/2007
 1.27       94.3           4/1/2007         6,600,000           3/15/2007
 1.28       95.9           4/1/2007         6,500,000           3/23/2007
 1.29       89.3           4/1/2007         6,300,000            3/9/2007
 1.30       86.6           4/1/2007         6,260,000           3/21/2007
 1.31       94.9           4/1/2007         6,250,000           3/20/2007
 1.32       94.2           4/1/2007         6,230,000           3/21/2007
 1.33       95.9           4/1/2007         6,170,000           3/20/2007
 1.34       91.2           4/1/2007         6,000,000           3/15/2007
 1.35       94.7           4/1/2007         6,390,000           3/20/2007
 1.36       96.6           4/1/2007         5,990,000           3/22/2007
 1.37       95.8           4/1/2007         5,900,000           3/20/2007
 1.38       89.6           4/1/2007         6,100,000           3/20/2007
 1.39       98.9           4/1/2007         5,600,000           3/19/2007
 1.40       92.5           4/1/2007         5,600,000           3/27/2007
 1.41       94.7           4/1/2007         6,600,000           3/20/2007
 1.42       100.0          4/1/2007         5,310,000           3/15/2007
 1.43       95.8           4/1/2007         5,300,000           3/20/2007
 1.44       93.7           4/1/2007         5,620,000           3/22/2007
 1.45       94.7           4/1/2007         5,390,000           3/20/2007
 1.46       94.0           4/1/2007         5,330,000           3/15/2007
 1.47       98.8           4/1/2007         5,000,000           3/20/2007
 1.48       92.6           4/1/2007         5,290,000           3/20/2007
 1.49       100.0          4/1/2007         5,740,000           3/21/2007
 1.50       92.5           4/1/2007         4,750,000           3/22/2007
 1.51       100.0          4/1/2007         4,580,000           3/15/2007
 1.52       95.0           4/1/2007         4,500,000           3/20/2007
 1.53       96.7           4/1/2007         4,450,000           3/16/2007
 1.54       94.8           4/1/2007         4,720,000           3/15/2007
 1.55       100.0          4/1/2007         4,670,000           3/28/2007
 1.56       90.9           4/1/2007         4,400,000           3/21/2007
 1.57       94.8           4/1/2007         4,360,000           3/15/2007
 1.58       91.4           4/1/2007         4,500,000           3/20/2007
 1.59       92.5           4/1/2007         4,200,000           3/23/2007
 1.60       98.5           4/1/2007         4,190,000           3/15/2007
 1.61       98.1           4/1/2007         4,100,000           3/22/2007
 1.62       91.8           4/1/2007         4,100,000           3/20/2007
 1.63       95.8           4/1/2007         4,280,000           3/20/2007
 1.64       98.7           4/1/2007         4,000,000           3/28/2007
 1.65       100.0          4/1/2007         3,760,000           3/21/2007
 1.66       95.6           4/1/2007         3,730,000           3/15/2007
 1.67       98.1           4/1/2007         3,400,000           3/22/2007
 1.68       100.0          4/1/2007         3,350,000            3/8/2007
 1.69       93.3           4/1/2007         3,300,000           3/23/2007
 1.70       95.5           4/1/2007         3,230,000           3/15/2007
 1.71       91.4           4/1/2007         3,200,000           3/15/2007
 1.72       93.7           4/1/2007         3,040,000           3/15/2007
 1.73       92.2           4/1/2007         3,200,000           3/29/2007
 1.74       93.3           4/1/2007         3,000,000           3/20/2007
 1.75       84.0           4/1/2007         3,000,000           3/15/2007
 1.76       94.1           4/1/2007         2,600,000           3/15/2007
 1.77       88.7           4/1/2007         3,170,000           4/15/2007
 1.78       90.0           4/1/2007         2,220,000           3/14/2007
   2        93.4           4/1/2007       427,200,000             Various
 2.01       98.7           4/1/2007        12,900,000           3/27/2007
 2.02       93.1           4/1/2007        12,300,000           3/15/2007
 2.03       94.8           4/1/2007        11,250,000           3/16/2007
 2.04       95.0           4/1/2007        10,500,000           3/20/2007
 2.05       94.3           4/1/2007        10,900,000           3/21/2007
 2.06       98.0           4/1/2007         9,550,000           3/21/2007
 2.07       93.0           4/1/2007         8,980,000           3/27/2007
 2.08       97.3           4/1/2007         8,280,000           3/15/2007
 2.09       95.5           4/1/2007         7,980,000           3/21/2007
 2.10       94.3           4/1/2007         8,200,000           3/20/2007
 2.11       93.7           4/1/2007         8,180,000           3/20/2007
 2.12       94.9           4/1/2007         7,200,000           3/27/2007
 2.13       95.6           4/1/2007         7,050,000           3/22/2007
 2.14       96.5           4/1/2007         7,000,000           3/20/2007
 2.15       98.4           4/1/2007         7,000,000           3/28/2007
 2.16       94.4           4/1/2007         6,800,000           3/19/2007
 2.17       85.3           4/1/2007         7,200,000           3/27/2007
 2.18       95.5           4/1/2007         6,560,000           3/23/2007
 2.19       92.5           4/1/2007         6,400,000           3/27/2007
 2.20       94.5           4/1/2007         6,300,000           3/15/2007
 2.21       96.4           4/1/2007         6,170,000            3/9/2007
 2.22       98.9           4/1/2007         6,490,000           3/20/2007
 2.23       87.9           4/1/2007         6,750,000           3/21/2007
 2.24       94.7           4/1/2007         6,040,000           3/23/2007
 2.25       95.8           4/1/2007         6,400,000           3/19/2007
 2.26       92.1           4/1/2007         6,300,000           3/21/2007
 2.27       97.8           4/1/2007         6,640,000           3/20/2007
 2.28       88.6           4/1/2007         6,200,000           3/16/2007
 2.29       95.1           4/1/2007         6,150,000           3/15/2007
 2.30       88.9           4/1/2007         6,100,000           3/20/2007
 2.31       87.5           4/1/2007         6,330,000           3/20/2007
 2.32       85.7           4/1/2007         5,900,000           3/15/2007
 2.33       81.7           4/1/2007         5,840,000           3/22/2007
 2.34       98.8           4/1/2007         5,400,000           3/20/2007
 2.35       90.9           4/1/2007         5,710,000           3/15/2007
 2.36       94.0           4/1/2007         5,300,000           3/16/2007
 2.37       91.4           4/1/2007         5,200,000           3/20/2007
 2.38       88.9           4/1/2007         4,760,000           3/21/2007
 2.39       95.6           4/1/2007         4,750,000           3/22/2007
 2.40       91.6           4/1/2007         4,680,000           3/15/2007
 2.41       89.7           4/1/2007         4,930,000           3/21/2007
 2.42       90.1           4/1/2007         4,850,000           3/20/2007
 2.43       93.9           4/1/2007         4,800,000           3/21/2007
 2.44       97.0           4/1/2007         4,450,000           3/16/2007
 2.45       90.9           4/1/2007         4,600,000           3/19/2007
 2.46       90.8           4/1/2007         5,270,000           3/20/2007
 2.47       92.9           4/1/2007         4,200,000           3/22/2007
 2.48       96.4           4/1/2007         4,150,000           3/21/2007
 2.49       94.7           4/1/2007         4,150,000           3/15/2007
 2.50       100.0          4/1/2007         3,970,000           3/15/2007
 2.51       86.2           4/1/2007         4,200,000           3/27/2007
 2.52       94.4           4/1/2007         3,900,000           3/22/2007
 2.53       94.9           4/1/2007         4,100,000           3/28/2007
 2.54       94.8           4/1/2007         3,770,000           3/16/2007
 2.55       87.1           4/1/2007         4,280,000           3/20/2007
 2.56       92.7           4/1/2007         4,100,000           3/22/2007
 2.57       90.5           4/1/2007         4,000,000           3/20/2007
 2.58       96.7           4/1/2007         3,640,000           3/15/2007
 2.59       95.0           4/1/2007         3,600,000           3/21/2007
 2.60       83.1           4/1/2007         4,360,000           3/16/2007
 2.61       98.3           4/1/2007         3,300,000           3/20/2007
 2.62       95.0           4/1/2007         3,300,000           3/27/2007
 2.63       96.9           4/1/2007         3,300,000           3/16/2007
 2.64       98.0           4/1/2007         3,200,000           3/27/2007
 2.65       93.8           4/1/2007         3,180,000            3/9/2007
 2.66       82.9           4/1/2007         3,700,000           3/20/2007
 2.67       94.7           4/1/2007         3,090,000           3/15/2007
 2.68       98.3           4/1/2007         3,000,000           3/14/2007
 2.69       95.0           4/1/2007         2,950,000           3/16/2007
 2.70       84.6           4/1/2007         2,900,000           3/15/2007
 2.71       97.9           4/1/2007         2,800,000           3/20/2007
 2.72       90.0           4/1/2007         2,960,000           3/20/2007
 2.73       94.4           4/1/2007         2,680,000           3/15/2007
 2.74       92.7           4/1/2007         2,600,000           3/20/2007
 2.75       96.7           4/1/2007         2,600,000           3/15/2007
 2.76       96.0           4/1/2007         2,400,000           3/17/2007
 2.77       92.0           4/1/2007         2,300,000           3/20/2007
 2.78       95.8           4/1/2007         2,100,000           3/22/2007
 2.79       95.1           4/1/2007         1,880,000           3/14/2007
   3        91.8          4/10/2007       351,000,000           4/19/2007
   4        93.9           6/1/2007       933,100,000             Various
 4.01       84.5           6/1/2007       129,500,000           5/10/2007
 4.02       100.0          6/1/2007        98,900,000           5/16/2007
 4.03       98.2           6/1/2007        87,000,000           5/10/2007
 4.04       97.3           6/1/2007        77,000,000           5/11/2007
 4.05       99.7           6/1/2007        73,200,000           5/18/2007
 4.06       91.5           6/1/2007        58,500,000            6/1/2007
 4.07       96.4           6/1/2007        57,000,000           5/10/2007
 4.08       99.6           6/1/2007        46,300,000           5/11/2007
 4.09       100.0          6/1/2007        44,600,000           5/10/2007
 4.10       93.6           6/1/2007        34,500,000           5/18/2007
 4.11       99.3           6/1/2007        32,600,000           5/18/2007
 4.12       98.8           6/1/2007        31,300,000           5/11/2007
 4.13       99.2           6/1/2007        27,600,000           5/18/2007
 4.14       98.3           6/1/2007        28,600,000           5/18/2007
 4.15       84.7           6/1/2007        25,100,000           5/18/2007
 4.16       81.7           6/1/2007        25,000,000           5/17/2007
 4.17       77.3           6/1/2007        23,100,000           5/23/2007
 4.18       100.0          6/1/2007        17,500,000           5/10/2007
 4.19       90.7           6/1/2007        15,800,000           5/18/2007
   5        94.8          5/16/2007       428,100,000             Various
 5.01       89.0          5/16/2007        85,000,000           5/15/2007
 5.02       97.4          5/16/2007        54,500,000           5/24/2007
 5.03       99.6          5/16/2007        51,500,000           5/15/2007
 5.04       92.7          5/16/2007        48,700,000           5/20/2007
 5.05       86.9          5/16/2007        46,300,000           5/15/2007
 5.06       100.0         5/16/2007        36,000,000           5/15/2007
 5.07       91.9          5/16/2007        35,000,000           5/14/2007
 5.08       95.2          5/16/2007        29,000,000           5/15/2007
 5.09       96.4          5/16/2007        17,200,000           5/15/2007
 5.10       97.9          5/16/2007        13,100,000           5/15/2007
 5.11       95.8          5/16/2007        11,800,000           5/26/2007
            84.6          6/20/2007       196,490,000             Various       Various
   6        91.1          6/20/2007        54,220,000             Various
 6.01       97.0          6/20/2007        13,000,000           4/13/2007
 6.02       91.1          6/20/2007         9,400,000           4/11/2007
 6.03       88.3          6/20/2007        10,490,000           4/23/2007
 6.04       80.1          6/20/2007         9,230,000           4/25/2007
 6.05       95.5          6/20/2007         6,500,000            5/1/2007
 6.06       93.9          6/20/2007         5,600,000           4/18/2007
   7        86.1          6/20/2007        46,200,000             Various
 7.01       81.5          6/20/2007        19,700,000           4/20/2007
 7.02       94.7          6/20/2007         6,700,000            5/1/2007
 7.03       93.8          6/20/2007         4,800,000           4/17/2007
 7.04       78.2          6/20/2007         6,200,000           4/25/2007
 7.05       82.0          6/20/2007         5,100,000            5/1/2007
 7.06       95.0          6/20/2007         3,700,000            5/1/2007
   8        80.3          6/20/2007        46,790,000             Various       Various
 8.01       79.5          6/20/2007        11,200,000           4/17/2007
 8.02       94.9          6/20/2007         6,800,000           4/25/2007         15
 8.03       92.7          6/20/2007         5,800,000           4/18/2007
 8.04       95.3          6/20/2007         6,300,000           4/24/2007         10
 8.05       85.4          6/20/2007         4,000,000           4/12/2007
 8.06       98.2          6/20/2007         2,700,000           4/12/2007
 8.07       73.8          6/20/2007         2,400,000           4/18/2007
 8.08       91.4          6/20/2007         2,700,000           4/23/2007
 8.09       70.5          6/20/2007         2,190,000            5/1/2007
 8.10       50.4          6/20/2007         2,700,000           4/12/2007
   9        84.8          6/20/2007        49,280,000             Various       Various
 9.01       93.4          6/20/2007         7,200,000           4/24/2007         15
 9.02       96.3          6/20/2007         6,800,000           4/17/2007
 9.03       81.7          6/20/2007         6,100,000           4/25/2007          7
 9.04       82.0          6/20/2007         6,200,000           4/18/2007
 9.05       78.1          6/20/2007         6,250,000            5/1/2007
 9.06       95.2          6/20/2007         4,600,000           4/13/2007
 9.07       98.5          6/20/2007         4,300,000            5/1/2007
 9.08       90.5          6/20/2007         3,630,000           4/23/2007
 9.09       73.1          6/20/2007         2,500,000           4/11/2007
 9.10       62.1          6/20/2007         1,700,000           4/12/2007
  10        86.0           3/9/2007       174,170,000             Various
 10.01      86.7           3/9/2007        21,050,000           3/26/2007
 10.02      89.5           3/9/2007        18,700,000           3/26/2007
 10.03      89.9           3/9/2007        19,400,000           3/16/2007
 10.04      72.6           3/9/2007        19,200,000           3/26/2007
 10.05      88.6           3/9/2007        16,400,000           3/26/2007
 10.06      90.8           3/9/2007        15,800,000           3/16/2007
 10.07      80.8           3/9/2007        20,020,000           3/19/2007
 10.08      78.6           3/9/2007        14,200,000           3/26/2007
 10.09      96.3           3/9/2007        15,100,000           3/19/2007
 10.10      96.9           3/9/2007         7,500,000           3/19/2007
 10.11      97.8           3/9/2007         6,800,000           3/19/2007
  11        81.2          4/10/2007       155,000,000           4/19/2007
  12        92.4          6/15/2007       320,400,000           11/1/2007
  13        99.3          5/16/2007       102,000,000           5/29/2007       Various
 13.01      99.6          5/16/2007        80,000,000           5/29/2007         26
 13.02      98.1          5/16/2007        22,000,000           5/29/2007         18
  14        78.8          2/28/2007       332,650,000           3/28/2007
  15        93.1          4/26/2007        68,750,000           12/7/2006
 15.01      93.4          4/26/2007        65,150,000           12/7/2006
 15.02      90.2          4/26/2007         3,600,000           12/7/2006
  16        100.0         6/18/2007        63,800,000            5/7/2007
  17        64.7          3/31/2007        69,600,000           4/27/2007
  18        100.0          6/7/2007        51,000,000           4/16/2007
  19        100.0         6/11/2007        52,500,000            4/9/2007         15
  20        97.6          3/13/2007        44,004,000            4/5/2007
 20.01      96.0          3/13/2007        11,620,000            4/5/2007
 20.02      100.0         3/13/2007         9,960,000            4/5/2007
 20.03      97.0          3/13/2007         7,980,000            4/5/2007
 20.04      100.0         3/13/2007         6,720,000            4/5/2007
 20.05      97.0          3/13/2007         3,830,000            4/5/2007
 20.06      95.0          3/13/2007         1,113,000            4/5/2007
 20.07      95.0          3/13/2007         1,113,000            4/5/2007
 20.08      95.0          3/13/2007           556,000            4/5/2007
 20.09      95.0          3/13/2007           556,000            4/5/2007
 20.10      95.0          3/13/2007           556,000            4/5/2007
  21        100.0         7/10/2007        53,400,000           4/27/2007         17
  22        98.2           7/1/2007        51,000,000           2/15/2007
  23        68.4          3/31/2007        47,800,000           4/17/2007
  24        98.4          6/28/2007        37,500,000            3/9/2007
  25        100.0         1/31/2007        37,400,000           2/22/2007
            72.1          4/30/2007        40,700,000             Various
  26        73.6          4/30/2007        14,000,000            5/1/2007
  27        69.0          4/30/2007        14,200,000            5/1/2007
  28        74.5          4/30/2007        12,500,000            5/1/2008
  29        99.3          3/29/2007        36,000,000           2/24/2007
  30        98.0           2/9/2007        31,900,000           2/23/2007
  31        75.0          3/30/2007        32,100,000            5/1/2007
  32        99.2          1/31/2007        28,900,000           3/12/2007
  33        92.6           6/4/2007        32,800,000            5/9/2007
  34        94.9           5/5/2007        29,000,000           4/19/2007
  35        100.0         1/30/2007        28,000,000           2/12/2007
  36        100.0         6/18/2007        33,400,000            5/7/2007
  37        99.6           6/1/2007        28,000,000           5/10/2007
  38        98.9          3/14/2007        25,200,000            3/7/2007
  39        85.9          5/10/2007        25,100,000            6/1/2007
  40        100.0         6/12/2007        25,600,000           5/16/2007
            100.0          6/1/2007        30,800,000           4/18/2007       Various
  41        100.0          6/1/2007        12,800,000           4/18/2007         16
  42        100.0          6/1/2007         9,600,000           4/18/2007         17
  43        100.0          6/1/2007         8,400,000           4/18/2007         18
  44        100.0         1/31/2007        25,000,000           4/20/2007         20
  45        70.3          3/31/2007        30,400,000           3/29/2007
  46        81.0          6/28/2007        23,155,000             Various
 46.01      72.5          6/28/2007         7,900,000            5/1/2008
 46.02      93.2          6/28/2007         5,450,000           4/30/2007
 46.03      83.3          6/28/2007         4,800,000           12/1/2007
 46.04      61.5          6/28/2007         2,930,000            2/1/2008
 46.05      100.0         6/28/2007         2,075,000           4/27/2007
  47        100.0         5/29/2007        23,100,000           5/10/2007
  48        100.0         4/30/2007        24,700,000           4/16/2007
  49        100.0         5/11/2007        35,080,761           3/21/2007
 49.01      100.0         5/11/2007         2,049,365           3/21/2007
 49.02      100.0         5/11/2007         2,903,250           3/21/2007
 49.03      100.0         5/11/2007         2,903,250           3/21/2007
 49.04      100.0         5/11/2007         2,463,370           3/21/2007
 49.05      100.0         5/11/2007         3,155,163           3/21/2007
 49.06      100.0         5/11/2007         1,814,525           3/21/2007
 49.07      100.0         5/11/2007         2,111,455           3/21/2007
 49.08      100.0         5/11/2007         2,815,285           3/21/2007
 49.09      100.0         5/11/2007         2,463,370           3/21/2007
 49.10      100.0         5/11/2007         1,407,636           3/21/2007
 49.11      100.0         5/11/2007         1,407,636           3/21/2007
 49.12      100.0         5/11/2007         1,759,552           3/21/2007
 49.13      100.0         5/11/2007           749,226           3/21/2007
 49.14      100.0         5/11/2007         1,407,636           3/21/2007
 49.15      100.0         5/11/2007         1,707,800           3/21/2007
 49.16      100.0         5/11/2007         1,498,873           3/21/2007
 49.17      100.0         5/11/2007         1,407,636           3/21/2007
 49.18      100.0         5/11/2007         1,055,733           3/21/2007
  50        96.4          1/31/2007        22,700,000            3/5/2007
  51        93.4           5/8/2007        24,700,000            5/5/2007
  52        94.6          6/15/2007        22,135,000            8/1/2007
  53        90.7          5/31/2007        23,750,000            5/8/2007         13
 53.01      81.4          5/31/2007        12,200,000            5/8/2007         12
 53.02      100.0         5/31/2007        11,550,000            5/8/2007         14
  54        95.5          5/30/2007        25,530,000            5/8/2007         12
  55        100.0          5/8/2007        21,700,000            4/5/2007
  56        100.0         6/12/2007        19,700,000           4/13/2007
  57        80.0          3/30/2007        21,000,000            5/1/2007
  58        100.0         6/21/2007        21,750,000           5/30/2007         18
  59        100.0         1/31/2007        19,500,000           4/20/2007
  60        95.3          4/16/2007        20,000,000            4/9/2007
  61        100.0         6/28/2007        24,640,000           4/23/2007         13
  62        96.5          1/31/2007        18,450,000            3/6/2007
  63        91.8          1/31/2007        18,800,000           2/11/2007
  64        85.5           4/9/2007        18,300,000           4/12/2007
  65        96.0          4/30/2007        18,600,000            5/3/2007
  66        100.0         5/10/2007        17,800,000           4/17/2007         17
  67        100.0         6/15/2007        16,700,000           5/11/2007
  68        94.9          4/10/2007        16,500,000            4/9/2007         16
  69        87.6          1/30/2007        19,200,000            3/1/2007         11
  70        100.0         5/30/2007        15,800,000            5/7/2007
  71        68.0          3/31/2007        17,600,000            5/4/2007
  72        91.5           4/6/2007        21,800,000           4/19/2007
  73        69.6         12/31/2006        16,400,000            3/1/2007
  74        96.9          1/31/2007        15,380,000            3/6/2007
  75        95.2           5/1/2007        16,970,000            4/1/2007
  76        100.0          3/2/2007        14,350,000            4/1/2007
  77        100.0         5/16/2007        13,800,000            4/5/2007
  78        82.4           5/3/2007        17,700,000           4/16/2007
  79        92.0           2/7/2007        14,200,000            2/5/2007
  80        90.5           5/8/2007        16,470,000            4/3/2007          5
  81        90.3          3/31/2007        13,880,000           4/17/2007
  82        93.9          6/22/2007        13,300,000            6/4/2007
  83        100.0          6/4/2007        13,000,000           4/29/2007
  84        100.0         5/31/2007        14,700,000           4/23/2007         19
 84.01      100.0         5/31/2007        12,500,000           4/23/2007         19
 84.02      100.0         5/31/2007         2,200,000           4/23/2007         18
  85        91.9          4/12/2007        12,600,000           3/23/2007
  86        100.0         6/11/2007        12,500,000            5/1/2007
  87        97.4           6/4/2007        13,800,000           3/16/2007
  88        100.0          5/1/2007        12,600,000           4/17/2007
  89        100.0         4/23/2007        12,900,000           4/20/2007         17
  90        74.7          2/28/2007        14,000,000           4/16/2007
  91        78.5          4/30/2007        11,800,000           5/17/2007
  92        79.9          1/31/2007        12,400,000           4/12/2007
  93        65.1          1/31/2007        12,500,000           3/29/2007
  94        99.0           5/1/2007        11,600,000           5/12/2007
  95        100.0         2/14/2007        11,400,000          11/15/2006         15
  96        91.2          6/26/2007        11,500,000           4/30/2007
  97        75.4         12/31/2006        14,000,000            4/9/2007
  98        97.5          5/22/2007        11,200,000            5/8/2007
  99        100.0         2/15/2007        14,600,000            4/1/2007         20
  100       100.0         4/18/2007        10,740,000            5/7/2007         10
  101       99.7           5/1/2007        17,040,000            4/6/2007
101.01      99.9           5/1/2007        12,790,000            4/6/2007         12
101.02      99.6           5/1/2007         4,250,000            4/6/2007
  102       100.0         6/26/2007        10,700,000            4/5/2007
  103       95.5           4/1/2007        10,800,000            3/9/2007
  104       100.0         3/28/2007        11,000,000            4/3/2007
  105       100.0          6/1/2007        18,000,000            5/3/2007         20
  106       100.0          6/7/2007        12,300,000           3/20/2007
  107       100.0         6/28/2007        10,300,000           5/10/2007
  108       100.0         7/11/2007        11,500,000           4/24/2007
  109       97.4           4/3/2007         9,400,000           3/30/2007
109.01      98.4           4/3/2007         6,266,667           3/30/2007
109.02      95.3           4/3/2007         3,133,333           3/30/2007
  110       77.8          4/30/2007        10,900,000           5/16/2007
  111       100.0          5/4/2007         9,300,000           4/21/2007
  112       94.2          4/30/2007         9,400,000           5/15/2007
112.01      100.0         4/30/2007         7,050,000           5/15/2007
112.02      84.6          4/30/2007         2,350,000           5/15/2007
  113       100.0          6/4/2007        13,900,000            5/2/2007
  114       78.7          4/30/2007        10,400,000           4/10/2006
  115       98.4          4/17/2007         8,750,000           4/10/2007
  116       75.9          2/28/2007        10,600,000            4/1/2007
  117       100.0         8/16/2005        13,230,000             Various
117.01      100.0         8/16/2005         1,510,000           8/12/2005
117.02      100.0         8/16/2005         1,600,000           6/30/2007
117.03      100.0         8/16/2005         1,540,000            8/2/2005
117.04      100.0         8/16/2005         1,420,000            8/2/2005
117.05      100.0         8/16/2005         1,250,000            8/3/2005
117.06      100.0         8/16/2005         1,190,000            8/2/2005
117.07      100.0         8/16/2005         1,360,000           6/30/2007
117.08      100.0         8/16/2005         1,160,000            8/2/2005
117.09      100.0         8/16/2005         1,180,000            8/2/2005
117.10      100.0         8/16/2005         1,020,000           7/28/2005
  118       100.0         1/19/2007         8,625,000            5/1/2007
  119       98.3          3/28/2007         8,500,000           2/22/2007
  120       92.3          5/25/2007         9,250,000           4/18/2007
  121       100.0         4/11/2007         8,630,000            4/8/2007
  122       81.1          1/23/2007        10,200,000           3/30/2007
  123       100.0         4/11/2007         8,430,000            4/8/2007
  124       100.0         1/11/2007         8,200,000           10/4/2006
  125       100.0         6/29/2007        12,350,000            3/9/2007         13
  126       90.4           6/1/2007         8,500,000            4/4/2007
  127       96.2          3/20/2007         7,750,000          11/15/2006
  128       100.0         9/30/2006         8,160,000          10/27/2006
  129       100.0         6/11/2007         9,000,000           3/30/2007
  130       62.8          4/30/2007         8,100,000            4/1/2007
  131       85.5           5/7/2007         7,500,000           4/12/2007
  132       100.0          6/8/2007         7,500,000           3/18/2007
  133       98.4          5/24/2007         7,500,000           4/28/2007         12
  134       94.7           8/1/2007         6,700,000           3/23/2007
  135       96.3          3/20/2007         6,900,000            3/9/2007
  136       58.8          5/31/2007        13,500,000            5/1/2007
  137       96.7           5/1/2007         6,600,000           4/12/2007
  138       89.8          5/31/2007         6,600,000           4/16/2007
  139       100.0          6/4/2007         6,450,000           4/20/2007         15
  140       88.1           8/1/2007         6,600,000           11/1/2006
  141       80.1          3/20/2007         6,280,000           3/16/2007
  142       61.7         12/31/2006         6,400,000            4/1/2007
  143        NAV                NAV         7,900,000            2/5/2007
143.01       NAV                NAV         5,200,000            2/5/2007
143.02       NAV                NAV         2,700,000            2/5/2007
  144       100.0         5/25/2007         6,875,000           3/28/2007
  145       100.0          1/1/2007         6,000,000           2/20/2007
  146       70.9          2/28/2007         6,300,000            2/1/2007
  147       98.5          4/27/2007         8,000,000            3/2/2007
  148       91.5          4/30/2007         6,900,000            5/2/2007         19
  149       95.9          4/17/2007         5,850,000            4/4/2007
  150       100.0         4/24/2007         5,800,000           4/24/2007
  151       83.4           6/6/2007         6,200,000            5/8/2007
  152       100.0         6/22/2007         5,600,000           2/20/2007
  153       100.0         5/31/2007         6,575,000           4/19/2007
  154       100.0         4/30/2007         7,000,000           4/11/2007         16
  155       65.7          4/21/2007         5,800,000            5/1/2007
  156       100.0         5/30/2007         5,440,000            5/7/2007
  157       100.0         1/31/2007         5,300,000           2/19/2007
  158       100.0          5/4/2007         8,000,000            4/3/2007         19
  159       60.6          2/28/2007         5,700,000           3/11/2007         11
  160       96.1          1/31/2007         5,300,000            3/1/2007
  161       100.0          5/1/2007         5,100,000           5/23/2007
  162       91.0          5/22/2007         5,500,000           5/25/2007
  163       59.2          3/30/2007         5,700,000           4/11/2007
  164       100.0         6/21/2007         7,640,000           4/20/2007
  165       100.0          5/1/2007         4,975,000          12/18/2006
  166       98.7          1/31/2007         5,550,000           1/16/2006
  167       100.0        10/30/2006         4,930,000          12/22/2006
  168       94.2          4/20/2007         5,200,000            6/1/2007
  169       95.7          5/22/2007         4,885,000           2/13/2007
  170       100.0          8/1/2007         4,880,000            3/6/2007
  171       100.0          5/4/2007         4,900,000           3/14/2007
  172       100.0          3/1/2007         4,750,000            3/9/2007
  172       100.0          3/1/2007         2,000,000            3/9/2007
  172       100.0          3/1/2007         1,150,000            3/9/2007
  172       100.0          3/1/2007           800,000            3/9/2007
  172       100.0          3/1/2007           800,000            3/9/2007
  173       91.0           2/5/2007         5,300,000            3/6/2007
  174       93.1           1/4/2007         4,790,000           3/22/2007
  175       100.0          8/1/2007         4,980,000           3/30/2007
  176       100.0         6/14/2007         5,460,000            4/7/2007
  177       91.1           8/1/2007         4,380,000           3/13/2007
  178       83.9           3/1/2007         4,500,000            3/1/2007
  179       93.9          6/27/2007         4,150,000           3/28/2007         15
  180       96.7          3/26/2007         4,150,000            5/3/2007
  181       100.0         5/15/2007         5,825,000            4/3/2007         17
  182       100.0         5/15/2007         4,160,000           3/22/2007
  183       100.0          6/1/2007         4,140,000           3/30/2007
  183       100.0          6/1/2007         3,390,000           3/30/2007
  183       100.0          6/1/2007           750,000           3/30/2007
  184       100.0          8/1/2007         6,150,000            2/6/2007
  185       100.0          2/1/2007         3,800,000          12/22/2006
  186       100.0         6/20/2007         4,840,000           3/15/2007
  187       91.6          6/15/2006         3,800,000           4/20/2007
  188       97.7          1/23/2007         6,860,000          12/28/2006         18
  189       90.0          2/28/2007         3,600,000           3/23/2007
  190       100.0         4/15/2007         3,500,000           1/31/2007
  191       100.0          8/1/2007         3,575,000             Various
  191       100.0          8/1/2007         2,275,000           3/13/2007
  191       100.0          8/1/2007         1,300,000           3/29/2007
  192       95.9           4/3/2007         3,400,000           3/12/2007
  193       100.0          5/2/2007         4,900,000           3/27/2007
  193       100.0          5/2/2007         1,800,000           3/27/2007
  193       100.0          5/2/2007         1,200,000            3/8/2007
  193       100.0          5/2/2007         1,200,000            3/8/2007
  193       100.0          5/2/2007           700,000           3/27/2007
  194       90.5          4/24/2007         4,120,000           3/23/2007         12
  195       100.0          3/1/2007         3,200,000            1/4/2007
  196       100.0         3/28/2007         3,000,000           3/28/2007
  197       81.9          2/21/2007         3,000,000           3/27/2007
  198       97.9           3/7/2007         3,000,000           1/19/2007
  199       100.0          6/1/2007         2,900,000            5/1/2007
  200       92.2          4/13/2007         5,710,000           3/14/2007
  201       100.0        12/19/2006         4,000,000           12/1/2006
  202       100.0          4/2/2007         6,150,000            4/1/2007
  203       94.0          2/21/2007         3,100,000           3/28/2007
  204       100.0          4/1/2007         5,800,000           1/18/2007         13
  205       100.0         6/20/2007         3,300,000            5/3/2007
  206       100.0          3/6/2007         2,900,000            7/1/2007          9
  207       69.0           4/1/2007         3,750,000           3/26/2007
  208       100.0         2/15/2007         3,030,000           4/26/2007
  209       95.0          4/26/2007         3,560,000           4/16/2007
  210       100.0         2/15/2007         3,200,000           4/27/2007
  211       100.0         3/28/2007         2,625,000           3/30/2007
  212       100.0         5/11/2007         3,290,000             Various
  212       100.0         5/11/2007         1,930,000           4/10/2007
  212       100.0         5/11/2007         1,360,000           4/12/2007
  213       100.0          6/1/2007         2,600,000            5/2/2007
  214       100.0         5/24/2007         3,080,000            4/9/2007
  215       100.0         3/27/2007         2,700,000           2/20/2007
  216       100.0         1/31/2007         2,500,000            2/9/2007
  217       95.4           4/1/2007         6,000,000           5/15/2007
  218       88.7          4/10/2007         2,750,000            4/6/2007
  219       100.0          3/2/2007         4,300,000            4/2/2007
  220       83.8          2/13/2007         5,500,000           3/29/2007         16
  221       100.0         5/10/2007         3,550,000           3/28/2007
  222       100.0         5/30/2007         2,880,000           4/27/2007
  223       93.1          3/25/2007         2,500,000            5/3/2007
  224       100.0         4/17/2007         2,740,000           3/29/2007
  225       90.0          2/28/2007         2,400,000           5/11/2007
  226       95.0           3/1/2007         2,580,000           2/18/2007
  227       100.0         4/30/2007         3,800,000           2/21/2007         15
  228       100.0         5/29/2007         2,700,000           1/31/2007         18
  229       100.0          8/1/2007         2,300,000           4/27/2007
  230       90.0          2/28/2007         2,560,000            2/5/2007
  231       98.7          5/16/2007         2,850,000           4/10/2007
  232       100.0          8/1/2007         2,820,000          10/19/2006
  233       100.0          6/1/2007         2,400,000           4/25/2007
  234       100.0         5/24/2007         3,110,000            3/9/2007
  235       100.0          8/1/2007         3,000,000           2/27/2007         10
  236       100.0          5/9/2007         2,680,000           11/2/2006
  237       100.0        10/31/2006         2,350,000           1/13/2007
  238       85.7          5/25/2007         2,390,000          12/13/2006         10
  239       90.0           5/3/2007         2,200,000            5/3/2007
  240       100.0         5/11/2007         2,000,000           2/28/2007
  241       100.0         5/22/2007         2,800,000           4/17/2007
  242       100.0         4/15/2007         2,300,000           1/31/2007
  243       100.0          8/1/2007         2,300,000           12/5/2006
  244       100.0          4/6/2007         3,200,000           3/20/2007         17
  245       100.0          6/6/2007         2,125,000           3/22/2007
  246       89.4           4/5/2007         2,200,000            4/5/2007
  247       100.0         4/11/2007         2,380,000           3/28/2007
  248       100.0         5/24/2007         2,765,000           3/16/2007
  249       66.3          5/28/2007         2,200,000           3/27/2007
  250       96.0          4/11/2007         2,880,000           3/21/2007         13
  251       100.0          2/1/2007         2,500,000           2/20/2007         17
  252       100.0          3/5/2007         5,300,000            3/8/2007         22
  253       100.0         2/18/2007         2,360,000           3/16/2007
  254       100.0          5/8/2007         1,840,000           3/27/2007
  255       97.9          5/12/2007         1,725,000           4/26/2007
  256       95.8          2/28/2007         1,850,000           3/30/2007
  257       100.0         3/28/2007         2,100,000           3/29/2007
  258       100.0         2/15/2007         1,820,000            4/3/2007
  259       84.6           3/1/2007         1,800,000            3/7/2007
  260       100.0         2/28/2007         2,470,000           3/12/2007
  261       100.0         5/24/2007         2,400,000           4/11/2007         14
  262       72.7          3/26/2007         1,800,000           3/14/2007
  263       100.0         3/14/2007         1,600,000           3/19/2007
  264       91.7          2/27/2007         1,450,000           2/12/2007
  265       91.7          2/26/2007         1,350,000           2/12/2007
  266       100.0          5/1/2007         1,620,000            4/3/2007
  267       100.0         5/11/2007         1,240,000           3/27/2007
  268       100.0         4/17/2007         1,200,000           1/22/2007
  269       100.0         4/10/2007         1,200,000           3/20/2007
  270       100.0         5/15/2007         1,490,000           4/23/2007
  271       100.0          5/3/2007           780,000           9/18/2006


                                                          LARGEST TENANT
         SINGLE                                                                                                         LEASE
LOAN #   TENANT                                        TENANT NAME                                      UNIT SIZE     EXPIRATION
----------------------------------------------------------------------------------------------------------------------------------

   1
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3              Belks                                                                                   161,865        8/31/2012
   4
 4.01             Symantec Corporation                                                                    118,734        1/31/2017
 4.02             Charles Schwab & Co., Inc.                                                              270,126        3/31/2012
 4.03             Pershing, LLC                                                                            67,737       10/31/2016
 4.04             Blue Cross & Blue Shield                                                                 72,328       10/31/2011
 4.05             Infinity Insurance Company                                                              153,783        3/31/2016
 4.06             Kurt Salmon Associates Inc.                                                              67,165       12/31/2011
 4.07             Albertson's # 4316                                                                       52,443        2/28/2029
 4.08             HealthPlan Services II                                                                   73,180        3/31/2012
 4.09             Fiserv, Inc.                                                                            198,085        7/31/2012
 4.10             BioHorizons Implant Systems                                                              44,228       11/30/2014
 4.11             Command Alkon Inc.                                                                       44,782        5/31/2010
 4.12             Presidion Solutions/2                                                                    38,983        4/30/2013
 4.13             Colonial Properties Trust                                                                33,294        1/31/2010
 4.14             Gold's Gym                                                                               30,133        4/30/2016
 4.15             Alabama Gas Corporation                                                                  60,613       11/30/2015
 4.16             Homecomings Financial Network, Inc.                                                      24,442        4/30/2012
 4.17             Adventist Health System                                                                  24,922        2/14/2008
 4.18    Yes      The Sungard                                                                              87,066        6/30/2011
 4.19             Birmingham Gastroenterology Association                                                  16,068        5/31/2015
   5
 5.01             Oshman's Store #231 (Sports Authority)                                                   45,500        1/31/2021
 5.02             TJ Max and More                                                                          54,775       10/31/2015
 5.03             Wal-Mart Stores, Inc.                                                                   203,742        1/31/2020
 5.04             Amstar Entertainment, LLC                                                                53,047        5/31/2025
 5.05             Randall's Food & Drugs, L.P.                                                             63,990       11/15/2020
 5.06             Ian Stewart and Ken Gillich d/b/a America's Custom Design Center                        107,806        9/30/2011
 5.07             Winn Dixie #190                                                                          47,840       11/29/2015
 5.08             Beall's Department Stores, Inc.                                                          64,000        4/30/2011
 5.09             Publix #391                                                                              42,112        4/25/2010
 5.10             PetSmart                                                                                 19,108        9/30/2014
 5.11             Publix                                                                                   44,840        1/31/2024

   6
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11              Parision                                                                                123,843        8/31/2013
  12              Ernst & Young                                                                           126,992        6/30/2017
  13
 13.01            Advanced Bionics Corporation                                                            400,144        8/31/2009
 13.02            Advanced Bionics Corporation                                                             72,134        6/30/2008
  14              Banker's Life & Casualty                                                                222,016       11/30/2013
  15
 15.01
 15.02
  16     Yes      OfficeMax Incorporated                                                                  354,098        5/31/2017
  17
  18              Gold's Gym                                                                               23,188
  19     Yes      Amylin Pharmeceuticals, Inc.                                                            144,311        7/31/2019
  20
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21     Yes      FIDM                                                                                    156,216        5/28/2022
  22              King & Zelko Hawaiian Woodworks                                                          27,000              MTM
  23
  24              First National Supermarkets, Inc.                                                        46,383        2/28/2012
  25              Sports Authority                                                                         43,580        8/31/2009

  26
  27
  28
  29              Martin's Foodmarket                                                                      75,650        2/28/2021
  30
  31
  32
  33
  34
  35              The Sports Authority                                                                     40,250        6/30/2011
  36     Yes      ConAgra Foods, Inc.                                                                     161,865        3/31/2016
  37
  38
  39
  40     Yes      Raymour & Flanigan                                                                      150,000        5/31/2022

  41              Hydraulx (Avongard Products USA, Ltd.)                                                   16,220       10/31/2014
  42              N.A.P.A. Institute                                                                        8,190        3/14/2017
  43              Border Grill                                                                              7,500       12/31/2016
  44
  45
  46
 46.01
 46.02
 46.03
 46.04
 46.05
  47              Chase Manhattan Mortgage Corp                                                            28,794        7/31/2009
  48              Grand Mart                                                                               23,800         2/1/2014
  49     Yes
 49.01   Yes      Encanto Restaurants Inc.                                                                  7,733        6/30/2025
 49.02   Yes      Encanto Restaurants Inc.                                                                  3,696        6/30/2025
 49.03   Yes      Encanto Restaurants Inc.                                                                  2,986        6/30/2025
 49.04   Yes      Encanto Restaurants Inc.                                                                  4,928        6/30/2025
 49.05   Yes      Encanto Restaurants Inc.                                                                  3,308        6/30/2025
 49.06   Yes      Encanto Restaurants Inc.                                                                  3,629        6/30/2025
 49.07   Yes      Encanto Restaurants Inc.                                                                  3,885        6/30/2025
 49.08   Yes      Encanto Restaurants Inc.                                                                  5,001        6/30/2025
 49.09   Yes      Encanto Restaurants Inc.                                                                  3,024        6/30/2025
 49.10   Yes      Encanto Restaurants Inc.                                                                  3,312        6/30/2025
 49.11   Yes      Encanto Restaurants Inc.                                                                  3,567        6/30/2025
 49.12   Yes      Encanto Restaurants Inc.                                                                  2,520        6/30/2025
 49.13   Yes      Encanto Restaurants Inc.                                                                  3,455        6/30/2025
 49.14   Yes      Encanto Restaurants Inc.                                                                  3,826        6/30/2025
 49.15   Yes      Encanto Restaurants Inc.                                                                  3,199        6/30/2025
 49.16   Yes      Encanto Restaurants Inc.                                                                  2,592        6/30/2025
 49.17   Yes      Encanto Restaurants Inc.                                                                  3,563        6/30/2025
 49.18   Yes      Encanto Restaurants Inc.                                                                  1,877        6/30/2025
  50
  51
  52
  53
 53.01            Medical Clinic (Workers Comp)                                                             5,340              MTM
 53.02            United Education Institute                                                               33,450        2/28/2015
  54
  55              Banner Health                                                                            15,522       10/31/2009
  56     Yes      Kohl's Department Stores, Inc.                                                           88,408        1/31/2024
  57
  58              Stater Bros                                                                              25,565        6/30/2010
  59              Wachovia                                                                                 11,678        1/12/2013
  60              Taylor Woodrow Homes                                                                     16,468       10/31/2011
  61     Yes      Magnussens Fremont Imports, Inc.                                                         74,000        8/31/2026
  62
  63              LA Fitness                                                                               45,000       11/29/2021
  64              PGCC/HOC                                                                                 25,582        8/31/2011
  65
  66              Jakks                                                                                    17,835        8/31/2008
  67     Yes      Best Buy Stores, LP                                                                      30,000        1/31/2023
  68              Rite Aid Corp                                                                            42,480        8/31/2009
  69              Nugget Market                                                                            52,500       12/31/2029
  70              Edwin Watts Golf Shop                                                                     6,735       10/31/2011
  71
  72              Shalom Baranes Associates                                                                30,527        3/31/2013
  73
  74
  75
  76              Chester County Hospital                                                                  25,971        6/30/2012
  77     Yes      Pinewood Facility                                                                        54,493        3/31/2016
  78              New Horizons                                                                              8,070        7/31/2009
  79
  80              K-Mart Corporation                                                                       84,180        3/31/2012
  81
  82
  83     Yes      Gander Mountain                                                                          65,227         1/1/2022
  84
 84.01            Cliff Teston                                                                              4,966        5/31/2011
 84.02            Silverio J. Santiago                                                                      1,170        2/28/2009
  85
  86     Yes      Medventure                                                                               93,625         3/1/2017
  87
  88              National American University                                                             47,400       10/31/2021
  89              TLC Financial Network                                                                     2,224        4/30/2008
  90
  91
  92
  93
  94              Home Depot                                                                              131,924        1/31/2026
  95              Pacific Dental                                                                            2,400       12/31/2016
  96              Kroger #934-A                                                                            77,154       12/31/2026
  97
  98              Ukranian National Urban Renewal Corp.                                                    17,705       12/31/2014
  99              Dollar Tree                                                                              21,142        7/31/2009
  100             Round Table Pizza                                                                         3,990       12/31/2011
  101
101.01
101.02
  102    Yes      Numismatic Guarantee Corporation                                                         60,000        8/31/2016
  103
  104             Edgewood Properties, Inc.                                                                24,284        3/31/2017
  105    Yes      MCSI                                                                                     59,993        6/30/2014
  106    Yes      Rochling Automotive Duncan, LLP                                                         307,840       12/31/2011
  107             High Throughput Genomics, Inc.                                                           11,745        7/31/2008
  108    Yes      Gold's Gym                                                                               63,000        5/31/2019
  109
109.01
109.02
  110
  111             Bank of America                                                                           4,110        5/31/2017
  112
112.01            Cole's Salon                                                                              7,638        8/31/2017
112.02            Advanced Medial Institute                                                                 4,185        5/31/2009
  113    Yes      Walt Disney World                                                                        68,566        6/30/2012
  114
  115             Walmart                                                                                  46,046        6/30/2017
  116
  117    Yes
117.01   Yes      Tacala, LLC                                                                               2,350        8/15/2025
117.02   Yes      Tacala, LLC                                                                               2,605        8/15/2025
117.03   Yes      Tacala, LLC                                                                               2,632        8/15/2025
117.04   Yes      Tacala, LLC                                                                               2,502        8/15/2025
117.05   Yes      Tacala, LLC                                                                               1,944        8/15/2025
117.06   Yes      Tacala, LLC                                                                               2,621        8/15/2025
117.07   Yes      Tacala, LLC                                                                               2,000        8/15/2025
117.08   Yes      Tacala, LLC                                                                               2,194        8/15/2025
117.09   Yes      Tacala, LLC                                                                               1,944        8/15/2025
117.10   Yes      Tacala, LLC                                                                               1,641        8/15/2025
  118             EMC/National Life                                                                        44,959       10/31/2011
  119             U.S. GSA                                                                                 15,408        2/10/2016
  120             Gould & Lamb, LLC                                                                        24,219        5/31/2012
  121    Yes      Roundy's Supermarkets Inc.                                                               62,261        4/30/2027
  122             Centura Health Corporation                                                               36,230       12/31/2015
  123    Yes      Roundy's Supermarkets Inc.                                                               67,866        4/30/2027
  124             Deals                                                                                     8,900         4/1/2010
  125    Yes      Wickes Furniture Company, Inc.                                                           41,850       12/31/2021
  126             Bank of the West                                                                          7,644        9/30/2030
  127
  128
  129             Circuit City                                                                             20,695        1/31/2023
  130
  131             Real Estate Title and Escrow                                                             14,573        4/30/2015
  132    Yes      Walgreens                                                                                14,820       11/30/2081
  133             Tefft County of SLO                                                                       8,924        4/30/2017
  134             Wells Fargo Home Mortgage                                                                 4,125       12/31/2007
  135
  136
  137
  138             Dollar Tree                                                                              10,000        11/9/2011
  139             Wallaby Yogurt Company                                                                   60,357         7/1/2010
  140             International Concept Entertainment Group                                                19,530        9/14/2018
  141
  142
  143
143.01
143.02
  144    Yes      CVS                                                                                      13,013         1/1/2027
  145             CVS Store #3533                                                                          10,908         6/7/2016
  146
  147             Rite Aid                                                                                 26,182         6/1/2009
  148
  149
  150
  151             Bailey Brothers Music Company, LLC                                                       17,119        4/30/2019
  152             Lammers Grocery                                                                          53,066       12/31/2014
  153    Yes      Tractor Supply Company                                                                   22,670        1/23/2023
  154             Honda R&D Americas, Inc.                                                                  5,770         1/1/2012
  155
  156             Crazy Cleanerz                                                                            7,601       11/30/2015
  157
  158             LT Acquistion/Corp/Louise                                                                 4,696        1/31/2010
  159
  160             Eckerd Corporation                                                                        9,640       11/30/2015
  161             Sierra Nevada Corporation                                                                11,164       12/31/2007
  162
  163
  164    Yes      Zyacorp Entertainment I, LLC                                                             36,415        1/16/2025
  165             GNT Enterprises III (Gift Shop)                                                           4,000        6/28/2009
  166             Ameripath                                                                                43,605        7/31/2014
  167    Yes      Walgreens Co.                                                                            14,820        8/30/2016
  168             Bast Hatfield                                                                            21,301       12/31/2022
  169             Receivia, Inc.                                                                           13,000       11/30/2009
  170    Yes      Walgreens                                                                                14,560        8/31/2078
  171             Hooters                                                                                   6,538       10/31/2008
  172
  172
  172
  172
  172
  173
  174             Murray's Discount Auto Stores, Inc.                                                       9,500        7/31/2015
  175    Yes      Walgreens                                                                                14,460        5/31/2081
  176    Yes      CVS Pharmacy, Inc.                                                                       13,013        1/31/2026
  177             Houston Puerto Rican Restaurant                                                           3,450        5/30/2011
  178             Shoe Show                                                                                 6,120        3/31/2012
  179             Rosner & Mansfield LLP                                                                    9,761       12/31/2019
  180
  181    Yes      Torn & Glasser Inc.                                                                      53,689         6/1/2022
  182             Romanelli's                                                                               5,980        5/31/2016
  183
  183
  183
  184    Yes      Healthspring, Inc.                                                                       54,000        5/14/2014
  185    Yes      Advanced Stores Company                                                                   7,000       10/31/2021
  186             Michigan Chandelier                                                                      29,531       10/31/2017
  187             Lucky Dog                                                                                 3,645        5/31/2010
  188             MaGuffy's Pub II                                                                          4,214
  189
  190
  191    Yes
  191    Yes      United Rentals, Inc.                                                                     12,300       12/31/2014
  191    Yes      Carrols Corporation                                                                       4,200        6/12/2023
  192
  193    Yes
  193    Yes      Flowery Baking Co. of Denton, LLC                                                        12,710        11/7/2017
  193    Yes      Flowers Baking Co. of San Antonio, LLC                                                    9,020        7/31/2019
  193    Yes      Flowers Baking Co. of Houston, LLC                                                        9,000        4/30/2021
  193    Yes      Flowers Baking Co. of Denton, LLC                                                         4,000       12/31/2016
  194             All Sports Therapy Athletic                                                               5,132       12/31/2009
  195
  196             East Brunswick Convertibles                                                               4,357        2/28/2010
  197
  198
  199    Yes      Walgreens                                                                                14,550       12/31/2082
  200
  201             Boomin Systems                                                                            2,600       11/30/2007
  202             David's Bridal                                                                           10,000        4/30/2016
  203
  204
  205             Ideal Tile Importing Co.                                                                 22,500        8/31/2009
  206             Creative Touch Interiors (Home Depot)                                                     6,877        1/31/2012
  207             L. Woerner, Inc.                                                                         28,510        8/31/2016
  208             Colorado Commercial Builders                                                              4,649       12/31/2009
  209             Food Lion - Southwood                                                                    29,000       10/12/2017
  210             Verizon                                                                                   3,500        6/30/2016
  211             Dunkin Donuts                                                                             3,000        7/14/2012
  212    Yes
  212    Yes      Southeast QSR, LLC                                                                        2,167       11/21/2021
  212    Yes      Southeast QSR, LLC                                                                        2,275       11/21/2021
  213    Yes      Walgreens                                                                                14,550       10/31/2081
  214    Yes      Tractor Supply Company                                                                   24,430        1/16/2022
  215    Yes      AHS Lovelace Medical Group, LLC                                                          12,941        8/31/2009
  216
  217
  218             Logan Developers                                                                          6,760       10/30/2021
  219             Century 21 Metro Alliance                                                                 5,068        8/14/2010
  220             Discount Tire                                                                             5,035        5/31/2008
  221    Yes      Tractor Supply Company                                                                   24,727        9/12/2021
  222    Yes      Tractor Supply Co. of Texas, LP                                                          24,727        5/31/2021
  223
  224             Complete Realty Group                                                                     5,903        1/31/2010
  225             Affinity/Thedacare Ventures                                                               7,256       10/31/2011
  226
  227             Prima Pasta                                                                               3,830       12/31/2007
  228    Yes      National Wood Products, Inc.                                                             60,000       10/31/2012
  229             Dream Kitchen USA                                                                         4,690       10/31/2012
  230             Extend Benefits Group                                                                     2,031        6/30/2008
  231
  232             Staples                                                                                  23,942        7/31/2016
  233    Yes      Kinko's Inc.                                                                              7,000        9/30/2010
  234    Yes      NTW Incorporated                                                                          8,064        5/31/2032
  235             Joe Dauskurdas, Rick Geha, Wes Olson, Robert Shapiro and Modesto Realty Group, Inc.       6,048       11/16/2011
  236
  237             Sherwin Williams                                                                          5,000        8/31/2019
  238             Verizon                                                                                   2,797        5/31/2010
  239
  240    Yes      TD Banknorth                                                                              3,944         3/1/2016
  241             Mendenhall Smith Structural Engineers                                                     8,575        2/28/2019
  242
  243    Yes      CVS Pharmacy, Inc.                                                                       10,010        1/31/2018
  244    Yes      City and County of San Francisco (Department of Human Services)                          12,750       12/21/2011
  245    Yes      Central Pediatrics, P.A.                                                                 13,040        5/31/2020
  246
  247
  248    Yes      BFS Retail & Commercial Operations, LLC                                                   7,653        5/31/2022
  249
  250             Giving Tree Education                                                                     3,817        5/31/2013
  251             Dol San Restaurant/Club                                                                   1,500        5/31/2008
  252             Agnet Prococateur                                                                         1,600        4/30/2010
  253             Men's Wearhouse                                                                           7,031        2/28/2013
  254    Yes      Goodwill Industries of South Texas, Inc.                                                 10,440        8/31/2015
  255
  256
  257             Jeff's Surgical Supply, Inc.                                                              4,320       10/31/2008
  258
  259             Mr. B's                                                                                   7,800        4/30/2010
  260
  261             Phoenix Graphics                                                                          4,000         2/1/2010
  262
  263             Elite Business Forms, Inc.                                                                             2/28/2018
  264
  265
  266    Yes      Blockbuster Inc.                                                                          5,040        6/30/2016
  267    Yes      Commerce Bank (Ground Lease)                                                              3,669        4/30/2022
  268
  269             Pandolfo Cafe                                                                             2,560        5/31/2012
  270    Yes      Circle K Stores, Inc.                                                                     2,972        1/21/2024
  271    Yes      V/Gladieux Enterprises, Inc.                                                             27,098         5/3/2022


                                          2ND LARGEST TENANT
                                                                                   LEASE
LOAN #                   TENANT NAME                        UNIT SIZE            EXPIRATION
--------------------------------------------------------------------------------------------

   1
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3      The Gap                                              12,796             12/31/2008
   4
 4.01     Fiserv Solutions, Inc.                               93,557              6/30/2012
 4.02     Charles Schwab & Co., Inc.                           87,563              3/31/2009
 4.03     Hartford Fire Insurance Com                          64,865              4/30/2011
 4.04     BPB America, Inc.                                    35,771              8/31/2017
 4.05     Newspaper Holdings, Inc.                             28,095             10/15/2009
 4.06     Swift, Currie, McGhee & Hiers, LLP                   49,907             12/31/2015
 4.07     AmStar Theatre                                       48,903             10/31/2023
 4.08     HealthPlan Services, Inc.                            54,362              3/31/2012
 4.09     Nature's Table Cafe                                   1,500              7/31/2012
 4.10     Faulkner University                                  29,277             12/31/2009
 4.11     Northstar Communications Group                       27,538             10/31/2007
 4.12     BayCare Health System, Inc.                          32,201             10/31/2016
 4.13     Gaines Wolter & Kinney PC                            16,272              4/30/2015
 4.14     Cracker Barrel Old Country Store, Inc.               10,000              6/30/2015
 4.15     Hilb, Rogal & Hamilton of Alab                       30,278             10/31/2007
 4.16     Peak Fitness V, LLC                                  20,919              8/31/2008
 4.17     Grower, Ketcham, Rutherford, P.A.                    17,431              5/31/2014
 4.18
 4.19     McGriff, Seibels & Williams                          15,964              7/31/2009
   5
 5.01     Stein Mart #222                                      36,000              9/30/2010
 5.02     Steinmart, Inc.                                      38,422                    MTM
 5.03     Regal Cinemas, Inc.                                  63,260              5/31/2020
 5.04     Ross Stores, Inc.                                    30,187              1/31/2016
 5.05     Bombay/Bombay Kids #285                               8,496              9/30/2013
 5.06     Publix #0427                                         56,000             11/18/2012
 5.07     Bealls Outlet #231                                   20,050              4/30/2012
 5.08     TJ Maxx #290                                         30,000              1/31/2010
 5.09     Holiday CVS                                           9,504              4/15/2010
 5.10     Muk Tsing Yam and Chi Lun Ho                          6,000              3/31/2009
 5.11     Ming Garden                                           3,058             10/31/2008

   6
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11      The Gap/Gap Kids                                     12,623              6/30/2009
  12      LeBoeuf Lamb Greene                                 113,595              6/30/2023
  13
 13.01    Alfred Mann Foundation                               55,246              7/31/2008
 13.02    Quallion LLC                                         53,242             10/31/2008
  14      Level 3                                             205,695             11/30/2015
  15
 15.01
 15.02
  16
  17
  18      Banana Republic                                       7,399
  19
  20
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21
  22      All Pool & Spa, Inc.                                 15,000             12/31/2007
  23
  24      Eckerd Corp.                                         12,960              1/31/2010
  25      LA Fitness                                           35,000             12/31/2009

  26
  27
  28
  29      Fashion Bug                                          12,000              1/31/2011
  30
  31
  32
  33
  34
  35      PetsMart                                             25,386              3/31/2009
  36
  37
  38
  39
  40

  41      Play. Inc.                                            5,530              1/31/2008
  42      EZ Management                                         3,807             12/14/2015
  43      X-Prize Foundation                                    6,000              6/30/2008
  44
  45
  46
 46.01
 46.02
 46.03
 46.04
 46.05
  47      Albiez Insurance Agency, Inc.                        24,539              8/31/2012
  48      Hee Been Restaurant                                   9,250             12/31/2013
  49
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50
  51
  52
  53
 53.01    Blockbuster Video                                     5,320             12/31/2007
 53.02    Optical Store                                         1,730              3/31/2010
  54
  55      Valley Radiologists, Ltd.                            13,508             12/31/2007
  56
  57
  58      Marie Calendar's                                      8,827              4/30/2016
  59      Grand Bank & Trust                                   10,200              5/31/2017
  60      Fifth Third Bank                                     15,194             11/30/2013
  61
  62
  63      Mi Cocina, Ltd.                                       4,934              5/31/2016
  64      State of Maryland/DLLR                               22,691              5/31/2012
  65
  66      Wolf Designs                                          5,000              1/31/2008
  67
  68      Grocery Outlet Inc.                                  29,716              4/30/2017
  69
  70      Crye-Leike, Inc.                                      6,518             12/31/2011
  71
  72      Silver, Freedman & Taft                              12,928                    MTM
  73
  74
  75
  76      Chester County OB/GYN                                11,873              6/30/2012
  77
  78      Tuesday Morning                                       8,000              7/15/2009
  79
  80      Hollywood Video                                       7,028              8/24/2007
  81
  82
  83
  84
 84.01    Albert Dahan & Dov Hadad                              4,640             10/31/2008
 84.02    Donna Hee-Kyung Chung                                 1,170              7/31/2009
  85
  86
  87
  88      International Game Technology                        46,971              9/30/2011
  89      Dennis Huston, DDS                                    2,117              3/30/2010
  90
  91
  92
  93
  94      Hooters of S. County                                  5,515              9/30/2009
  95      American General Finance                              1,800             11/30/2016
  96      Skyline                                               2,679              6/30/2017
  97
  98      United States of America-Social Security             10,279              6/30/2011
  99      Grocery Outlet                                       20,000              7/31/2011
  100     Clique                                                2,800              4/30/2011
  101
101.01
101.02
  102
  103
  104     CVS                                                  13,905              8/31/2018
  105
  106
  107     ACP - Eastside Imaging                               11,724             11/30/2009
  108
  109
109.01
109.02
  110
  111     Sylvan Learning                                       2,800              5/31/2008
  112
112.01    Cellars Wines & Spirits                               5,460              1/31/2012
112.02    US Bank, N.A. / Firstar                               3,630              2/28/2009
  113
  114
  115     Chu Jiang Chinese Restaurant                          5,910             10/31/2012
  116
  117
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
  118     Dice Career Solutions, Inc.                          23,940             10/31/2011
  119     Konikoff Dental Associates, Inc.                      9,976             12/31/2016
  120     Manatee Memorial Hospital, L.P.                      15,040             10/31/2007
  121
  122     South Seas Data LLC                                  10,978              9/30/2010
  123
  124     State of TN Dept of Finance                           6,900              12/1/2011
  125
  126     Bostons                                               6,400             12/31/2007
  127
  128
  129     Navy Fed Credit Union                                 5,651              1/25/2017
  130
  131     Ilex Construction and Development                    11,357              4/30/2012
  132
  133     Video Choice                                          2,450             11/15/2007
  134     Gourmet Deli                                          3,650              1/31/2009
  135
  136
  137
  138     Fashion Bug                                           6,500              2/28/2012
  139     Crystal Geyser                                       29,243               4/1/2009
  140     Slava Aronov                                          5,200              5/15/2012
  141
  142
  143
143.01
143.02
  144
  145     Blockbuster Video #12337                              6,500              3/31/2012
  146
  147     Hastings                                             19,442             12/30/2008
  148
  149
  150
  151     Ixtapa                                                3,600             12/31/2009
  152     Dollar General                                       10,000              3/31/2009
  153
  154     Famima Corporation                                    3,500               8/1/2013
  155
  156     Flying Saucer                                         4,974             11/30/2015
  157
  158     Via Parasol, LLC                                      2,463             10/31/2009
  159
  160     Dr. John Sines, D.D.S.                                4,512             10/31/2009
  161     Bertch Robson                                         4,508              1/31/2008
  162
  163
  164
  165     Bluegreen Vacations Unlimited, Inc.                   2,800              2/26/2009
  166     Corinth Group, Inc.                                   4,062             11/30/2008
  167
  168     United Rentals                                       16,625              6/30/2017
  169     Intech Software Solutions, Inc.                       9,224              1/31/2010
  170
  171     Joey's Seafood Restaurant                             2,980              7/31/2015
  172
  172
  172
  172
  172
  173
  174     Bills Designer Apparel                                3,060             12/31/2009
  175
  176
  177     Randstad                                              2,000              9/30/2008
  178     CATO                                                  4,500              1/31/2012
  179     DenHerder & Associates                                3,962             12/31/2007
  180
  181
  182     The Harrelson Company                                 3,986              9/30/2013
  183
  183
  183
  184
  185
  186     Greater Detroit Newspaper                            28,469              9/14/2012
  187     Porter Paints                                         3,645              6/30/2011
  188     Burgerville - Holland Inc.                            4,000
  189
  190
  191
  191
  191
  192
  193
  193
  193
  193
  193
  194     Christopher M Rose, DDS                               2,592              7/31/2010
  195
  196     Jennifer Leather, Inc.                                2,090              2/28/2010
  197
  198
  199
  200
  201     Boomin Systems                                        2,600              4/30/2008
  202     Mattress Pro                                          4,247              7/31/2011
  203
  204
  205     Empire Technologies                                  18,009              8/31/2009
  206     Valley Unique Electric, Inc.                          6,000              6/30/2016
  207
  208     Dr. Mc Mahon                                          3,627              4/30/2015
  209     Alltel                                                4,000              9/30/2008
  210     Papa John's                                           1,400             11/30/2011
  211     Ohm Rx, Inc.                                          1,800             11/30/2012
  212
  212
  212
  213
  214
  215
  216
  217
  218     First Bank                                            1,390             12/31/2008
  219     Fairfield Resorts, Inc.                               2,430             10/31/2010
  220     Redlands Complete Au                                  4,180             12/31/2010
  221
  222
  223
  224     Suncoast Mortgage Centers, Inc.                       2,421              3/31/2008
  225     Marian College                                        6,800              7/31/2009
  226
  227     Unitech Water Systems Corp.                           3,350              1/31/2008
  228
  229     TMRVCJ, LLC dba Huntington Learning Center            2,552             10/31/2009
  230     Ivy Pond                                              2,031             11/15/2009
  231
  232     Dollar Tree                                           8,000              1/31/2015
  233
  234
  235
  236
  237     Ear, Nose and Throat Assoc                            2,800              6/30/2012
  238     Subway                                                1,400             12/31/2013
  239
  240
  241     Cleo Design                                           2,337              5/31/2009
  242
  243
  244
  245
  246
  247
  248
  249
  250     MVP Scholars                                          1,417              4/30/2008
  251     Puppy in Style                                        1,286             10/31/2007
  252     Gardel                                                1,600             12/31/2008
  253     Sherwin Williams                                      5,000             10/31/2011
  254
  255
  256
  257     S&J Laundries, Inc                                    4,320             10/31/2009
  258
  259     Luxor Furniture                                       3,600              8/31/2007
  260
  261     Crossloads Automotive                                 4,000              12/1/2010
  262
  263     Health Management Associates, Inc.                                       3/31/2012
  264
  265
  266
  267
  268
  269     Praxis                                                1,920              3/31/2013
  270
  271


                                           3RD LARGEST TENANT
                                                                                                LEASE
LOAN #                      TENANT NAME                                 UNIT SIZE             EXPIRATION
---------------------------------------------------------------------------------------------------------

   1
 1.01
 1.02
 1.03
 1.04
 1.05
 1.06
 1.07
 1.08
 1.09
 1.10
 1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.24
 1.25
 1.26
 1.27
 1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 1.38
 1.39
 1.40
 1.41
 1.42
 1.43
 1.44
 1.45
 1.46
 1.47
 1.48
 1.49
 1.50
 1.51
 1.52
 1.53
 1.54
 1.55
 1.56
 1.57
 1.58
 1.59
 1.60
 1.61
 1.62
 1.63
 1.64
 1.65
 1.66
 1.67
 1.68
 1.69
 1.70
 1.71
 1.72
 1.73
 1.74
 1.75
 1.76
 1.77
 1.78
   2
 2.01
 2.02
 2.03
 2.04
 2.05
 2.06
 2.07
 2.08
 2.09
 2.10
 2.11
 2.12
 2.13
 2.14
 2.15
 2.16
 2.17
 2.18
 2.19
 2.20
 2.21
 2.22
 2.23
 2.24
 2.25
 2.26
 2.27
 2.28
 2.29
 2.30
 2.31
 2.32
 2.33
 2.34
 2.35
 2.36
 2.37
 2.38
 2.39
 2.40
 2.41
 2.42
 2.43
 2.44
 2.45
 2.46
 2.47
 2.48
 2.49
 2.50
 2.51
 2.52
 2.53
 2.54
 2.55
 2.56
 2.57
 2.58
 2.59
 2.60
 2.61
 2.62
 2.63
 2.64
 2.65
 2.66
 2.67
 2.68
 2.69
 2.70
 2.71
 2.72
 2.73
 2.74
 2.75
 2.76
 2.77
 2.78
 2.79
   3     Victoria's Secret                                                  9,983              1/31/2015
   4
 4.01    American Pioneer Life Ins. Co.                                    62,931              9/30/2015
 4.02
 4.03    Bank of New York                                                  62,893              7/31/2011
 4.04    Checkers "Dark"                                                   22,649              2/29/2008
 4.05    Ceridian Corp-Arbitron                                            23,427              6/30/2011
 4.06    Ashe, Rafuse & Hill, LLP                                          27,996              2/28/2011
 4.07    Colonial Properties Trust                                         11,144             10/31/2009
 4.08    State of Florida/Attorney General                                 40,943              3/14/2013
 4.09
 4.10    Progressive Insurance Company                                     24,234              7/31/2009
 4.11    Intermark Group, Inc.                                             25,843              9/30/2013
 4.12    Brown & Brown, Inc.                                               16,193              3/14/2010
 4.13    Nexity Financial                                                  15,499              8/31/2007
 4.14    Fox & Hound Pub & Grille                                           9,000              5/31/2015
 4.15    Colonial Properties Trust                                         20,431              7/31/2009
 4.16    Metrocities Mortgage, LLC                                         11,951              5/31/2009
 4.17    Avaya, Inc.                                                       15,299              5/31/2009
 4.18
 4.19    Attenta, Inc.                                                     15,439              7/31/2009
   5
 5.01    Old Navy #6450                                                    25,451             11/30/2010
 5.02    Georgia Theatre Co - II                                           37,573              8/31/2008
 5.03    Marshalls #0767                                                   30,000              4/30/2010
 5.04    Bed Bath & Beyond                                                 25,000              1/31/2016
 5.05    Carrabbas #9415                                                    6,363             11/30/2013
 5.06    Frank's Place                                                      7,700             12/31/2011
 5.07    The Book Nook                                                      7,271              6/30/2009
 5.08    Lifestyle Family Fitness, Inc                                     24,269              6/30/2015
 5.09    Dollar General #3088                                               7,284              2/28/2010
 5.10    Century 21 Home Team                                               3,600                    MTM
 5.11    Trussville Health & Wellness                                       2,442              9/30/2011

   6
 6.01
 6.02
 6.03
 6.04
 6.05
 6.06
   7
 7.01
 7.02
 7.03
 7.04
 7.05
 7.06
   8
 8.01
 8.02
 8.03
 8.04
 8.05
 8.06
 8.07
 8.08
 8.09
 8.10
   9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
 9.07
 9.08
 9.09
 9.10
  10
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
 10.11
  11     Carpet Fiesta                                                     10,821              5/31/2008
  12     BP Corporation                                                    31,091             10/31/2017
  13
 13.01   Bioness                                                           29,041              8/31/2012
 13.02   Second Sight Medical Products, Inc                                24,770             12/31/2007
  14     Wrigley                                                          147,860              1/31/2016
  15
 15.01
 15.02
  16
  17
  18     Gap Maternity                                                      7,254
  19
  20
 20.01
 20.02
 20.03
 20.04
 20.05
 20.06
 20.07
 20.08
 20.09
 20.10
  21
  22     Layout, Etc.                                                      14,400             12/31/2007
  23
  24     Blockbuster Videos, Inc                                            6,225              9/30/2009
  25     GBE of Tempe, LP                                                  35,000             12/31/2009

  26
  27
  28
  29     CVS                                                                8,450             12/31/2010
  30
  31
  32
  33
  34
  35     Staples                                                           24,049              6/30/2015
  36
  37
  38
  39
  40
  41     Jinky's Cafe                                                       2,500              7/31/2012
  42     West LA Medical & Skin Care                                        2,899              1/14/2016
  43
  44
  45
  46
 46.01
 46.02
 46.03
 46.04
 46.05
  47     Jobel Management Corp                                             10,847               5/1/2011
  48     Dept. Store                                                        6,558               3/1/2009
  49
 49.01
 49.02
 49.03
 49.04
 49.05
 49.06
 49.07
 49.08
 49.09
 49.10
 49.11
 49.12
 49.13
 49.14
 49.15
 49.16
 49.17
 49.18
  50
  51
  52
  53
 53.01   Dental Office                                                      3,687              3/31/2022
 53.02   Vitamin Store                                                      1,080              3/31/2010
  54
  55     Desert West Obstetrics & Gynecology, Ltd.                         13,049             11/30/2008
  56
  57
  58     Dollar Store                                                       3,773             11/27/2008
  59     Fidelity                                                           9,424              12/5/2012
  60     Scott, Harris, Bryan, Barra & Jorgensen, P.A.                      8,234              8/31/2009
  61
  62
  63     Picasso's Pizza, Inc.                                              4,596             12/31/2016
  64     Protocall                                                         12,400             11/30/2012
  65
  66     World Telecom                                                      2,571              9/30/2010
  67
  68     Outdoor Pro Shop                                                   7,000              3/31/2013
  69
  70     Chili's #43                                                        5,400              6/28/2012
  71
  72     The Bernstein Companies                                           11,356              6/30/2009
  73
  74
  75
  76     Oral/Macillofacial Surgery                                         5,548              6/30/2012
  77
  78     Gator's Dockside                                                   7,195              3/31/2013
  79
  80     Dragon Star Karate                                                 4,224               8/4/2009
  81
  82
  83
  84
 84.01   Robert Rasner                                                      4,220              6/30/2012
 84.02   Young Rock Lee                                                     1,170              1/31/2010
  85
  86
  87
  88
  89     Baja Cactus                                                        1,888              5/31/2015
  90
  91
  92
  93
  94     Kolander/Cici's                                                    4,855              8/31/2009
  95     Gamestop                                                           1,770             11/30/2011
  96     Cash Plus                                                          1,600              2/28/2012
  97
  98     Dialysis Associates Northern NJ                                   10,260             12/31/2016
  99     Diesel Fitness                                                    10,960              1/31/2010
  100    Stop 1 Liquor                                                      2,737              9/30/2015
  101
101.01
101.02
  102
  103
  104    Piscataway Donuts, Inc.                                            2,882              6/14/2009
  105
  106
  107    Canyon Medical Properties, LLC (1)                                 8,000              4/30/2009
  108
  109
109.01
109.02
  110
  111    Leslie's Pool                                                      2,450             12/31/2011
  112
112.01   MarketLink Realty, Inc.                                            4,320             11/30/2009
112.02   Advisor's Mortgage, LLC                                            2,282              9/30/2009
  113
  114
  115    Movie Exchange                                                     4,000              6/30/2012
  116
  117
117.01
117.02
117.03
117.04
117.05
117.06
117.07
117.08
117.09
117.10
  118    M & I Home Lending                                                21,101             12/31/2012
  119    Carl P. Roy, DDS                                                   3,771             11/30/2008
  120    Jon Waage Chapter 13 Trustee                                       8,894             12/31/2007
  121
  122    Universal Hospital Services, Inc.                                  8,302              3/31/2010
  123
  124    China Pan                                                          5,612               5/1/2009
  125
  126    Nebraska Health System                                             5,618              3/31/2010
  127
  128
  129    Panera Bread                                                       4,200             12/31/2016
  130
  131    Edge Fitness                                                       6,292              1/31/2012
  132
  133    Nipomo Properties                                                  2,100                    MTM
  134    Epiphanea Center for Aesthetic Medicine                            2,150              6/30/2012
  135
  136
  137
  138    ShoeDept.                                                          4,800              3/31/2012
  139
  140
  141
  142
  143
143.01
143.02
  144
  145    St. Lucie Optical West                                             2,625              9/30/2010
  146
  147    Sports Authority                                                  17,554             12/30/2008
  148
  149
  150
  151    Salvatore Bambinelli                                               2,400              1/31/2014
  152    Erickson's Pharmacy                                                7,200              1/31/2008
  153
  154    JL Investments/Dashing Diva                                        2,882              11/1/2016
  155
  156    Steak Escape                                                       1,972             11/30/2012
  157
  158    Owner occupied                                                     1,174
  159
  160    Adventist Community T                                              3,000              7/31/2011
  161    Cottonwood Tile                                                    3,295              3/31/2008
  162
  163
  164
  165    Coach Inc - Store #4007                                            2,300              5/31/2008
  166    Highway Marketing                                                  1,629              7/31/2008
  167
  168    General Mechanical Systems                                        14,000              3/30/2012
  169    S3 Group, Inc.                                                     5,450              1/31/2010
  170
  171    Curves                                                             2,960                    MTM
  172
  172
  172
  172
  172
  173
  174    Athletic & Therapeutic Institute of Bollingbrook                   2,952              1/31/2009
  175
  176
  177    Starbucks                                                          1,800              5/31/2016
  178    Cingular Wireless                                                  3,500              2/28/2012
  179    Weintraub Law Group                                                1,743              4/30/2010
  180
  181
  182    Bank of Wilmington                                                 2,499              4/30/2015
  183
  183
  183
  184
  185
  186
  187    Wells Fargo                                                        2,475              9/14/2010
  188    Thai Princess Restaurant                                           2,958
  189
  190
  191
  191
  191
  192
  193
  193
  193
  193
  193
  194    Chapman University                                                 2,000                    MTM
  195
  196    1-800-Flowers Retail, Inc.                                         2,090              4/30/2013
  197
  198
  199
  200
  201    Gateway Construction Services                                      2,500             10/31/2010
  202    Tony Cao Salon                                                     1,500              8/31/2011
  203
  204
  205    Phoenix Sales & Service Corp                                       4,500             11/30/2008
  206    Valley Unique Electric, Inc.                                       4,000              6/30/2012
  207
  208    Dr. Ikehara                                                        2,255              8/31/2010
  209    Campbell County Library                                            4,000              2/28/2009
  210    House of Blooms                                                    1,400              1/31/2012
  211    Sub & Salad, Inc.                                                  1,200              4/30/2010
  212
  212
  212
  213
  214
  215
  216
  217
  218    Xtreme Wireless                                                    1,390             11/30/2009
  219
  220    J.D. Systems, Inc./Jiffy Lu67-A                                    3,052              9/30/2010
  221
  222
  223
  224    DKS Associates, Inc.                                               1,986              1/31/2008
  225    Fox Valley Nephrology Partners                                     4,037              5/31/2012
  226
  227    Southland Distribution                                             3,320              5/31/2008
  228
  229    ChickPea, LLC                                                      1,310              8/31/2011
  230    Source One Investments                                             2,031             12/31/2010
  231
  232
  233
  234
  235
  236
  237    B Antonio's Pizza                                                  2,100              10/2/2010
  238    Advance America                                                    1,200             10/31/2011
  239
  240
  241
  242
  243
  244
  245
  246
  247
  248
  249
  250    New Love Church                                                    1,345              8/31/2007
  251    Oasis Skin Care                                                    1,000              1/31/2008
  252
  253
  254
  255
  256
  257    Super Duper Deli, Inc.                                             1,440              1/31/2008
  258
  259    H&R Block                                                          2,000              4/30/2008
  260
  261    I.T.T.O.                                                           3,000              11/1/2009
  262
  263    Print Works of Lexington                                                              2/28/2012
  264
  265
  266
  267
  268
  269    Hendrickson Retail                                                 1,280              3/31/2013
  270
  271

Footnotes to Annex A-1

1.  MLML – Merrill Lynch Mortgage Lending, Inc., GECC – General Electric Capital Corporation, LaSalle – LaSalle Bank National Association, WFB – Wells Fargo Bank, National Association.
2.  With respect to mortgage loans 28, the UW NCF ($) and UW DSCR (x) for the mortgage loans were calculated using ‘‘as stabilized’’ Cash Flows. ‘‘In Place’’ NCF is $879,155. The ‘‘In Place’’ UW DSCR (x) is 1.32x.
3.  With respect to mortgage loans that are presented as cross-collateralized and cross-defaulted, Cut-Off Date LTV (%), Maturity LTV (%), UW DSCR Original Balance per Unit (x) and Cut-Off Date Balance per Unit ($) 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 loans 12, 28, and 46 the Cut-Off Date LTV (%) was calculated using the full loan amount and the ‘‘as stabilized’’ Appraised Value ($). Using the full loan amount and the ‘‘as is’’ value, the Cut-Off Date LTV (%) is 81.8%, 74.4%, and 81.9%.
6.  With respect to mortgage loans which are Interest-Only for the entire term, the UW DSCR (x) is calculated using the interest-only annual payment.
7.  With respect to mortgage loans, 34, 53, 54, 55, 66, 80, 84, 102, 115, 126, 143, 151, and 172 the UW DSCR (x), the Cut-Off Date LTV (%) and the Maturity LTV (%) are calculated after taking into account certain holdback amounts, letters of credit or reserve amounts. The ‘‘as-is’’ UW DSCR (x) is 1.19x, 1.20x, 1.38x, 1.24x, 1.20x, 1.07x, 1.19x, 1.24x, 1.24x, 1.25x, 1.40x, 1.33x, and 1.20x respectively. The ‘‘as-is’’ Cut-Off Date LTV (%) is 77.6%, 72.4%, 67.2%, 78.3%, 78.7%, 62.5%, 69.0%, 79.4%, 80.0%, 73.5%, 60.5%, 72.5%, and 79.9% respectively, and the ‘‘as-is’’ Maturity LTV (%) is 77.6%, 67.2%, 67.2%, 77.1%, 78.7%, 60.4%, 61.5%, 67.1%, 74.3%, 66.6%, 48.4%, 62.7%, and 68.2% respectively. With respect to mortgage numbers 46, 63, 95, 120, and 178, only the UW DSCR (x) is calculated after taking into account certain holdbacks, letters of credit or reserve amounts. The ‘‘as-is’’ UW DSCR (x) is 1.05x, 1.22x, 1.14x, 1.18x, and 1.17x respectively.
8.  With respect to mortgage loans secured by multiple properties, each mortgage loan’s Original Balance ($), 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 Admin. Fee (%) includes the primary servicing fee, master servicing fee, sub-servicing fee and trustee fees applicable to each mortgage loan.
10.  The Net Mortgage Rate (%) is equal to the related Interest Rate (%) less the related Admin. Fee (%).
11.  With respect to mortgage loan 51, the loan has been amortizing since the first payment date on December 1, 2002. The loan documents have since been amended to provide, and the U/W DSCR has been calculated based on, interest only payments for the balance of the loan term from and after the Closing Date.


[THIS PAGE INTENTIONALLY LEFT BLANK.]



ANNEX A-1 (YM Footnotes)

YIELD MAINTENANCE FORMULAS

A-1-2



[THIS PAGE INTENTIONALLY LEFT BLANK.]



YM Footnotes to Annex A-1

A  Mortgage loan 5 provides for a prepayment premium that is equal to the greater of: (i) one half of one percent (0.50%) of the principal amount of the loan (or portion thereof) being prepaid or repaid and (ii) the remainder of (a) the present value (determined using a discount rate equal to the Treasury Rate at such time) of the schedule payments of principal and interest paying in respect to the principal amount of the loan (or portion thereof) being so prepaid or repaid, including, without limitation, the payments due at maturity of the loan minus (b) the principal amount of the loan (or portion thereof) being so prepaid or repaid.Treasury Rate shall mean the yield, calculated by the linear interpolation (rounded to the nearest one-eighth of one percent) of the yields of non-inflation adjusted noncallable United States Treasury obligations with terms (one longer and one shorter) most nearly approximating the period from the Treasury Rate Determination Date to the maturity date, as determined by lender on the basis of Federal Reserve Statistical Release H.15 – Selected Interest Rates under the heading ‘‘U.S. Government Securities/Treasury Constant Maturities’’, or another recognized source of financial market information selected by lender. Lender’s determination of the Treasury Rate shall be final absent manifest error. Treasury Rate Determination Date shall mean the date which is 5 business days prior to the applicable schedule prepayment date.
B  Mortgage loans 10, 40, 45, 140, 145, 148, 179, and 200 provide for a prepayment premium that is equal to the sum of the present value on the date of prepayment of each monthly interest shortfall for the remaining term of the loan discounted at the discount rate. The monthly interest shortfall is calculated for each monthly payment date and is the product of (a) the remaining principal balance of the loan at each month, had the prepayment not occurred, multiplied by the prepayment percentage and divided by 12, and (b) the positive result, if any, from (1) the yield derived from compounding semi-annually the loan’s contract rate minus (2) the replacement Treasury rate. The prepayment percentage is a fraction with the numerator equal to the dollar amount of the prepayment and the denominator equal to the balance of the loan immediately prior to the prepayment, but subtracting for scheduled principal amortization (if any). The discount rate is the monthly compounded replacement Treasury rate. The replacement Treasury rate is the yield calculated by linear interpolation (rounded to one-thousandth of one percent) (i.e., .001%) of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the prepayment date, of U.S. Treasury constant maturities with terms (one longer and one shorter) most nearly approximating the remaining weighted average life of the loan as of the prepayment date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the replacement Treasury rate. The weighted average life of the loan is determined as of the prepayment date by (i) multiplying the amount of each monthly principal payment that would have been paid had the prepayment not occurred by the number of months from the prepayment date to each payment date, (ii) adding the results, and (iii) dividing the sum by the balance remaining on the loan on the prepayment date multiplied by 12.1
1 Loan number 10 insert: If no monthly principal payments are required, the weighted average life of the loan shall be the remaining term of the loan as of the prepayment date.
C  Mortgage loans 13, 21, 82, 103, 118 and 161 provide for a prepayment premium that is an amount 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 this agreement during the original term hereof 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 absent such prepayment, and (y) the outstanding principal amount on the date of such prepayment.
D  Mortgage loans 16 and 36 provide for a prepayment premium that is equal to (a) the greater of (i) 1% of the outstanding principal of the loan prepaid or (ii) the present value as of the prepayment date of the Calculated Payments from the prepayment date through the maturity date determined by discounting such payments at the Discount Rate, less (b) the amount of the payment or proceeds received by lender. Calculated Payments shall mean the remaining scheduled monthly payments of principal and interest (including any balloon payment). Prepayment Consideration shall mean an amount equal to the greater of (1) one percent (1%) of the outstanding principal balance of the Loan at the time the prepayment is received by Lender, and (2) the Yield Maintenance Premium. ‘‘Discount Rate’’ shall mean the rate which, when computed monthly, is equivalent to the Yield Maintenance Treasury Rate (as hereinafter defined), when compounded semi-annually. Yield Maintenance Treasury Rate’’ shall mean the yield calculated by lender by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 – Selected Interest Rates under the heading ‘‘U.S. Government Securities/Treasury Constant Maturities’’ for the week ending prior to the prepayment date, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the maturity date. In the event Release H.15 is no longer published, lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise. All percentages shall be rounded to the nearest one hundred thousandth percent and dollar amounts to the nearest whole dollar.
E  Mortgage loans 17 and 23 provide for a prepayment premium that is equal to the sum of the present value on the date of prepayment of each monthly interest shortfall through the date of the one hundred eighteenth (118th) monthly installment of interest (which for purposes of this provision, shall not include the payment of interest on the closing date) due under the loan agreement discounted at the discount rate. The monthly interest shortfall is calculated for each monthly payment date and is the product of (a) the remaining principal balance of the loan at each month, had the prepayment not occurred, multiplied by the prepayment percentage and divided by 12, and (b) the positive result, if any, from (1) the yield derived from compounding semi-annually the loan’s contract rate minus (2) the replacement Treasury rate. The prepayment percentage is a fraction with the numerator equal to the dollar amount of the prepayment and the denominator equal to the balance of the loan immediately prior to the prepayment, but subtracting for scheduled amortization. The discount rate is the monthly compounded replacement Treasury rate plus fifty (50) basis points. The replacement Treasury rate is the yield calculated by the linear interpolation (rounded to one-thousandth of one percent) (i.e., .001%) of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the prepayment date, of U.S. Treasury constant maturities with terms (one longer and one shorter) most nearly approximating the remaining term of the Loan as of the Prepayment date. In the event Release H.15 is no longer published, Lender shall select a reasonably comparable publication to determine the replacement Treasury rate.
F  Mortgage loans 18, 64, 72, 113, 122, 131, 169, 174, 176, 180, 189, 195 and 208 provide for a prepayment premium that is equal to the greater of (A) 1% of the outstanding principal balance of the note on the date of prepayment or (B) the Yield Maintenance Amount. ‘‘Yield Maintenance Amount’’ shall mean an amount, never less than zero, equal to (x) the present value as of the date such prepayment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the originally scheduled maturity date (including any balloon payment), determined by discounting such payments at the Discount Rate (as hereinafter defined) less (y) the amount of the payment or proceeds received by lender. ‘‘Discount Rate’’ shall mean the rate which, when computed monthly,


  is equivalent to the Treasury Rate (as hereinafter defined), when compounded semi-annually. ‘‘Treasury Rate’’ shall mean the yield calculated by the interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 – Selected Interest Rates under the heading ‘‘U.S. Government Securities/Treasury Constant Maturities’’ for the week ending prior to the date such payment or proceeds are received, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the maturity date (in the event Release H.15 is no longer published, lender shall select a comparable publication to determine the Treasury Rate). All percentages should be rounded to the nearest one hundred thousandth percent and dollar amounts shall be rounded to the nearest whole dollar.
G  Mortgage loans 26, 27, 28, 67, 181, 212, 215, 220, 227, 233, 238, 244, 250, 253 and 255 provide for a prepayment premium that is equal to the greater of the following two amounts: (i) an amount equal to 1% of the amount prepaid; or (ii) an amount equal to (a) the amount, if any, by which the sum of the present values as of the prepayment date of all unpaid principal and interest payments required under this Note, calculated by discounting such payments from their respective due dates (or, with respect to the payment required on the maturity date, from maturity date) back to the prepayment date at a discount rate equal to the Periodic Treasury Yield (defined below) exceeds the outstanding principal balance of the loan as of the prepayment date, multiplied by (b) a fraction whose numerator is the amount prepaid and whose denominator is the outstanding principal balance of the loan as of the prepayment date. For purposes of the foregoing, ‘‘Periodic Treasury Yield’’ means (x) the annual yield to maturity of the actively traded non-callable United States Treasury fixed interest rate security that has a maturity closest to (whether before, on or after) the maturity date, on the fifth Business Day preceding the prepayment date, divided by (y) 12, if the Due Dates are monthly, or 4, if Due Dates are quarterly.
H  Mortgage loans 33 and 139 provide for a prepayment premium that is equal to the greater of (A) 1% of the outstanding principal balance of the note on the date of prepayment or (B) the Yield Maintenance Amount. ‘‘Yield Maintenance Amount’’ shall mean an amount never less than zero equal to the present value of a series of ‘‘Monthly Amounts,’’ assumed to be paid at the end of each month remaining from the prepayment date through the maturity date, discounted at the U.S. Securities Rate. ‘‘Monthly Amount’’ shall mean: (1) the Contract Rate, MINUS (2) as of the payment date, the Yield (the ‘‘U.S. Securities Rate’’), as published by the federal reserve system in its ‘‘Statistical Release H. 15(519), Selected Interest Rates’’ under the caption ‘‘U.S. Government Securities/Treasury Constant Maturities,’’ for a U.S. Government Security with a term equal to that remaining on the note on the prepayment date (which term may be obtained by interpolating between the yields published for specific whole years), DIVIDED BY TWELVE (12) AND THE QUOTIENT THEREOF THEN MULTIPLIED BY (3) the amount prepaid on the prepayment date. All percentages shall be rounded to the nearest one hundred thousandth percent and dollar amounts to the nearest whole dollar.
I  Mortgage loan 54 provides 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 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 absent such prepayment plus 50 basis points (0.50%), and (y) the outstanding principal amount on the date of such prepayment. 




                     [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



----------------------------------------------------------------------------------------------------------------------
                                                                                                         WTD. AVG.
                                               AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
                              NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
MORTGAGE LOAN SELLER        MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------

MLML                              56              1,787,991,742          43.9%          5.8857              104
GECC                              67                894,573,130          21.9%          5.7380               98
LaSalle                           89                739,356,375          18.1%          5.9578              111
WFB                               59                655,563,014          16.1%          5.8065              105
----------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          271             $4,077,484,261         100.0%          5.8536              104
======================================================================================================================


-------------------------------------------------------------------------
                                                              WTD. AVG.
                                            WTD. AVG.       MATURITY DATE
                            WTD. AVG.     CUT-OFF DATE         OR ARD
MORTGAGE LOAN SELLER        DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------

MLML                          1.28             74.6             70.4
GECC                          1.35             74.9             73.0
LaSalle                       1.32             71.9             67.5
WFB                           1.35             73.0             69.4
-------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       1.32X            73.9             70.3
=========================================================================


PROPERTY TYPES



------------------------------------------------------------------------------------------------------------------
                                                                                                     WTD. AVG.
                            NUMBER OF      AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
                            MORTGAGED       DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
PROPERTY TYPE               PROPERTIES        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
------------------------------------------------------------------------------------------------------------------

Multifamily                    226            1,247,086,726          30.6%          5.7948              106
Retail                         141            1,208,563,979          29.6%          5.8856               93
   Anchored                     35              836,080,085          20.5%          5.8616               82
   Single Tenant                60              159,121,514           3.9%          6.0442              117
   Unanchored                   31              136,199,501           3.3%          5.9275              115
   Shadow Anchored              15               77,162,879           1.9%          5.7443              118
Office                          64              802,074,185          19.7%          5.7863              104
Hospitality                     25              286,668,878           7.0%          6.0234              113
Self Storage                    45              171,553,101           4.2%          6.0972              130
Manufactured Housing            18              159,292,535           3.9%          5.7314              116
Mixed Use                       10              119,066,506           2.9%          5.8239              115
Industrial                      19               83,178,351           2.0%          6.1107              117
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:        548           $4,077,484,261         100.0%          5.8536              104
==================================================================================================================


-------------------------------------------------------------------------
                                                              WTD. AVG.
                                            WTD. AVG.       MATURITY DATE
                            WTD. AVG.     CUT-OFF DATE         OR ARD
PROPERTY TYPE               DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------

Multifamily                   1.22            76.9              73.0
Retail                        1.34            74.0              71.6
   Anchored                   1.32            75.4              74.4
   Single Tenant              1.44            67.5              60.7
   Unanchored                 1.34            72.3              66.7
   Shadow Anchored            1.32            75.6              73.0
Office                        1.34            74.1              71.4
Hospitality                   1.50            68.5              61.3
Self Storage                  1.41            68.2              57.6
Manufactured Housing          1.29            76.4              75.0
Mixed Use                     1.43            65.0              62.3
Industrial                    1.32            65.2              57.2
-------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       1.32X           73.9              70.3
=========================================================================




                              Annex A-2 (All Loans)

PROPERTY STATE/LOCATION



------------------------------------------------------------------------------------------------------------------
                                                                                                     WTD. AVG.
                            NUMBER OF      AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
                            MORTGAGED       DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
PROPERTY STATE/LOCATION     PROPERTIES        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
------------------------------------------------------------------------------------------------------------------

Georgia                         42             643,243,891           15.8%           5.7539              73
Florida                         81             592,160,973           14.5%           5.8198             104
California                      54             429,548,991           10.5%           5.9278             116
Texas                           49             268,593,781            6.6%           6.0556              97
Ohio                            48             239,350,831            5.9%           5.7879             118
Illinois                         7             164,465,858            4.0%           5.6854             115
Virginia                        14             164,097,223            4.0%           5.9752             109
Alabama                         17             134,535,593            3.3%           5.8955              91
Indiana                         25             125,241,671            3.1%           5.8784             118
District of Columbia             2             124,500,000            3.1%           5.7310             119
New Jersey                      15             105,781,866            2.6%           5.9967             120
Arizona                         11             103,914,719            2.5%           5.8033             113
Maryland                         8              95,383,422            2.3%           5.7522             118
North Carolina                  14              84,424,147            2.1%           5.6695              72
Tennessee                       15              72,532,618            1.8%           5.8938             100
West Virginia                    8              71,840,831            1.8%           5.6430              98
New York                         9              59,244,799            1.5%           5.7946             123
Massachusetts                    4              57,989,399            1.4%           5.8998             124
New Mexico                       5              53,060,000            1.3%           6.3181             119
Kentucky                        13              50,257,255            1.2%           5.7800             118
Colorado                         6              47,948,520            1.2%           5.7730             117
Iowa                            11              42,094,267            1.0%           5.7719             118
Wisconsin                       11              39,605,184            1.0%           5.8583             118
Pennsylvania                     6              36,378,270            0.9%           5.9382              98
Hawaii                           1              31,975,836            0.8%           6.3460             119
Michigan                         8              31,651,022            0.8%           5.8623             118
Washington                       4              25,588,666            0.6%           6.0035             100
South Carolina                   5              24,891,999            0.6%           5.8212             118
Puerto Rico                     18              18,265,767            0.4%           5.9000             118
Missouri                         3              17,839,195            0.4%           6.0993             129
Nevada                           4              14,944,721            0.4%           6.0120             122
Kansas                           2              13,565,226            0.3%           5.5864             121
South Dakota                     3              12,049,660            0.3%           6.0855             118
Oregon                           2              11,525,957            0.3%           5.9000             119
Minnesota                        4              10,525,379            0.3%           6.0989             118
Montana                          1               9,473,554            0.2%           5.8800             118
Connecticut                      3               7,509,802            0.2%           6.1604             133
Idaho                            2               7,043,616            0.2%           5.6920             118
Nebraska                         1               6,250,000            0.2%           6.1060             119
Arkansas                         3               5,917,704            0.1%           5.9814             121
Oklahoma                         1               5,355,356            0.1%           5.8300             119
Utah                             1               4,080,000            0.1%           6.2700             120
New Hampshire                    1               3,995,840            0.1%           7.0000             119
Mississippi                      4               3,793,278            0.1%           6.1500             118
Delaware                         1               3,750,000            0.1%           5.7500             117
North Dakota                     1               1,297,574            0.0%           5.9100             118
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:        548          $4,077,484,261          100.0%           5.8536             104
==================================================================================================================


-------------------------------------------------------------------------
                                                              WTD. AVG.
                                            WTD. AVG.       MATURITY DATE
                            WTD. AVG.     CUT-OFF DATE         OR ARD
PROPERTY STATE/LOCATION     DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------

Georgia                       1.33            77.4              76.4
Florida                       1.29            76.1              72.6
California                    1.37            65.9              62.2
Texas                         1.37            72.0              69.1
Ohio                          1.25            77.8              73.7
Illinois                      1.43            75.5              73.8
Virginia                      1.39            68.5              65.3
Alabama                       1.35            74.0              73.4
Indiana                       1.21            77.1              70.9
District of Columbia          1.10            68.7              64.5
New Jersey                    1.19            76.6              69.9
Arizona                       1.28            76.5              74.1
Maryland                      1.26            78.1              72.8
North Carolina                1.34            76.5              75.0
Tennessee                     1.36            76.0              73.4
West Virginia                 1.28            78.7              74.8
New York                      1.32            75.4              70.3
Massachusetts                 1.33            74.6              65.2
New Mexico                    1.30            69.6              64.3
Kentucky                      1.33            74.8              68.6
Colorado                      1.31            75.4              73.1
Iowa                          1.26            80.0              76.2
Wisconsin                     1.26            71.8              65.1
Pennsylvania                  1.33            74.4              67.1
Hawaii                        1.22            62.7              53.8
Michigan                      1.20            74.7              68.7
Washington                    1.36            70.4              64.8
South Carolina                1.54            69.7              57.1
Puerto Rico                   2.06            52.1              44.1
Missouri                      1.30            74.4              68.6
Nevada                        1.28            69.9              59.4
Kansas                        1.29            71.5              59.5
South Dakota                  1.20            78.3              72.2
Oregon                        1.46            54.9              47.9
Minnesota                     1.28            74.7              66.1
Montana                       1.40            67.7              52.3
Connecticut                   1.39            70.6              59.0
Idaho                         1.57            65.2              56.1
Nebraska                      1.44            63.6              56.7
Arkansas                      1.27            70.7              60.9
Oklahoma                      1.27            79.9              67.5
Utah                          1.28            80.0              76.7
New Hampshire                 1.36            52.3              41.9
Mississippi                   1.22            78.4              66.7
Delaware                      1.27            70.8              66.0
North Dakota                  1.33            71.3              60.4
-------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       1.32X           73.9              70.3
=========================================================================





                              Annex A-2 (All Loans)

CUT-OFF DATE PRINCIPAL BALANCES ($)



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF                                  NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
CUT-OFF DATE PRINCIPAL BALANCES ($)     MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

         584,074  -   1,999,999               55                 82,823,029           2.0%          6.0258              118
       2,000,000  -   3,999,999               55                160,387,668           3.9%          5.9785              115
       4,000,000  -   4,999,999               23                103,953,716           2.5%          5.9747              116
       5,000,000  -   5,999,999               10                 54,048,645           1.3%          5.9923              113
       6,000,000  -   6,999,999               15                 97,453,440           2.4%          5.8923              116
       7,000,000  -   7,999,999               11                 81,748,202           2.0%          5.9231              112
       8,000,000  -   9,999,999               22                199,502,852           4.9%          5.8397              119
      13,000,000  -   19,999,999              26                200,181,359           4.9%          5.9296              101
      13,000,000  -   19,999,999              26                427,865,159          10.5%          5.9146              103
      20,000,000  -   49,999,999              25                744,467,772          18.3%          5.8878              118
      50,000,000  -   99,999,999               3                184,750,000           4.5%          5.6960              119
     100,000,000  -   384,750,000              8              1,740,302,419          42.7%          5.7970               92
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF                                WTD. AVG.     CUT-OFF DATE         OR ARD
CUT-OFF DATE PRINCIPAL BALANCES ($)     DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

         584,074  -   1,999,999           1.43            63.4              54.2
       2,000,000  -   3,999,999           1.35            70.5              63.3
       4,000,000  -   4,999,999           1.37            72.0              64.1
       5,000,000  -   5,999,999           1.28            71.3              64.8
       6,000,000  -   6,999,999           1.34            69.6              63.2
       7,000,000  -   7,999,999           1.45            70.0              65.4
       8,000,000  -   9,999,999           1.41            71.9              65.6
      13,000,000  -   19,999,999          1.30            71.7              66.8
      13,000,000  -   19,999,999          1.35            74.2              70.5
      20,000,000  -   49,999,999          1.32            72.6              68.8
      50,000,000  -   99,999,999          1.41            74.2              74.2
     100,000,000  -   384,750,000         1.27            76.3              73.9
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:              $584,074
Maximum:              $384,750,000
Average:              $15,046,067

MORTGAGE RATES (%)



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF                                  NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
MORTGAGE RATES (%)                      MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

          5.3800  -   5.4999                   5                 95,584,097           2.3%          5.4605              117
          5.5000  -   5.5999                  17                306,306,524           7.5%          5.5374              101
          5.6000  -   5.6999                  25                729,760,836          17.9%          5.6461               86
          5.7000  -   5.7999                  45                769,788,635          18.9%          5.7418               95
          5.8000  -   5.8999                  44              1,057,872,542          25.9%          5.8392              116
          5.9000  -   5.9999                  37                251,423,534           6.2%          5.9473              113
          6.0000  -   6.2499                  59                449,533,951          11.0%          6.1352              115
          6.2500  -   6.4999                  25                306,660,436           7.5%          6.3272              103
          6.5000  -   7.0000                  14                110,553,705           2.7%          6.6854              112
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF                                WTD. AVG.     CUT-OFF DATE         OR ARD
MORTGAGE RATES (%)                      DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

          5.3800  -   5.4999              1.33            78.8              76.9
          5.5000  -   5.5999              1.40            76.6              76.2
          5.6000  -   5.6999              1.46            76.4              75.5
          5.7000  -   5.7999              1.21            76.3              73.1
          5.8000  -   5.8999              1.26            74.1              69.5
          5.9000  -   5.9999              1.36            71.2              65.2
          6.0000  -   6.2499              1.32            70.8              63.3
          6.2500  -   6.4999              1.28            68.1              64.7
          6.5000  -   7.0000              1.38            63.0              56.7
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:              5.3800
Maximum:              7.0000
Weighted Average:     5.8536



                              Annex A-2 (All Loans)

DEBT SERVICE COVERAGE RATIOS (X)



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF                                  NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
DEBT SERVICE COVERAGE RATIOS (X)        MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

            1.06  -   1.19                    28              1,383,139,541          33.9%          5.8374              106
            1.20  -   1.24                    60                442,173,959          10.8%          6.0120              118
            1.25  -   1.29                    44                634,102,973          15.6%          5.8807               93
            1.30  -   1.34                    31                254,962,297           6.3%          5.7337              105
            1.35  -   1.39                    28                318,161,053           7.8%          5.9920              114
            1.40  -   1.44                    22                440,026,054          10.8%          5.6800               96
            1.45  -   1.49                     7                 27,398,050           0.7%          5.9588              119
            1.50  -   1.74                    32                347,277,166           8.5%          5.8276              116
            1.75  -   1.99                    11                178,406,366           4.4%          5.9048               75
            2.00  -   2.38                     8                 51,836,801           1.3%          5.7643              108
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF                                WTD. AVG.     CUT-OFF DATE         OR ARD
DEBT SERVICE COVERAGE RATIOS (X)        DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

            1.06  -   1.19                1.16            76.8              72.7
            1.20  -   1.24                1.21            73.0              68.2
            1.25  -   1.29                1.27            74.2              71.6
            1.30  -   1.34                1.32            75.7              73.0
            1.35  -   1.39                1.38            72.7              64.9
            1.40  -   1.44                1.42            76.8              76.0
            1.45  -   1.49                1.46            62.0              56.8
            1.50  -   1.74                1.54            66.0              62.4
            1.75  -   1.99                1.87            69.6              68.0
            2.00  -   2.38                2.12            50.9              45.0
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:              1.06x
Maximum:              2.38x
Weighted Average:     1.32x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF CUT-OFF DATE                     NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
LOAN-TO-VALUE RATIOS (%)                MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

            27.8  -   50.0                    13                 42,098,640           1.0%          5.8467              118
            50.0  -   60.0                    27                116,813,214           2.9%          6.0018              106
            60.0  -   65.0                    29                368,686,772           9.0%          6.0356              114
            65.0  -   70.0                    39                480,249,639          11.8%          6.1982              112
            70.0  -   75.0                    48                661,231,013          16.2%          5.7983               93
            75.0  -   77.5                    33                972,024,580          23.8%          5.8325              115
            77.5  -   80.0                    81              1,406,280,402          34.5%          5.7247               96
            80.0  -   80.3                     1                 30,100,000           0.7%          5.4900              118
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF CUT-OFF DATE                   WTD. AVG.     CUT-OFF DATE         OR ARD
LOAN-TO-VALUE RATIOS (%)                DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

            27.8  -   50.0                1.84            42.5              36.1
            50.0  -   60.0                1.61            54.4              48.3
            60.0  -   65.0                1.47            62.8              59.5
            65.0  -   70.0                1.32            67.8              61.2
            70.0  -   75.0                1.37            73.2              69.5
            75.0  -   77.5                1.21            77.2              72.3
            77.5  -   80.0                1.29            79.5              77.8
            80.0  -   80.3                1.28            80.3              80.3
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:              27.8
Maximum:              80.3
Weighted Average:     73.9



                              Annex A-2 (All Loans)

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF MATURITY DATE                    NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
OR ARD LTV RATIOS (%)                   MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

            23.0  -   40.0                    11                 24,786,029           0.6%          6.0403              118
            40.0  -   50.0                    25                107,989,931           2.6%          5.9546              115
            50.0  -   60.0                    56                421,984,409          10.3%          6.1074              121
            60.0  -   62.5                    20                183,639,701           4.5%          6.0302              119
            62.5  -   65.0                    18                209,801,391           5.1%          5.9334              110
            65.0  -   67.5                    29                415,133,108          10.2%          5.9682              107
            67.5  -   70.0                    17                147,649,280           3.6%          6.1216              114
            70.0  -   75.0                    42              1,313,589,993          32.2%          5.8296              105
            75.0  -   80.3                    53              1,252,910,419          30.7%          5.6723               92
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF MATURITY DATE                  WTD. AVG.     CUT-OFF DATE         OR ARD
OR ARD LTV RATIOS (%)                   DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

            23.0  -   40.0                1.77            39.2              30.5
            40.0  -   50.0                1.69            54.4              45.2
            50.0  -   60.0                1.39            65.7              55.9
            60.0  -   62.5                1.34            66.4              61.0
            62.5  -   65.0                1.50            66.3              63.8
            65.0  -   67.5                1.22            71.1              66.1
            67.5  -   70.0                1.25            74.0              68.4
            70.0  -   75.0                1.26            76.8              73.0
            75.0  -   80.3                1.32            79.4              79.3
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:              23.0
Maximum:              80.3
Weighted Average:     70.3

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF REMAINING                        NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
TERMS TO MATURITY (MOS.)                MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

             51  -   60                       18                720,467,309          17.7%          5.7245               58
             61  -   84                        7                434,141,959          10.6%          5.9215               83
             85  -   121                     242              2,786,983,056          68.4%          5.8616              118
            122  -   143                       4                135,891,937           3.3%          6.1589              134
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF REMAINING                      WTD. AVG.     CUT-OFF DATE         OR ARD
TERMS TO MATURITY (MOS.)                DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

             51  -   60                   1.37            76.7              76.5
             61  -   84                   1.40            73.9              73.8
             85  -   121                  1.29            73.5              68.8
            122  -   143                  1.38            69.2              57.2
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:             51 mos.
Maximum:             143 mos.
Weighted Average:    104 mos.

REMAINING STATED AMORTIZATION TERMS



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
RANGE OF REMAINING                        NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
STATED AMORTIZATION TERMS (MOS.)        MORTGAGE LOANS        BALANCE ($)          BALANCE         RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

  Interest Only                               74              1,946,591,103          47.7%          5.7630               89
            201  -   240                       3                  9,117,531           0.2%          5.8243              117
            241  -   300                      27                129,075,141           3.2%          6.0239              111
            301  -   360                     152              1,790,737,118          43.9%          5.9150              119
            361  -   420                      15                201,963,368           5.0%          6.0762              113
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
RANGE OF REMAINING                      WTD. AVG.     CUT-OFF DATE         OR ARD
STATED AMORTIZATION TERMS (MOS.)        DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

  Interest Only                           1.38            75.2              75.2
            201  -   240                  1.44            63.9              40.4
            241  -   300                  1.44            65.4              52.5
            301  -   360                  1.25            73.5              66.7
            361  -   420                  1.23            71.4              67.3
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


Minimum:             201 mos.
Maximum:             420 mos.
Weighted Average:    361 mos.



                              Annex A-2 (All Loans)

AMORTIZATION TYPES



----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     WTD. AVG.
                                                           AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.     REMAINING TERM TO
                                          NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL     MORTGAGE        MATURITY/ARD
AMORTIZATION TYPES                      MORTGAGE LOANS        BALANCE ($)           BALANCE        RATE (%)           (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

Interest Only                                 73              1,938,891,103          47.6%          5.7636               89
IO-Balloon                                    89              1,477,420,000          36.2%          5.8719              117
Balloon                                      102                499,073,913          12.2%          6.0615              118
ARD                                            5                146,899,245           3.6%          6.1590              128
IO-ARD                                         1                  7,700,000           0.2%          5.6100              119
Partial IO-ARD                                 1                  7,500,000           0.2%          5.9900              119
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      271             $4,077,484,261         100.0%          5.8536              104
==================================================================================================================================


-------------------------------------------------------------------------------------
                                                                          WTD. AVG.
                                                        WTD. AVG.       MATURITY DATE
                                        WTD. AVG.     CUT-OFF DATE         OR ARD
AMORTIZATION TYPES                      DSCR (X)      LTV RATIO (%)     LTV RATIO (%)
-------------------------------------------------------------------------------------

Interest Only                             1.38            75.3              75.3
IO-Balloon                                1.20            75.3              70.0
Balloon                                   1.41            65.9              55.4
ARD                                       1.37            69.8              58.3
IO-ARD                                    1.77            62.6              62.6
Partial IO-ARD                            1.45            68.8              62.2
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   1.32X           73.9              70.3
=====================================================================================


ESCROW TYPES



----------------------------------------------------------------------------------------------
                                                           AGGREGATE CUT-OFF     % OF INITIAL
                                          NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL
ESCROW TYPES                            MORTGAGE LOANS        BALANCE ($)           BALANCE
----------------------------------------------------------------------------------------------

Real Estate Tax                              198             2,778,646,544           68.1%
Insurance                                    162             2,175,235,523           53.3%
Replacement Reserves                         147             2,168,772,996           53.2%
TI/LC Reserves                                80               748,505,422           33.8%
----------------------------------------------------------------------------------------------


LOCKBOX TYPES



----------------------------------------------------------------------------------------------
                                                           AGGREGATE CUT-OFF     % OF INITIAL
                                          NUMBER OF         DATE PRINCIPAL       MORTGAGE POOL
LOCKBOX TYPES                           MORTGAGE LOANS        BALANCE ($)           BALANCE
----------------------------------------------------------------------------------------------

Hard                                         27              1,649,483,886           40.5%
None at Closing, Springing Hard              28                419,566,656           10.3%
Soft                                          6                208,891,937            5.1%
Soft at Closing, Springing Hard               5                157,021,251            3.9%
None at Closing, Springing Soft               2                 19,013,943            0.5%
----------------------------------------------------------------------------------------------





                            Annex A-2 (Loan Group 1)

LOAN SELLERS



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
MORTGAGE LOAN SELLER            LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

MLML                              46         984,841,195   35.4%    5.9259         94         1.36         72.6           68.8
LaSalle                           73         661,150,182   23.8%    5.9427        110         1.34         71.7           67.4
WFB                               54         640,378,794   23.0%    5.7951        104         1.35         73.0           69.5
GECC                              46         494,383,348   17.8%    5.8276        107         1.39         73.4           70.4
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


PROPERTY TYPES



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                             CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                               NUMBER OF      DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGED    PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PROPERTY TYPE                 PROPERTIES   BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

Retail                           141       1,208,563,979   43.5%    5.8856         93         1.34         74.0           71.6
  Anchored                        35         836,080,085   30.1%    5.8616         82         1.32         75.4           74.4
  Unanchored                      31         136,199,501    4.9%    5.9275        115         1.34         72.3           66.7
  Shadow Anchored                 15          77,162,879    2.8%    5.7443        118         1.32         75.6           73.0
  Single Tenant                   60         159,121,514    5.7%    6.0442        117         1.44         67.5           60.7
Office                            64         802,074,185   28.8%    5.7863        104         1.34         74.1           71.4
Hospitality                       25         286,668,878   10.3%    6.0234        113         1.50         68.5           61.3
Self Storage                      45         171,553,101    6.2%    6.0972        130         1.41         68.2           57.6
Mixed Use                         10         119,066,506    4.3%    5.8239        115         1.43         65.0           62.3
Industrial                        19          83,178,351    3.0%    6.1107        117         1.32         65.2           57.2
Multifamily                       16          76,820,000    2.8%    5.6405        100         1.28         80.0           75.6
Manufactured Housing               5          32,828,520    1.2%    5.9489        109         1.24         72.0           69.7
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          325     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================




                            Annex A-2 (Loan Group 1)

PROPERTY STATE/LOCATION



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                             CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                               NUMBER OF      DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGED    PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PROPERTY STATE/LOCATION       PROPERTIES   BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

Georgia                            6         433,611,891   15.6%    5.7463         61         1.39         77.7           77.6
California                        48         379,293,344   13.6%    5.9566        118         1.36         65.0           60.8
Florida                           32         329,252,604   11.8%    5.8172         94         1.38         75.0           72.7
Texas                             38         188,619,828    6.8%    6.1468         98         1.40         70.6           67.4
Illinois                           6         159,965,858    5.8%    5.6760        115         1.44         75.4           73.9
Virginia                          12         137,797,223    5.0%    6.0315        118         1.41         67.3           63.4
District of Columbia               2         124,500,000    4.5%    5.7310        119         1.10         68.7           64.5
Alabama                           16         112,035,593    4.0%    5.9333         85         1.37         73.5           72.8
New Jersey                        15         105,781,866    3.8%    5.9967        120         1.19         76.6           69.9
Arizona                            9          82,664,719    3.0%    5.7412        111         1.32         76.3           74.4
West Virginia                      8          71,840,831    2.6%    5.6430         98         1.28         78.7           74.8
Maryland                           4          67,363,422    2.4%    5.7192        118         1.30         78.4           73.0
New York                           9          59,244,799    2.1%    5.7946        123         1.32         75.4           70.3
Massachusetts                      4          57,989,399    2.1%    5.8998        124         1.33         74.6           65.2
Iowa                              11          42,094,267    1.5%    5.7719        118         1.26         80.0           76.2
Tennessee                         11          38,062,618    1.4%    6.0915        114         1.42         73.4           69.6
Ohio                               8          33,740,831    1.2%    5.9975        118         1.46         75.6           69.4
Wisconsin                          8          33,559,222    1.2%    5.8762        118         1.26         70.6           64.6
Hawaii                             1          31,975,836    1.1%    6.3460        119         1.22         62.7           53.8
New Mexico                         4          30,460,000    1.1%    6.2500        120         1.36         70.2           60.8
Pennsylvania                       4          25,928,270    0.9%    5.9811         90         1.39         73.3           65.1
South Carolina                     5          24,891,999    0.9%    5.8212        118         1.54         69.7           57.1
Indiana                            4          20,931,671    0.8%    6.1458        118         1.39         74.5           64.2
Puerto Rico                       18          18,265,767    0.7%    5.9000        118         2.06         52.1           44.1
Missouri                           3          17,839,195    0.6%    6.0993        129         1.30         74.4           68.6
Nevada                             4          14,944,721    0.5%    6.0120        122         1.28         69.9           59.4
North Carolina                     5          14,702,433    0.5%    5.9163        102         1.34         76.5           71.3
Washington                         3          14,088,666    0.5%    5.9738         84         1.49         72.5           67.6
Colorado                           4          12,148,520    0.4%    5.9321        118         1.25         66.9           61.6
Oregon                             2          11,525,957    0.4%    5.9000        119         1.46         54.9           47.9
Kentucky                           2          10,087,255    0.4%    5.5750        119         1.94         64.7           53.7
South Dakota                       1           9,975,000    0.4%    6.0700        118         1.20         79.2           74.1
Montana                            1           9,473,554    0.3%    5.8800        118         1.40         67.7           52.3
Minnesota                          3           8,876,890    0.3%    6.1896        118         1.25         77.1           68.8
Connecticut                        2           6,549,802    0.2%    6.1663        135         1.38         69.2           57.2
Nebraska                           1           6,250,000    0.2%    6.1060        119         1.44         63.6           56.7
Michigan                           3           5,691,022    0.2%    6.0079        118         1.32         63.6           53.6
Oklahoma                           1           5,355,356    0.2%    5.8300        119         1.27         79.9           67.5
Idaho                              1           4,693,616    0.2%    5.6780        119         1.61         58.7           45.0
Utah                               1           4,080,000    0.1%    6.2700        120         1.28         80.0           76.7
New Hampshire                      1           3,995,840    0.1%    7.0000        119         1.36         52.3           41.9
Delaware                           1           3,750,000    0.1%    5.7500        117         1.27         70.8           66.0
Kansas                             1           3,586,128    0.1%    6.1330        131         1.38         69.2           57.2
Arkansas                           2           3,267,704    0.1%    6.1367        124         1.31         64.9           54.5
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          325     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================




                            Annex A-2 (Loan Group 1)

CUT-OFF DATE PRINCIPAL BALANCES ($)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF CUT-OFF DATE          MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PRINCIPAL BALANCES ($)          LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

    584,074 - 2,999,999           69         125,129,661    4.5%    6.0050        117         1.43         63.6           54.8
  3,000,000 - 3,999,999           20          72,600,076    2.6%    5.9875        113         1.35         72.4           66.6
  4,000,000 - 4,999,999           20          90,653,716    3.3%    6.0115        116         1.38         71.0           62.7
  5,000,000 - 5,999,999            9          49,048,645    1.8%    6.0353        112         1.26         70.9           63.6
  6,000,000 - 6,999,999           13          85,154,440    3.1%    5.9259        116         1.34         68.5           61.5
  7,000,000 - 7,999,999           10          74,248,202    2.7%    5.9548        112         1.44         69.0           64.0
  8,000,000 - 9,999,999           20         181,123,755    6.5%    5.8653        119         1.42         71.6           65.3
 10,000,000 - 14,999,999          18         219,654,831    7.9%    5.9227        102         1.35         71.7           67.3
 15,000,000 - 19,999,999          13         224,880,002    8.1%    5.9960        109         1.36         73.5           68.2
 20,000,000 - 49,999,999          20         633,707,772   22.8%    5.9117        119         1.33         71.8           67.4
 50,000,000 - 99,999,999           2         129,750,000    4.7%    5.7622        119         1.45         71.7           71.7
100,000,000 - 280,000,000          5         894,802,419   32.2%    5.7865         77         1.35         75.7           75.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             $584,074
Maximum:             $280,000,000
Average:             $12,697,505

MORTGAGE RATES (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF                       MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
MORTGAGE RATES (%)              LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

     5.3800 - 5.4999               3          60,105,000    2.2%    5.4724        117         1.30         79.4           78.4
     5.5000 - 5.5999               9         166,781,524    6.0%    5.5422        110         1.47         74.2           73.6
     5.6000 - 5.6999              17         534,063,347   19.2%    5.6387         89         1.52         76.5           75.4
     5.7000 - 5.7999              38         707,892,673   25.5%    5.7418         93         1.21         76.2           73.1
     5.8000 - 5.8999              37         311,157,862   11.2%    5.8585        114         1.47         66.9           63.1
     5.9000 - 5.9999              31         224,977,228    8.1%    5.9473        115         1.37         71.2           64.9
     6.0000 - 6.2499              50         407,139,013   14.6%    6.1363        115         1.33         70.6           63.1
     6.2500 - 6.4999              20         258,083,167    9.3%    6.3145        100         1.30         67.3           63.8
     6.5000 - 7.0000              14         110,553,705    4.0%    6.6854        112         1.38         63.0           56.7
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             5.3800
Maximum:             7.0000
Weighted Average:    5.8823



                            Annex A-2 (Loan Group 1)

DEBT SERVICE COVERAGE RATIOS (X)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF DEBT SERVICE          MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
COVERAGE RATIOS (X)             LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

    1.06 - 1.19                   20         605,921,173   21.8%    5.8321         90         1.15         76.1           73.2
    1.20 - 1.24                   42         317,621,109   11.4%    6.0173        119         1.21         72.2           67.0
    1.25 - 1.29                   38         461,167,842   16.6%    5.9705        103         1.27         73.8           70.5
    1.30 - 1.34                   26         156,718,039    5.6%    5.8028        107         1.32         74.1           69.9
    1.35 - 1.44                   40         652,803,619   23.5%    5.8438        105         1.40         74.9           70.6
    1.45 - 1.49                    5          20,048,050    0.7%    6.0838        119         1.46         56.6           49.5
    1.50 - 1.59                   20         300,732,944   10.8%    5.8271        116         1.52         66.7           63.9
    1.60 - 1.79                   16          92,093,482    3.3%    6.1684        111         1.74         61.4           54.9
    1.80 - 2.38                   12         173,647,260    6.2%    5.7133         75         1.97         66.1           64.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             1.06x
Maximum:             2.38x
Weighted Average:    1.36x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF CUT-OFF DATE          MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
LOAN-TO-VALUE RATIOS (%)        LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

     27.8 - 50.0                  12          39,798,640    1.4%    5.8344        118         1.85         42.6           36.2
     50.0 - 60.0                  26         115,566,568    4.2%    6.0020        106         1.60         54.4           48.3
     60.0 - 65.0                  27         349,878,284   12.6%    6.0478        117         1.47         62.7           59.3
     65.0 - 70.0                  36         444,552,606   16.0%    6.1924        112         1.33         67.7           60.8
     70.0 - 75.0                  37         475,786,730   17.1%    5.8159        100         1.40         72.8           68.2
     75.0 - 77.5                  23         176,780,249    6.4%    5.8246        108         1.34         76.4           71.8
     77.5 - 80.3                  58       1,178,390,443   42.4%    5.7415         94         1.28         79.5           77.8
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             27.8
Maximum:             80.3
Weighted Average:    72.6





                            Annex A-2 (Loan Group 1)

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF MATURITY DATE         MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
OR ARD LTV RATIOS (%)           LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

     23.0 - 50.0                  34         129,229,312    4.6%    5.9689        116         1.70         51.8           42.6
     50.0 - 55.0                  22         140,530,280    5.1%    6.0368        110         1.47         61.6           53.2
     55.0 - 60.0                  32         278,208,608   10.0%    6.1469        126         1.36         67.7           57.2
     60.0 - 62.5                  17         160,863,030    5.8%    6.0702        119         1.35         65.9           61.0
     62.5 - 65.0                  12         181,138,500    6.5%    5.9339        115         1.52         65.9           63.7
     65.0 - 67.5                  25         404,716,781   14.6%    5.9679        106         1.22         70.9           66.1
     67.5 - 70.0                  12         104,332,280    3.8%    6.0484        112         1.28         74.7           68.1
     70.0 - 75.0                  29         381,949,309   13.7%    5.8506         94         1.41         76.6           73.8
     75.0 - 80.3                  36         999,785,419   36.0%    5.6963         89         1.32         79.4           79.3
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             23.0
Maximum:             80.3
Weighted Average:    68.9

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF REMAINING             MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
TERMS TO MATURITY (MOS.)        LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

      51 - 84                     19         942,024,268   33.9%    5.8339         70         1.40         75.7           75.5
      85 - 114                     5          25,221,961    0.9%    6.1888        106         1.33         64.7           53.7
     115 - 121                   191       1,677,615,354   60.3%    5.8825        119         1.34         71.3           66.4
     122 - 143                     4         135,891,937    4.9%    6.1589        134         1.38         69.2           57.2
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             51 mos.
Maximum:             143 mos.
Weighted Average:    103 mos.

REMAINING STATED AMORTIZATION TERMS



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF REMAINING STATED      MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
AMORTIZATION TERMS (MOS.)       LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

  Interest Only                   53       1,505,720,419   54.1%    5.7887         90         1.40         74.9           74.9
       201 - 240                   3           9,117,531    0.3%    5.8243        117         1.44         63.9           40.4
       241 - 300                  27         129,075,141    4.6%    6.0239        111         1.44         65.4           52.5
       301 - 360                 124         966,574,329   34.8%    5.9750        120         1.31         70.5           62.5
       361 - 420                  12         170,266,099    6.1%    6.0794        112         1.23         70.3           66.4
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


Minimum:             201 mos.
Maximum:             420 mos.
Weighted Average:    360 mos.



                            Annex A-2 (Loan Group 1)

AMORTIZATION TYPES



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGE     PRINCIPAL     GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
AMORTIZATION TYPES              LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

Interest Only                     52       1,498,020,419   53.9%    5.7896         90         1.40         75.0           75.0
IO-Balloon                        71         657,938,000   23.7%    5.8953        116         1.23         73.0           67.4
Balloon                           89         462,695,855   16.6%    6.0789        118         1.41         65.5           55.0
ARD                                5         146,899,245    5.3%    6.1590        128         1.37         69.8           58.3
IO-ARD                             1           7,700,000    0.3%    5.6100        119         1.77         62.6           62.6
Partial IO-ARD                     1           7,500,000    0.3%    5.9900        119         1.45         68.8           62.2
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          219     $ 2,780,753,519  100.0%    5.8823        103         1.36X        72.6           68.9
====================================================================================================================================


ESCROW TYPES



---------------------------------------------------------------------------------------
                                                     AGGREGATE CUT-OFF     % OF INITIAL
                                     NUMBER OF        DATE PRINCIPAL       LOAN GROUP 1
ESCROW TYPES                       MORTGAGE LOANS       BALANCE ($)          BALANCE
---------------------------------------------------------------------------------------

Real Estate Tax                         150              1,509,462,449        54.3%
Insurance                               123              1,039,950,429        37.4%
Replacement Reserves                    110              1,034,029,417        37.2%
TI/LC Reserves                           80                748,505,422        33.8%
---------------------------------------------------------------------------------------


LOCKBOX TYPES



---------------------------------------------------------------------------------------
                                                     AGGREGATE CUT-OFF     % OF INITIAL
                                     NUMBER OF        DATE PRINCIPAL       LOAN GROUP 1
LOCKBOX TYPES                      MORTGAGE LOANS       BALANCE ($)          BALANCE
---------------------------------------------------------------------------------------

Hard                                     25                934,483,886        33.6%
None at Closing, Springing Hard          28                419,566,656        15.1%
Soft                                      6                208,891,937         7.5%
Soft at Closing, Springing Hard           4                 26,521,251         1.0%
None at Closing, Springing Soft           2                 19,013,943         0.7%
---------------------------------------------------------------------------------------





                            Annex A-2 (Loan Group 2)

LOAN SELLERS



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
MORTGAGE LOAN SELLER            LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

MLML                              10         803,150,547   61.9%    5.8365        117         1.18         77.1           72.3
GECC                              21         400,189,781   30.9%    5.6274         87         1.32         76.8           76.2
LaSalle                           16          78,206,193    6.0%    6.0851        118         1.19         73.9           68.5
WFB                                5          15,184,220    1.2%    6.2861        119         1.21         72.9           67.0
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


PROPERTY TYPES



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                             CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                               NUMBER OF      DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGED    PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PROPERTY TYPE                 PROPERTIES   BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

Multifamily                      210       1,170,266,726   90.2%    5.8049        106         1.22         76.7           72.9
Manufactured Housing              13         126,464,015    9.8%    5.6749        118         1.30         77.6           76.3
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          223     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================




                            Annex A-2 (Loan Group 2)

PROPERTY STATE/LOCATION



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                             CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                               NUMBER OF      DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGED    PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PROPERTY STATE/LOCATION       PROPERTIES   BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

Florida                           49         262,908,369   20.3%    5.8229        118         1.17         77.5           72.5
Georgia                           36         209,632,000   16.2%    5.7697         97         1.21         76.8           73.9
Ohio                              40         205,610,000   15.9%    5.7535        118         1.21         78.1           74.4
Indiana                           21         104,310,000    8.0%    5.8247        118         1.18         77.6           72.3
Texas                             11          79,973,953    6.2%    5.8404         96         1.30         75.4           72.9
North Carolina                     9          69,721,714    5.4%    5.6175         65         1.34         76.5           75.7
California                         6          50,255,647    3.9%    5.7105         97         1.39         72.6           72.4
Kentucky                          11          40,170,000    3.1%    5.8315        118         1.17         77.4           72.3
Colorado                           2          35,800,000    2.8%    5.7189        117         1.33         78.3           77.0
Tennessee                          4          34,470,000    2.7%    5.6754         86         1.29         78.9           77.7
Maryland                           4          28,020,000    2.2%    5.8315        118         1.17         77.3           72.2
Virginia                           2          26,300,000    2.0%    5.6800         57         1.29         74.9           74.9
Michigan                           5          25,960,000    2.0%    5.8304        118         1.18         77.2           72.0
New Mexico                         1          22,600,000    1.7%    6.4100        119         1.21         68.9           68.9
Alabama                            1          22,500,000    1.7%    5.7070        118         1.21         76.6           76.6
Arizona                            2          21,250,000    1.6%    6.0448        118         1.15         77.2           73.1
Washington                         1          11,500,000    0.9%    6.0400        119         1.20         67.8           61.3
Pennsylvania                       2          10,450,000    0.8%    5.8315        118         1.17         77.4           72.3
Kansas                             1           9,979,097    0.8%    5.3900        118         1.26         72.3           60.3
Wisconsin                          3           6,045,963    0.5%    5.7590        117         1.24         78.1           68.1
Illinois                           1           4,500,000    0.3%    6.0200        119         1.19         77.6           68.8
Mississippi                        4           3,793,278    0.3%    6.1500        118         1.22         78.4           66.7
Arkansas                           1           2,650,000    0.2%    5.7900        117         1.23         77.9           68.8
Idaho                              1           2,350,000    0.2%    5.7200        117         1.48         78.3           78.3
South Dakota                       2           2,074,660    0.2%    6.1600        117         1.21         74.1           63.3
Minnesota                          1           1,648,488    0.1%    5.6100        119         1.42         61.5           51.6
North Dakota                       1           1,297,574    0.1%    5.9100        118         1.33         71.3           60.4
Connecticut                        1             960,000    0.1%    6.1200        118         1.42         80.0           71.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          223     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================






                            Annex A-2 (Loan Group 2)

CUT-OFF DATE PRINCIPAL BALANCES ($)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF CUT-OFF DATE          MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
PRINCIPAL BALANCES ($)          LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

      960,000 - 3,499,999         19          37,690,413    2.9%    5.9178        118         1.32         73.2           64.7
    3,500,000 - 4,499,999          3          11,990,547    0.9%    6.0429        118         1.27         76.8           69.9
    4,500,000 - 5,499,999          3          14,100,000    1.1%    5.6970        119         1.31         77.3           72.7
    5,500,000 - 6,999,999          2          12,299,000    0.9%    5.6599        115         1.29         77.4           75.2
    7,000,000 - 9,999,999          3          25,879,097    2.0%    5.5937        117         1.40         76.3           71.6
   10,000,000 - 12,999,999         6          64,895,000    5.0%    5.9214        107         1.20         75.4           72.2
   13,000,000 - 19,999,999         7         118,616,684    9.1%    5.7669         88         1.32         75.4           73.9
   20,000,000 - 384,750,000        9       1,011,260,000   78.0%    5.7873        109         1.20         77.2           73.6
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             $960,000
Maximum:             $384,750,000
Average:             $24,937,130

MORTGAGE RATES (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF                       MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
MORTGAGE RATES (%)              LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

    5.3900 - 5.7999               25         432,597,548   33.4%    5.6152         90         1.30         77.5           76.5
    5.8000 - 5.8999                7         746,714,680   57.6%    5.8312        117         1.18         77.1           72.2
    5.9000 - 6.0999                9          44,746,306    3.5%    5.9842        106         1.31         69.1           64.3
    6.1000 - 6.1999                5          10,094,938    0.8%    6.1395        118         1.23         77.8           67.5
    6.2000 - 6.4850                6          62,577,269    4.8%    6.3576        119         1.17         73.1           70.0
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             5.3900
Maximum:             6.4850
Weighted Average:    5.7922





                            Annex A-2 (Loan Group 2)

DEBT SERVICE COVERAGE RATIOS (X)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF DEBT SERVICE          MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
COVERAGE RATIOS (X)             LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

   1.08 - 1.19                     8         777,218,369   59.9%    5.8415        118         1.17         77.4           72.4
   1.20 - 1.24                    18         124,552,850    9.6%    5.9982        118         1.21         75.1           71.1
   1.25 - 1.29                     6         172,935,131   13.3%    5.6412         65         1.28         75.4           74.4
   1.30 - 1.39                    10         149,959,258   11.6%    5.6026         96         1.35         78.3           78.0
   1.40 - 1.99                    10          72,065,135    5.6%    5.6615        103         1.46         73.5           72.8
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             1.08x
Maximum:             1.99x
Weighted Average:    1.22x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF CUT-OFF DATE          MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
LOAN-TO-VALUE RATIOS (%)        LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

   40.3 - 70.0                     7          58,052,168    4.5%    6.1055        101         1.32         65.7           63.4
   70.0 - 72.5                     3          28,863,355    2.2%    5.7485         99         1.31         71.6           66.9
   72.5 - 75.0                     8         156,580,928   12.1%    5.7539         67         1.27         74.7           73.9
   75.0 - 77.5                    10         795,244,331   61.3%    5.8342        117         1.18         77.3           72.5
   77.5 - 80.0                    24         257,989,959   19.9%    5.6205        105         1.31         79.5           78.0
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             40.3
Maximum:             80.0
Weighted Average:    76.8





                            Annex A-2 (Loan Group 2)

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF MATURITY DATE         MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
OR ARD LTV RATIOS (%)           LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

    34.2 - 60.0                    4           6,792,168    0.5%    5.9070        119         1.60         54.2           45.8
    60.0 - 65.0                    9          51,439,562    4.0%    5.8493         98         1.29         69.1           62.8
    65.0 - 67.5                    4          10,416,327    0.8%    5.9795        118         1.23         77.8           66.6
    67.5 - 70.0                    5          43,317,000    3.3%    6.2978        119         1.18         72.4           69.2
    70.0 - 75.0                   13         931,640,684   71.8%    5.8209        109         1.19         76.9           72.7
    75.0 - 80.0                   17         253,125,000   19.5%    5.5777        102         1.32         79.2           79.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             34.2
Maximum:             80.0
Weighted Average:    73.2

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF REMAINING             MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
TERMS TO MATURITY (MOS.)        LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

   57 - 109                        7         230,171,684   17.8%    5.6647         59         1.31         75.1           75.1
  110 - 120                       45       1,066,559,058   82.2%    5.8197        118         1.20         77.1           72.8
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108        1.22X         76.8           73.2
====================================================================================================================================


Minimum:             57 mos.
Maximum:             120 mos.
Weighted Average:    108 mos.

REMAINING STATED AMORTIZATION TERMS



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF REMAINING STATED      MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
AMORTIZATION TERMS (MOS.)       LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

   Interest Only                  21         440,870,684   34.0%    5.6751         87         1.31         76.4           76.4
        357 - 360                 28         824,162,789   63.6%    5.8446        118         1.18         77.0           71.5
        361 - 420                  3          31,697,269    2.4%    6.0593        119         1.21         77.5           71.8
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


Minimum:             357 mos.
Maximum:             420 mos.
Weighted Average:    362 mos.





                            Annex A-2 (Loan Group 2)

AMORTIZATION TYPES



------------------------------------------------------------------------------------------------------------------------------------
                                            AGGREGATE      % OF                WTD. AVG.
                                NUMBER       CUT-OFF      INITIAL              REMAINING                                WTD. AVG.
                                  OF          DATE         LOAN    WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                               MORTGAGE     PRINCIPAL     GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE      OR ARD
AMORTIZATION TYPES              LOANS      BALANCE ($)    BALANCE  RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

IO-Balloon                        18         819,482,000   63.2%    5.8531        118         1.17         77.2           72.1
Interest Only                     21         440,870,684   34.0%    5.6751         87         1.31         76.4           76.4
Balloon                           13          36,378,058    2.8%    5.8409        118         1.30         71.0           60.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           52     $ 1,296,730,742  100.0%    5.7922        108         1.22X        76.8           73.2
====================================================================================================================================


ESCROW TYPES



----------------------------------------------------------------------------------------
                                                     AGGREGATE CUT-OFF     % OF INITIAL
                                     NUMBER OF        DATE PRINCIPAL       LOAN GROUP 2
ESCROW TYPES                       MORTGAGE LOANS       BALANCE ($)          BALANCE
----------------------------------------------------------------------------------------

Real Estate Tax                          48              1,269,184,095        97.9%
Insurance                                39              1,135,285,095        87.5%
Replacement Reserves                     37              1,134,743,578        87.5%


LOCKBOX TYPES



---------------------------------------------------------------------------------------
                                                     AGGREGATE CUT-OFF     % OF INITIAL
                                     NUMBER OF        DATE PRINCIPAL       LOAN GROUP 2
LOCKBOX TYPES                      MORTGAGE LOANS       BALANCE ($)          BALANCE
---------------------------------------------------------------------------------------

Hard                                      2                715,000,000        55.1%
Soft at Closing, Springing Hard           1                130,500,000        10.1%






                                    ANNEX B

            CERTAIN CHARACTERISTICS REGARDING MULTIFAMILY PROPERTIES


                                      B-1


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]



ANNEX B

CERTAIN CHARACTERISTICS REGARDING MULTIFAMILY PROPERTIES IN LOAN GROUP 2



 LOAN #     ORIGINATOR(1)               PROPERTY NAME                                      STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

    1          MLML         Empirian Multifamily Portfolio Pool 1                Various
  1.01         MLML         Indian Lake I                                        100 Indian Lake Drive
  1.02         MLML         Stewart Way I                                        302 West General Stewart Way
  1.03         MLML         Garden Terrace                                       8725 Del Ray Court
  1.04         MLML         Canterbury Crossings                                 318 Monks Court
  1.05         MLML         Mosswood                                             101 Mosswood Circle
  1.06         MLML         Shadowood                                            1927 A Sanford Circle
  1.07         MLML         Cambridge Common                                     4959 Oakhurst Drive
  1.08         MLML         Acadia Court                                         3008 Acadia Court
  1.09         MLML         Holly Sands                                          5 Sandalwood Drive
  1.10         MLML         Marabou Mills                                        3402 Marabou Mills Drive
  1.11         MLML         Rosewood Commons                                     5549 Rosewood Commons Drive
  1.12         MLML         Annhurst I                                           4975 Clancy Court
  1.13         MLML         Sugartree                                            1801 Sugartree Circle
  1.14         MLML         Ramblewood - Augusta                                 2549 Center West Parkway
  1.15         MLML         Winter Woods                                         15300 West Colonial Drive
  1.16         MLML         Woodlands - Streetsboro                              833 Frost Road
  1.17         MLML         Windwood                                             1530 Windwood Drive North East
  1.18         MLML         Hidden Acres                                         1284 Hidden Circle- East
  1.19         MLML         Bridgeport                                           3385 Creek Ridge Road
  1.20         MLML         Elmwood - West Palm Beach                            5111 Elmhurst Street
  1.21         MLML         Heathmoore - Canton                                  41299 Heathmoore Court
  1.22         MLML         Olivewood - Indianapolis                             2091 Olivewood Drive
  1.23         MLML         Plumwood                                             1050 Plumrose Drive
  1.24         MLML         Cedargate - Lancaster                                1410 Sheridan Drive
  1.25         MLML         Slate Run - Louisville                               806 Granite Drive
  1.26         MLML         Marsh Landing                                        3875 Darien Highway
  1.27         MLML         Roanoke - Rochester Hills                            6 Roanoke Lane
  1.28         MLML         Annhurst - Clairton                                  535 North Lewis Run
  1.29         MLML         Red Deer                                             2202 Roseanne Court
  1.30         MLML         The Willows                                          2228 Bruce Road
  1.31         MLML         Montgomery Court                                     7884 Rhapsody Drive
  1.32         MLML         Suffolk Grove                                        2288 Suffolk Lane
  1.33         MLML         Larkspur                                             5350 Jasmine Lane
  1.34         MLML         Dartmouth Place                                      705 South Lincoln
  1.35         MLML         Cedarwood - Ocala                                    1529-C North East 39th Avenue
  1.36         MLML         Kings Colony                                         1425 King George Boulevard
  1.37         MLML         Springtree                                           4772 Elmhurst Road
  1.38         MLML         Suntree                                              4602 Cresthaven Boulevard
  1.39         MLML         Palm Side                                            210 Interchange Drive
  1.40         MLML         Willowood East                                       3787 Willowood Drive
  1.41         MLML         High Points                                          6611 Trichel Lane
  1.42         MLML         Redwood Hollow                                       600 Weakley Lane
  1.43         MLML         Harbinwood                                           1295 Harbins Road
  1.44         MLML         Oak Ridge                                            1600 South Highway 27
  1.45         MLML         Oakwood Village - Hudson                             18933 Quercus Street
  1.46         MLML         Valleyfield - Lexington                              2875 Palumbo Drive
  1.47         MLML         Forest Village                                       1481 Forest Hill Road
  1.48         MLML         Blueberry Hill I                                     33230 Ryan Drive
  1.49         MLML         Pinellas Pines                                       8501 52nd Street North
  1.50         MLML         Ketwood                                              2224-G Ketwood Place
  1.51         MLML         Cedar Hill                                           8324 Gleason Drive
  1.52         MLML         Glenwood Village                                     1420 Gray Highway
  1.53         MLML         Rosewood - Columbus                                  5470 Yellowbud Drive
  1.54         MLML         Winthrop Court                                       720 Ridgeview Drive
  1.55         MLML         Parkway North                                        8049 Stillwater Court North West
  1.56         MLML         Northridge                                           400 Northside Drive
  1.57         MLML         Timbercreek                                          2140 Timbercreek Dive
  1.58         MLML         Hickory Place                                        2323 South West 35th Place
  1.59         MLML         Morgan Trace                                         4065 Jonesboro Road
  1.60         MLML         Meadowood - Nicholasville                            201 Orchard Drive
  1.61         MLML         Link Terrace                                         110 Link Street
  1.62         MLML         Willow Run - Stone Mountain                          4941 Central Drive
  1.63         MLML         Old Archer Court                                     3001 SW Archer Road
  1.64         MLML         Sherbrook - Indianapolis                             8026 McFarland Court
  1.65         MLML         Willowood - Grove City                               3466 Willowood Place
  1.66         MLML         Riverwood                                            4803 Street Johns Avenue
  1.67         MLML         Willow Creek I                                       101 Rhodes Lane
  1.68         MLML         Meadowood - Cuyahoga Falls                           3202 Prange Drive
  1.69         MLML         Oakley Woods                                         6300 Oakley Road
  1.70         MLML         Aragon Woods                                         8172 Aragon Woods Drive
  1.71         MLML         Greenglen II                                         2015 North Mccord Road
  1.72         MLML         Amberwood - Massillon                                3648-A Wales Avenue North West
  1.73         MLML         Willow Run - New Albany                              One Plaza Drive
  1.74         MLML         Carriage Hill                                        604 Hillcrest Parkway
  1.75         MLML         Sandalwood                                           4804 West Bancroft Street
  1.76         MLML         Andover Court                                        1095-A Beech Street
  1.77         MLML         Heathmoore - Louisville                              11559 Ford Place
  1.78         MLML         Meadowood - Mansfield                                798 Straub Road
    2          MLML         Empirian Multifamily Portfolio Pool 3                Various
  2.01         MLML         Forsythia Court - Abingdon                           300-B Forsythia Drive
  2.02         MLML         Ashgrove - Sterling Heights                          15151 Ashgrove Drive
  2.03         MLML         Woodlands - Columbus                                 5354 Deerbrook Lane
  2.04         MLML         Greengate                                            2357-B Greengate Circle
  2.05         MLML         Oak Gardens                                          2484 Oak Garden Lane
  2.06         MLML         Holly Ridge                                          3215 South West 52nd Avenue
  2.07         MLML         Cherry Tree                                          9 Windsor Way
  2.08         MLML         Ridgewood - Lexington                                2170 Fort Harrods Drive
  2.09         MLML         Shadow Bay                                           8833 Old Kings Road South
  2.10         MLML         Sanford Court                                        3291 South Sanford Avenue
  2.11         MLML         Candlelight                                          965 Candlelight Boulevard
  2.12         MLML         Cherry Glen                                          2752 Cherry Glen Way
  2.13         MLML         Daniel Court                                         640 Daniel Court
  2.14         MLML         Ridgewood - Decatur                                  3863 Memorial Drive
  2.15         MLML         Cedargate - Bloomington                              3073 East Amy Lane
  2.16         MLML         Whispering Pines                                     4591 Whispering Pines Lane
  2.17         MLML         Merrifield                                           1027 Adams Avenue
  2.18         MLML         Woodlands - Zelienople                               700 Woodlands Drive
  2.19         MLML         Annhurst - Belcamp                                   4600-C Annhurst Drive
  2.20         MLML         Meldon Place                                         1736-C Brownstone Boulevard
  2.21         MLML         Camellia Court - Dayton                              4542 Kalida Court
  2.22         MLML         Terrace Trace                                        9135 Talina Lane
  2.23         MLML         Heron Pointe                                         2553 State Road (Heron Pointe)
  2.24         MLML         Cedargate - Clayton                                  701 North Union Road
  2.25         MLML         Mark Landing I                                       7967 SE Courtney Terrace
  2.26         MLML         Oakwood Manor                                        2650 North 26th Terrace
  2.27         MLML         Miguel Place                                         8940 Miguel Place
  2.28         MLML         Amesbury                                             3155 Harshman Drive
  2.29         MLML         University Square                                    2900 University Square Drive
  2.30         MLML         Ambergate                                            2233 Ambergate Lane
  2.31         MLML         Indian Ridge                                         2924 Miccosukee Road
  2.32         MLML         Applegate - Muncie                                   4055 North Everett Road
  2.33         MLML         Millburn Court                                       8324 Millwheel Drive
  2.34         MLML         Ramblewood - Valdosta                                3131 North Oak Street
  2.35         MLML         Rosewood - Louisville                                13905 Sassafras Tree Drive
  2.36         MLML         Winthrop Court I (OH)                                2531 Arborview Drive
  2.37         MLML         Capital Ridge                                        3255 Capitol Circle North East
  2.38         MLML         Driftwood                                            91 11th Street West
  2.39         MLML         Wilcrest Woods                                       701 Penn Waller Road
  2.40         MLML         Annhurst - Indianapolis                              4958 Dawn Drive
  2.41         MLML         Manchester                                           2900 Coronet Lane
  2.42         MLML         Laurel Glen                                          4191 Lake Acworth Drive
  2.43         MLML         Countryside Manor                                    8800 Countryside Way
  2.44         MLML         Parkville - Columbus                                 2346 Parkgreen Place
  2.45         MLML         Sandpiper II                                         2403 South 25th Street
  2.46         MLML         Ranchside                                            2508 Ranchside Terrace
  2.47         MLML         Westway                                              2006 Commercial Drive South
  2.48         MLML         Jefferson Way I                                      409 Jefferson Avenue
  2.49         MLML         Wentworth                                            27010 Wentworth Drive
  2.50         MLML         Roanoke - Louisville                                 4603 Roxann Boulevard
  2.51         MLML         Applegate - Columbus                                 2230 Applegate Drive
  2.52         MLML         Valleybrook                                          169 Roscoe Road
  2.53         MLML         Brandon Court                                        2381 Brandon Court
  2.54         MLML         Ashford Hill                                         1367 Beeler Drive
  2.55         MLML         Shadow Ridge                                         2424 West Tharpe Street
  2.56         MLML         Sutton Place                                         3150 Pyramid Parkway
  2.57         MLML         Greenbriar Glen                                      3030 Continental Colony Parkway
  2.58         MLML         Ridgewood - Louisville                               3206 Abshire Lane
  2.59         MLML         Meadowland                                           200 Crane Drive
  2.60         MLML         West of Eastland                                     3752 Knightsway Lane
  2.61         MLML         Timberwood                                           710 Mason Terrace Road
  2.62         MLML         Stonehenge - Indianapolis                            7980 Dunston Drive
  2.63         MLML         Springwood                                           5470 Yellowbud Drive
  2.64         MLML         Meadowood - Franklin                                 820 Hospital Road
  2.65         MLML         Foxton II                                            4341 Foxton Court
  2.66         MLML         Glen Arm Manor                                       2609 Gillionville Road
  2.67         MLML         Slate Run - Hopkinsville                             850-A North Elm Street
  2.68         MLML         Stonehenge I                                         3735 South A Street
  2.69         MLML         Sherbrook - Columbus                                 6677 Guinevere Drive
  2.70         MLML         Millburn                                             4392 Millburn Avenue
  2.71         MLML         Barrington                                           750 Northern Avenue
  2.72         MLML         Hickory Mill                                         2769 Hickory Mill Drive
  2.73         MLML         Stonehenge - Glasgow                                 1000 Stonehenge Place
  2.74         MLML         Quail Call                                           2414 North Brierwood Drive
  2.75         MLML         Stonehenge - Massillon                               799 17th Street North West
  2.76         MLML         Spicewood                                            3700 Brill Road
  2.77         MLML         Whisperwood                                          1506 East 16th Avenue
  2.78         MLML         Slate Run - Miamisburg                               248 Heincke Road
  2.79         MLML         Beckford Place - New Castle                          2900 South Memorial Drive
   10          GECC         B2 Portfolio                                         Various
  10.01        GECC         Sinclair                                             3600 Park Colony Drive
  10.02        GECC         Steeple Chase                                        5940 Singleton Road
  10.03        GECC         Vacaro                                               3504 Joyce Court
  10.04        GECC         Alden Ridge                                          1500 Post Oak Drive
  10.05        GECC         Somerset                                             100 Summerwalk Parkway
  10.06        GECC         Chelsea Point                                        6617 Bickford Lane
  10.07        GECC         Waverly 1 & II                                       5010 Split Rail Circle
  10.08        GECC         La Cota                                              6664 Peachtree Industrial Boulevard
  10.09        GECC         Ashland                                              1 Aspen Drive
  10.10        GECC         Hunt Club                                            103 Echo Glen Drive
  10.11        GECC         The Lakes at Meadowland                              101 Meadowood Street
   15          GECC         Columbia/Brook Park MHC Rollup                       Various
  15.01        GECC         Columbia Park MHC                                    7100 Columbia Road
  15.02        GECC         Brook Park MHC                                       11800 Brookpark Road
   30          GECC         Timber Ridge & Maplewood West                        1025 Adams Circle
   33          LaSalle      Broadstone Heights                                   8100 Barstow Street NE
   34          MLML         Weston Ranch Apartments                              4095 Lawson's Ridge Drive
   38          GECC         GMH - Uptown                                         2601 West Oak Street
   39          GECC         Greystone Summit                                     5200 Greystone Summit Drive
   44          GECC         Starlite Mobile Estates                              1045 North Azusa Avenue
   50          GECC         GMH - University Heights                             1319 Knotty Pine Way
   51          GECC         The Greens at McKinney                               3191 Medical Center Drive
   52          MLML         Cobblestone Crossing                                 1808 Cobblestone Way South
   54          MLML         Sunrise Fountains Apartments                         2104 South Lewis Street
   62          GECC         GMH - University Walk                                1205 University Walk Circle
   65          LaSalle      Stone Ridge Apartments                               1115 Highway 146 North
   74          GECC         GMH - Campus Edge                                    1300 Varsity Lane
   75          GECC         The Seasons on 4th Avenue                            8180 West 4th Avenue
   79          LaSalle      Continental West                                     3740 North Romero Road
   81          WFB          Candlewood Park MHC                                  424 32nd Rd.
   82          MLML         Forest Meadow Apartments                             1000 West Forest Meadows Street
   85          GECC         Lakeshore Landings MHC                               2000 West 33rd Street
   87          GECC         Greens at Derby Phase II                             1500 East Tall Tree Road
   103         MLML         Germantown Garden Apartments                         730 Germantown Circle
   109         GECC         Ridgeway-Pecan Portfolio                             Various
 109.01        GECC         Ridgeway Village Apartments                          100 East Ridgeway Drive
 109.02        GECC         Pecan Ridge Apartments                               1301 Pecan Ridge Drive
   127         GECC         Cimarron Apartments                                  500 North Judge Ely Boulevard
   128         GECC         Arrow Glen MHC                                       19850 East Arrow Highway
   137         GECC         Meadowbrook Apartments                               3605 Walden Lane
   149         MLML         The Park at Westover                                 1000 Burton Hill Road
   150         LaSalle      The Apartments at Oakbrook Court                     3 Oakbrook Court
   157         GECC         Rio Puente                                           6656 Rosecrans Avenue
   162         MLML         Raintree Apartments                                  800 South Highway 1417
   172         MLML         Kavanaugh - Napier Multifamily Portfolio             Various
 172.01        MLML         Mossy Pond Apartments                                337-361 Richburg Road
 172.02        MLML         Woodland Apartments                                  403 North 39th Avenue
 172.03        MLML         Steelman Apartments                                  361 Steelman Road
 172.04        MLML         Heatherwood Apartments                               246 McMahon Road
   180         LaSalle      Peachtree Trace Apartments                           3519 West Hill Street
   183         LaSalle      La Crosse Apartment Portfolio                        Various
 183.01        LaSalle      Hutch Apartments                                     1414 Pine Street
 183.02        LaSalle      Parkview Apartments                                  625 12th Avenue North
   189         LaSalle      Oakshire Village of Centennial Park                  500 East Centennial Drive
   190         LaSalle      Ellis Apartments                                     503 West C Street
   192         LaSalle      Bent Tree Apartments                                 410 Oakwood Avenue
   195         LaSalle      Mobile Manor                                         3503 58th Avenue North
   198         GECC         Homecrest MHC                                        815 South Curtis Road
   200         GECC         Royal Coach Village MHP                              700 West Greens Road
   203         LaSalle      Woodhollow Apartments                                2451 Lake Road
   216         GECC         Carson Gardens MHC                                   437 West Carson Street
   236         LaSalle      Clinton House Apartments                             550 Clinton Avenue
   242         LaSalle      Huckleberry Apartments                               704 West B Street
   255         WFB          Crosswinds Apartments                                515 W. 10th Street
   256         LaSalle      Hidden Harbor Villas                                 305 Locust Street West
   258         WFB          North Boyd Apartments                                3499 13th Avenue N
   260         WFB          Arvin Mobile Home Estates                            200  5th Avenue
   264         LaSalle      Maple Heights Apartments                             2701 North Maple Lane
   265         LaSalle      Maple Hill Apartments                                2601 North Maple Lane
   268         WFB          249 New Britain Avenue                               249 New Britain Avenue


                                                                       NUMBER OF     PROPERTY             PROPERTY
 LOAN #           CITY          STATE     ZIP CODE     COUNTY         PROPERTIES       TYPE               SUBTYPE
------------------------------------------------------------------------------------------------------------------------------------

    1     Various              Various    Various    Various               78       Multifamily            Garden
  1.01    Morrow                 GA        30260     Clayton               1        Multifamily            Garden
  1.02    Hinesville             GA        31313     Liberty               1        Multifamily            Garden
  1.03    Tampa                  FL        33617     Hillsborough          1        Multifamily            Garden
  1.04    Lake Mary              FL        32746     Seminole              1        Multifamily            Garden
  1.05    Winter Springs         FL        32708     Seminole              1        Multifamily            Garden
  1.06    Sarasota               FL        34234     Sarasota              1        Multifamily            Garden
  1.07    Indianapolis           IN        46254     Marion                1        Multifamily            Garden
  1.08    Bloomington            IN        47401     Monroe                1        Multifamily            Garden
  1.09    Ft. Walton Beach       FL        32548     Okaloosa              1        Multifamily            Garden
  1.10    Indianapolis           IN        46214     Marion                1        Multifamily            Garden
  1.11    Indianapolis           IN        46254     Marion                1        Multifamily            Garden
  1.12    Gahanna                OH        43230     Franklin              1        Multifamily            Garden
  1.13    New Smyrna Beach       FL        32168     Volusia               1        Multifamily            Garden
  1.14    Augusta                GA        30909     Richmond              1        Multifamily            Garden
  1.15    Winter Garden          FL        34787     Orange                1        Multifamily            Garden
  1.16    Streetsboro            OH        44241     Portage               1        Multifamily            Garden
  1.17    Palm Bay               FL        32905     Brevard               1        Multifamily            Garden
  1.18    Sarasota               FL        34243     Manatee               1        Multifamily            Garden
  1.19    Brandon                FL        33511     Hillsborough          1        Multifamily            Garden
  1.20    West Palm Beach        FL        33417     Palm Beach            1        Multifamily            Garden
  1.21    Canton                 MI        48187     Wayne                 1        Multifamily            Garden
  1.22    Indianapolis           IN        46219     Marion                1        Multifamily            Garden
  1.23    Columbus               OH        43228     Franklin              1        Multifamily            Garden
  1.24    Lancaster              OH        43130     Fairfield             1        Multifamily            Garden
  1.25    Louisville             KY        40223     Jefferson             1        Multifamily            Garden
  1.26    Brunswick              GA        31525     Glynn                 1        Multifamily            Garden
  1.27    Rochester Hills        MI        48309     Oakland               1        Multifamily            Garden
  1.28    Clairton               PA        15025     Allegheny             1        Multifamily            Garden
  1.29    Fairborn               OH        45324     Greene                1        Multifamily            Garden
  1.30    Delaware               OH        43015     Delaware              1        Multifamily            Garden
  1.31    Dublin                 OH        43016     Franklin              1        Multifamily            Garden
  1.32    Grove City             OH        43123     Franklin              1        Multifamily            Garden
  1.33    Hilliard               OH        43026     Franklin              1        Multifamily            Garden
  1.34    Kent                   OH        44240     Portage               1        Multifamily            Garden
  1.35    Ocala                  FL        34470     Marion                1        Multifamily            Garden
  1.36    Savannah               GA        31419     Chatham               1        Multifamily            Garden
  1.37    West Palm Beach        FL        33417     Palm Beach            1        Multifamily            Garden
  1.38    West Palm Beach        FL        33415     Palm Beach            1        Multifamily            Garden
  1.39    Palm Bay               FL        32907     Brevard               1        Multifamily            Garden
  1.40    Indianapolis           IN        46235     Marion                1        Multifamily            Garden
  1.41    New Port Richey        FL        34653     Pasco                 1        Multifamily            Garden
  1.42    Smyrna                 TN        37167     Rutherford            1        Multifamily            Garden
  1.43    Norcross               GA        30093     Gwinnett              1        Multifamily            Garden
  1.44    Clermont               FL        34711     Lake                  1        Multifamily            Garden
  1.45    Hudson                 FL        34667     Pasco                 1        Multifamily            Garden
  1.46    Lexington              KY        40509     Fayette               1        Multifamily            Garden
  1.47    Macon                  GA        31210     Bibb                  1        Multifamily            Garden
  1.48    Leesburg               FL        34788     Lake                  1        Multifamily            Garden
  1.49    Pinellas Park          FL        33781     Pinellas              1        Multifamily            Garden
  1.50    Kettering              OH        45420     Montgomery            1        Multifamily            Garden
  1.51    Knoxville              TN        37919     Knox                  1        Multifamily            Garden
  1.52    Macon                  GA        31211     Bibb                  1        Multifamily            Garden
  1.53    Columbus               OH        43231     Franklin              1        Multifamily            Garden
  1.54    Frankfort              KY        40601     Franklin              1        Multifamily            Garden
  1.55    Ft. Myers              FL        33903     Lee                   1        Multifamily            Garden
  1.56    Carrollton             GA        30117     Carroll               1        Multifamily            Garden
  1.57    Toledo                 OH        43615     Lucas                 1        Multifamily            Garden
  1.58    Gainesville            FL        32608     Alachua               1        Multifamily            Garden
  1.59    Union City             GA        30291     Fulton                1        Multifamily            Garden
  1.60    Nicholasville          KY        40356     Jessamine             1        Multifamily            Garden
  1.61    Hinesville             GA        31313     Liberty               1        Multifamily            Garden
  1.62    Stone Mountain         GA        30083     Dekalb                1        Multifamily            Garden
  1.63    Gainesville            FL        32608     Alachua               1        Multifamily            Garden
  1.64    Indianapolis           IN        46227     Marion                1        Multifamily            Garden
  1.65    Grove City             OH        43123     Franklin              1        Multifamily            Garden
  1.66    Palatka                FL        32177     Putnam                1        Multifamily            Garden
  1.67    Griffin                GA        30224     Spalding              1        Multifamily            Garden
  1.68    Cuyahoga Falls         OH        44223     Summit                1        Multifamily            Garden
  1.69    Union City             GA        30291     Fulton                1        Multifamily            Garden
  1.70    Indianapolis           IN        46214     Marion                1        Multifamily            Garden
  1.71    Toledo                 OH        43615     Lucas                 1        Multifamily            Garden
  1.72    Massillon              OH        44646     Stark                 1        Multifamily            Garden
  1.73    New Albany             IN        47150     Floyd                 1        Multifamily            Garden
  1.74    Dublin                 GA        31021     Laurens               1        Multifamily            Garden
  1.75    Toledo                 OH        43615     Lucas                 1        Multifamily            Garden
  1.76    Mt. Vernon             OH        43050     Knox                  1        Multifamily            Garden
  1.77    Louisville             KY        40241     Jefferson             1        Multifamily            Garden
  1.78    Mansfield              OH        44904     Richland              1        Multifamily            Garden
    2     Various              Various    Various    Various               79       Multifamily            Garden
  2.01    Abingdon               MD        21009     Harford               1        Multifamily            Garden
  2.02    Sterling Hts.          MI        48313     Macomb                1        Multifamily            Garden
  2.03    Columbus               OH        43213     Franklin              1        Multifamily            Garden
  2.04    West Palm Beach        FL        33415     Palm Beach            1        Multifamily            Garden
  2.05    Hollywood              FL        33020     Broward               1        Multifamily            Garden
  2.06    Pembroke Park          FL        33023     Broward               1        Multifamily            Garden
  2.07    Rosedale               MD        21237     Baltimore             1        Multifamily            Garden
  2.08    Lexington              KY        40513     Fayette               1        Multifamily            Garden
  2.09    Jacksonville           FL        32257     Duval                 1        Multifamily            Garden
  2.10    Sanford                FL        32773     Seminole              1        Multifamily            Garden
  2.11    Brooksville            FL        34601     Hernando              1        Multifamily            Garden
  2.12    Indianapolis           IN        46227     Marion                1        Multifamily            Garden
  2.13    Cincinnati             OH        45244     Clermont              1        Multifamily            Garden
  2.14    Decatur                GA        30032     Dekalb                1        Multifamily            Garden
  2.15    Bloomington            IN        47401     Monroe                1        Multifamily            Garden
  2.16    Ft. Pierce             FL        34982     Saint Lucie           1        Multifamily            Garden
  2.17    Salisbury              MD        21804     Wicomico              1        Multifamily            Garden
  2.18    Zelienople             PA        16063     Butler                1        Multifamily            Garden
  2.19    Belcamp                MD        21017     Harford               1        Multifamily            Garden
  2.20    Toledo                 OH        43614     Lucas                 1        Multifamily            Garden
  2.21    Dayton                 OH        45424     Montgomery            1        Multifamily            Garden
  2.22    Tampa                  FL        33637     Hillsborough          1        Multifamily            Garden
  2.23    Atlantic Beach         FL        32233     Duval                 1        Multifamily            Garden
  2.24    Clayton                OH        45315     Montgomery            1        Multifamily            Garden
  2.25    Hobe Sound             FL        33455     Martin                1        Multifamily            Garden
  2.26    Hollywood              FL        33020     Broward               1        Multifamily            Garden
  2.27    Port Richey            FL        34668     Pasco                 1        Multifamily            Garden
  2.28    Reynoldsburg           OH        43068     Franklin              1        Multifamily            Garden
  2.29    Tampa                  FL        33612     Hillsborough          1        Multifamily            Garden
  2.30    West Palm Beach        FL        33415     Palm Beach            1        Multifamily            Garden
  2.31    Tallahassee            FL        32308     Leon                  1        Multifamily            Garden
  2.32    Muncie                 IN        47304     Delaware              1        Multifamily            Garden
  2.33    Centerville            OH        45458     Montgomery            1        Multifamily            Garden
  2.34    Valdosta               GA        31602     Lowndes               1        Multifamily            Garden
  2.35    Louisville             KY        40245     Jefferson             1        Multifamily            Garden
  2.36    Columbus               OH        43229     Franklin              1        Multifamily            Garden
  2.37    Tallahassee            FL        32308     Leon                  1        Multifamily            Garden
  2.38    Atlantic Beach         FL        32233     Duval                 1        Multifamily            Garden
  2.39    Savannah               GA        31410     Chatham               1        Multifamily            Garden
  2.40    Indianapolis           IN        46268     Marion                1        Multifamily            Garden
  2.41    Jacksonville           FL        32207     Duval                 1        Multifamily            Garden
  2.42    Acworth                GA        30101     Cobb                  1        Multifamily            Garden
  2.43    Douglasville           GA        30134     Douglas               1        Multifamily            Garden
  2.44    Columbus               OH        43229     Franklin              1        Multifamily            Garden
  2.45    Ft. Pierce             FL        34981     Saint Lucie           1        Multifamily            Garden
  2.46    New Port Richey        FL        34655     Pasco                 1        Multifamily            Garden
  2.47    Brunswick              GA        31525     Glynn                 1        Multifamily            Garden
  2.48    Orange Park            FL        32065     Clay                  1        Multifamily            Garden
  2.49    Roseville              MI        48066     Macomb                1        Multifamily            Garden
  2.50    Louisville             KY        40218     Jefferson             1        Multifamily            Garden
  2.51    Columbus               IN        47203     Bartholomew           1        Multifamily            Garden
  2.52    Newnan                 GA        30263     Coweta                1        Multifamily            Garden
  2.53    Bloomington            IN        47401     Monroe                1        Multifamily            Garden
  2.54    Reynoldsburg           OH        43068     Franklin              1        Multifamily            Garden
  2.55    Tallahassee            FL        32303     Leon                  1        Multifamily            Garden
  2.56    Lakeland               FL        33805     Polk                  1        Multifamily            Garden
  2.57    Atlanta                GA        30331     Fulton                1        Multifamily            Garden
  2.58    Louisville             KY        40220     Jefferson             1        Multifamily            Garden
  2.59    Bogart                 GA        30622     Clarke                1        Multifamily            Garden
  2.60    Columbus               OH        43232     Franklin              1        Multifamily            Garden
  2.61    Perry                  GA        31069     Houston               1        Multifamily            Garden
  2.62    Indianapolis           IN        46239     Marion                1        Multifamily            Garden
  2.63    Columbus               OH        43229     Franklin              1        Multifamily            Garden
  2.64    Franklin               IN        46131     Johnson               1        Multifamily            Garden
  2.65    Dayton                 OH        45414     Montgomery            1        Multifamily            Garden
  2.66    Albany                 GA        31707     Dougherty             1        Multifamily            Garden
  2.67    Hopkinsville           KY        42240     Christian             1        Multifamily            Garden
  2.68    Richmond               IN        47374     Wayne                 1        Multifamily            Garden
  2.69    Columbus               OH        43229     Franklin              1        Multifamily            Garden
  2.70    Stow                   OH        44224     Summit                1        Multifamily            Garden
  2.71    Clarkston              GA        30021     Dekalb                1        Multifamily            Garden
  2.72    Hilliard               OH        43026     Franklin              1        Multifamily            Garden
  2.73    Glasgow                KY        42141     Barren                1        Multifamily            Garden
  2.74    Albany                 GA        31705     Dougherty             1        Multifamily            Garden
  2.75    Massillon              OH        44646     Stark                 1        Multifamily            Garden
  2.76    Indianapolis           IN        46227     Marion                1        Multifamily            Garden
  2.77    Cordele                GA        31015     Crisp                 1        Multifamily            Garden
  2.78    Miamisburg             OH        45342     Montgomery            1        Multifamily            Garden
  2.79    New Castle             IN        47362     Henry                 1        Multifamily            Garden
   10     Various              Various    Various    Various               11       Multifamily            Garden
  10.01   Norcross               GA        30093     Gwinnett              1        Multifamily            Garden
  10.02   Norcross               GA        30093     Gwinnett              1        Multifamily            Garden
  10.03   Chesapeake             VA        23321     Chesapeake City       1        Multifamily            Garden
  10.04   Clarkston              GA        30021     DeKalb                1        Multifamily            Garden
  10.05   Tucker                 GA        30024     Gwinnett              1        Multifamily            Garden
  10.06   Portsmouth             VA        23703     Portsmouth City       1        Multifamily            Garden
  10.07   Winston-Salem          NC        27106     Forsyth               1        Multifamily            Garden
  10.08   Atlanta                GA        30360     DeKalb                1        Multifamily            Garden
  10.09   Greensboro             NC        27409     Guilford              1        Multifamily            Garden
  10.10   Winston-Salem          NC        27106     Forsyth               1        Multifamily            Garden
  10.11   Greensboro             NC        27409     Guilford              1        Multifamily            Garden
   15     Various                OH       Various    Cuyahoga              2        Manufactured Housing   Manufactured Housing
  15.01   Olmsted Falls          OH        44138     Cuyahoga              1        Manufactured Housing   Manufactured Housing
  15.02   Cleveland              OH        44130     Cuyahoga              1        Manufactured Housing   Manufactured Housing
   30     Boulder                CO        80303     Boulder               1        Multifamily            Student Housing
   33     Albuquerque            NM        87122     Bernalillo            1        Multifamily            Garden
   34     Madison                AL        35757     Madison               1        Multifamily            Garden
   38     Denton                 TX        76201     Denton                1        Multifamily            Student Housing
   39     Columbus               GA        31909     Muscogee              1        Multifamily            Garden
   44     Covina                 CA        91722     Los Angeles           1        Manufactured Housing   Manufactured Housing
   50     Knoxville              TN        37920     Knox                  1        Multifamily            Student Housing
   51     McKinney               TX        75069     Collin                1        Multifamily            Garden
   52     Terre Haute            IN        47802     Vigo                  1        Multifamily            Garden
   54     Anaheim                CA        92802     Orange                1        Multifamily            Garden
   62     Charlotte              NC        28213     Mecklenburg           1        Multifamily            Student Housing
   65     Texas City             TX        77590     Galveston             1        Multifamily            Garden
   74     Charlotte              NC        28262     Mecklenburg           1        Multifamily            Student Housing
   75     Kennewick              WA        99336     Benton                1        Multifamily            Garden
   79     Tuscon                 AZ        85705     Pima                  1        Manufactured Housing   Manufactured Housing
   81     Clifton                CO        81520     Mesa                  1        Manufactured Housing   Manufactured Housing
   82     Flagstaff              AZ        86001     Coconino              1        Multifamily            Garden
   85     Orlando                FL        32839     Orange                1        Manufactured Housing   Manufactured Housing
   87     Derby                  KS        67037     Sedgwick              1        Multifamily            Garden
   103    East Ridge             TN        37412     Hamilton              1        Multifamily            Garden
   109    Midlothian             TX        76065     Ellis                 2        Multifamily            Garden
 109.01   Midlothian             TX        76065     Ellis                 1        Multifamily            Garden
 109.02   Midlothian             TX        76065     Ellis                 1        Multifamily            Garden
   127    Abilene                TX        79601     Taylor                1        Multifamily            Garden
   128    Covina                 CA        91724     Los Angeles           1        Manufactured Housing   Manufactured Housing
   137    High Point             NC        27265     Guilford              1        Multifamily            Garden
   149    Fort Worth             TX        76114     Tarrant               1        Multifamily            Garden
   150    Bloomington            IL        61704     McLean                1        Multifamily            Garden
   157    Paramount              CA        90723     Los Angeles           1        Manufactured Housing   Manufactured Housing
   162    Sherman                TX        75092     Grayson               1        Multifamily            Garden
   172    Various                MS       Various    Various               4        Multifamily            Garden
 172.01   Hattiesburg            MS        39402     Lamar                 1        Multifamily            Garden
 172.02   Hattiesburg            MS        39401     Forrest               1        Multifamily            Garden
 172.03   Hattiesburg            MS        39402     Lamar                 1        Multifamily            Garden
 172.04   Purvis                 MS        39475     Lamar                 1        Multifamily            Garden
   180    Clarkston              GA        30021     Dekalb                1        Multifamily            Garden
   183    La Crosse              WI        54601     La Crosse             2        Multifamily            Student Housing
 183.01   La Crosse              WI        54601     La Crosse             1        Multifamily            Student Housing
 183.02   La Crosse              WI        54601     La Crosse             1        Multifamily            Student Housing
   189    Oak Creek              WI        53154     Milwaukee             1        Multifamily            Garden
   190    Butner                 NC        27509     Granville             1        Multifamily            Garden
   192    Hot Springs            AR        71913     Garland               1        Multifamily            Garden
   195    St. Petersburg         FL        33714     Pinellas              1        Manufactured Housing   Manufactured Housing
   198    Boise                  ID        83705     Ada                   1        Manufactured Housing   Manufactured Housing
   200    Houston                TX        77067     Harris                1        Manufactured Housing   Manufactured Housing
   203    Huntsville             TX        77340     Walker                1        Multifamily            Garden
   216    Carson                 CA        90745     Los Angeles           1        Manufactured Housing   Manufactured Housing
   236    Hutchinson             MN        55350     McLeod                1        Multifamily            Garden
   242    Butner                 NC        27509     Granville             1        Multifamily            Garden
   255    Dallas                 TX        75208     Dallas                1        Multifamily            Garden
   256    Three Oaks             MI        49128     Berrien               1        Multifamily            Garden
   258    Grand Forks            ND        58203     Grand Forks           1        Multifamily            Garden
   260    Arvin                  CA        93203     Kern                  1        Manufactured Housing   Manufactured Housing
   264    Sioux Falls            SD        57107     Minnehaha             1        Multifamily            Garden
   265    Sioux Falls            SD        57107     Minnehaha             1        Multifamily            Garden
   268    Hartford               CT        06106     Hartford              1        Multifamily            Low Rise


                                                                                                    PADS              STUDIOS
                           CUT-OFF DATE      LOAN                                                ------------   --------------------
           CUT-OFF DATE      BALANCE         GROUP                 OCCUPANCY                      AVG RENT PER    #     AVG RENT PER
 LOAN #    BALANCE ($)(2)  PER UNIT ($)(2)  1 OR 2  OCCUPANCY %       DATE      TOTAL UNITS/PADS    MO. ($)      UNITS      MO. ($)
------------------------------------------------------------------------------------------------------------------------------------

    1        384,750,000      48,311.15        2        94.4        4/1/2007        7,964                       1,184        454
  1.01        11,120,000                       2        95.1        4/1/2007         244
  1.02        10,310,000                       2        95.8        4/1/2007         191                         36          451
  1.03        10,122,000                       2        96.7        4/1/2007         215                         31          499
  1.04        10,120,000                       2        96.1        4/1/2007         127
  1.05         9,160,000                       2        96.6        4/1/2007         147                         28          548
  1.06         8,568,000                       2        95.0        4/1/2007         139                         29          609
  1.07         8,450,000                       2        86.4        4/1/2007         236                         43          430
  1.08         8,400,000                       2        96.5        4/1/2007         200                         39          360
  1.09         8,200,000                       2        97.6        4/1/2007         124                         27          558
  1.10         7,600,000                       2        92.3        4/1/2007         208                         40          439
  1.11         7,190,000                       2        96.5        4/1/2007         173                         36          466
  1.12         7,160,000                       2        95.8        4/1/2007         165                         35          442
  1.13         7,140,000                       2        94.2        4/1/2007         121                          1          519
  1.14         6,880,000                       2        95.2        4/1/2007         186                         27          388
  1.15         6,610,000                       2        94.1        4/1/2007         101                         32          566
  1.16         6,400,000                       2        93.3        4/1/2007         120
  1.17         6,300,000                       2        94.5        4/1/2007         128                         28          508
  1.18         6,290,000                       2        94.7        4/1/2007         94                          27          600
  1.19         6,290,000                       2        97.0        4/1/2007         99                          23          535
  1.20         6,230,000                       2        86.3        4/1/2007         102
  1.21         6,160,000                       2        97.3        4/1/2007         111
  1.22         5,920,000                       2        96.1        4/1/2007         129                         25          436
  1.23         5,860,000                       2        95.1        4/1/2007         143                         24          405
  1.24         5,820,000                       2        89.8        4/1/2007         157                          9          410
  1.25         5,750,000                       2        96.9        4/1/2007         128                         13          401
  1.26         5,480,000                       2        90.5        4/1/2007         105                         11          488
  1.27         5,280,000                       2        94.3        4/1/2007         88                           7          554
  1.28         5,200,000                       2        95.9        4/1/2007         97                          10          488
  1.29         5,040,000                       2        89.3        4/1/2007         131                         30          433
  1.30         5,010,000                       2        86.6        4/1/2007         134                         29          419
  1.31         5,000,000                       2        94.9        4/1/2007         117                         23          446
  1.32         4,980,000                       2        94.2        4/1/2007         120                         21          437
  1.33         4,940,000                       2        95.9        4/1/2007         121                         14          434
  1.34         4,800,000                       2        91.2        4/1/2007         102                         12          455
  1.35         4,790,000                       2        94.7        4/1/2007         94                          24          411
  1.36         4,790,000                       2        96.6        4/1/2007         89                          29          440
  1.37         4,720,000                       2        95.8        4/1/2007         72
  1.38         4,580,000                       2        89.6        4/1/2007         67
  1.39         4,480,000                       2        98.9        4/1/2007         87                          27          513
  1.40         4,480,000                       2        92.5        4/1/2007         120                         24          414
  1.41         4,290,000                       2        94.7        4/1/2007         95                          25          454
  1.42         4,250,000                       2       100.0        4/1/2007         72                           7          458
  1.43         4,240,000                       2        95.8        4/1/2007         72                           7          431
  1.44         4,220,000                       2        93.7        4/1/2007         63
  1.45         4,040,000                       2        94.7        4/1/2007         75                          23          465
  1.46         4,000,000                       2        94.0        4/1/2007         83                           8          397
  1.47         4,000,000                       2        98.8        4/1/2007         83                           8          474
  1.48         3,970,000                       2        92.6        4/1/2007         68
  1.49         3,950,000                       2       100.0        4/1/2007         68
  1.50         3,800,000                       2        92.5        4/1/2007         93                           1          420
  1.51         3,660,000                       2       100.0        4/1/2007         74                          23          433
  1.52         3,600,000                       2        95.0        4/1/2007         80                          24          399
  1.53         3,560,000                       2        96.7        4/1/2007         90                           9          393
  1.54         3,540,000                       2        94.8        4/1/2007         77                           7          359
  1.55         3,520,000                       2       100.0        4/1/2007         56
  1.56         3,520,000                       2        90.9        4/1/2007         77                          10          392
  1.57         3,490,000                       2        94.8        4/1/2007         77                          15          421
  1.58         3,380,000                       2        91.4        4/1/2007         70                           7          438
  1.59         3,360,000                       2        92.5        4/1/2007         80                          24          418
  1.60         3,350,000                       2        98.5        4/1/2007         67                           7          383
  1.61         3,280,000                       2        98.1        4/1/2007         54                           6          458
  1.62         3,280,000                       2        91.8        4/1/2007         73
  1.63         3,210,000                       2        95.8        4/1/2007         72                          23          424
  1.64         3,200,000                       2        98.7        4/1/2007         76                          23          389
  1.65         3,010,000                       2       100.0        4/1/2007         72                           8          460
  1.66         2,980,000                       2        95.6        4/1/2007         68                          15          433
  1.67         2,720,000                       2        98.1        4/1/2007         53                           6          451
  1.68         2,680,000                       2       100.0        4/1/2007         59
  1.69         2,640,000                       2        93.3        4/1/2007         60                           6          479
  1.70         2,580,000                       2        95.5        4/1/2007         67                          20          443
  1.71         2,560,000                       2        91.4        4/1/2007         58                          14          387
  1.72         2,430,000                       2        93.7        4/1/2007         63                           7          431
  1.73         2,400,000                       2        92.2        4/1/2007         64                           5          438
  1.74         2,250,000                       2        93.3        4/1/2007         60                           6          456
  1.75         2,250,000                       2        84.0        4/1/2007         50                           6          436
  1.76         2,080,000                       2        94.1        4/1/2007         51                           9          380
  1.77         2,060,000                       2        88.7        4/1/2007         62                           6          410
  1.78         1,780,000                       2        90.0        4/1/2007         50                           5          400
    2        330,250,000      48,141.40        2        93.4        4/1/2007        6,860                       1,042        461
  2.01        10,320,000                       2        98.7        4/1/2007         152                         26          590
  2.02         9,840,000                       2        93.1        4/1/2007         204
  2.03         9,000,000                       2        94.8        4/1/2007         251                         44          423
  2.04         8,400,000                       2        95.0        4/1/2007         120
  2.05         8,180,000                       2        94.3        4/1/2007         105                         19          693
  2.06         7,640,000                       2        98.0        4/1/2007         98
  2.07         7,180,000                       2        93.0        4/1/2007         100                         30          584
  2.08         6,620,000                       2        97.3        4/1/2007         113                         11          415
  2.09         6,380,000                       2        95.5        4/1/2007         112                         10          533
  2.10         6,150,000                       2        94.3        4/1/2007         106                         36          516
  2.11         5,950,000                       2        93.7        4/1/2007         111                         22          448
  2.12         5,760,000                       2        94.9        4/1/2007         138                         28          423
  2.13         5,640,000                       2        95.6        4/1/2007         114
  2.14         5,600,000                       2        96.5        4/1/2007         115
  2.15         5,600,000                       2        98.4        4/1/2007         126                         13          411
  2.16         5,440,000                       2        94.4        4/1/2007         108                         32          504
  2.17         5,400,000                       2        85.3        4/1/2007         95                          19          506
  2.18         5,250,000                       2        95.5        4/1/2007         112                         15          479
  2.19         5,120,000                       2        92.5        4/1/2007         67                           7          592
  2.20         5,040,000                       2        94.5        4/1/2007         127                         28          375
  2.21         4,940,000                       2        96.4        4/1/2007         110                         18          427
  2.22         4,870,000                       2        98.9        4/1/2007         87                          26          501
  2.23         4,860,000                       2        87.9        4/1/2007         99                          30          516
  2.24         4,830,000                       2        94.7        4/1/2007         131                         27          415
  2.25         4,800,000                       2        95.8        4/1/2007         72
  2.26         4,730,000                       2        92.1        4/1/2007         63                          19          697
  2.27         4,650,000                       2        97.8        4/1/2007         91                          27          469
  2.28         4,650,000                       2        88.6        4/1/2007         149                         43          396
  2.29         4,610,000                       2        95.1        4/1/2007         81                          25          512
  2.30         4,580,000                       2        88.9        4/1/2007         72
  2.31         4,430,000                       2        87.5        4/1/2007         96                          19          472
  2.32         4,430,000                       2        85.7        4/1/2007         133                         21          396
  2.33         4,380,000                       2        81.7        4/1/2007         115                         19          406
  2.34         4,320,000                       2        98.8        4/1/2007         80
  2.35         4,280,000                       2        90.9        4/1/2007         77                           8          453
  2.36         4,240,000                       2        94.0        4/1/2007         100                         10          438
  2.37         3,900,000                       2        91.4        4/1/2007         70                           6          505
  2.38         3,810,000                       2        88.9        4/1/2007         63
  2.39         3,800,000                       2        95.6        4/1/2007         68                          23          499
  2.40         3,740,000                       2        91.6        4/1/2007         83                           8          462
  2.41         3,700,000                       2        89.7        4/1/2007         78                          23          488
  2.42         3,640,000                       2        90.1        4/1/2007         81                          17          445
  2.43         3,600,000                       2        93.9        4/1/2007         82                           8          451
  2.44         3,560,000                       2        97.0        4/1/2007         100                         27          384
  2.45         3,450,000                       2        90.9        4/1/2007         66                          10          502
  2.46         3,430,000                       2        90.8        4/1/2007         76                          23          458
  2.47         3,360,000                       2        92.9        4/1/2007         70                           8          449
  2.48         3,320,000                       2        96.4        4/1/2007         56                          11          530
  2.49         3,320,000                       2        94.7        4/1/2007         75
  2.50         3,180,000                       2       100.0        4/1/2007         64                           6          402
  2.51         3,150,000                       2        86.2        4/1/2007         58                           7          441
  2.52         3,120,000                       2        94.4        4/1/2007         71                          13          428
  2.53         3,080,000                       2        94.9        4/1/2007         78                           8          374
  2.54         3,020,000                       2        94.8        4/1/2007         77                          23          430
  2.55         3,000,000                       2        87.1        4/1/2007         62                           6          485
  2.56         3,000,000                       2        92.7        4/1/2007         55                           6          487
  2.57         3,000,000                       2        90.5        4/1/2007         74                           2          545
  2.58         2,910,000                       2        96.7        4/1/2007         61                           7          399
  2.59         2,880,000                       2        95.0        4/1/2007         60                           6          422
  2.60         2,820,000                       2        83.1        4/1/2007         124                         38          349
  2.61         2,640,000                       2        98.3        4/1/2007         60                           6          430
  2.62         2,640,000                       2        95.0        4/1/2007         60                           6          457
  2.63         2,640,000                       2        96.9        4/1/2007         64                           8          393
  2.64         2,560,000                       2        98.0        4/1/2007         51                           6          470
  2.65         2,540,000                       2        93.8        4/1/2007         80                          16          424
  2.66         2,410,000                       2        82.9        4/1/2007         70
  2.67         2,400,000                       2        94.7        4/1/2007         57                           6          359
  2.68         2,400,000                       2        98.3        4/1/2007         59                           6          431
  2.69         2,360,000                       2        95.0        4/1/2007         60                          18          416
  2.70         2,320,000                       2        84.6        4/1/2007         52
  2.71         2,240,000                       2        97.9        4/1/2007         47
  2.72         2,220,000                       2        90.0        4/1/2007         60                          12          421
  2.73         2,080,000                       2        94.4        4/1/2007         54                           6          322
  2.74         2,080,000                       2        92.7        4/1/2007         55
  2.75         2,080,000                       2        96.7        4/1/2007         60                           6          402
  2.76         1,920,000                       2        96.0        4/1/2007         50                          15          413
  2.77         1,730,000                       2        92.0        4/1/2007         50                           4          337
  2.78         1,680,000                       2        95.8        4/1/2007         48                           5          393
  2.79         1,410,000                       2        95.1        4/1/2007         41                           4          391
   10        130,500,000      44,938.02        2        86.0        3/9/2007        2,904
  10.01       16,900,000                       2        86.7        3/9/2007         352
  10.02       15,050,000                       2        89.5        3/9/2007         305
  10.03       14,400,000                       2        89.9        3/9/2007         208
  10.04       13,925,000                       2        72.6        3/9/2007         372
  10.05       13,200,000                       2        88.6        3/9/2007         264
  10.06       11,900,000                       2        90.8        3/9/2007         196
  10.07       11,550,000                       2        80.8        3/9/2007         433
  10.08       11,400,000                       2        78.6        3/9/2007         266
  10.09       11,250,000                       2        96.3        3/9/2007         244
  10.10        5,475,000                       2        96.9        3/9/2007         128
  10.11        5,450,000                       2        97.8        3/9/2007         136
   15         55,000,000      45,529.80        2        93.1       4/26/2007        1,208           376
  15.01       52,120,000                       2        93.4       4/26/2007        1,096           386
  15.02        2,880,000                       2        90.2       4/26/2007         112            275
   30         25,500,000      62,653.56        2        98.0        2/9/2007         407
   33         22,600,000     104,629.63        2        92.6        6/4/2007         216
   34         22,500,000      66,964.29        2        94.9        5/5/2007         336
   38         20,160,000     112,000.00        2        98.9       3/14/2007         180
   39         20,000,000      90,909.09        2        85.9       5/10/2007         220
   44         19,550,000      77,888.45        2       100.0       1/31/2007         251            644
   50         18,160,000      89,019.61        2        96.4       1/31/2007         204
   51         17,586,684      50,536.45        2        93.4        5/8/2007         348
   52         17,400,000      93,548.39        2        94.6       6/15/2007         186
   54         17,160,000     130,000.00        2        95.5       5/30/2007         132                          4         1,100
   62         14,760,000     123,000.00        2        96.5       1/31/2007         120
   65         14,000,000      56,451.61        2        96.0       4/30/2007         248
   74         11,845,000     123,385.42        2        96.9       1/31/2007         96
   75         11,500,000      68,452.38        2        95.2        5/1/2007         168
   79         10,950,000      34,326.02        2        92.0        2/7/2007         319            351
   81         10,300,000      23,897.91        2        90.3       3/31/2007         431            280
   82         10,300,000      78,030.30        2        93.9       6/22/2007         132
   85         10,000,000      32,573.29        2        91.9       4/12/2007         307            312
   87          9,979,097      51,974.47        2        97.4        6/4/2007         192
   103         8,400,000      42,000.00        2        95.5        4/1/2007         200
   109         7,500,000      39,062.50        2        97.4        4/3/2007         192
 109.01        5,000,000                       2        98.4        4/3/2007         128
 109.02        2,500,000                       2        95.3        4/3/2007         64
   127         6,200,000      21,527.78        2        96.2       3/20/2007         288
   128         6,099,000      62,234.69        2       100.0       9/30/2006         98             594
   137         5,000,000      32,894.74        2        96.7        5/1/2007         152
   149         4,600,000      31,081.08        2        95.9       4/17/2007         148
   150         4,500,000      62,500.00        2       100.0       4/24/2007         72
   157         4,200,000      48,275.86        2       100.0       1/31/2007         87             483
   162         3,997,269      27,758.81        2        91.0       5/22/2007         144
   172         3,793,278      63,221.31        2       100.0        3/1/2007         60
 172.01        1,597,170                       2       100.0        3/1/2007         24
 172.02          918,373                       2       100.0        3/1/2007         16
 172.03          638,868                       2       100.0        3/1/2007         10
 172.04          638,868                       2       100.0        3/1/2007         10
   180         3,267,000      35,901.10        2        96.7       3/26/2007         91                          11          439
   183         3,180,963     122,344.71        2       100.0        6/1/2007         26
 183.01        2,604,701                       2       100.0        6/1/2007         20
 183.02          576,261                       2       100.0        6/1/2007          6
   189         2,865,000      71,625.00        2        90.0       2/28/2007         40
   190         2,794,680      57,034.29        2       100.0       4/15/2007         49
   192         2,650,000      35,810.81        2        95.9        4/3/2007         74
   195         2,468,369      22,645.58        2       100.0        3/1/2007         109            290
   198         2,350,000      25,000.00        2        97.9        3/7/2007         94             300
   200         2,300,000      11,917.10        2        92.2       4/13/2007         193            290
   203         2,250,000      26,785.71        2        94.0       2/21/2007         84
   216         2,000,000      20,618.56        2       100.0       1/31/2007         97             273
   236         1,648,488      31,701.70        2       100.0        5/9/2007         52
   242         1,597,033      49,907.29        2       100.0       4/15/2007         32
   255         1,380,000      28,750.00        2        97.9       5/12/2007         48
   256         1,360,000      28,333.33        2        95.8       2/28/2007         48
   258         1,297,574      54,065.56        2       100.0       2/15/2007         24
   260         1,246,647      15,203.01        2       100.0       2/28/2007         82             258
   264         1,067,253      44,468.87        2        91.7       2/27/2007         24
   265         1,007,407      41,975.29        2        91.7       2/26/2007         24
   268           960,000      34,285.71        2       100.0       4/17/2007         28


                  1 BEDROOM               2 BEDROOM         3 BEDROOM             4 BEDROOM
           ----------------------- -------------------- -------------------   -------------------
              #     AVG RENT PER     #    AVG RENT PER    #    AVG RENT PER     #    AVG RENT PER   UTILITIES   ELEVATOR
 LOAN #     UNITS     MO. ($)      UNITS     MO. ($)    UNITS    MO. ($)      UNITS     MO. ($)    TENANT PAYS  PRESENT
-------------------------------------------------------------------------------------------------------------------------

    1       5,493       553        1,279       721        8        812                               E,W,S        No
  1.01       230        506          13        746        1        734                               E,W,S        No
  1.02       129        592          26        716                                                   E,W,S        No
  1.03       157        586          27        743                                                   E,W,S        No
  1.04                              127        877                                                   E,W,S        No
  1.05       100        654          19        793                                                   E,W,S        No
  1.06       100        681          10        849                                                   E            No
  1.07       172        535          20        698        1        769                               E,W,S        No
  1.08       134        471          27        616                                                   E,W,S        No
  1.09       86         676          10        786        1        859                               E,W,S        No
  1.10       152        530          16        676                                                   E,W,S        No
  1.11       120        544          17        709                                                   E,W,S        No
  1.12       117        573          13        681                                                   E,W,S        No
  1.13       97         578          23        738                                                   E,W,S        No
  1.14       138        421          21        615                                                   E,W,S        No
  1.15       61         723          8         863                                                   E,W,S        No
  1.16       96         559          24        713                                                   E            No
  1.17       74         603          26        744                                                   E            No
  1.18       60         710          7         860                                                   E,W,S        No
  1.19       62         642          14        798                                                   E,W,S        No
  1.20       74         726          27        883        1        950                               E,W,S        No
  1.21       87         633          23        835        1        999                               E            No
  1.22       87         511          17        678                                                   E,W,S        No
  1.23       100        490          19        635                                                   E,W,S        No
  1.24       93         461          55        577                                                   E,W,S        No
  1.25       93         457          22        594                                                   E,W,S        No
  1.26       80         526          14        664                                                   E,W,S        No
  1.27       26         685          55        799                                                   E            No
  1.28       67         610          20        810                                                   E,W,S        No
  1.29       93         528          8         676                                                   E,W,S        No
  1.30       90         533          15        641                                                   E,W,S        No
  1.31       81         576          13        710                                                   E,W,S        No
  1.32       80         535          19        654                                                   E,W,S        No
  1.33       83         521          24        666                                                   E            No
  1.34       73         578          17        746                                                   E            No
  1.35       48         516          22        627                                                   E,W,S        No
  1.36       53         621          7         769                                                   E,W,S        No
  1.37       59         725          13        894                                                   E,W,S        No
  1.38       41         726          26        888                                                   E,W,S        No
  1.39       55         628          5         774                                                   E            No
  1.40       80         500          16        660                                                   E,W,S        No
  1.41       65         552          5         691                                                   E,W,S        No
  1.42       52         572          13        690                                                   E,W,S        No
  1.43       52         570          13        727                                                   E,W,S        No
  1.44       51         662          12        805                                                   E,W,S        No
  1.45       47         577          5         699                                                   E,W,S        No
  1.46       59         470          16        663                                                   E,W,S        No
  1.47       59         505          16        644                                                   E,W,S        No
  1.48       64         588          4         781                                                   E,W,S        No
  1.49       54         627          14        737                                                   E,W,S        No
  1.50       80         481          11        654        1        750                               E,W,S        No
  1.51       46         538          5         685                                                   E,W,S        No
  1.52       50         510          6         660                                                   E,W,S        No
  1.53       64         501          17        658                                                   E,W,S        No
  1.54       55         457          15        541                                                   E,W,S        No
  1.55       46         682          10        799                                                   E,W,S        No
  1.56       55         490          12        606                                                   E,W,S        No
  1.57       57         518          5         699                                                   E            No
  1.58       50         565          13        678                                                   E,W,S        No
  1.59       50         524          6         717                                                   E,W,S        No
  1.60       47         492          13        600                                                   E,W,S        No
  1.61       38         607          10        716                                                   E,W,S        No
  1.62       55         471          18        691                                                   E            No
  1.63       37         547          12        669                                                   E,W,S        No
  1.64       48         510          5         675                                                   E,W,S        No
  1.65       50         539          14        656                                                   E,W,S        No
  1.66       46         541          7         730                                                   E,W,S        No
  1.67       37         554          10        679                                                   E,W,S        No
  1.68       45         538          14        700                                                   E            No
  1.69       42         515          12        729                                                   E,W,S        No
  1.70       42         530          4         706        1        769                               E,W,S        No
  1.71       39         508          5         680                                                   E            No
  1.72       50         493          6         643                                                   E            No
  1.73       46         477          13        559                                                   E,W,S        No
  1.74       42         466          12        555                                                   E,W,S        No
  1.75       34         526          10        703                                                   E,W,S        No
  1.76       32         514          10        628                                                   E            No
  1.77       44         458          12        610                                                   E,W,S        No
  1.78       35         472          9         584        1        665                               E,W,S        No
    2       4,864       564         941        696       13        797                               E,W,S        No
  2.01       108        716          17        863        1        925                               E,W,S        No
  2.02       159        628          45        781                                                   E            No
  2.03       168        508          39        645                                                   E,W,S        No
  2.04       113        748          7         897                                                   E,W,S        No
  2.05       76         872          10       1,062                                                  E,W,S        No
  2.06       92         855          6        1,054                                                  E            No
  2.07       62         709          8         868                                                   E,W,S        No
  2.08       79         522          23        688                                                   E,W,S        No
  2.09       83         634          19        782                                                   E,W,S        No
  2.10       47         633          19        756        4        850                               E            No
  2.11       79         563          10        695                                                   E,W,S        No
  2.12       100        487          10        633                                                   E            No
  2.13       98         522          16        695                                                   E,W,S        No
  2.14       97         530          18        704                                                   E            No
  2.15       86         489          27        614                                                   E,W,S        No
  2.16       68         651          8         784                                                   E,W,S        No
  2.17       67         668          9         811                                                   E,W,S        No
  2.18       84         578          13        749                                                   E,W,S        No
  2.19       47         712          13        888                                                   E,W,S        No
  2.20       97         465          2         679                                                   E,W,S        No
  2.21       75         533          17        677                                                   E,W,S        No
  2.22       55         613          6         777                                                   E,W,S        No
  2.23       63         594          5         757        1        794                               E,W,S        No
  2.24       87         499          16        672        1        719                               E,W,S        No
  2.25       68         647          4         808                                                   E            No
  2.26       41         864          3        1,095                                                  E,W,S        No
  2.27       57         561          7         723                                                   E,W,S        No
  2.28       95         488          11        610                                                   E            No
  2.29       49         610          7         773                                                   E,W,S        No
  2.30       66         749          5         901        1        960                               E,W,S        No
  2.31       66         584          11        704                                                   E,W,S        No
  2.32       97         469          15        592                                                   E,W,S        No
  2.33       78         497          17        627        1        690                               E,W,S        No
  2.34       64         517          16        606                                                   G,E,W,S      No
  2.35       53         561          16        694                                                   E,W,S        No
  2.36       70         525          20        681                                                   E,W,S        No
  2.37       50         595          14        720                                                   E,W,S        No
  2.38       51         587          11        742        1        809                               E,W,S        No
  2.39       40         616          5         745                                                   E,W,S        No
  2.40       59         540          16        709                                                   E,W,S        No
  2.41       50         581          5         779                                                   E,W,S        No
  2.42       59         567          5         758                                                   E,W,S        No
  2.43       58         513          16        610                                                   E,W,S        No
  2.44       68         468          5         665                                                   E,W,S        No
  2.45       38         651          18        757                                                   E            No
  2.46       48         573          5         641                                                   E,W,S        No
  2.47       50         501          12        655                                                   E,W,S        No
  2.48       40         594          5         774                                                   E,W,S        No
  2.49       59         624          16        799                                                   E            No
  2.50       46         481          12        640                                                   E,W,S        No
  2.51       39         523          12        652                                                   E,W,S        No
  2.52       53         495          5         659                                                   E            No
  2.53       54         478          16        624                                                   E,W,S        No
  2.54       49         508          5         660                                                   E,W,S        No
  2.55       46         563          10        688                                                   E,W,S        No
  2.56       43         576          6         770                                                   E,W,S        No
  2.57       66         533          6         738                                                   E,W,S        No
  2.58       41         482          13        618                                                   E,W,S        No
  2.59       42         453          12        588                                                   E,W,S        No
  2.60       80         457          4         629        2        666                               E,W,S        No
  2.61       42         449          12        555                                                   E,W,S        No
  2.62       42         526          12        635                                                   E,W,S        No
  2.63       43         507          13        661                                                   E,W,S        No
  2.64       35         545          10        689                                                   E,W,S        No
  2.65       56         491          8         639                                                   E,W,S        No
  2.66       58         446          12        560                                                   E,W,S        No
  2.67       39         427          12        558                                                   E,W,S        No
  2.68       41         518          12        661                                                   E            No
  2.69       38         543          4         688                                                   E,W,S        No
  2.70       16         577          36        694                                                   E            No
  2.71       39         489          8         717                                                   E            No
  2.72       40         500          8         678                                                   E,W,S        No
  2.73       38         386          10        543                                                   E,W,S        No
  2.74       41         435          14        544                                                   E,W,S        No
  2.75       42         453          12        614                                                   E            No
  2.76       32         498          2         663        1        735                               E,W,S        No
  2.77       36         399          10        558                                                   E,W,S        No
  2.78       34         511          9         631                                                   E,W,S        No
  2.79       29         482          8         636                                                   E,W,S        No
   10        946        590        1,654       720       304       872                               Various      No
  10.01      144        528         208        706                                                   G,E,W,S      No
  10.02      111        602         170        705       24        869                               G,E,W,S      No
  10.03      44         740         164        845                                                   G,E,W,S      No
  10.04      48         577         224        765       100       981                               G,E,W,S      No
  10.05      50         592         194        753       20        920                               G,E,W,S      No
  10.06      36         700         160        770                                                   G,E,W,S      No
  10.07      173        551         224        576       36        754                               E            No
  10.08      144        617          50        732       72        824                               E            No
  10.09      80         645         144        728       20        835                               G,E,W,S      No
  10.10      52         536          76        622                                                   G,E,W,S      No
  10.11      64         577          40        689       32        769                               G,E,W,S      No
   15                                                                                                G,E,W,S      No
  15.01                                                                                              G,E,W,S      No
  15.02                                                                                              G,E,W,S      No
   30        307        663          91        865        9       1,333                              G,E          No
   33        72         852         112       1,001      32       1,221                              E,W,S        No
   34        80         705         202        797       54        924                               E,W,S        No
   38        12         910          36       1,240      84       1,650        48        2,150       E,W          No
   39        50         766         126        963       44       1,163                              E,W,S        No
   44                                                                                                G,E,W        No
   50                                48       1,050      84       1,410        72        1,520       E            No
   51        116        675         232        891                                                   E            No
   52        38         677          70        862       76       1,039         2        1,520       E            No
   54        64        1,285         64       1,570                                                  E            Yes
   62                                                                          120       1,820       E,W,S        No
   65        160        542          88        695                                                   G,E,W,S      No
   74                                                                          96        1,640       E,W,S        No
   75        56         814          84        971       28       1,082                              E,W,S        No
   79                                                                                                G,E,W        No
   81                                                                                                G,E,W        No
   82        44         770          88        890                                                   E            No
   85                                                                                                G,E,W,S      No
   87        64         543         128        693                                                   E            No
   103       70         530         105        660       25        760                               E            No
   109       76         553         116        656                                                   E            No
 109.01      64         555          64        692                                                   E            No
 109.02      12         545          52        612                                                   E            No
   127       248        353          40        488                                                   E            No
   128                                                                                               G,E,W        No
   137       64         520          88        575                                                   E            No
   149       88         483          56        592        4        745                               E,W          No
   150                               72        673                                                   G,E,W,S      No
   157                                                                                               G,E,W        No
   162       64         461          80        606                                                   E            No
   172                               60        745                                                   Various      No
 172.01                              24        745                                                   G,E,W,S      No
 172.02                              16        745                                                   G,E          No
 172.03                              10        745                                                   G,E          No
 172.04                              10        745                                                   E,W,S        No
   180                               80        609                                                                No
   183                                                                         26        1,337                    No
 183.01                                                                        20        1,400                    No
 183.02                                                                         6        1,125                    No
   189                               40        920                                                                No
   190                               49        725                                                   E,W,S        No
   192       16         435          40        501       18        569                               E            No
   195                                                                                               E            No
   198                                                                                               G,E          No
   200                                                                                               G,E,W,S      No
   203       48         481          28        655        8        849                               E,W,S        No
   216                                                                                               E            No
   236       16         465          24        605       12        700                               G,E          Yes
   242                               32        725                                                   E,W,S        No
   255       36         558          12        665                                                                No
   256       20         510          20        600        8        680                               G,E          No
   258                               24        722                                                   G,E,W        No
   260                                                                                               G,E,S        No
   264                               24        642                                                   E            No
   265                               24        643                                                   G            No
   268       28         632                                                                          E            Yes

Footnotes to Annex B

1.  MLML - Merrill Lynch Mortgage Lending, Inc., GECC - General Electric Capital Corporation, LaSalle Bank National Association, WFB - Wells Fargo Bank, National Association.
2.  With respect to mortgage loan 51, the loan has been amortizing since the first payment date on December 1, 2002. The loan documents have since been amended to provide, and the U/W DSCR has been calculated based on, interest only payments for the balance of the loan term from and after the Closing Date. 




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     ANNEX C

                PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET*

           * (CONTAINS DESCRIPTION OF THE TEN LARGEST MORTGAGE LOANS)


                                       C-1


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]




The depositor has filed a registration statement (including a prospectus) with
the SEC (SEC File No. 333-142235) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration
statement and other documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing entity and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling toll free 866-500-5408.

[Merrill Lynch LOGO]           [WELLS FARGO LOGO]            [LaSalle Bank LOGO]

                PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
                          $3,771,672,000 (APPROXIMATE)

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
       CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A,
                CLASS AM, CLASS AJ, CLASS B, CLASS C AND CLASS D
--------------------------------------------------------------------------------
                      MERRILL LYNCH MORTGAGE TRUST 2007-C1

                                 Issuing Entity

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                      GENERAL ELECTRIC CAPITAL CORPORATION
                        LASALLE BANK NATIONAL ASSOCIATION
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                        Mortgage Loan Sellers & Sponsors
                    KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                Master Servicers

                            CENTERLINE SERVICING INC.
                                Special Servicer

                         U.S. BANK NATIONAL ASSOCIATION
                                     Trustee

                        LASALLE BANK NATIONAL ASSOCIATION
                                    Custodian

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                            Certificate Administrator

                                  JULY 13, 2007

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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 THAT IS INCONSISTENT WITH THE INFORMATION IN THIS
MATERIAL. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY ANY CONTRARY
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.

          NOTICE RELATING TO AUTOMATICALLY GENERATED E-MAIL DISCLAIMERS

Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached are not applicable to these materials and should
be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of these materials having been sent via
Bloomberg or another e-mail system.

                               MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.                                              MORGAN STANLEY



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------
OFFERED CERTIFICATES



                        INITIAL                         APPROX.
        EXPECTED      CERTIFICATE        APPROX.      PERCENTAGE
        RATINGS    PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL       WEIGHTED      PRINCIPAL   ASSUMED FINAL
       ----------     OR NOTIONAL         CREDIT       MORTGAGE        AVERAGE         WINDOW    DISTRIBUTION
CLASS  FITCH  S&P      AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(3)  (MONTHS)(3)     DATE(3)     RATE TYPE
-------------------------------------------------------------------------------------------------------------------------

 A-1    AAA   AAA  $   57,141,000        30.000%          1.401%         2.94          1 - 57      12-May-12        (4)
 A-2    AAA   AAA  $[498,929,000](2)     30.000%       [12.236]%         4.84         57 - 59      12-Jul-12        (4)
 A-3    AAA   AAA  $[452,217,000](2)     30.000%       [11.091]%         7.03         82 - 111     12-Nov-16        (4)
A-SB    AAA   AAA  $   91,341,000        30.000%          2.240%         7.47         59 - 116     12-Apr-17        (4)
 A-4    AAA   AAA  $  457,880,000(2)     30.000%         11.229%         9.81        116 - 118     12-Jun-17        (4)
A-1A    AAA   AAA  $1,296,730,000        30.000%         31.802%         8.85          1 - 118     12-Jun-17        (4)
 AM     AAA   AAA  $[407,749,000](2)     20.000%       [10.000]%         9.90        118 - 119     12-Jul-17        (4)
 AJ     AAA   AAA  $[336,392,000](2)     11.750%        [8.250]%         9.93        119 - 119     12-Jul-17        (4)
  B      AA    AA  $   86,647,000         9.625%          2.125%         9.93        119 - 119     12-Jul-17        (4)
  C     AA-   AA-  $   40,775,000         8.625%          1.000%         9.93        119 - 119     12-Jul-17        (4)
  D       A     A  $   45,871,000         7.500%          1.125%         9.95        119 - 120     12-Aug-17        (4)


NON-OFFERED CERTIFICATES(6)



                        INITIAL                         APPROX.
        EXPECTED      CERTIFICATE        APPROX.      PERCENTAGE
        RATINGS    PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL       WEIGHTED      PRINCIPAL   ASSUMED FINAL
       ----------     OR NOTIONAL         CREDIT       MORTGAGE        AVERAGE         WINDOW    DISTRIBUTION
CLASS  FITCH  S&P      AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(3)  (MONTHS)(3)     DATE(3)        RATE TYPE
-------------------------------------------------------------------------------------------------------------------------------

A-2FL   AAA   AAA  [           ](2)      30.000%       [      ]          4.84         57 - 59      12-Jul-12    LIBOR + [ ]%(4)
A-3FL   AAA   AAA  [           ](2)      30.000%       [      ]          7.03         82 - 111     12-Nov-16    LIBOR + [ ]%(4)
A-4FL   AAA   AAA  [           ](2)      30.000%       [      ]          9.81        116 - 118     12-Jun-17    LIBOR + [ ]%(4)
AM-FL   AAA   AAA  [           ](2)      20.000%       [      ]          9.90        118 - 119     12-Jul-17    LIBOR + [ ]%(4)
AJ-FL   AAA   AAA  [           ](2)      11.750%       [      ]          9.93        119 - 119     12-Jul-17    LIBOR + [ ]%(4)
  E      A-    A-  $   45,872,000         6.375%        1.125%          10.01        120 - 120     12-Aug-17                (4)
  F     BBB+  BBB+ $   50,969,000         5.125%        1.250%          10.01        120 - 120     12-Aug-17                (4)
  G     BBB   BBB  $   40,775,000         4.125%        1.000%          10.01        120 - 120     12-Aug-17                (4)
  H     BBB-  BBB- $   40,774,000         3.125%        1.000%          10.01        120 - 120     12-Aug-17                (4)
  J     BB+    BB+ $   15,291,000         2.750%        0.375%          10.16        120 - 131     12-Jul-18                (4)
  K     BB     BB  $   15,291,000         2.375%        0.375%          10.93        131 - 131     12-Jul-18                (4)
  L     BB-   BB-  $   10,193,000         2.125%        0.250%          10.93        131 - 131     12-Jul-18                (4)
  M      B+    B+  $   10,194,000         1.875%        0.250%          10.93        131 - 131     12-Jul-18                (4)
  N      B     B   $   10,194,000         1.625%        0.250%          10.93        131 - 131     12-Jul-18                (4)
  P      B-    B-  $    5,096,000         1.500%        0.125%          10.93        131 - 131     12-Jul-18                (4)
  Q      NR    NR  $   61,163,260         0.000%        1.500%          11.36        131 - 143     12-Jul-19                (4)
  X     AAA   AAA  $4,077,484,260(5)       N/A           N/A             N/A            N/A           N/A          Variable


(1)  In the case of each such class, subject to a permitted variance of plus or
     minus 5.0%.

(2)  The principal allocations between each of the class A-2 and class A-2FL
     certificates, the class A-3 and class A-3FL certificates, the class A-4 and
     class A-4FL certificates, the class AM and class AM-FL certificates, and
     the class AJ and class AJ-FL certificates, respectively, will be determined
     by market demand up to the initial principal balance indicated on the
     respective fixed rate class.

(3)  As of the cut-off date. The weighted average life, principal window and
     assumed final distribution date were calculated assuming no prepayments
     will be made on the mortgage loans prior to their related maturity dates
     (except in the case of loans with anticipated repayment dates ("ARD
     loans"), which are assumed to prepay on their anticipated repayment dates)
     and the other Modeling Assumptions that will be described in the offering
     prospectus.

(4)  The pass-through rates on the class A-1, A-2, A-3, A-SB, A-4, A-1A, AM, AJ,
     B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates will equal any one
     of (i) a fixed rate, (ii) the weighted average of certain net mortgage
     rates on the mortgage loans (in each case adjusted, if necessary, to accrue
     on the basis of a 360-day year consisting of twelve 30-day months), (iii) a
     rate equal to the lesser of a specified pass-through rate and the weighted
     average of certain net mortgage rates on the mortgage loans (in each case
     adjusted, if necessary, to accrue on the basis of a 360-day year consisting
     of twelve 30-day months) and (iv) the weighted average of certain net
     mortgage rates on the mortgage loans (in each case adjusted, if necessary,
     to accrue on the basis of a 360-day year consisting of twelve 30-day
     months) less a specified percentage. By virtue of the related interest rate
     swap agreements, the pass-through rate for the class A-2FL, A-3FL, A-4FL,
     AM-FL and AJ-FL certificates will be based on one month LIBOR plus a
     specified margin; provided that interest payments made under the related
     swap agreement may be subject to reduction (thereby resulting in an
     effective pass-through rate below LIBOR plus a specified margin). The
     initial LIBOR rate will be determined prior to closing and subsequent LIBOR
     rates will be determined two LIBOR business days before the start of each
     class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL interest accrual period. Under
     certain circumstances, the pass-through rate for class A-2FL, A-3FL, A-4FL,
     AM-FL and AJ-FL certificates may convert to a rate described herein in
     clauses (i), (ii), (iii) or (iv) of the first sentence of this footnote
     (4). None of the holders of offered certificates will have any beneficial
     interest in any swap agreement.

(5)  The class X certificates will not have a certificate principal balance and
     their holders will not receive distributions of principal, but such holders
     will be entitled to receive payments of the aggregate interest accrued on
     the notional amount of each of the components of the class X certificates.

(6)  Not offered pursuant to the offering prospectus. Any information provided
     herein regarding the characteristics of these classes of certificates is
     provided only to enhance your understanding of the offered certificates.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

TRANSACTION TERMS
--------------------------------------------------------------------------------

ISSUE TYPE          Sequential pay REMIC. Class A-1, Class A-2, Class A-3, Class
                    A-SB, Class A-4, Class A-1A, Class AM, Class AJ, Class B,
                    Class C and Class D certificates are offered publicly. All
                    other certificates will be privately placed with qualified
                    institutional buyers, institutional accredited investors or
                    non-U.S. persons in accordance with Regulation S.

CUT-OFF DATE        References in this term sheet to the "cut-off date" mean,
                    with respect to each mortgage loan, the related due date of
                    that mortgage loan in August 2007 or, with respect to those
                    mortgage loans, if any, that have their respective first
                    payment dates in September 2007, August 1, 2007.

OFFERING TERMS      The commercial mortgage-backed securities referred to in
                    this term sheet, and the mortgage pool backing them, are
                    subject to modification or revision (including the
                    possibility that one or more classes of securities may be
                    split, combined or eliminated at any time prior to issuance
                    or availability of a final prospectus) and are offered on a
                    "when, as and if issued" basis. You understand that, when
                    you are considering the purchase of these securities, a
                    contract of sale will come into being no sooner than the
                    date on which the relevant class has been priced and we have
                    confirmed the allocation of securities to be made to you.
                    Any "indications of interest" expressed by you, and any
                    "soft circles" generated by us, will not create binding
                    contractual obligations for you or us.

MORTGAGE POOL       The mortgage pool consists of 271 mortgage loans with an
                    aggregate initial mortgage pool balance of $4,077,484,261,
                    subject to a variance of plus or minus 5.0%. The mortgage
                    loans are secured by 548 mortgaged real properties located
                    throughout 44 states, Puerto Rico and the District of
                    Columbia.

LOAN GROUPS         For purposes of making distributions to the class A-1, A-2,
                    A-2FL, A-3, A-3FL, A-SB, A-4, A-4FL and A-1A certificates,
                    the pool of mortgage loans will be deemed to consist of two
                    distinct groups, loan group 1 and loan group 2. Loan group 1
                    will consist of 219 mortgage loans, representing
                    approximately 68.2% of the initial mortgage pool balance and
                    that are secured by the various property types that make up
                    the collateral for those mortgage loans, and loan group 2
                    will consist of 52 mortgage loans, representing
                    approximately 31.8% of the initial mortgage pool balance and
                    that are secured by multifamily and manufactured housing
                    community properties (approximately 92.2% of all the
                    mortgaged properties secured by multifamily and manufactured
                    housing community properties).

ISSUING ENTITY      Merrill Lynch Mortgage Trust 2007-C1

DEPOSITOR           Merrill Lynch Mortgage Investors, Inc.



MORTGAGE LOAN       Merrill Lynch Mortgage Lending, Inc. (MLML)....   43.9% of the initial mortgage pool balance
SELLERS/SPONSORS    General Electric Capital Corporation (GECC)....   21.9% of the initial mortgage pool balance
                    LaSalle Bank National Association (LaSalle)....   18.1% of the initial mortgage pool balance
                    Wells Fargo Bank, National Association (WFB)...   16.1% of the initial mortgage pool balance


UNDERWRITERS        Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman,
                    Sachs & Co. and Morgan Stanley & Co. Incorporated

TRUSTEE             U.S. Bank National Association

CERTIFICATE         Wells Fargo Bank, National Association
ADMINISTRATOR

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

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

CUSTODIAN           LaSalle Bank National Association

MASTER SERVICERS    Wells Fargo Bank, National Association, with respect to the
                    mortgage loans sold to the depositor by General Electric
                    Capital Corporation and itself (Wells Fargo Bank, National
                    Association) and KeyCorp Real Estate Capital Markets, Inc.,
                    with respect to mortgage loans sold to the depositor by
                    Merrill Lynch Mortgage Lending, Inc. and LaSalle Bank
                    National Association.

                    The 600 West Chicago mortgage loan will be serviced and
                    administered by Wachovia Bank, National Association pursuant
                    to the Citigroup Commercial Mortgage Trust, Commercial
                    Mortgage Pass-Through Certificates, Series 2007-C6 pooling
                    and servicing agreement.

SPECIAL SERVICER    Centerline Servicing Inc.

RATING AGENCIES     Fitch, Inc.

                    Standard & Poor's Ratings Services, a division of The
                    McGraw-Hill Companies, Inc.

DENOMINATIONS       $25,000 minimum for the offered certificates.

CLOSING DATE        On or about August 7, 2007.

SETTLEMENT TERMS    Book-entry through DTC for all offered certificates.

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

DISTRIBUTION DATE   The fourth business day following the related Determination
                    Date, beginning in September 2007.

DAY COUNT           All classes will accrue on a 30/360 basis except the
                    non-offered classes A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
                    which will accrue on the basis of the actual number of days
                    elapsed and a 360-day year.


INTEREST            Each class of certificates will be entitled on each
DISTRIBUTIONS       distribution date to interest accrued during the prior
                    calendar month at its pass-through rate for such
                    distribution date on the outstanding certificate balance of
                    such class immediately prior to such distribution date;
                    provided that, for so long as the related swap agreement is
                    in effect and no payment default is continuing thereunder,
                    the interest accrual period for the class A-2FL, A-3FL,
                    A-4FL, AM-FL and AJ-FL certificates will, for each
                    distribution date, begin on the prior distribution date (or,
                    in the case of the initial such interest accrual period, on
                    the closing date) and end on the business day preceding the
                    subject distribution date. Interest on the offered
                    certificates will be calculated on the basis of twelve
                    30-day months and a 360-day year (or, in the case 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 no
                    payment default is continuing thereunder, the actual number
                    of days during each related interest accrual period in a
                    year assumed to consist of 360 days). Subject to available
                    funds, distributions of interest will be made with respect
                    to the following classes of certificates in the following
                    order on each distribution date: first, the class A-1, A-2,
                    A-2FL, A-3, A-3FL, A-SB, A-4, A-4FL, A-1A and X
                    certificates, pro rata and pari passu; second, the class AM
                    and AM-FL certificates, pro rata and pari passu; third, the
                    class AJ and AJ-FL certificates, pro rata and pari passu;
                    and then the respective remaining classes of certificates
                    with principal balances, sequentially in alphabetical order
                    of class designation. In general, payments of interest in
                    respect of the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-4
                    and A-4FL certificates will be made to the extent 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 to the extent of available funds
                    attributable to the mortgage loans in loan group 2, and
                    payments of interest in respect of the class X certificates
                    will be made to the extent of available funds attributable
                    to mortgage loans in both loan groups. However, if the
                    application of available funds as described in the preceding
                    sentence would result in an interest shortfall to any of
                    those classes of certificates, then payments of interest
                    will be made with respect to

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                    all of those classes on a pro rata (based on amount of
                    interest accrued) and pari passu basis without regard to
                    loan groups. Furthermore, notwithstanding the foregoing,
                    payments of interest with respect to the class A-2FL, A-3FL,
                    A-4FL, AM-FL and AJ-FL certificates out of collections on
                    the mortgage loans will be calculated on a 30/360 basis at a
                    fixed coupon or a coupon calculated at the lesser of a
                    specified percentage and a weighted average coupon derived
                    from net interest rates on the mortgage loans, with such
                    interest to be exchanged under the related swap agreement
                    for interest calculated on an actual/360 basis at a
                    LIBOR-based rate. No class of certificates will provide
                    credit support for any failure on the part of the swap
                    counterparty to make any required payment under the swap
                    agreement. Interest payments with respect to the class
                    A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates may be
                    subject to reduction if the related regular interest is
                    subject to a cap equal to the weighted average of the net
                    interest rates on the mortgage loans and such weighted
                    average of the net interest rates on the mortgage loans
                    declines below the fixed rate per annum at which interest is
                    payable by the trust to the swap counterparty.

                    No class of offered certificates will have any beneficial
                    interest in any swap agreement.

PRINCIPAL           Except as described below, principal will be distributed on
DISTRIBUTIONS       each distribution date, to the extent of available funds, to
                    the most senior class of sequential pay certificates
                    outstanding until its certificate balance is reduced to
                    zero. Payments of principal will generally be made, to the
                    extent of available funds (i) to the class A-1 certificates,
                    the class A-2 and A-2FL certificates (on a pro rata and pari
                    passu basis), the class A-3 and A-3FL certificates (on a pro
                    rata and pari passu basis), the class A-SB certificates and
                    the class A-4 and A-4FL (on a pro rata and pari passu
                    basis), in that order, in an amount equal to the funds
                    received or advanced with respect to principal on mortgage
                    loans in loan group 1 and, after the principal balance of
                    the class A-1A certificates has been reduced to zero, the
                    funds received or advanced with respect to principal on
                    mortgage loans in loan group 2, in each case until the
                    principal balance of the subject class of certificates is
                    reduced to zero, and (ii) to the class A-1A certificates, in
                    an amount equal to the funds received or advanced with
                    respect to principal on mortgage loans in loan group 2 and,
                    after the principal balance of the A-4 and A-4FL
                    certificates have been reduced to zero, the funds received
                    or advanced with respect to principal on mortgage loans in
                    loan group 1, until the principal balance of the class A-1A
                    certificates is reduced to zero.

                    Notwithstanding the foregoing, on any distribution date as
                    of which the principal balance of the class A-SB
                    certificates is required to be paid down to its scheduled
                    principal balance for that distribution date in accordance
                    with a specified schedule that will be annexed to the final
                    prospectus supplement, distributions of principal will be
                    made, to the extent of available funds, to reduce the
                    principal balance of the class A-SB certificates to its
                    scheduled principal balance for the subject distribution
                    date, out of the funds received or advanced with respect to
                    principal on the mortgage loans in loan group 1 (prior to
                    any distributions of principal from those loan group 1 funds
                    to any other class of certificates on that distribution
                    date) and, after the principal balance of the class A-1A
                    certificates has been reduced to zero, out of the funds
                    received or advanced with respect to principal on mortgage
                    loans in loan group 2 (prior to any distributions of
                    principal with respect to the class A-1, A-2, A-2FL, A-3,
                    A-3FL, A-4 and A-4FL certificates on that distribution
                    date).

                    If, due to losses, the certificate balances of the class AM
                    and class AM-FL through class Q certificates are reduced to
                    zero, payments of principal to the class A-1, A-2, A-2FL,
                    A-3, A-3FL, A-SB, A-4, A-4FL and A-1A certificates (to the
                    extent that any two or more of these classes are
                    outstanding) will be made on a pro rata and pari passu
                    basis.

                    Following retirement of the class A-1, A-2, A-2FL, A-3,
                    A-3FL, A-SB, A-4, A-4FL and A-1A certificates, amounts
                    distributable as principal will be distributed on each
                    distribution date, to the extent of available funds, first
                    to the class AM and AM-FL certificates (on a pro rata and
                    pari passu

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                    basis), second to the class AJ and AJ-FL certificates (on a
                    pro rata and pari passu basis), and third to the class B, C,
                    D, E, F, G, H, J, K, L, M, N, P and Q certificates, in that
                    order, in each case until the related certificate balance of
                    the subject class of certificates is reduced to zero.

LOSSES              Losses realized on the mortgage loans and certain
                    default-related and other unanticipated expenses, if any,
                    will be allocated to the class Q, P, N, M, L, K, J, H, G, F,
                    E, D, C and B certificates, in that order, and then, on a
                    pro rata and pari passu basis, to the class AJ and AJ-FL
                    certificates, and then, on a pro rata and pari passu basis,
                    to the class AM and AM-FL certificates, and then, on a pro
                    rata and pari passu basis, to the class A-1, A-2, A-2FL,
                    A-3, A-3FL, A-SB, A-4, A-4FL and A-1A certificates.

PREPAYMENT          Any prepayment premiums or yield maintenance charges
PREMIUMS AND        collected will be distributed to certificate holders and/or
YIELD MAINTENANCE   the swap counterparty on the distribution date following the
CHARGES             collection period in which the prepayment premium was
                    received. On each distribution date, the holders of each
                    class of offered certificates and of the class A-2FL, A-3FL,
                    A-4FL AM-FL, AJ-FL (in the case of floating rate classes, in
                    the limited circumstances described below), E, F, G and H
                    certificates then entitled to principal distributions (to
                    the extent such prepayment premium or yield maintenance
                    charge is collected from mortgage loans in the loan group,
                    if applicable, from which such class of certificates is
                    receiving payments of principal) will be entitled to a
                    portion of prepayment premiums or yield maintenance charges
                    equal to the product of (a) the amount of such prepayment
                    premiums or yield maintenance charges, net of workout fees
                    and principal recovery fees payable therefrom, multiplied by
                    (b) 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 of such class of certificates (or, in
                    the case of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
                    certificates, the pass-through rate that would be payable
                    thereon without regard to the related interest rate swap
                    agreement as described under "Interest Distributions" above)
                    over the relevant discount rate, and the denominator of
                    which is equal to the excess, if any, of the mortgage
                    interest rate of the prepaid mortgage loan over the relevant
                    discount rate, multiplied by (c) a fraction, the numerator
                    of which is equal to the amount of principal distributable
                    on such class of certificates on that distribution date, and
                    the denominator of which is equal to the total principal
                    distribution amount for that distribution date; provided
                    that, if any of the class A-4 or class A-4FL on the one hand
                    and A-1A on the other hand were outstanding (prior to any
                    distributions) on such distribution date, then the number in
                    clause (c) will be a fraction, the numerator of which is
                    equal to the amount of principal distributable on the
                    subject class of certificates on such distribution date with
                    respect to the loan group that includes the prepaid mortgage
                    loan, and the denominator of which is equal to the portion
                    of the total principal distribution amount for such
                    distribution date that is attributable to the loan group
                    that includes the prepaid mortgage loan. However, as 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, A-3FL, A-4FL, AM-FL and AJ-FL certificates will be
                    payable to the respective swap counterparties.

                    The portion, if any, of the prepayment premiums or yield
                    maintenance charges remaining after any payments described
                    above will be distributed to the holders of the class X.

                    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 trust fund and losses realized in
                    respect of the mortgage loans previously allocated to any
                    class of certificates.

ADVANCES            The applicable master servicer (solely with respect to those
                    mortgage loans as to which it is acting as master servicer)
                    and, if it fails to do so, the trustee will be obligated to
                    make P&I advances and servicing advances, including advances
                    of delinquent property taxes and insurance, but only to the

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

                    extent that such advances are considered recoverable, and,
                    in the case of P&I advances, subject to appraisal reductions
                    (which are described below) that may occur.

APPRAISAL           If any of certain adverse events or circumstances described
REDUCTIONS          in the offering prospectus occur or exist with respect to
                    any mortgage loan or the mortgaged real property for any
                    mortgage loan, that mortgage loan will be considered a
                    required appraisal loan. An appraisal reduction will
                    generally be made in the amount, if any, by which the
                    principal balance of the required appraisal loan (plus other
                    amounts overdue or advanced in connection with such loan)
                    exceeds 90% of the appraised value of the related mortgaged
                    real property plus all escrows and reserves (including
                    letters of credit) held as additional collateral with
                    respect to the mortgage loan. As a result of calculating an
                    appraisal reduction amount for a given mortgage loan, the
                    interest portion of any P&I advance for such loan will be
                    reduced, which will have the effect of reducing the amount
                    of interest available for distribution to the certificates.

                    A required appraisal loan will generally cease to be a
                    required appraisal loan when the related mortgage loan has
                    been brought current for at least three consecutive months
                    and no other circumstances exist which would cause such
                    mortgage loan to be a required appraisal loan.

OPTIONAL            Each master servicer, the special servicer and certain
TERMINATION         certificate holders will have the option to terminate the
                    trust and retire the then outstanding certificates, in whole
                    but not in part, and purchase the remaining assets of the
                    trust on or after the distribution date on which the stated
                    principal balance of the mortgage loans is less than
                    approximately 1.0% of the initial mortgage pool balance.
                    Such purchase price will generally be at a price equal to
                    the unpaid aggregate principal balance of the mortgage
                    loans, plus accrued and unpaid interest and certain other
                    additional trust fund expenses, and the fair market value of
                    any REO properties acquired by the trust following
                    foreclosure.

                    In addition, if, following the date on which the total
                    principal balances of the class A-1, A-2, A-2FL, A-3, A-3FL,
                    A-SB, A-4, A-4FL, A-1A, AM, AM-FL, AJ, AJ-FL, B, C and D
                    certificates are reduced to zero, all of the remaining
                    certificates, except the class Y, Z, R-I and R-II
                    certificates, are held by the same certificate holder, 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, except the class 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.

CONTROLLING CLASS   The most subordinate class of principal balance certificates
                    that has a class certificate balance greater than 25% of its
                    original certificate balance will be the controlling class
                    of certificates; provided, however, that if no such class of
                    principal balance certificates satisfies such requirement,
                    the controlling class of certificates will be the most
                    subordinate class of principal balance certificates with a
                    class certificate balance greater than zero. The holder(s)
                    of certificates representing a majority interest in the
                    controlling class will have the right, subject to the
                    limitations and conditions described in the offering
                    prospectus, to replace the special servicer and select a
                    representative that may direct and advise the special
                    servicer on various servicing matters.

ERISA               The offered certificates are expected to be eligible for
                    purchase by employee benefit plans and other plans or
                    arrangements, subject to certain conditions.

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

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

CONTACTS

                               MERRILL LYNCH & CO.

                                  John Mulligan
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                    Max Baker
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                    Rich Sigg
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                  David Rodgers
                             (212) 449-3611 (Phone)
                              (212) 449-7684 (Fax)

                                  Aaron Wessner
                             (212) 449-8571 (Phone)
                              (212) 449-7684 (Fax)

                                 John Maggiacomo
                             (212) 449-0233 (Phone)
                              (212) 449-7684 (Fax)

                              GOLDMAN, SACHS & CO.

                                   Anthony Kim
                             (212) 357-7160 (Phone)
                              (212) 902-1691 (Fax)

                                  Scott Walter
                             (212) 357-8910 (Phone)
                              (212) 902-1691 (Fax)

                                 Russell Brocato
                             (212) 902-1070 (Phone)
                              (212) 902-1691 (Fax)

                        MORGAN STANLEY & CO. INCORPORATED

                                  Kara McShane
                             (212) 761-2164 (Phone)
                              (212) 507-5062 (Fax)

                                   Jon Miller
                             (212) 761-1317 (Phone)
                              (212) 507-6994 (Fax)

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
(THE SUM OF THE PERCENTAGE CALCULATIONS MAY NOT EQUAL 100% DUE TO ROUNDING.)

All numerical information provided with respect to the mortgage loans is
provided on an approximate basis. 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. 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 comprising the mortgage pool.
If any of the mortgage loans is secured by multiple mortgaged real properties,
the cut-off date principal balance has been allocated based on any of (i) an
individual property's appraised value as a percentage of the total appraised
value of all of 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 same mortgage loan and (iii) an allocated loan
balance specified in the related loan documents. Unless specifically indicated
otherwise (for example, with respect to loan-to-value and debt service coverage
ratios and cut-off date balances/unit of any mortgage loan that is part of a
loan combination that includes pari passu non-trust loans, in which case the
related pari passu non-trust loan is taken into account), statistical
information presented with respect to any mortgage loan in the trust that is
part of a loan combination excludes the related non-trust loan.

GENERAL CHARACTERISTICS



                                                                              ALL MORTGAGE        LOAN            LOAN
                                                                                  LOANS          GROUP 1         GROUP 2
                                                                             ----------------------------------------------

Initial mortgage pool balance..............................................  $4,077,484,261  $2,780,753,519  $1,296,730,742
Number of pooled mortgage loans............................................             271             219              52
Number of mortgaged properties.............................................             548             325             223
Percentage of investment grade loans(1)....................................             0.4%            0.7%            0.0%
Average cut-off date principal balance.....................................     $15,046,067     $12,697,505     $24,937,130
Largest cut-off date principal balance.....................................    $384,750,000    $280,000,000    $384,750,000
Smallest cut-off date principal balance....................................        $584,074        $584,074        $960,000
Weighted average mortgage interest rate....................................          5.8536%         5.8823%         5.7922%
Highest mortgage interest rate.............................................          7.0000%         7.0000%         6.4850%
Lowest mortgage interest rate..............................................          5.3800%         5.3800%         5.3900%
Number of cross collateralized mortgage loans..............................              10              10               0
Cross collateralized mortgage loans as % of IPB............................             4.5%            6.6%            0.0%
Number of multi property mortgage loans....................................              26              19               7
Multi property mortgage loans as a % of IPB................................            40.2%           26.0%           70.6%
Weighted average underwritten debt service coverage ratio(2)...............            1.32x           1.36x           1.22x
Maximum underwritten debt service coverage ratio(2)........................            2.38x           2.38x           1.99x
Minimum underwritten debt service coverage ratio(2)........................            1.06x           1.06x           1.08x
Weighted average cut-off date loan-to-value ratio(2).......................            73.9%           72.6%           76.8%
Maximum cut-off date loan-to-value ratio(2)................................            80.3%           80.3%           80.0%
Minimum cut-off date loan-to-value ratio(2)................................            27.8%           27.8%           40.3%
Weighted average remaining term to maturity or anticipated repayment
   date (months)...........................................................             104             103             108
Maximum remaining term to maturity or anticipated repayment date (months)..             143             143             120
Minimum remaining term to maturity or anticipated repayment date (months)..              51              51              57
Weighted average remaining amortization term (months)(3)...................             361             360             362
Maximum remaining amortization term (months)...............................             420             420             420
Minimum remaining amortization term (months)(3)............................             201             201             357


(1)  It has been confirmed by Fitch and S&P, in accordance with their respective
     methodologies, that the Encanto - SLB Puerto Rico mortgage loan has credit
     characteristics consistent with investment-grade rated obligations.

(2)  With respect to certain mortgage loans, the debt service coverage ratios
     and/or cut-off date loan to value ratios were calculated assuming the
     application of a holdback amount and/or a letter of credit in reduction of
     their respective cut-off date principal balances or taking into account
     various assumptions, including assumptions regarding the financial
     performance or value of the related mortgaged real property on a
     "stabilized" basis. For such mortgage loans, the information herein is not
     based on the actual "as-is" information.

(3)  Excludes mortgage loans that are interest-only for the entire term.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

                 PROPERTY TYPE BY STATE MATRIX FOR MORTGAGE POOL



                                                       % OF INITIAL MORTGAGE POOL BALANCE BY PROPERTY TYPE
                         % OF INITIAL  ----------------------------------------------------------------------------------
                        MORTGAGE POOL                                              SELF   MANUFACTURED  MIXED
STATE                      BALANCE     MULTIFAMILY  RETAIL  OFFICE  HOSPITALITY  STORAGE     HOUSING     USE   INDUSTRIAL
-------------------------------------------------------------------------------------------------------------------------

Georgia ..............       15.8           5.1      10.2     0.5        --         --         --         --       --
Florida ..............       14.5           6.1       1.5     4.6       0.7         --        0.9        0.6       --
California ...........       10.5           0.4       3.3     2.6        --        0.6        0.8        2.3      0.4
   Southern ..........        8.2           0.4       1.5     2.4        --        0.6        0.8        2.3      0.2
   Northern ..........        2.3            --       1.8     0.3        --         --         --         --      0.3
Texas ................        6.6           1.9       2.4     0.8       0.5        0.8        0.1         --      0.1
Ohio .................        5.9           3.7       0.4      --       0.3        0.0        1.3         --      0.0
Illinois .............        4.0           0.1       0.1     3.3       0.3        0.2         --         --       --
Virginia .............        4.0           0.6       0.9     0.2       2.3        0.1         --         --       --
Alabama ..............        3.3           0.6       1.4     1.4        --         --         --         --       --
Indiana ..............        3.1           2.6       0.1      --       0.2         --         --         --      0.2
District of Columbia..        3.1            --        --     3.1        --         --         --         --       --
New Jersey ...........        2.6            --       1.6     0.7       0.1        0.1         --         --      0.1
Arizona ..............        2.5           0.3       1.3     0.7        --        0.1        0.3         --       --
Maryland .............        2.3           0.7       0.5     0.5       0.6         --         --         --       --
North Carolina .......        2.1           1.7       0.1     0.2        --         --         --         --       --
Tennessee ............        1.8           0.8       0.8     0.1        --        0.0         --         --       --
West Virginia ........        1.8           1.0       0.7      --        --         --         --         --       --
New York .............        1.5            --       0.8     0.1        --        0.5         --         --       --
Massachusetts ........        1.4            --       0.8      --        --        0.6         --         --       --
New Mexico ...........        1.3           0.6        --     0.0       0.7         --         --         --       --
Kentucky .............        1.2           1.0        --      --       0.2         --         --         --      0.0
Colorado .............        1.2           0.6       0.0     0.1        --         --        0.3         --      0.2
Iowa .................        1.0           0.9        --     0.2        --         --         --         --       --
Wisconsin ............        1.0           0.1       0.7      --       0.1         --         --         --       --
Pennsylvania .........        0.9           0.3       0.0     0.3       0.3         --         --        0.0       --
Hawaii ...............        0.8            --        --      --        --         --         --         --      0.8
Michigan .............        0.8           0.6       0.1      --        --         --         --         --      0.1
Washington ...........        0.6           0.3        --      --       0.1        0.1        0.1         --       --
South Carolina .......        0.6            --        --      --       0.4        0.0         --         --      0.2
Puerto Rico ..........        0.4            --       0.4      --        --         --         --         --       --
Missouri .............        0.4            --       0.2      --        --        0.2         --         --       --
Nevada ...............        0.4            --       0.1     0.0        --        0.2         --         --       --
Kansas ...............        0.3           0.2        --      --        --        0.1         --         --       --
South Dakota .........        0.3           0.1        --     0.2        --         --         --         --       --
Oregon ...............        0.3            --       0.3      --        --         --         --         --       --
Minnesota ............        0.3           0.0       0.1     0.1        --         --         --         --       --
Montana ..............        0.2            --        --      --       0.2         --         --         --       --
Connecticut ..........        0.2           0.0        --      --        --        0.2         --         --       --
Idaho ................        0.2            --       0.1      --        --         --        0.1         --       --
Nebraska .............        0.2            --       0.2      --        --         --         --         --       --
Arkansas .............        0.1           0.1       0.0      --        --        0.0         --         --       --
Oklahoma .............        0.1            --       0.1      --        --         --         --         --       --
Utah .................        0.1            --        --     0.1        --         --         --         --       --
New Hampshire ........        0.1            --       0.1      --        --         --         --         --       --
Mississippi ..........        0.1           0.1        --      --        --         --         --         --       --
Delaware .............        0.1            --        --      --        --        0.1         --         --       --
North Dakota .........        0.0           0.0        --      --        --         --         --         --       --
                            -----          ----      ----    ----       ---        ---        ---        ---      ---
                            100.0%         30.6%     29.6%   19.7%      7.0%       4.2%       3.9%       2.9%     2.0%
                            =====          ====      ====    ====       ===        ===        ===        ===      ===


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL



                                                              CUT-OFF DATE     % OF INITIAL
                                               NUMBER OF        PRINCIPAL     MORTGAGE POOL
                                            MORTGAGE LOANS       BALANCE         BALANCE
                                            -----------------------------------------------

Interest Only ...........................         73         $1,938,891,103       47.6%
Single Tenant ...........................         54         $  397,670,812        9.8%
Loans (greater than) 50% Single Tenant...         78         $  527,792,292       12.9%
Current Secondary Debt ..................         15         $  819,883,957       20.1%
Future Secondary Debt Permitted .........         27         $1,021,563,136       25.1%
Lockbox .................................         68         $2,453,977,673       60.2%
Escrow Type(1)
   TI/LC Reserves(2) ....................         80         $  748,505,422       33.8%
   Real Estate Tax ......................        198         $2,778,646,544       68.1%
   Insurance ............................        162         $2,175,235,523       53.3%
   Replacement Reserves .................        147         $2,168,772,996       53.2%


(1)  Includes only upfront and ongoing reserves

(2)  TI/LC escrows are expressed as a percentage of only the mortgage loans
     secured by office, retail, industrial and mixed use properties.

SELECT CHARACTERISTICS OF LOAN GROUP 1



                                                              CUT-OFF DATE     % OF INITIAL
                                               NUMBER OF        PRINCIPAL     LOAN GROUP (1)
                                            MORTGAGE LOANS       BALANCE          BALANCE
                                            ------------------------------------------------

Interest Only ...........................         52         $1,498,020,419        53.9%
Single Tenant ...........................         54         $  397,670,812        14.3%
Loans (greater than) 50% Single Tenant            78         $  527,792,292        19.0%
Current Secondary Debt ..................         11         $  645,854,860        23.2%
Future Secondary Debt Permitted .........         22         $  893,876,452        32.1%
Lockbox .................................         65         $1,608,477,673        57.8%
Escrow Type(1)
   TI/LC Reserves(2) ....................         80         $  748,505,422        33.8%
   Real Estate Tax ......................        150         $1,509,462,449        54.3%
   Insurance ............................        123         $1,039,950,429        37.4%
   Replacement Reserves .................        110         $1,034,029,417        37.2%


(1)  Includes only upfront and ongoing reserves

(2)  TI/LC escrows are expressed as a percentage of only the mortgage loans
     secured by office, retail, industrial and mixed use properties.

SELECT CHARACTERISTICS OF LOAN GROUP 2



                                                              CUT-OFF DATE     % OF INITIAL
                                               NUMBER OF        PRINCIPAL     LOAN GROUP (2)
                                            MORTGAGE LOANS       BALANCE          BALANCE
                                            ------------------------------------------------

Interest Only ...........................          21        $  440,870,684        34.0%
Single Tenant ...........................         NAP                   NAP         NAP
Loans (greater than) 50% Single Tenant            NAP                   NAP         NAP
Current Secondary Debt ..................           4        $  174,029,097        13.4%
Future Secondary Debt Permitted .........           5        $  127,686,684         9.8%
Lockbox .................................           3        $  845,500,000        65.2%
Escrow Type(1)
   Real Estate Tax ......................          48        $1,269,184,095        97.9%
   Insurance ............................          39        $1,135,285,095        87.5%
   Replacement Reserves .................          37        $1,134,743,578        87.5%


----------
(1)  Includes only upfront and ongoing reserves

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

CUT-OFF DATE BALANCE ($)



                                                AGGREGATE       % OF
          RANGE OF                               CUT-OFF       INITIAL     % OF      % OF
          CUT-OFF                NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
       DATE PRINCIPAL             MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
        BALANCES ($)               LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

584,074 - 2,999,999 ..........       86      $  156,372,112      3.8%       4.5%      2.4%
3,000,000 - 3,999,999 ........       24          86,838,586      2.1%       2.6%      1.1%
4,000,000 - 4,999,999.........       23         103,953,716      2.5%       3.3%      1.0%
5,000,000 - 5,999,999 ........       10          54,048,645      1.3%       1.8%      0.4%
6,000,000 - 6,999,999 ........       15          97,453,440      2.4%       3.1%      0.9%
7,000,000 - 7,999,999 ........       11          81,748,202      2.0%       2.7%      0.6%
8,000,000 - 9,999,999 ........       22         199,502,852      4.9%       6.5%      1.4%
10,000,000 - 12,999,999 ......       18         200,181,359      4.9%       4.9%      5.0%
13,000,000 -19,999,999 .......       26         427,865,159     10.5%      11.1%      9.1%
20,000,000 - 49,999,999 ......       25         744,467,772     18.3%      22.8%      8.5%
50,000,000 - 384,750,000 .....       11       1,925,052,419     47.2%      36.8%     69.4%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: $584,074   MAX: $384,750,000   AVG. $15,046,067

DEBT SERVICE COVERAGE RATIO (X)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
                                 NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
            RANGE OF              MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
            DSCRs (X)              LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

1.06 - 1.14 ..................        7      $  204,706,095      5.0%       6.6%      1.6%
1.15 - 1.19 ..................       21       1,178,433,446     28.9%      15.2%     58.3%
1.20 - 1.29 ..................      104       1,076,276,932     26.4%      28.0%     22.9%
1.30 - 1.34 ..................       31         254,962,297      6.3%       5.6%      7.6%
1.35 - 1.39 ..................       28         318,161,053      7.8%       9.6%      4.0%
1.40 - 1.44 ..................       22         440,026,054     10.8%      13.9%      4.1%
1.45 - 1.49 ..................        7          27,398,050      0.7%       0.7%      0.6%
1.50 - 1.59 ..................       21         308,232,944      7.6%      10.8%      0.6%
1.60 - 1.99 ..................       22         217,450,588      5.3%       7.7%      0.3%
2.00 - 2.38 ..................        8          51,836,801      1.3%       1.9%      0.0%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 1.06X   MAX:2.38X   WTD. AVG. 1.32X

MORTGAGE RATE (%)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
                                 NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
                 RANGE OF         MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
            MORTGAGE RATES (%)     LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

5.3800 - 5.4999 ..............        5          95,584,097      2.3%       2.2%      2.7%
5.5000 - 5.7499 ..............       69       1,680,828,903     41.2%      47.0%     28.9%
5.7500 - 5.9999 ..............       99       1,434,323,168     35.2%      23.0%     61.4%
6.0000 - 6.0999 ..............       27         140,358,138      3.4%       4.4%      1.4%
6.1000 - 6.1999 ..............       22         180,380,396      4.4%       6.1%      0.8%
6.2000 - 6.2999 ..............       20         187,301,784      4.6%       6.2%      1.1%
6.3000 - 6.3999 ..............        8         210,973,104      5.2%       6.7%      1.9%
6.4000 - 6.4999 ..............        7          37,180,965      0.9%       0.5%      1.8%
6.5000 - 7.0000 ..............       14         110,553,705      2.7%       4.0%      0.0%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 5.3800   MAX: 7.0000   WTD. AVG. 5.8536

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
          RANGE OF               NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
      CUT-OFF DATE LTV            MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
         RATIOS (%)                LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

27.8 - 50.0 ..................       13      $   42,098,640      1.0%       1.4%      0.2%
50.1 - 60.0 ..................       27         116,813,214      2.9%       4.2%      0.1%
60.1 - 65.0 ..................       29         368,686,772      9.0%      12.6%      1.5%
65.1 - 70.0 ..................       39         480,249,639     11.8%      16.0%      2.8%
70.1 - 75.0 ..................       48         661,231,013     16.2%      17.1%     14.3%
75.1 - 77.5 ..................       33         972,024,580     23.8%       6.4%     61.3%
77.6 - 80.0 ..................       81       1,406,280,402     34.5%      41.3%     19.9%
80.1 - 80.3 ..................        1          30,100,000      0.7%       1.1%      0.0%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 27.8%   MAX: 80.3%   WTD. AVG. 73.9%

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)



                                                AGGREGATE       % OF
            RANGE OF                             CUT-OFF       INITIAL     % OF      % OF
         MATURITY DATE           NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
             OR ARD               MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
         LTV RATIOS (%)            LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

23.0 - 40.0 ..................       11          24,786,029      0.6%       0.8%      0.2%
40.1 - 50.0 ..................       25         107,989,931      2.6%       3.8%      0.1%
50.1 - 60.0 ..................       56         421,984,409     10.3%      15.1%      0.3%
60.1 - 62.4 ..................       20         183,639,701      4.5%       5.8%      1.8%
62.5 - 65.0 ..................       18         209,801,391      5.1%       6.5%      2.2%
65.1 - 67.4 ..................       27         406,983,072     10.0%      14.4%      0.6%
67.5 - 70.0 ..................       19         155,799,317      3.8%       3.9%      3.6%
70.1 - 75.0 ..................       42       1,313,589,993     32.2%      13.7%     71.8%
75.1 - 80.3 ..................       53       1,252,910,419     30.7%      36.0%     19.5%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 23.0%   MAX: 80.3%   WTD. AVG. 70.3%

ORIGINAL TERM TO MATURITY OR ARD (MOS)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
           RANGE OF              NUMBER OF         DATE       MORTGAGE     LOAN      LOAN
        ORIGINAL TERMS            MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
      TO MATURITY (MOS.)           LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

1 - 60 .......................       18      $  720,467,309     17.7%      18.3%     16.4%
61 - 72 ......................        0                   0      0.0%       0.0%      0.0%
73 - 84 ......................        6         294,141,959      7.2%      10.6%      0.0%
85 - 96 ......................        1         140,000,000      3.4%       5.0%      0.0%
97 - 120 .....................      241       2,769,396,372     67.9%      61.2%     82.2%
121 - 144 ....................        5         153,478,621      3.8%       4.9%      1.4%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 60   MAX: 144   WTD. AVG. 106

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

REMAINING TERM TO MATURITY OR ARD (MOS)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
           RANGE OF              NUMBER OF         DATE       MORTGAGE     LOAN      LOAN
        REMAINING TERMS           MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
      TO MATURITY (MOS.)           LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

51 - 60 ......................       18      $  720,467,309     17.7%      18.3%     16.4%
61 - 84 ......................        7         434,141,959     10.6%      15.6%      0.0%
85 - 121 .....................      242       2,786,983,056     68.4%      61.2%     83.6%
122 - 143 ....................        4         135,891,937      3.3%       4.9%      0.0%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 51   MAX: 143   WTD. AVG. 104

REMAINING PARTIAL IO TERM (MOS)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF      % OF
                                 NUMBER OF        DATE        MORTGAGE     LOAN      LOAN
      RANGE OF REMAINING          MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
       PARTIAL IO TERMS            LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

9 - 14 .......................        5      $   41,875,000     1.0%        1.5%     0.0%
15 - 24 ......................       23         143,382,000     3.5%        4.0%     2.5%
25 - 34 ......................       11          32,945,000     0.8%        1.0%     0.3%
35 - 39 ......................        8          81,181,000     2.0%        2.5%     0.9%
55 - 82 ......................       43       1,185,537,000    29.1%       14.9%    59.5%
------------------------------------------------------------------------------------------
TOTAL ........................       90      $1,484,920,000    36.4%       23.9%    63.2%
------------------------------------------------------------------------------------------


MIN: 9 MOS.   MAX:82 MOS.   WTD. AVG. 53 MOS.

PROPERTY STATE/LOCATION



                                                 AGGREGATE       % OF
                                                  CUT-OFF       INITIAL     % OF     % OF
                                  NUMBER OF         DATE       MORTGAGE     LOAN     LOAN
                                  MORTGAGED      PRINCIPAL       POOL     GROUP 1   GROUP 2
     LOCATION                    PROPERTIES     BALANCE ($)     BALANCE   BALANCE   BALANCE
-------------------------------------------------------------------------------------------

Georgia ......................        42      $  643,243,891     15.8%      15.6%     16.2%
Florida ......................        81         592,160,973     14.5%      11.8%     20.3%
California ...................        54         429,548,991     10.5%      13.6%      3.9%
   Southern ..................        40         343,695,531      8.4%      10.6%      3.9%
   Northern ..................        14          85,853,460      2.1%       3.1%      0.0%
Texas ........................        49         268,593,781      6.6%       6.8%      6.2%
Ohio .........................        48         239,350,831      5.9%       1.2%     15.9%
Other(a) .....................       274       1,904,585,795     46.7%      50.9%     37.7%
-------------------------------------------------------------------------------------------
TOTAL ........................       548      $4,077,484,261    100.0%     100.0%    100.0%
-------------------------------------------------------------------------------------------


(a)  Includes 39 states, Puerto Rico and the District of Columbia.

PROPERTY TYPE



                                                 AGGREGATE       % OF
                                                  CUT-OFF       INITIAL     % OF      % OF
                                  NUMBER OF         DATE       MORTGAGE     LOAN      LOAN
                                  MORTGAGED      PRINCIPAL       POOL     GROUP 1   GROUP 2
         PROPERTY TYPE           PROPERTIES     BALANCE ($)     BALANCE   BALANCE   BALANCE
-------------------------------------------------------------------------------------------

Multifamily ..................      244       $1,406,379,261     34.5%       3.9%    100.0%
   Multifamily ...............      226        1,247,086,726     30.6%       2.8%     90.2%
   Manufactured Housing ......       18          159,292,535      3.9%       1.2%      9.8%
Retail .......................      141        1,208,563,979     29.6%      43.5%      0.0%
Office .......................       64          802,074,185     19.7%      28.8%      0.0%
Hospitality ..................       25          286,668,878      7.0%      10.3%      0.0%
Self Storage .................       45          171,553,101      4.2%       6.2%      0.0%
Mixed Use ....................       10          119,066,506      2.9%       4.3%      0.0%
Industrial ...................       19           83,178,351      2.0%       3.0%      0.0%
-------------------------------------------------------------------------------------------
TOTAL ........................      548       $4,077,484,261    100.0%     100.0%    100.0%
-------------------------------------------------------------------------------------------


AMORTIZATION TYPES



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF     % OF
                                 NUMBER OF         DATE       MORTGAGE     LOAN     LOAN
                                  MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
      AMORTIZATION TYPES           LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

Interest Only ................       73      $1,938,891,103     47.6%      53.9%     34.0%
IO-Balloon ...................       89       1,477,420,000     36.2%      23.7%     63.2%
Balloon ......................      102         499,073,913     12.2%      16.6%      2.8%
ARD ..........................        5         146,899,245      3.6%       5.3%      0.0%
IO-ARD .......................        1           7,700,000      0.2%       0.3%      0.0%
Partial IO-ARD ...............        1           7,500,000      0.2%       0.3%      0.0%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


REMAINING STATED AMORTIZATION TERM (MOS)



                                                AGGREGATE       % OF
                                                 CUT-OFF       INITIAL     % OF     % OF
                                 NUMBER OF         DATE       MORTGAGE     LOAN     LOAN
  RANGE OF REMAINING STATED       MORTGAGE      PRINCIPAL       POOL     GROUP 1   GROUP 2
  AMORTIZATION TERMS (MOS.)        LOANS       BALANCE ($)     BALANCE   BALANCE   BALANCE
------------------------------------------------------------------------------------------

Interest Only (1) ............       74      $1,946,591,103     47.7%      54.1%     34.0%
201 - 240 ....................        3           9,117,531      0.2%       0.3%      0.0%
241 - 300 ....................       27         129,075,141      3.2%       4.6%      0.0%
301 - 360 ....................      152       1,790,737,118     43.9%      34.8%     63.6%
361 - 420 ....................       15         201,963,368      5.0%       6.1%      2.4%
------------------------------------------------------------------------------------------
TOTAL ........................      271      $4,077,484,261    100.0%     100.0%    100.0%
------------------------------------------------------------------------------------------


MIN: 201   MAX: 420   WTD. AVG. 361

(1)  Includes one IO-ARD loan.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

CLASS A-2 AND A-2 FL (5 YEAR LOANS)



                                                  AGGREGATE      LOAN BALANCE
                                                CUT-OFF DATE     AT MATURITY/
                                      LOAN    PRINCIPAL BALANCE     ARD TO                  PROPERTY
LOAN/PROPERTY NAME                   SELLER  ALLOCATED TO CLASS     CLASS      STATE          TYPE
----------------------------------------------------------------------------------------------------------

Town Center at Cobb                 MLML        $280,000,000     $280,000,000   GA    Retail
Gwinnett Place                      MLML         115,000,000      115,000,000   GA    Retail
GMH - The Ridge                     GECC          23,120,000       23,120,000   WV    Multifamily
Palm Beach Office Building          MLML          15,000,000       15,000,000   FL    Office
Kingsley Square                     GECC          14,630,000       14,630,000   TX    Retail
Crowne Plaza Hotel - Mundelein      GECC          12,000,000       11,109,289   IL    Hospitality
Pinewood Facility                   GECC          11,000,000       11,000,000   FL    Office
Rivergate Shopping Center           MLML          10,300,000        9,954,646   CA    Retail
210 Celebration Place               LaSalle        7,200,000        7,200,000   FL    Office
Skyline MHC                         GECC           5,250,000        5,250,000   WA    Manufactured Housing
I-10 Durham                         LaSalle        3,375,000        3,375,000   TX    Retail
CLASS A-2 AND A-2 FL TOTAL BALLOON
PAYMENT                                                          $495,638,935
REMAINING CLASS A-2 AND A-2 FL
AMORTIZATION                                                     $  3,290,065
TOTAL CLASS A-2 AND A-2 FL
CERTIFICATE BALANCE                                              $498,929,000


                                      REMAINING              CUT-OFF
                                       TERM TO                DATE
                                      MATURITY/   REMAINING    LTV    U/W NCF
LOAN/PROPERTY NAME                  ARD (MONTHS)  IO PERIOD   RATIO    DSCR
-----------------------------------------------------------------------------

Town Center at Cobb                      58           58       79.8%   1.19x
Gwinnett Place                           58           58       74.2    1.91
GMH - The Ridge                          57           57       80.0    1.39
Palm Beach Office Building               57           57       75.0    1.31
Kingsley Square                          59           59       77.8    1.26
Crowne Plaza Hotel - Mundelein           57            9       73.2    1.32
Pinewood Facility                        58           58       79.7    1.53
Rivergate Shopping Center                58           10       56.5    1.19
210 Celebration Place                    59           59       51.8    2.09
Skyline MHC                              58           58       76.1    1.35
I-10 Durham                              58           58       77.1    1.37
CLASS A-2 AND A-2 FL TOTAL BALLOON
PAYMENT
REMAINING CLASS A-2 AND A-2 FL
AMORTIZATION
TOTAL CLASS A-2 AND A-2 FL
CERTIFICATE BALANCE


CLASS A-3 AND A-3 FL (7-9 YEAR LOANS)



                                                  AGGREGATE      LOAN BALANCE
                                                CUT-OFF DATE     AT MATURITY/
                                      LOAN    PRINCIPAL BALANCE     ARD TO                PROPERTY
LOAN/PROPERTY NAME                   SELLER  ALLOCATED TO CLASS     CLASS       STATE       TYPE
----------------------------------------------------------------------------------------------------

DRA / Colonial Office Portfolio     WFB         $247,302,419     $247,302,419  Various  Various
Och-Ziff Retail Portfolio           LaSalle      140,000,000      140,000,000  Various  Retail
Emily Morgan Hotel                  GECC          19,500,000       19,500,000  TX       Hospitality
Thunderbird Paseo Medical Plaza     MLML          17,000,000       16,720,924  AZ       Office
Hawthorn Suites Naples              GECC           7,073,202        5,620,254  FL       Hospitality
FRIH Taco, LLC                      WFB            6,928,922        5,627,920  Various  Retail
6230 South Decatur Boulevard        GECC           4,956,095        4,230,381  NV       Retail
Auburn Way Self Storage             GECC           4,650,000        4,650,000  WA       Self Storage
Alpha Business Center               GECC           3,963,742        3,414,503  TX       Office
Healthspring                        LaSalle        3,094,404        2,804,964  TN       Office
Flowers Bakery                      WFB            2,595,136        2,345,225  TX       Industrial
CLASS A-3 AND A-3 FL TOTAL BALLOON
PAYMENT                                                          $452,216,590
REMAINING CLASS A-3 AND A-3 FL
AMORTIZATION                                                     $        410
TOTAL CLASS A-3 AND A-3 FL
CERTIFICATE BALANCE                                              $452,217,000


                                      REMAINING              CUT-OFF
                                       TERM TO                DATE
                                      MATURITY/   REMAINING    LTV    U/W NCF
LOAN/PROPERTY NAME                  ARD (MONTHS)  IO PERIOD   RATIO    DSCR
-----------------------------------------------------------------------------

DRA / Colonial Office Portfolio           83          83       79.5%   1.43x
Och-Ziff Retail Portfolio                 84          84       66.3    1.27
Emily Morgan Hotel                        83          83       64.1    1.79
Thunderbird Paseo Medical Plaza           82          58       76.3    1.27
Hawthorn Suites Naples                   107           0       68.0    1.31
FRIH Taco, LLC                            97           0       52.4    1.53
6230 South Decatur Boulevard             111           0       75.1    1.13
Auburn Way Self Storage                   83          83       67.4    1.57
Alpha Business Center                    110           0       71.4    1.25
Healthspring                              82           0       50.3    2.37
Flowers Bakery                            82           0       53.0    1.98
CLASS A-3 AND A-3 FL TOTAL BALLOON
PAYMENT
REMAINING CLASS A-3 AND A-3 FL
AMORTIZATION
TOTAL CLASS A-3 AND A-3 FL
CERTIFICATE BALANCE


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

MORTGAGE POOL PREPAYMENT PROFILE

                    PERCENT OF REMAINING BALANCE ANALYSIS(1)



                                                        % OF REM
                MONTHS                 AGGREGATE         MORTGAGE          % OF REM           % OF REM        % OF REM
                SINCE   NUMBER OF      REMAINING       POOL BALANCE        MORTGAGE           MORTGAGE        MORTGAGE
               CUT-OFF   MORTGAGE      PRINCIPAL        LOCK OUT/        POOL BALANCE      POOL BALANCE X%  POOL BALANCE
   PERIOD        DATE    LOANS          BALANCE       DEFEASANCE(2)  YIELD MAINTENANCE(3)     PENALTY(4)        OPEN       TOTAL
--------------------------------------------------------------------------------------------------------------------------------

August 2007        0       271     $4,077,484,260.80      99.44%             0.56%              0.00%           0.00%     100.00%
August 2008       12       271     $4,069,668,133.41      99.44%             0.56%              0.00%           0.00%     100.00%
August 2009       24       271     $4,060,644,710.05      84.51%            14.47%              1.02%           0.00%     100.00%
August 2010       36       271     $4,049,399,390.94      79.46%            19.53%              1.02%           0.00%     100.00%
August 2011       48       271     $4,036,288,392.48      79.18%            19.55%              1.01%           0.26%     100.00%
August 2012       60       253     $3,302,302,540.17      79.92%            19.49%              0.59%           0.00%     100.00%
August 2013       72       253     $3,274,936,256.48      79.84%            19.56%              0.60%           0.00%     100.00%
August 2014       84       246     $2,812,374,399.29      79.55%            17.52%              0.00%           2.93%     100.00%
August 2015       96       245     $2,763,538,218.91      79.74%            17.71%              0.00%           2.55%     100.00%
August 2016      108       243     $2,719,641,319.57      79.63%            17.52%              0.00%           2.85%     100.00%
August 2017      120         4     $  115,696,360.67     100.00%             0.00%              0.00%           0.00%     100.00%
August 2018      132         1     $   26,635,795.23     100.00%             0.00%              0.00%           0.00%     100.00%
August 2019      144         0     $              --       0.00%             0.00%              0.00%           0.00%       0.00%


----------
(1)  Calculated assuming that no mortgage loan prepays, defaults or is
     repurchased prior to stated maturity (except that mortgage loans with
     anticipated repayment dates (ARD loans) are assumed to prepay on their
     anticipated repayment dates). Otherwise, Mortgage Pool Prepayment Profile
     is calculated based on Modeling Assumptions to be described in the offering
     prospectus.

(2)  Mortgage loans included in this category are locked out from prepayment,
     but may include periods during which defeasance is permitted.

(3)  Including mortgage loans that permit defeasance or prepayment with yield
     maintenance and mortgage loans that permit greater of yield maintenance
     cost and x% penalties.

(4)  Including mortgage loans that permit x% penalties.

TEN LARGEST MORTGAGE LOANS



                                                         NUMBER OF
                                                          MORTGAGE                     % OF
                                                           LOANS/                     INITIAL
                                                         MORTGAGED    CUT-OFF DATE   MORTGAGE
                                              MORTGAGE      REAL       PRINCIPAL       POOL
NO.  LOAN NAME                              LOAN SELLER  PROPERTIES     BALANCE       BALANCE
---------------------------------------------------------------------------------------------

 1.  Empirian Multifamily Portfolio Pool 1      MLML       1    78   $  384,750,000     9.4%
 2.  Empirian Multifamily Portfolio Pool 3      MLML       1    79      330,250,000     8.1
 3.  Town Center at Cobb                        MLML       1     1      280,000,000     6.9
 4.  DRA / Colonial Office Portfolio            WFB        1    19      247,302,419     6.1
 5.  Och-Ziff Retail Portfolio                LaSalle      1    11      140,000,000     3.4
     U-Haul Self-Storage Portfolio 14, 15,
 6.  16, 17                                     MLML       4    32      135,891,937     3.3
 7.  B2 Portfolio                               GECC       1    11      130,500,000     3.2
 8.  Gwinnett Place                             MLML       1     1      115,000,000     2.8
 9.  1101 New York Avenue                       WFB        1     1      112,500,000     2.8
10.  Mann and Sylmar Biomedical Parks           MLML       1     2       65,000,000     1.6
---------------------------------------------------------------------------------------------
     TOTAL/WEIGHTED AVERAGE                               13   235   $1,941,194,355    47.6%
---------------------------------------------------------------------------------------------




                                                                      LOAN
                                                                     BALANCE         CUT-OFF
                                              PROPERTY    PROPERTY     PER    DSCR  DATE LTV
NO.  LOAN NAME                                  TYPE       SIZE(1)   SF/UNIT  (X)   RATIO (%)
---------------------------------------------------------------------------------------------

 1.  Empirian Multifamily Portfolio Pool 1   Multifamily      7,964  $48,311  1.17x    77.5%
 2.  Empirian Multifamily Portfolio Pool 3   Multifamily      6,860   48,141  1.17     77.3
 3.  Town Center at Cobb                       Retail       558,869      501  1.19     79.8
 4.  DRA / Colonial Office Portfolio          Various     5,227,519      142  1.43     79.5
 5.  Och-Ziff Retail Portfolio                 Retail     2,311,252      123  1.27     66.3
     U-Haul Self-Storage Portfolio 14, 15,
 6.  16, 17                                 Self Storage  1,792,554       76  1.38     69.2
 7.  B2 Portfolio                            Multifamily      2,904   44,938  1.29     74.9
 8.  Gwinnett Place                            Retail       566,908      203  1.91     74.2
 9.  1101 New York Avenue                      Office       390,994      575  1.06     70.2
10.  Mann and Sylmar Biomedical Parks         Mixed Use     790,013       82  1.50     63.7
---------------------------------------------------------------------------------------------
     TOTAL/WEIGHTED AVERAGE                                                   1.28X    75.4%
---------------------------------------------------------------------------------------------


(1)  Property size is indicated in dwelling units (for multifamily properties)
     and square feet for all other property types.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

EMPIRIAN MULTIFAMILY PORTFOLIO POOL 1

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           78
Location (City/State)                                                    Various
Property Type                                                        Multifamily
Size (Units)                                                               7,964
Percentage Physical Occupancy as of April 1, 2007                          94.4%
Year Built                                                               Various
Year Renovated                                                           Various
Appraisal Value (As-Is)                                             $496,240,000
Average Monthly Rent Per Unit                                            $565.52
Underwritten Economic Occupancy                                            93.2%
Underwritten Revenues                                                $54,570,392
Underwritten Total Expenses                                          $20,582,578
Underwritten Net Operating Income (NOI)                              $33,987,814
Underwritten Net Cash Flow (NCF)                                     $31,917,174
March 2007 (TTM) NOI                                                 $31,252,904
2006 NOI                                                             $29,893,062
2005 NOI                                                             $26,661,006

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     2
Origination Date                                                     May 9, 2007
Cut-off Date Principal Balance                                      $384,750,000
Cut-off Date Loan Balance Per Unit                                       $48,311
Percentage of Initial Mortgage Pool Balance                                 9.4%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8315%
Amortization Type                                                     IO-Balloon
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          360
Call Protection                                              LO(26),Def(91),O(3)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     77.5%
LTV Ratio at Maturity or ARD                                               72.4%
Underwritten DSCR on NOI(1)                                                1.25x
Underwritten DSCR on NCF(2)                                                1.17x

(1)  The Underwritten DSCR on NOI during the initial interest only period is
     1.49x.

(2)  The Underwritten DSCR on NCF during the initial interest only period is
     1.40x.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

EMPIRIAN MULTIFAMILY PORTFOLIO POOL 3

                                [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           79
Location (City/State)                                                    Various
Property Type                                                        Multifamily
Size (Units)                                                               6,860
Percentage Physical Occupancy as of April 1, 2007                          93.4%
Year Built                                                               Various
Year Renovated                                                           Various
Appraisal Value (As-Is)                                             $427,200,000
Average Monthly Rent Per Unit                                            $565.27
Underwritten Economic Occupancy                                            92.0%
Underwritten Revenues                                                $47,098,610
Underwritten Total Expenses                                          $17,928,647
Underwritten Net Operating Income (NOI)                              $29,169,963
Underwritten Net Cash Flow (NCF)                                     $27,385,323
March 2007 (TTM) NOI                                                 $27,200,170
2006 NOI                                                             $26,033,856
2005 NOI                                                             $24,253,192

                                [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     2
Origination Date                                                     May 9, 2007
Cut-off Date Principal Balance                                      $330,250,000
Cut-off Date Loan Balance Per Unit                                       $48,141
Percentage of Initial Mortgage Pool Balance                                 8.1%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8315%
Amortization Type                                                     IO-Balloon
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          360
Call Protection                                              LO(26),Def(91),O(3)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     77.3%
LTV Ratio at Maturity or ARD                                               72.2%
Underwritten DSCR on NOI(1)                                                1.25x
Underwritten DSCR on NCF(2)                                                1.17x

(1)  The Underwritten DSCR on NOI during the interest only period is 1.49x.

(2)  The Underwritten DSCR on NCF during the interest only period is 1.40x.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

EMPIRIAN MULTIFAMILY PORTFOLIO POOL 1

                                  [MAP OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

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

EMPIRIAN MULTIFAMILY PORTFOLIO POOL 3

                                  [MAP OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOANS. The mortgage loans (the "Empirian 1 Loan" and the "Empirian 3 Loan",
together the "Empirian Loans") are related un-crossed mortgage loans more
specifically described as follows. The Empirian 1 Loan is evidenced by a single
promissory note and is secured by a first mortgage encumbering the borrower's
fee interest in a portfolio of multifamily complexes (the "Empirian 1
Properties"). The Empirian 1 Loan has a principal balance of $384.75 million as
of the cut-off date and represents approximately 9.4% of the initial mortgage
pool balance and approximately 29.7% of the initial loan group 2 balance. The
Empirian 3 Loan is evidenced by a single promissory note and is secured by a
first mortgage encumbering the borrower's fee interest in a portfolio of
multifamily complexes (the "Empirian 3 Properties", together with the Empirian 1
Properties, the "Empirian Properties"). The Empirian 3 Loan has a principal
balance of $330.25 million as of the cut-off date and represents approximately
18.1% of the initial mortgage pool balance and approximately 25.5% of the
initial loan group 2 balance.

The Empirian Loans were originated simultaneously on May 9, 2007 and have
remaining terms of 118 months to their scheduled maturity dates of June 8, 2017.
The Empirian Loans 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 creation of the subject
securitization trust.

THE PROPERTIES. The Empirian 1 Properties consist of 78 multifamily rental
communities totaling 7,964 units located across eight states. The properties
range in size from 50 to 244 units, with an average of 102 per location. The
Empirian 3 Properties consist of 79 multifamily rental communities totaling
6,860 units located across eight states. The properties range in size from 41 to
251 units, with an average of 87 per location. The table below contains certain
information regarding the properties.

The Empirian Properties are single-story garden apartment communities. The units
are factory-built, modular constructed properties that were manufactured in the
1970's to the 1990's by Cardinal Industries, an Ohio-based company established
in 1954. Each apartment features direct exterior access, a private patio, and
immediate access to parking. Appliances generally include electric ranges and
refrigerators with most units offering full-size washer and dryer hookups as
well as attic space.

According to Equity Residential, the previous owner, recent capital improvements
to the properties reportedly included exterior upgrades to roofs, siding
replacement, paint, concrete walks, asphalt paving, sealcoat, landscaping and
signage. Interior upgrades reportedly included carpets, cabinets, flooring,
countertops, hot water heaters and the replacement of approximately 15,000 HVAC
units. Other select renovations included upgrades to on-site management offices
and laundry rooms. Per engineering reports created by Land America Commercial
Services, the Empirian Properties are in generally good condition.

                              EMPIRIAN 1 PROPERTIES

                                     % OF
                         NO. OF      TOTAL      AVERAGE MONTHLY
UNIT MIX                  UNITS      UNITS    MARKET RENT/UNIT(1)
-----------------------------------------------------------------
Studio                    1,184      14.9%           $454
1BR                       5,493      69.0             553
2BR                       1,279      16.1             721
3BR                           8       0.1             812
-----------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    7,964     100.0%           $565
-----------------------------------------------------------------

                              EMPIRIAN 3 PROPERTIES

                                     % OF
                         NO. OF      TOTAL     AVERAGE MONTHLY
UNIT MIX                  UNITS      UNITS    MARKET RENT/UNIT(1)
-----------------------------------------------------------------
Studio                    1,042       15.2%          $461
1BR                       4,864       70.9            564
2BR                         941       13.7            696
3BR                          13        0.2            797
-----------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    6,860      100.0%          $567
-----------------------------------------------------------------

(1)   Information obtained from the 2007 Land America appraisals.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE MARKET(1). The Empirian Properties are located in both metropolitan and
rural areas across nine states with the geographic concentrations in Florida,
Ohio, Georgia and Indiana.

                    EMPIRIAN 1 PROPERTIES - STATE ALLOCATION



                                                                                    ALLOCATED CUT-OFF
STATE                            TOTAL SF/UNITS   OCCUPANCY (%)   APPRAISED VALUE      DATE BALANCE        UW NCF
-------------------------------------------------------------------------------------------------------------------

Florida                               2,352            95.1%        $184,260,000       $137,160,000     $10,946,201
Georgia                               1,507            94.8           89,530,000         71,470,000       5,963,636
Indiana                               1,273            93.4           63,680,000         50,220,000       4,185,101
Kentucky                                417            95.0           24,600,000         18,700,000       1,494,299
Michigan                                199            96.0           14,300,000         11,440,000       1,016,549
Ohio                                  1,973            93.1          103,480,000         82,650,000       7,154,664
Pennsylvania                             97            95.9            6,500,000          5,200,000         444,206
Tennessee                               146           100.0            9,890,000          7,910,000         712,517
-------------------------------------------------------------------------------------------------------------------
GRAND TOTAL                           7,964            94.4%        $496,240,000       $384,750,000     $31,917,174
-------------------------------------------------------------------------------------------------------------------


                    EMPIRIAN 3 PROPERTIES - STATE ALLOCATION



                                                                                    ALLOCATED CUT-OFF
STATE                            TOTAL SF/UNITS   OCCUPANCY (%)   APPRAISED VALUE      DATE BALANCE        UW NCF
-------------------------------------------------------------------------------------------------------------------

Florida                               1,947            93.2%        $150,560,000       $113,280,000     $ 8,921,012
Georgia                                 983            93.7           57,200,000         44,420,000       3,702,624
Indiana                                 877            93.6           46,860,000         36,690,000       3,019,437
Kentucky                                426            95.7           27,370,000         21,470,000       1,743,092
Maryland                                414            93.2           35,480,000         28,020,000       2,426,670
Michigan                                279            93.5           16,450,000         13,160,000       1,247,214
Ohio                                  1,822            92.5           86,720,000         67,960,000       5,849,259
Pennsylvania                            112            95.5            6,560,000          5,250,000         476,016
-------------------------------------------------------------------------------------------------------------------
GRAND TOTAL                           6,860            93.4%        $427,200,000       $330,250,000     $27,385,323
-------------------------------------------------------------------------------------------------------------------


THE BORROWERS. 215 single purpose, bankruptcy remote entities (the "Empirian
Borrowers") owned and controlled, directly or indirectly, by Ezra Beyman
("Sponsor").

Mr. Beyman has over 20 years of real estate experience. He founded Empire
Equities, the forerunner of Empire Equity Group Inc., in November 1983 and has
since been involved in all aspects of the real estate industry including
acquisition, renovation, sale, management and financing of various property
types including single-family dwellings, multi-story luxury complexes and
commercial real estate. Mr. Beyman also owns and operates a residential mortgage
brokerage operation. These operations are organized as the Empire-Empirian Group
of Holdings and its affiliates ("Empire"), which direct the management,
acquisition, renovation, financing and sale of residential and commercial
properties. The company is based in Montvale, NJ.

As of January 2007, Mr. Beyman owned or controlled 309 multifamily properties
totaling approximately $2.4 billion in reported market value.

PROPERTY MANAGEMENT. Empirian Property Management, Inc. ("Empirian"), an
affiliate of the Sponsor. Empirian was founded by a team of real estate
professionals, including Mr. Beyman, with over 15 years of real estate
experience. Empirian exclusively manages Empire's portfolio of approximately 300
properties totaling 35,000 units. Empirian's management approach is to hire
experienced local real estate professionals possessing local knowledge of their
respective markets. In September 2006, Empire acquired Equity Residential's
Lexford operating and management platform and maintained existing management
personnel.

LOCKBOX. Hard lockbox with springing cash management.

ESCROWS.

     EMPIRIAN 1 LOAN ESCROWS / RESERVES

TYPE:                    INITIAL     MONTHLY
-----------------------------------------------
Taxes                  $2,664,654           (2)
Insurance              $1,663,555           (3)
Capital Expenditures   $        0   $172,553
Deferred Maintenance   $  424,364   $      0

     EMPIRIAN 3 LOAN ESCROWS / RESERVES

TYPE:                    INITIAL     MONTHLY
-----------------------------------------------
Taxes                  $2,430,923           (2)
Insurance              $1,407,291           (3)
Capital Expenditures   $        0   $148,720
Deferred Maintenance   $  309,041   $      0
Environmental          $   75,000   $      0

(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.

(2)  An amount equal to one-twelfth of all annual tax bills.

(3)  An amount equal to one-twelfth of the annual insurance premiums for each
     property.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None existing or permitted.

PARTIAL RELEASES. Prior to the Defeasance Lockout Date (defined as two years
from the start-up day of the last securitization involving any related portion
of the Empirian Portfolio Loans) up to 25% (based on allocated loan amount) of
the individual Empirian Properties may be released from the lien of the related
mortgage provided that (i) the debt service coverage ratio ("DSCR") on the
applicable Empirian Loan immediately following the release is equal to or
greater than the greater of (a) the DSCR immediately prior to such release and
(b) the DSCR as of the loan closing date, (ii) the Empirian Borrowers prepay the
loan in an amount equal to the "Adjusted Release Amount" (equal to (x) with
respect to properties located in Michigan or Ohio, 110% of the allocated loan
amount for each such property, and (y) with respect to properties located in any
other state, 115% of the allocated loan amount for each such property) and (iii)
the Empirian Borrowers pay a prepayment premium in an amount equal to the
greater of yield maintenance and 1%.

After the Defeasance Lockout Date, the loan may be defeased in whole or in part
and the underlying properties may be released and replaced with U.S. treasury
securities in an amount equal to the adjusted release amount associated with the
properties being released, provided that the Empirian Borrowers comply with
standard defeasance provisions, including the requirement that after such
partial defeasance the DSCR on the applicable Empirian Loan is equal to or
greater than (a) the DSCR immediately prior to such release and (b) the DSCR as
of the loan closing date (ii) the Empirian Borrowers prepay the loan in an
amount equal to the "Adjusted Release Amount" (equal to (x) with respect to
properties located in Michigan or Ohio, 110% of the allocated loan amount for
each such property, and (y) with respect to properties located in any other
state, 115% of the allocated loan amount for each such property).

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

TOWN CENTER AT COBB

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                               Kennesaw, GA
Property Type                                                             Retail
Size (Square Feet)                                                       558,869
Percentage Physical Occupancy as of April 10, 2007                         91.8%
Year Built                                                                  1986
Year Renovated                                                              1998
Appraisal Value                                                     $351,000,000
# of Tenant Leases                                                           153
Average Rent Per Square Foot                                              $32.06
Underwritten Economic Occupancy                                            93.7%
Underwritten Revenues                                                $28,474,861
Underwritten Total Expenses                                           $8,277,910
Underwritten Net Operating Income (NOI)                              $20,196,952
Underwritten Net Cash Flow (NCF)                                     $19,402,834
March 2007 (TTM) NOI                                                 $19,901,417
2006 NOI                                                             $20,170,274
2005 NOI                                                             $18,666,703

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                    May 23, 2007
Cut-off Date Principal Balance                                      $280,000,000
Cut-off Date Loan Balance Per SF/Unit                                       $501
Percentage of Initial Mortgage Pool Balance                                 6.9%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.7400%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                        60
Original Call Protection                                     LO(26),Def(27),O(7)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     79.8%
LTV Ratio at Maturity or ARD                                               79.8%
Underwritten DSCR on NOI                                                   1.24x
Underwritten DSCR on NCF                                                   1.19x

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                               [MAP OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Town Center at Cobb Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering the fee interest
in a regional mall (the "Town Center at Cobb Property") located in Kennesaw,
Georgia. The Town Center at Cobb Loan represents approximately 6.9% of the
initial mortgage pool balance and approximately 10.1% of the initial loan group
1 balance.

The Town Center at Cobb Loan was originated on May 23, 2007, and has a principal
balance as of the cut-off date of $280 million. The Town Center at Cobb Loan has
a remaining term of 58 months to its maturity date of June 8, 2012. The Town
Center at Cobb Loan may be prepaid on or after December 8, 2011 without penalty,
and permits defeasance with United States government obligations beginning two
years after the creation of the MLMT Series 2007-C1 securitization trust.

THE PROPERTY. The Town Center at Cobb Property is a two-level, Class A, enclosed
regional mall anchored by Macy's, Macy's Furniture, Sears, Belks and JC Penny.
With the exception of the Belks, the anchors are tenant owned and not part of
the collateral for the Town Center at Cobb Loan. Junior anchors at the property
include The Gap and Victoria's Secret. The property contains approximately 150
in-line shops totaling approximately 387,000 square feet inclusive of the food
court and kiosks.

The mall is located at 400 Ernest West Barrett Parkway, Kennesaw, Cobb County,
Georgia approximately 20 miles northwest of the Atlanta central business
district ("CBD"). The property is situated on the north side of Barrett Parkway
less than one mile from the intersection of Interstates 75 and 575. The property
is visible from both highways, which serve as the area's primary north/south
thoroughfares providing access to the major employment centers in northwest
Atlanta. Barrett Parkway is a four to six lane major thoroughfare running
between western and northern Cobb County. Situated on 110.4 acres, the Town
Center at Cobb Property was constructed in 1986 with an expansion (reportedly
74,623 square feet of gross leaseable area ("GLA")) in 1998. The parking ratio
is 5.40:1000 total leaseable square feet.

The following table presents certain information relating to the major tenants
at the Town Center at Cobb Property:

                               TENANT INFORMATION



                                           CREDIT RATINGS                            BASE RENT      LEASE
TENANT NAME             PARENT COMPANY     (FITCH/S&P)(1)  SQUARE FEET(3)  % OF GLA     PSF      EXPIRATION
-----------------------------------------------------------------------------------------------------------

Macy's(2)                 Macy's Inc.          BBB/BBB          238,000       NAP       NAP        NAP
Macy's Furniture(2)       Macy's Inc.          BBB/BBB          232,000       NAP       NAP        NAP
Sears(2)                      NAP                               170,527       NAP       NAP        NAP
Belks                         NAP                               161,865      29.0%     $8.35    8/31/2012
J.C. Penney(2)        JC Penny & Co. Inc.      BBB/BBB-          82,000       NAP       NAP        NAP
The Gap                   The Gap Inc.         BB+/BB+           16,968       3.0      36.23   12/31/2008
Abercrombie & Fitch           NAP                                12,219       2.2      30.00    1/31/2012
Victoria's Secret       LTD Brands Inc.        NR/BBB-            9,983       1.8      40.00    1/31/2015
Express/Express Men           NAP                                 9,111       1.6      28.00    1/31/2015
-----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                          226,073      40.5%    $15.06
-----------------------------------------------------------------------------------------------------------


(1)  Ratings provided are for the entity identified in the "Parent Company"
     column whether or not the Parent Company guarantees the lease.

(2)  Anchor owned and not part of the collateral securing the Town Center at
     Cobb Loan.

(3)  Anchor owned square footage is excluded from total.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Town Center at Cobb Property:

                           LEASE ROLLOVER SCHEDULE(1)



               NUMBER     SQUARE      % OF
             OF LEASES    FEET        GLA       BASE RENT
    YEAR      EXPIRING  EXPIRING   EXPIRING     EXPIRING
----------------------------------------------------------

    2007         10       30,478       5.5%  $  915,820
    2008         17       58,936      10.5    1,894,953
    2009          7        4,993       0.9      436,400
    2010         15       22,920       4.1    1,247,874
    2011         15       18,989       3.4    1,260,120
    2012         15      180,476      32.3    2,454,356
    2013         11       27,533       4.9    1,071,272
    2014          9       19,019       3.4      815,277
    2015         18       64,925      11.6    2,292,544
    2016         21       46,692       8.4    2,229,119
    2017         12       30,805       5.5    1,621,658
Thereafter        3        7,038       1.3      200,206
  Vacant        NAP       46,065       8.2            0
----------------------------------------------------------
TOTAL           153      558,869     100.0%  $16,439,599
----------------------------------------------------------


                % OF     CUMULATIVE    CUMULATIVE     CUMULATIVE    CUMULATIVE %
             BASE RENT   SQUARE FEET     % OF GLA      BASE RENT    OF BASE RENT
     YEAR    EXPIRING     EXPIRING      EXPIRING       EXPIRING      EXPIRING
--------------------------------------------------------------------------------

     2007        5.6%       30,478          5.5%     $    915,820        5.6%
     2008       11.5        89,414         16.0         2,810,773       17.1
     2009        2.7        94,407         16.9         3,247,173       19.8
     2010        7.6       117,327         21.0         4,495,047       27.3
     2011        7.7       136,316         24.4         5,755,167       35.0
     2012       14.9       316,792         56.7         8,209,523       49.9
     2013        6.5       344,325         61.6         9,280,794       56.5
     2014        5.0       363,344         65.0        10,096,071       61.4
     2015       13.9       428,269         76.6        12,388,615       75.4
     2016       13.6       474,961         85.0        14,617,734       88.9
     2017        9.9       505,766         90.5        16,239,392       98.8
 Thereafter      1.2       512,804         91.8        16,439,599      100.0
   Vacant        0.0       558,869        100.0
--------------------------------------------------------------------------------
    TOTAL      100.0%
--------------------------------------------------------------------------------


(1)  Information obtained from the Town Center at Cobb Borrower's rent roll
     dated May 1, 2007.

THE MARKET(2). The Town Center at Cobb Property is located in Cobb County,
Georgia, within the greater Kennesaw area. The City of Atlanta is approximately
20 miles southeast of the property. The Atlanta-Sandy Springs-Marietta
metropolitan statistical area ("Atlanta MSA") consists of 28 counties in
northwest Georgia. From 1996 to 2006, Atlanta's gross metro product grew at an
average annual rate of 4.3%, higher than the nation's top 100 largest metro
areas ("Top 100") with an average of 3.6%. Over the same period, Atlanta's
annual population growth averaged 3.0%, above the Top 100 and national annual
averages of 1.2% and 1.0%, respectively.

The Town Center at Cobb Property is located in an area characterized as
rural/suburban. Over the past 20 years, the rural portions of Cobb and
neighboring counties have become popular residential communities due to their
proximity to interstate routes 75 and 575. These highways provide access to the
major employment centers in northwest Atlanta and greater Atlanta to the south.
Retail and commercial development has followed the migration of households to
the area. Local retail development is concentrated along Barrett Parkway mainly
near the Town Center at Cobb Property and the two interstate interchanges.
Nearby retail uses include power centers, community centers, freestanding
buildings and restaurants.

The Town Center at Cobb Property's primary trade area spans a 10-mile radius
around the center. Given its regional accessibility and the location of
competitive properties, a secondary trade area expands to a 15-mile radius. The
primary and secondary trade areas had 2006 populations of 594,983 and 1,024,620
persons, respectively. Between 2000 and 2006, the population within the primary
trade area increased at a compound annual rate of 1.59%. Average 2006 household
income within the primary trade area was $86,904, 112.9% of the Atlanta MSA
average ($76,961) and 132.2% of the state average ($65,738), with 29.3% of
households earning at least $100,000 per year.

Other regional malls within 15 miles of the Town Center at Cobb Property
include Perimeter Mall, Cumberland Mall and Northpoint Mall.

THE BORROWER. Town Center at Cobb, LLC (the "Town Center at Cobb Borrower") is
a single purpose, bankruptcy remote entity owned in a joint venture between an
entity owned 50% by Simon Property Group, Inc. ("Simon") and 50% by The Mills
Corporation, which was recently acquired by a joint venture between Simon and
Farallon Capital Management.

Founded in 1960 and headquartered in Indianapolis, Indiana, Simon is the
largest publicly traded retail real estate investment trust (REIT) in North
America and the country's largest owner, developer and manager of retail real
estate. As of March 31, 2007, Simon owned or held an interest in 285 properties
in the United States containing an aggregate of 201 million square feet of GLA
in 38 states and Puerto Rico.

PROPERTY MANAGEMENT. Simon Management Associates II, LLC, an affiliate of the
Town Center at Cobb Borrower

LOCKBOX. Hard with springing cash management

ESCROWS. None.

PERMITTED MEZZANINE DEBT. Simon, as mezzanine borrower shall have the right,
upon thirty days prior written notice to lender, to obtain a mezzanine loan
secured by a pledge of any or all of its direct or indirect ownership interests
in Town Center at Cobb Borrower without lender approval or rating agency
confirmation provided that, among other requirements, a maximum loan-to-value
ratio of 80% and a minimum debt service coverage ratio of 1.05x have been
maintained on the aggregate loan balance.

(2)  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, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

DRA / COLONIAL OFFICE PORTFOLIO

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                      Various
Location (City/State)(1)                                                 Various
Property Type(1)                                                         Various
Size (Square Feet)                                                     5,227,519
Percentage Physical Occupancy as of June 1, 2007                           93.9%
Year Built(1)                                                            Various
Year Renovated(1)                                                        Various
Appraisal Value(1)                                                  $933,100,000
# of Tenant Leases                                                           618
Average Rent Per Square Foot                                              $19.70
Underwritten Economic Occupancy                                            91.8%
Underwritten Revenues                                               $108,269,933
Underwritten Total Expenses                                          $39,427,229
Underwritten Net Operating Income (NOI)                              $68,842,703
Underwritten Net Cash Flow (NCF)                                     $60,329,044
2006 NOI                                                             $59,546,991

(1)  See the table titled "DRA / Colonial Office Portfolio Properties" under
     "The Property" section below.

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                         WFB
Loan Group                                                                     1
Origination Date                                                   June 13, 2007
Cut-off Date Principal Balance                                      $247,302,419
Cut-off Date Loan Balance Per SF/Unit                                       $142
Percentage of Initial Mortgage Pool Balance                                 6.1%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.6100%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            84
Original Term to Maturity/ARD (Months)                                        84
Original Call Protection                                    LO(25), Def(55),O(4)
Lockbox                                           None at Closing Springing Hard
Cut-off Date LTV Ratio                                                     79.5%
LTV Ratio at Maturity or ARD                                               79.5%
Underwritten DSCR on NOI                                                   1.63x
Underwritten DSCR on NCF                                                   1.43x

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                [3 MAPS OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "DRA / Colonial Office Portfolio Loan") is
evidenced by a single promissory note and a loan agreement secured by first
priority deeds of trust, mortgages and deeds to secure debt encumbering 17 Class
A office buildings one Class A anchored shopping center and one Class A
office/retail mixed use property (collectively the "DRA / Colonial Office
Portfolio Properties") located in the Birmingham, Alabama; Orlando, Florida;
Tampa, Florida; Atlanta, Georgia; Charlotte, North Carolina and Austin, Texas
markets. The DRA / Colonial Office Portfolio Loan represents approximately 6.1%
of the initial mortgage pool balance and approximately 8.9% of the initial loan
group 1 balance.

The DRA / Colonial Office Portfolio Loan was originated on June 13, 2007, and
has a principal balance as of the cut-off date of $247,302,419. The DRA /
Colonial Office Portfolio Loan has a remaining term of 83 months to its
scheduled maturity date of July 1, 2014. The DRA / Colonial Office Portfolio
Loan permits defeasance in whole or partial defeasance, on a property by
property basis, with United States government obligations or other government
securities upon two years after the creation of the securitization trust (the
"DRA / Colonial Office Portfolio Defeasance Date"). Voluntary prepayment of the
DRA / Colonial Office Portfolio Loan is permitted on or after April 1, 2014,
without penalty.

The DRA / Colonial Office Portfolio Loan is pari passu with two (2) other
promissory notes (the "DRA / Colonial Office Portfolio Pari Passu Notes") and,
together with the DRA / Colonial Office Portfolio Loan (the "DRA / Colonial
Office Portfolio Loan Combination") has an aggregate principal balance,
including the DRA / Colonial Office Portfolio Loan, of $741,907,256. The initial
disbursement of the DRA / Colonial Office Portfolio Loan was $588,222,819 and at
any time prior to August 15, 2007 an additional $153,684,437 (the "Future
Advance") will be advanced under the DRA / Colonial Office Portfolio Pari Passu
Notes upon request, subject to certain conditions, including but not limited to,
(i) no default exists, and (ii) no material advance change to the collateral or
borrower has occurred. The DRA / Colonial Office Portfolio Pari Passu Notes are
secured by the same mortgage as the DRA / Colonial Office Portfolio Loan. The
DRA / Colonial Office Portfolio Pari Passu Notes are pari passu in right of
payment and in other respects to the DRA / Colonial Office Portfolio Loan, and
have the same interest rate, maturity date and original term to maturity as the
DRA / Colonial Office Portfolio Loan. The DRA / Colonial Office Portfolio Pari
Passu Notes will be held outside of the trust and are expected to be securitized
in other transactions. See "Description of the Mortgage Pool -- The Loan
Combinations" in the offering prospectus.

THE PROPERTIES. The DRA / Colonial Office Portfolio Loan is secured by a fee
interest in 17 office properties consisting of 4,864,866 square feet and located
in Birmingham, AL; Orlando, FL; Tampa, FL; Atlanta, GA; Charlotte, NC and
Austin, TX markets; and one shopping centers consisting of 125,462 square feet
and located in Birmingham, AL and one 237,191 square foot mixed use property in
Lake Mary, FL. The DRA / Colonial Office Portfolio Properties have occupancies
that range between 77.3% and 100%. As of June 1, 2007, the DRA / Colonial Office
Portfolio Properties are 93.9% occupied by 618 tenants.

The following table presents certain information regarding the DRA / Colonial
Office Portfolio Properties:

                   DRA / COLONIAL OFFICE PORTFOLIO PROPERTIES



                                                                            CUT-OFF DATE
                                                                              ALLOCATED            YEAR             YEAR
PROPERTY                        CITY/STATE                       TYPE          BALANCE            BUILT          RENOVATED
--------------------------------------------------------------------------------------------------------------------------

Heathrow Inter. Business Ctr.   Lake Mary, Florida              Office      $ 34,630,982   1989/1996/1998-2001      2002
Research Office Park            Austin, Texas                   Office        26,447,908           2001              NAP
CC at Town Park                 Lake Mary, Florida              Office        23,265,602      2001-2002/2006         NAP
Colonial Place I & II           Tampa, Florida                  Office        20,379,333        1985-1986            NAP
CC at Colonnade                 Birmingham, Alabama             Office        19,575,196      1988-1989/1999        2004
Peachtree Street                Atlanta, Georgia                Office        15,561,000           1989              NAP
CP Town Park Combined           Lake Mary, Florida          Office/Retail     14,764,167           2004              NAP
Concourse Center                Tampa, Florida                  Office        12,254,067        1982-1984            NAP
CC at Town Park 600             Lake Mary, Florida              Office        11,926,964           2002             2004
Riverchase Center               Birmingham, Alabama             Office         9,226,014        1987/1990            NAP
International Office Park       Birmingham, Alabama             Office         8,717,915        1987/1999           2004
Colonial Center at Bayside      Clearwater, Florida             Office         8,370,268        1987/1994           1997
Colonial Center at Blue Lake    Birmingham, Alabama             Office         7,380,812           1982             2005
Shops at Colonnade -- Retail    Birmingham, Alabama             Retail         7,225,554           1989             2004
Colonial Plaza                  Birmingham, Alabama             Office         6,712,260           1982             2004
Esplanade                       Charlotte, North Carolina       Office         6,685,518           1981             2005
Maitland Office Building        Maitland, Florida               Office         5,273,750           1984              NAP
HIBC 1000 Building              Lake Mary, Florida              Office         4,679,862           1997              NAP
One Independence Plaza          Birmingham, Alabama             Office         4,225,247           1978              NAP
--------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                      $247,302,419
--------------------------------------------------------------------------------------------------------------------------

                                             % OF
                                             TOTAL
                                  SQUARE    SQUARE                                                           APPRAISED
PROPERTY                           FEET      FEET    OCCUPANCY                 PRIMARY TENANT                  VALUE
-----------------------------------------------------------------------------------------------------------------------

Heathrow Inter. Business Ctr.     835,201    16.0%      84.5%    Symantec Corporation                      $129,500,000
Research Office Park              357,689     6.8      100.0     Charles Schwab & Co., Inc.                  98,900,000
CC at Town Park                   458,259     8.8       98.2     Pershing, LLC                               87,000,000
Colonial Place I & II             371,473     7.1       97.3     Blue Cross & Blue Shield                    77,000,000
CC at Colonnade                   419,387     8.0       99.7     Infinity Insurance Company                  73,200,000
Peachtree Street                  309,625     5.9       91.5     Kurt Salmon Associates Inc.                 58,500,000
CP Town Park Combined             237,191     4.5       96.4     Albertson's # 4316                          57,000,000
Concourse Center                  294,369     5.6       99.6     HealthPlan Services II                      46,300,000
CC at Town Park 600               199,585     3.8      100.0     Fiserv, Inc.                                44,600,000
Riverchase Center                 306,143     5.9       93.6     BioHorizons Implant Systems                 34,500,000
International Office Park         210,984     4.0       99.3     Command Alkon Inc.                          32,600,000
Colonial Center at Bayside        212,882     4.1       98.8     Presidion Solutions/2                       31,300,000
Colonial Center at Blue Lake      166,590     3.2       99.2     Colonial Properties Trust                   27,600,000
Shops at Colonnade -- Retail      125,462     2.4       98.3     Gold's Gym                                  28,600,000
Colonial Plaza                    170,850     3.3       84.7     Alabama Gas Corporation                     25,100,000
Esplanade                         202,817     3.9       81.7     Homecomings Financial Network, Inc.         25,000,000
Maitland Office Building          155,730     3.0       77.3     Adventist Health System                     23,100,000
HIBC 1000 Building                 87,066     1.7      100.0     The Sungard                                 17,500,000
One Independence Plaza            106,216     2.0       90.7     Birmingham Gastroenterology Association     15,800,000
-----------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE          5,227,519   100.0%      93.9%                                              $933,100,000
-----------------------------------------------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

The following table presents certain information relating to the major tenants
at the DRA / Colonial Office Portfolio Properties:

                               TENANT INFORMATION



                                              CREDIT RATINGS                            BASE RENT      LEASE
TENANT NAME                  PARENT COMPANY   (FITCH/S&P)(1)   SQUARE FEET   % OF GLA      PSF      EXPIRATION
--------------------------------------------------------------------------------------------------------------

Charles Schwab & Co., Inc.   NAP                    A/A+         357,689        6.8%      $22.21     Various(2)
Fiserv, Inc.                 NAP                  NR/BBB+        291,642        5.6        20.46     Various(3)
Infinity Insurance Company   NAP                    A/A          153,783        2.9        21.50    3/31/2016
Bank of New York             NAP                  AA--/A+        130,630        2.5        21.42     Various(4)
--------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                           921,848       17.6%      $21.44
--------------------------------------------------------------------------------------------------------------


(1)  Ratings provided are for the entity identified in the "Parent Company"
     column whether or not the Parent Company guarantees the lease.

(2)  Charles Schwab & Co., Inc. currently subleases 100% of this space to other
     tenants, and has leases containing 87,563 square feet of space expiring
     3/31/2009, while 270,126 square feet of space expires 3/31/2012.

(3)  Fiserv, Inc. has leases containing 93,557 square feet of space expires
     6/30/2012, while 198,085 square feet expires 7/31/2012.

(4)  Bank of New York has leases containing 62,893 square feet of space expires
     7/31/2011, while 67,737 square feet expires 10/31/2016.

The following table presents certain information relating to the lease rollover
schedule at the DRA / Colonial Office Portfolio Properties:

                            LEASE ROLLOVER SCHEDULE(5)



                                                                          CUMULATIVE
               NUMBER      SQUARE      % OF                      % OF       SQUARE     CUMULATIVE    CUMULATIVE   CUMULATIVE %
             OF LEASES      FEET        GLA      BASE RENT    BASE RENT      FEET       % OF GLA     BASE RENT    OF BASE RENT
   YEAR       EXPIRING    EXPIRING   EXPIRING     EXPIRING     EXPIRING    EXPIRING     EXPIRING      EXPIRING      EXPIRING
------------------------------------------------------------------------------------------------------------------------------

    MTM         54         175,971       3.4%   $ 3,326,300       3.4%       175,971        3.4%    $ 3,326,300        3.4%
    2007        51         241,612       4.6      4,768,301       4.9        417,583        8.0       8,094,601        8.4
    2008       118         524,610      10.0     10,705,543      11.1        942,193       18.0      18,800,143       19.4
    2009       113         628,671      12.0     12,242,184      12.7      1,570,864       30.0      31,042,328       32.1
    2010        92         426,178       8.2      8,646,731       8.9      1,997,042       38.2      39,689,059       41.1
    2011        86         787,736      15.1     15,969,641      16.5      2,784,778       53.3      55,658,700       57.6
    2012        42         890,783      17.0     18,167,576      18.8      3,675,561       70.3      73,826,276       76.4
    2013        18         231,456       4.4      4,643,688       4.8      3,907,017       74.7      78,469,964       81.2
    2014         9         134,676       2.6      2,224,010       2.3      4,041,693       77.3      80,693,974       83.5
    2015        12         274,537       5.3      5,375,673       5.6      4,316,230       82.6      86,069,647       89.0
    2016        14         318,037       6.1      6,224,560       6.4      4,634,267       88.7      92,294,207       95.5
    2017         3         159,766       3.1      3,213,142       3.3      4,794,033       91.7      95,507,349       98.8
Thereafter       6         112,366       2.1      1,156,029       1.2      4,906,399       93.9      96,663,378      100.0
  Vacant                   321,120       6.1              0       0.0      5,227,519      100.0
------------------------------------------------------------------------------------------------------------------------------
   TOTAL       618       5,227,519     100.0%   $96,663,378     100.0%
------------------------------------------------------------------------------------------------------------------------------


(5)  Information obtained from the DRA / Colonial Office Portfolio Borrower's
     rent roll dated June 1, 2007.

THE MARKETS(6).

BIRMINGHAM, ALABAMA: Birmingham is the largest city in the state of Alabama; the
Greater Birmingham region contains 1.1 million people and represents roughly a
quarter of the state's population. Over the past 20 years, Birmingham has been
in the top ten nationally of high income growth cities. The city's largest
employer is the University of Alabama with a workforce of almost 19,000
employees. AmSouth and Regions Financial are in the process of a merger that
will create the nation's 8th largest bank and represent the area's second
largest employer.

The Birmingham Office market ended the 1st Quarter 2007 with a vacancy rate of
8.6%, which was 0.4% lower than the previous quarter. Class A projects reported
a vacancy rate of 10.6%, while Class B projects reported a lower vacancy of
7.9%. The overall vacancy rate in Birmingham's central business district at the
end of the first quarter 2007 decreased to 13.5%, with suburban markets
decreasing to 7.2%. Net absorption for the overall Birmingham office market was
a positive 294,069 square feet in the 1st Quarter 2007. That compares to a
positive 192,380 square feet during the 4th Quarter 2006. The average asking
rental rate for all classes of available office space was $17.00 psf, which
represented an 11.0% increase from YE 2006. During the 1st Quarter 2007, 2
buildings totaling 36,470 square feet were completed in the Birmingham market
area. This compares to 5 buildings totaling 34,360 square feet that were
completed during the 4th quarter of 2006. There were 367,545 square feet of
office space under construction at the end of the first quarter 2007.

(6)  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, 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.


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ORLANDO, FLORIDA: Orlando is Florida's sixth-largest city with over 1.9 million
people in the greater metropolitan area. The Orlando-Kissimmee MSA, consists of
Lake, Orange, Osceola, and Seminole Counties. Between 1995 and 2005, the Orlando
MSA experienced an annual growth rate of 3.1%; more than double that of the Top
100 average of 1.2%. Between 1995 and 2005, Orlando's employment base grew at an
average annual rate of 3.7%, more than double the 1.4% average across the Top
100.

A large part of Orlando's economy is tourism which brings in millions of
visitors to the city annually. Orlando is home to the Walt Disney World Resort,
Sea World, and the Universal Orlando Resort. The city is the second largest in
the country for number of hotel rooms and sees an estimated 52 million tourists
per year. The city is home to two major health systems, Florida Hospital and
Orlando Regional Healthcare System. The Central Florida region is home to
offices or labs leased or owned by firms such as Lockheed-Martin, IBM, Oracle,
Siemens, Westinghouse, GE, AT&T, Boeing, Fiserv, Symantec, and Northrop Grumman.

According to a 1st Quarter 2007 market survey by REIS Real Estate Group, the
Orlando office market reflected a 10.0% vacancy rate, which was a 0.3% increase
from the 9.7% rate recorded for year-end 2006. The YE 2006 vacancy rate
reflected annual net absorption (1.6 million square feet), combined with
moderate construction (756,028 square feet), reducing by 2.7% the YE 2005 rate
to give metro Orlando its first single-digit year-end vacancy since 1999. Fourth
quarter 2006 asking and lease rents were $20.82 psf and $17.83 psf,
respectively. This trend continued during the first quarter of 2007, with
average asking rents increasing almost 2% to $21.22.

TAMPA, FLORIDA: Tampa, located on west coast of the state of Florida, has a
total population of 326,519 making it Florida's third largest city behind
Jacksonville and Miami. The Tampa-St. Petersburg-Clearwater metropolitan area is
composed of four counties and has a population of roughly 2.7 million. Tampa's
port is the seventh largest in the nation and Florida's largest tonnage port,
handling nearly half of all seaborne commerce that passes through the state.
Three Fortune 1000 companies are headquartered in the metropolitan area; Outback
Steakhouse, Inc., TECO Energy, which provides energy for the surrounding area,
and Raymond James Financial. Additionally Publix, a Fortune 500 supermarket
chain, is headquartered in nearby Lakeland, Florida.

According to a 1st Quarter 2007 market survey by REIS Real Estate Group, the
Tampa office market reflected an 11.2% vacancy rate, up 0.1% from a quarter
earlier but unchanged year-over year. The overall vacancy trend for the last few
years has been downward. Preliminary first quarter data shows a small increase
in vacancy, to 11.2%. Rent growth was strong in 2006; respective increases of
7.6% and 8.9% produced year-end asking and effective average lease rates at
$20.21 and $17.45 psf, respectively. Preliminary first quarter 2007 data puts
the first quarter asking average at $20.62 psf, after a 2.0% increase. Southeast
reports 1.44 million square feet under construction, nearly one-third of which
belong to projects smaller than 25,000 square feet. Major projects presently
underway include the 750,000-square-foot, three-building office component of
MetLife's 1.5 million-square-foot mixed-use redevelopment of its campus in
Westshore. Just across the street, Crescent Resources is developing the
247,000-square-foot Corporate Center IV at International Plaza. Other
substantial endeavors include Highwoods Properties' 208,000-square-foot second
phase of Highwoods Bay Center I, also in Westshore. In February 2007, reports
the Tampa Bay Business Journal, Ohio based Equity Inc. announced its plans for
the $200 million, 1 million square- foot mixed-use office-retail South Bend
project on a 133-acre site at I-75 and Big Bend Round in south Hillsborough
County.

ATLANTA, GEORGIA: Atlanta achieved 3.1% growth in average nonagricultural
employment, above the U.S. average. At the end of 2006, the Atlanta economy was
slowing. According to the U.S. Department of Labor, Bureau of Labor Statistics
(BLS), average non-farm employment increased 2.6% last year for a net gain of
60,100 jobs. As of February 2007, employment was up only 1.8% (42,100 jobs) from
12 months prior. Atlanta achieved 2.9% annual average population gains over the
preceding five years. BLS reports a March 2007 MSA unemployment rate of 3.9%,
down from 4.5% a year earlier.

Peachtree Street is located within the Midtown/Pershing submarket of Atlanta,
which totals approximately 14 million square feet. According to a 1st Quarter
2007 market survey by REIS Real Estate Group, the submarket vacancy was reported
at 14.9%, which was down 3.0% from YE 2006. Average asking rents in this
submarket were reported at $24.51 psf, which was a five year high. Average
asking rents have increased three straight quarters from $24.05 in the 3rd
Quarter of 2006 to the current $24.51 psf. The submarket experienced positive
absorption of 48,000 square feet during the 1st Quarter of 2007, with 695,000
square feet absorbed in 2006. New construction in this submarket has been
moderate, with 681,000 square feet added in 2006. This reflects an increase of
almost 6%. Currently, there is only 278,000 square feet projected to hit the
market in 2007.

CHARLOTTE, NORTH CAROLINA: Employment growth picked up for the Charlotte MSA
toward the end of 2006. According to Current Employment Survey (CES) data from
the Bureau of Labor Statistics (BLS), non-farm payroll employment rose by 25,900
jobs (3.2%) in the year to December 2006, similar to a gain of 23,700 jobs
(3.0%) in the year to December 2005. Employment data from 2000 to 2006 showed a
gain of 54,100 jobs (7.1%) and increases in every sector except for
Manufacturing (down 26,000 jobs or 23.9%) and Information (down 2,300 jobs or
9.5%). The gains were lead by Financial Activities, with a 2000 to 2006 gain of
20,500 jobs (36.2%). In the year to December 2006, this sector gained 4,900 jobs
(6.6%) and the Professional and Business Services sector gained 5,700 jobs
(4.8%). Moreover, the post-2000 industrial decline has ebbed, with
Manufacturing, Wholesale Trade, and Transportation and Utilities employment flat
through December 2006, according to CES data. Household-based data from the BLS
shows similar growth in the number of employed residents of the MSA (up by
20,259 or 2.6% year-over-year in December) and the labor force (up 20,674 or
2.6%). This has generated strong ongoing population growth, with the region
gaining 43,000 residents (2.8%) in 2006 according to Economy.com after similar
gains in 2004 and 2005. This is boosting the local economy, with CES data
showing a gain of 3,500 jobs (3.9%) in Retail Trade in the year to December
2006. Housing prices are at roughly the national average. The National
Association of Realtors reports a fourth quarter median sales price of $198,200
for single-family homes, up

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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8.0% from a year earlier. According to the U.S. Census Bureau, the number of
housing units authorized by building permits in structures with five or more
units was 4,603 in 2006, up 78.6% from 2005. Construction and related industry
employment was up 4,300 (8.0%) year-over-year.

Esplanade is located within the South Park submarket of Charlotte, which totals
approximately 4.4 million square feet. According to a 1st Quarter 2007 market
survey by REIS Real Estate Group, the submarket vacancy was reported at 17.3%,
which was 4.0% higher than YE 2006. Average asking rents in this submarket were
reported at $22.75 psf, which was 1.4% higher than YE 2006 and at a 5-year high.
The submarket experienced negative absorption of 171,000 square feet during the
1st Quarter of 2007, which contributed to the increase in vacancy from YE 2006.
New construction in 2006 was substantial, with 397,000 square feet (9% increase)
added to the market.

AUSTIN, TEXAS: The Austin economy improved at the end of 2006. According to
Current Employment Survey (CES) data from the Bureau of Labor Statistics (BLS),
non-farm payroll employment rose by 33,100 jobs (4.7%) from December 2005 to
December 2006, outpacing a gain of 25,100 jobs (3.7%) in the previous 12 months.
The population is growing rapidly, with Economy.com reporting an increase of
nearly 48,000 residents (3.2%) in 2006, following a similar gain the prior year.
Job growth has occurred in the Retail Trade (up 2,400 jobs, or 3.1%) and Leisure
and Hospitality (up 5,300, or 7.6%) sectors, the office-based Financial
Activities (up 1,700, or 4.0%) and Professional and Business Services (up 4,600,
or 4.8%) sectors are expanding as well. Likewise in the industrial sector, with
employment growth not only in Wholesale Trade (up 1,700, or 4.5%) and Transport
and Utilities (up 500, or 4.0%) but also in Manufacturing (up 2,000, or 3.5%).
The Local Government (up 3,700, or 5.2%) is growing as well. Non-farm employment
is 47,300 jobs (7.0%) higher than in 2000 at the peak of the tech sector. While
compared to 2000 employment levels, the Information (down 2,500, or 10.3%) and
Manufacturing (down 24,200, or 29.2%) sectors remain lower, every other labor
sector is up. From 2003 to 2006, lagging sectors have added jobs as well.
According to the National Association of Realtors, the Austin MSA median
existing home sales price in the third quarter was $175,200 for single family,
up 4.9% year-over-year, and $160,000 for condos and coops, up 16.5%. Both are
below the national averages of $219,300 and $220,900, respectively. According to
the U.S Census Bureau, the number of housing units receiving building permits in
structures with five or more units in 2006 was 8,064, up 53.3% from 2005.
Construction and related employment continues to increase, according to CES
data, with an 11.8% (4,900-job) gain in 2006.

Research Park Plaza is located within the North central submarket of Austin,
which totals approximately 5.3 million square feet. According to a 1st Quarter
2007 market survey by REIS Real Estate Group, the submarket vacancy was reported
at 13%, which was 2.4% lower than YE 2006. Vacancy rates have continued to
decrease over the last four quarters, dropping from a high of 19.7% during the
1st Quarter of 2006 to the current 13%. Average asking rents in this submarket
were reported at $21.02 psf, which was a 5-year high. Over the last 3 years,
average asking rents increased almost 23% and 6% just over the last two
quarters. The submarket experienced positive absorption of 193,000 square feet
during the 1st Quarter of 2007, with 176,000 square feet absorbed in 2006. This
submarket has achieved positive absorption seven of the last eight quarters.
There has been no new construction in this submarket since 2003.

THE BORROWERS. The borrowers are 19 single purpose entities (collectively, the
"DRA / Colonial Office Portfolio Borrowers"), which own no material assets other
than their respective DRA / Colonial Office Portfolio Properties and related
ownership interests. The DRA / Colonial Office Portfolio Borrowers are Delaware
limited liability companies, or partnerships, with an independent manager. A
non-consolidation opinion regarding each of the DRA / Colonial Office Portfolio
Borrowers was delivered at origination. The DRA / Colonial Office Portfolio
Borrowers are indirectly controlled by DRA G&I Fund VI Real Estate Investment
Trust ("DRA") and Colonial Properties Trust ("Colonial"), (the "DRA / Colonial
Office Portfolio Sponsors"). The DRA / Colonial Office Portfolio Sponsors, or
their affiliates, own most of the beneficial interest in the DRA / Colonial
Office Portfolio Borrower.

DRA was established in 1986 as Dreyfus Realty Advisors, Inc., the real estate
advisory arm of The Dreyfus Corporation. Subsequent to its merger with Mellon
Bank, N.A., Dreyfus was required to divest its real estate advisory activities.
Renamed DRA Advisors, the founding principals acquired the parent company's
interest in 1994 and have grown DRA to its current position. As a registered
investment advisor, DRA manages over $8 billion in assets. Since inception, DRA
has acquired more than 80 shopping centers (totaling over 18 million square
feet), over 60 office properties (totaling over 12 million square feet), and 60
multi-family investments (comprised of over 16,000 units in more than 10
markets).

Colonial, originally incorporated in 1970, completed its initial public offering
in September 1993. Over the last forty years, through a series of acquisitions
and joint ventures, Colonial has grown from a small regional portfolio
headquartered in Birmingham, Alabama into a fully-integrated, publicly traded
REIT. Colonial is a self-administered and self-managed real estate investment
trust that, through its subsidiaries, owns a portfolio of multifamily, office
and retail properties in the Sunbelt region of the United States. As a fully
integrated real estate firm, the Company develops new properties, acquires
existing facilities and provides management, leasing and brokerage services for
its own portfolio as well as for properties owned by third parties. As of
September 30, 2006, Colonial directly owned or managed 46,125 apartment units,
17.7 million square feet of office space and 12.1 million square feet of retail
shopping space throughout the Sunbelt regions of the United States.

PROPERTY MANAGEMENT. The manager for the DRA / Colonial Office Portfolio
Properties is Colonial Properties Services, Inc., an affiliate of Colonial.

LOCKBOX. The DRA / Colonial Office Portfolio Loan includes a springing hard cash
management agreement. After any (a) event of default; or (b) if the quarterly
DSCR test falls below 1.15x (collectively, "Trigger Events"), all rents and any
other income will be delivered to lender or designee to be deposited into a
lockbox account. Any collected funds will be distributed in an amount sufficient
to satisfy monthly tax and insurance deposits, debt service amounts, as well as
for the funding of certain springing reserve accounts. The DRA / Colonial Office
Portfolio Borrowers have the ability to

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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avoid a Trigger Event by depositing either cash or a letter of credit with the
lender in an amount which, if such amount was applied to the DRA / Colonial
Office Portfolio Loan, would be sufficient to reduce the principal amount of the
DRA / Colonial Office Portfolio Loans so that the Trigger Event would not exist.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the DRA / Colonial Office Portfolio Loan:

                               ESCROWS / RESERVES

                  TYPE:                    INITIAL    MONTHLY
                  --------------------------------------------
                  Taxes(1)                    $0     Springing
                  Insurance(2)                $0     Springing
                  Replacement Reserve(3)      $0     Springing
                  TILC Reserve(4)             $0     Springing

(1)  Following the occurrence a Trigger Event, monthly Tax escrows will be
     collected in an amount equal to one-twelfth of the Taxes that the lender
     estimates will be due during the next twelve months.

(2)  Following the occurrence a Trigger Event, monthly Insurance escrows will be
     collected in an amount equal to one-twelfth of the Insurance Premiums that
     the lender estimates will be due during the next twelve months.

(3)  Following the occurrence a Trigger Event, monthly Replacement Reserves will
     be collected in an amount equal to one-twelfth of $0.26 per square foot per
     annum of gross leaseable area at the DRA / Colonial Office Portfolio
     Properties.

(4)  Following the occurrence a Trigger Event, monthly TILC Reserves will be
     collected in an amount equal to one-twelfth of $1.37 per square foot per
     annum of gross leaseable area at the DRA / Colonial Office Portfolio
     Properties.

ADDITIONAL DEBT. None

PERMITTED MEZZANINE DEBT. The DRA / Colonial Office Portfolio Loan permits the
owners of the DRA / Colonial Office Portfolio Borrowers to incur mezzanine debt,
subject to the satisfaction of conditions, among other items, the following: (i)
no event of default has occurred and is continuing; (ii) the net operating
income, as determined by lender, is sufficient to satisfy an aggregate debt
service coverage ratio of at least 1.20x; (iii) the LTV follwing the incurrence
of Mezzanine Debt is not greater than 80% (iv) the maturity date of the
mezzanine loan shall be on or after the maturity date of the DRA / Colonial
Office Portfolio Loan; (v) an intercreditor agreement has been delivered; and
(vi) rating agency confirmation has been obtained.

RELEASE PROVISIONS. After the DRA / Colonial Office Portfolio Defeasance Date,
an individual property may be released from the DRA / Colonial Office Portfolio,
subject to the satisfaction of certain conditions, including: (i) the DRA /
Colonial Office Portfolio Loan is partially defeased in an amount equal to
either (a) 105% of the allocated loan amount for the individual property being
released, if the sum of the allocated loan amounts for all of the individual
properties which have been and are being released is less than or equal to 20%
of the original principal balance of the DRA / Colonial Office Portfolio Loan,
or (b) 110% of the allocated loan amount for the individual property being
released, if the sum of the allocated loan amounts for all of the individual
properties which have been and are being released is greater than 20% of the
original principal balance of the DRA / Colonial Office Portfolio Loan; (ii) the
DSCR after the release is at least equal to 1.41x, (iii) the LTV after the
release is not greater than 79.5%, (iv) no event of default has occurred and is
continuing, and (v) other customary provisions set forth in the loan documents.
If the DSCR and/or LTV tests above would not be satisfied, the DRA / Colonial
Office Portfolio Borrowers, may either (x) increase the release price to an
amount which would cause the DSCR and/or LTV tests to be satisfied or (y)
deposit cash or a letter of credit in an amount which, if applied to the
outstanding principal balance of the DRA / Colonial Office Portfolio Loan, would
cause the DSCR and/or LTV tests to be satisfied.

At any time prior to December 1, 2008, the residential portion of the individual
property located at 950 Market Promenade Avenue, Lake Mary, Florida (the
"Colonial Town Park Property") may be released from the DRA / Colonial Office
Portfolio, without prepayment, subject to the satisfaction of certain
conditions, including: (i) a legal subdivision is completed between the
residential portion and remaining portion of the Colonial Town Park Property,
(ii) a condominium regime is established in which the residential portion of the
Colonial Town Park Property is separated into multiple residential condominium
units and the remainder of the Colonial Town Park Property is separated into one
or more commercial condominium units, (iii) no event of default has occurred and
is continuing, and (iv) other customary provisions set forth in the loan
documents. The Colonial Town Park Property residential component was not viewed
as collateral for the DRA / Colonial Office Portfolio Loan for underwriting
purposes, and was not included in the property's valuation.

At any time, the portion of the Colonial Town Park Property which contains the
Ruth's Chris restaurant (the "Ruth's Chris Property") may be released from the
DRA / Colonial Office Portfolio, without prepayment, subject to the satisfaction
of certain conditions, including: (i) the DRA / Colonial Office Portfolio
Borrowers pay to the lender an amount equal to the sum of (a) the greater of (1)
the net proceeds for the sale of the Ruth's Chris Property and (2) $2,160,000,
and (b) any additional amount which would be required to purchase defeasance
securities to partially defease the amount of the DRA / Colonial Office
Portfolio Loan being prepaid, (ii) a legal subdivision is completed between the
Ruth's Chris Property and the remainder of the Colonial Town Park Property,
(iii) no event of default has occurred and is continuing, and (iv) other
customary provisions set forth in the loan documents.

At any time, the residential apartment portion and vacant land portion of the
individual properties located at 100/200/300 and 600 Colonial Center Parkway,
Lake Mary, Florida (the "Lake Mary Properties") may be released from the DRA /
Colonial Office Portfolio, without prepayment, subject to the

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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satisfaction of certain conditions, including (i) a legal subdivision is
completed between (a) the residential apartment portion and the vacant land
portion and (b) the remainder of the Lake Mary Properties, (ii) no event of
default has occurred and is continuing, and (iii) other customary provisions set
forth in the loan documents. The Lake Mary Properties' residential and vacant
land component was not viewed as collateral for the DRA / Colonial Office
Portfolio Loan for underwriting purposes, and was not included in the property's
valuation.

SUBSTITUTION PROVISIONS. An individual property may be released from the DRA /
Colonial Office Portfolio Loan and a comparable property substituted in its
place, subject to the satisfaction of certain conditions, including (i) the LTV
following the substitution is not greater than 79.5%, (ii) the DSCR following
the substitution is equal to or greater than 1.41:1.00, (iii) the sum of the
allocated loan amount of the individual property plus the allocated loan amounts
of all other individual properties which have previously been substituted does
not exceed 50% of the original principal balance of the DRA / Colonial Office
Portfolio Loan, (iv) no more than 50% of the individual properties may be
substituted, (v) no event of default has occurred and is continuing, and (vi)
other customary provisions set forth in the loan documents.

ASSUMPTION PROVISIONS. The DRA / Colonial Office Portfolio Loan may be partially
assumed by a third party purchaser that is acquiring one or more individual
properties (the "Partial Loan Assumption"), subject to the satisfaction of
certain conditions, including (i) prior to the Partial Loan Assumption, the DRA
/ Colonial Office Portfolio Loan will be severed into (a) a new loan in a
principal amount equal to the allocated loan amounts of the individual
properties to be acquired by such third party purchaser (the "Partial Assumption
Loan") and (b) the remaining DRA / Colonial Office Portfolio Loan, reduced by
the amount of the Partial Assumption Loan, (ii) the principal amount of the
Partial Assumption Loan may not exceed $55,643,044 [following the Future
Advance, and $44,116,711 prior to the Future Advance], (iii) the DSCR for the
individual properties securing the remaining DRA / Colonial Office Portfolio
Loan is equal to or greater than 1.41x, (iv) the LTV for the individual
properties securing the remaining DRA / Colonial Office Portfolio Loan is not
greater than 79.5%, (v) the DSCR for the individual properties securing the
Partial Assumption Loan is equal to or greater than 1.20x, (vi) the LTV ratio
for the individual properties securing the Partial Assumption Loan is not
greater than 75%, (vii) the loan-to-cost ratio for the individual properties
securing the Partial Assumption Loan is not greater than 75%, (viii) the lender
receives an assumption fee, (ix) the third party purchaser satisfies the
qualification provisions set forth in the loan documents or otherwise satisfies
the lender's credit review and underwriting standards, (x) no event of default
has occurred and is continuing, and (xi) other customary provisions set forth in
the loan documents.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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

OCH-ZIFF RETAIL PORTFOLIO

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           11
Location (City/State)(1)                                                 Various
Property Type                                                    Anchored Retail
Size (Square Feet)                                                     2,311,252
Percentage Physical Occupancy as of May 16, 2007                           94.8%
Year Built(1)                                                            Various
Year Renovated(1)                                                        Various
Appraisal Value                                                     $428,100,000
# of Tenant Leases                                                           312
Average Rent Per Square Foot                                              $11.28
Underwritten Economic Occupancy                                            95.0%
Underwritten Revenues                                                $34,044,265
Underwritten Total Expenses                                           $9,368,629
Underwritten Net Cash Flow (NOI)                                     $24,675,636
Underwritten Net Cash Flow (NCF)                                     $23,132,153
2006 NOI                                                             $25,165,834

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                     LaSalle
Loan Group                                                                     1
Origination Date                                                   June 15, 2007
Cut-off Date Principal Balance(2)                                   $140,000,000
Cut-off Date Loan Balance Per SF/Unit(2)                                    $123
Percentage of Initial Mortgage Pool Balance                                 3.4%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            6.3120%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            85
Original Term to Maturity/ARD (Months)                                        85
Original Call Protection                              LO(36),GRTRofYMor0.5%,O(4)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio(2)                                                  66.3%
LTV Ratio at Maturity or ARD(2)                                            66.3%
Underwritten DSCR on NOI(2)                                                1.35x
Underwritten DSCR on NCF(2)                                                1.27x

(1)  See "Och-Ziff Retail Portfolio Properties" table below.

(2)  The total loan amount for the Och-Ziff Retail Portfolio Properties was
     $284,000,000, evidenced by two pari passu notes. One pari passu note in the
     amount of $140,000,000, the Och-Ziff Retail Portfolio Loan, is included in
     the trust fund and the remaining pari passu note in the amount of
     $144,000,000 is not included in the trust fund. With respect to the
     $140,000,000 Och-Ziff Retail Portfolio Loan, the initial disbursement of
     the Och-Ziff Retail Portfolio Loan was $92,281,690.14. It is anticipated
     that at any time prior to July 25, 2007 an additional $47,718,309.86 will
     be advanced upon request by the Och-Ziff Retail Portfolio Borrower subject
     to the satisfaction of certain conditions including, but not limited to:
     (i) no monetary event of default has occurred or is continuing and (ii)
     receipt of a title update and additional advance endorsement. "Cut-off Date
     Loan Balance Per SF/Unit", "Cut-off Date LTV Ratio", "LTV Ratio at Maturity
     or ARD", "Underwritten DSCR on NOI" and "Underwritten DSCR on NCF" are
     based on the total loan amount of $284,000,000, as it is anticipated that
     all conditions for such future advance will be satisfied.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                [4 MAPS OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

THE LOAN. The mortgage loan (the "Och-Ziff Retail Portfolio Loan") is evidenced
by a pari passu note secured by 11 first mortgages encumbering 11 anchored
retail centers (collectively, the "Och-Ziff Retail Portfolio Properties"). The
table below provides specific information about the Och-Ziff Retail Portfolio
Properties. The Och-Ziff Retail Portfolio Loan represents approximately 3.4% of
the initial mortgage pool balance and approximately 5.0% of the initial loan
group 1 balance.

The Och-Ziff Retail Portfolio Loan was originated on June 15, 2007 and has a
principal balance as of the cut-off date of $140,000,000. The total loan amount
for the Och-Ziff Retail Portfolio Properties was $284,000,000, evidenced by two
pari passu notes. One $140,000,000 pari passu note, the Och-Ziff Retail
Portfolio Loan, is included in the trust fund and the remaining pari passu note
in the amount of $144,000,000 is not included in the trust fund (the "Och-Ziff
Pari Passu Note"). With respect to the $140,000,000 Och-Ziff Retail Porfolio
Loan, the initial disbursement of the Och-Ziff Retail Portfolio Loan was
$92,281,690.14. It is anticipated that at any time prior to July 25, 2007 an
additional $47,718,309.86 is held in a reserve account and will be released upon
request by the Och-Ziff Retail Portfolio Borrower subject to the satisfaction of
certain conditions, including, but not limited to: (i) no monetary event of
default has occurred or is continuing and (ii) receipt of a title update and
additional advance endorsement. The Och-Ziff Pari Passu Note and the Och-Ziff
Retail Portfolio Loan are secured by the same mortgages. The Och-Ziff Pari Passu
Note is pari passu in right of payment and in other respects to the Och-Ziff
Retail Portfolio Loan, and has the same interest rate, maturity date and
original term to maturity as the Och-Ziff Retail Portfolio Loan. The Och-Ziff
Pari Passu Note will be held outside of the trust and is expected to be
securitized in another transaction. The holder of the Och-Ziff Pari Passu Note
has the rights of a controlling certificate holder with respect the Och-Ziff
Retail Portfolio Loan. See "Description of Mortgage Pool--The Loan Combinations"
in the offering prospectus.

The Och-Ziff Retail Portfolio Loan has a remaining term of 84 months until its
maturity date of August 6, 2014. Beginning on August 6, 2010 to (but excluding)
May 6, 2014, the Och-Ziff Retail Portfolio Loan may be prepaid in whole or in
part subject to the payment of a yield maintenance premium equal to the greater
of yield maintenance and .50% of the unpaid principal balance (the "Yield
Maintenance Premium"). From and after May 6, 2014, the Och-Ziff Retail Portfolio
Loan may be prepaid without the payment of a Yield Maintenance Premium.

THE PROPERTIES. The Och-Ziff Retail Portfolio Loan is secured by the Och-Ziff
Retail Portfolio Properties consisting of 11 anchored retail centers totaling
approximately 2,311,252 square feet. The Och-Ziff Retail Portfolio Properties
are located in four states: Alabama, with four properties totaling approximately
731,340 square feet (approximately 31.7% of the Och-Ziff Retail Portfolio
Properties); Florida, with four properties totaling approximately 692,963 square
feet (approximately 30.0% of the Och-Ziff Retail Portfolio Properties); Texas,
with two properties totaling approximately 536,858 square feet (approximately
23.2% of the Och-Ziff Retail Portfolio Properties) and Georgia, with one
property totaling approximately 350,091 square feet (approximately 15.1% of the
Och-Ziff Retail Portfolio Properties). As of May 16, 2007, occupancy at the
Och-Ziff Retail Portfolio Properties was approximately 94.8%.

The following tables present certain information regarding the Och-Ziff Retail
Portfolio Properties:

                      OCH-ZIFF RETAIL PORTFOLIO PROPERTIES



                                                                              % OF
                                                                              TOTAL
                                       PROPERTY      YEAR BUILT/    SQUARE   SQUARE
PROPERTY NAME                          LOCATION       RENOVATED      FEET     FEET   OCCUPANCY(1)
-------------------------------------------------------------------------------------------------

Colonial Pinnacle at Portofino     Shenandoah, TX        2000       372,502   16.1%      89.0%

Colonial Promenade Beechwood       Athens, GA         1963/2005     350,091   15.1       97.4
Colonial Promenade Trussville      Trussville, AL     1999/2004     388,302   16.8       99.6
Colonial Promenade Alabaster       Alabaster, AL         2006       218,681    9.5       92.7
Kingwood Commons                   Houston, TX           2003       164,356    7.1       86.9


Colonial Promenade Hunter's Creek  Orlando, FL           1993       227,536    9.8      100.0
Colonial Promenade Lakewood        Jacksonville, FL   1948/1995     194,487    8.4       91.9


Colonial Promenade Northdale       Tampa, FL          1985/1999     175,917    7.6       95.2
Colonial Promenade Burnt Store     Punta Gorda, FL       1990        95,023    4.1       96.4
Colonial Promenade Trussville II   Trussville, AL        2003        58,182    2.5       97.9
Colonial Shoppes Clay              Trussville, AL     1984/2003      66,175    2.9       95.8
-------------------------------------------------------------------------------------------------
TOTAL WEIGHTED AVERAGE                                            2,311,252  100.0%      94.8%
-------------------------------------------------------------------------------------------------



                                                                   ALLOCATED
                                                                     LOAN
PROPERTY NAME                             PRIMARY TENANT           AMOUNT(2)
-----------------------------------------------------------------------------

Colonial Pinnacle at Portofino     Oshman's Store                $ 28,257,687
                                   (Sports Authority)
Colonial Promenade Trussville      TJ Max and More                 18,282,991
Colonial Promenade Alabaster       Wal-Mart Stores, Inc.           17,366,884
Kingwood Commons                   Amstar Entertainment, LLC       16,213,020
Colonial Promenade Hunter's Creek  Randall's Food & Drugs, L.P.    14,786,130
                                   Ian Stewart and Ken Gillich     11,464,257
                                   d/b/a America's Custom
Colonial Promenade Lakewood        Design Center
Colonial Promenade Northdale       Winn Dixie                      10,601,521
                                   Beall's Department               9,378,030
                                   Stores, Inc.
Colonial Promenade Burnt Store     Publix                           5,447,373
Colonial Promenade Trussville II   PetSmart                         4,302,971
Colonial Shoppes Clay              Publix                           3,899,136
-----------------------------------------------------------------------------
TOTAL WEIGHTED AVERAGE                                           $140,000,000
-----------------------------------------------------------------------------


(1)  As of May 16, 2007

(2)  Based upon 49.2958% of the total whole loan amount of $284,000,000

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

                               TENANT INFORMATION



                                                   CREDIT RATINGS    SQUARE    % OF   BASE RENT     LEASE
TENANT NAME                       PARENT COMPANY   (FITCH/S&P)(1)     FEET     GLA       PSF      EXPIRATION
------------------------------------------------------------------------------------------------------------

Wal-Mart Stores, Inc.             NAP                   AA/AA       203,742    8.82%    $ 5.40     1/31/2020
Publix                            NAP                    NAP        142,952    6.19       8.55      Various
Ian Stewart and Ken Gillich       NAP                    NAP        107,806    4.66       3.10     9/30/2011
   d/b/a America's Custom
   Design Center
Beall's Department Stores, Inc.   NAP                    NAP         64,000    2.77       7.36     4/30/2011
Randall's Food & Drugs, L.P.      Safeway Inc.        BBB/BBB-       63,990    2.77      11.75    11/15/2020
------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                              582,490   25.20%    $ 6.66
------------------------------------------------------------------------------------------------------------


(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 Och-Ziff Retail Portfolio Properties:

                           LEASE ROLLOVER SCHEDULE(1)



                                                                      CUMULATIVE
                NUMBER     SQUARE     % OF                   % OF       SQUARE    CUMULATIVE   CUMULATIVE  CUMULATIVE %
              OF LEASES     FEET       GLA     BASE RENT   BASE RENT     FEET      % OF GLA    BASE RENT   OF BASE RENT
     YEAR      EXPIRING   EXPIRING  EXPIRING    EXPIRING    EXPIRING   EXPIRING    EXPIRING     EXPIRING     EXPIRING
-----------------------------------------------------------------------------------------------------------------------

     MTM           5        46,703     2.0%   $   321,913      1.2%       46,703       2.0%   $   321,913        1.2%
     2007         26        53,704     2.3      1,000,549      3.8       100,407       4.3      1,322,463        5.1
     2008         39       120,530     5.2      1,640,914      6.3       220,937       9.6      2,963,377       11.3
     2009         52       113,913     4.9      1,897,379      7.3       334,850      14.5      4,860,756       18.6
     2010         58       303,336    13.1      3,670,112     14.1       638,186      27.6      8,530,868       32.7
     2011         44       427,952    18.5      4,592,502     17.6     1,066,138      46.1     13,123,370       50.2
     2012         23       175,167     7.6      1,806,756      6.9     1,241,305      53.7     14,930,126       57.2
     2013         10        41,000     1.8        818,798      3.1     1,282,305      55.5     15,748,924       60.3
     2014         14        70,889     3.1      1,453,785      5.6     1,353,194      58.5     17,202,709       65.9
     2015         16       203,162     8.8      2,249,894      8.6     1,556,356      67.3     19,452,602       74.5
     2016         14       157,967     6.8      1,823,819      7.0     1,714,323      74.2     21,276,422       81.5
2017 & After      11       476,434    20.6      4,840,053     18.5     2,190,757      94.8     26,116,474      100.0
   Vacant          0       120,495     5.3              0        0     2,311,252     100.0
-----------------------------------------------------------------------------------------------------------------------
    TOTAL        312     2,311,252   100.0%   $26,116,474    100.0%
-----------------------------------------------------------------------------------------------------------------------


(1)  Information obtained from the Och-Ziff Retail Portfolio Borrower (as
     defined below) rent roll dated as of May 16, 2007.

THE BORROWERS. The borrowers under the Och-Ziff Retail Portfolio Loan are OZ/CLP
Hunter's Creek LLC, OZ/CLP Lakewood LLC, OZ/CLP Northdale LLC, OZ/CLP Burnt
Store LLC, OZ/CLP Alabaster LLC, OZ/CLP Clay LLC, OZ/CLP Trussville I LLC,
OZ/CLP Trussville II LLC, OZ/CLP Beechwood LLC, OZ/CLP Portofino LP and OZ/CLP
Kingwood Commons LP (collectively, the "Och-Ziff Retail Portfolio Borrower").
Each of these entities is a single purpose Delaware limited liability company or
limited partnership. The sponsors of the Och-Ziff Retail Portfolio Loan are
Colonial Realty Limited Partnership, Och-Ziff Real Estate BP Fund, L.P.,
Och-Ziff Real Estate Sponsor Co-Investment Fund, L.P. and Global Eiendom
Utbetaling Norge 2007 AS (collectively, the "Sponsor").

PROPERTY MANAGEMENT. The property manager for the Och-Ziff Retail Portfolio
Properties is Colonial Properties Services, Inc., a division of Colonial
Properties Trust ("CLP") (NYSE: CLP). As of December 31, 2006, CLP owned or
managed approximately 39,104 apartment units, 17.6 million square feet of office
space and 12.1 million square feet of retail space.

LOCKBOX. The Och-Ziff Retail Portfolio Borrower is required to notify and advise
each tenant under each lease to send all payments of rent or any other item
payable under the related lease to a lockbox. Provided no Cash Trap Event (as
hereinafter defined) has occurred and is continuing, any and all funds in the
lockbox accounts are required to be transferred to an account designated by the
Och-Ziff Retail Portfolio Borrower on each business day. Upon the occurrence and
during the continuation of a Cash Trap Event, all amounts on deposit in the
lockbox account will be automatically transferred daily to the cash management
account. A "Cash Trap Event" shall occur upon an event of default (and shall
terminate upon the cure or waiver of such event of default).

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Och-Ziff Retail Portfolio Loan:

                               ESCROWS / RESERVES

                      TYPE:         INITIAL     MONTHLY
                      ---------------------------------
                      Taxes       $2,456,646   $301,545
                      Insurance   $  538,617   $ 44,885

ADDITIONAL DEBT. Not permitted, except for trade payables incurred in the
ordinary course of business.

EARLY RELEASE. The Och-Ziff Retail Portfolio Borrower shall have a one-time
right to obtain the release (the "Early Release") of any one (but not more than
one) individual property ("the Early Release Property") prior to August 6, 2010,
but not sooner than August 6, 2008 upon the satisfaction of certain conditions
including, but not limited to: (i) the sale of such property is pursuant to an
arms' length agreement to a third party not affiliated with the Och-Ziff Retail
Portfolio Borrower or Sponsor; (ii) payment of a release price equal to 100% of
the allocated loan amount for such property; and (iii) after giving effect to
such release, the DSCR for all of the then remaining individual properties shall
be no less than the greater of (a) 1.20x and (b) the lesser of (1) the DSCR
immediately proceeding such release or (2) 1.30x. Any prepayment made in
connection with the Early Release shall be without any Yield Maintenance
Premium, however, if the allocated loan amount for the Early Release Property
together with the allocated loan amount for the Chick-Fil-A Parcel (as defined
below) (if the same has been released as set forth in the section entitled
"Release of Chick-Fil-A Parcel") is more than $42,600,000, then the Och-Ziff
Retail Portfolio Borrower shall pay a Yield Maintenance Premium on such excess,
as set forth in the loan documents.

PARTIAL RELEASES. On any monthly payment date after August 6, 2010, the Och-Ziff
Retail Portfolio Borrower may obtain the release of an individual property(s)
upon the satisfaction of certain conditions including, but not limited to: (i)
the sale of such property(s) is pursuant to an arms' length agreement to a third
party not affiliated with the Och-Ziff Retail Portfolio Borrower or Sponsor;
(ii) payment of a release price equal to 110% of the allocated loan amount for
such property (together with the applicable Yield Maintenance Premium); and
(iii) after giving effect to such release, the DSCR for all of the then
remaining individual properties shall be no less than the greater of (a) 1.20x
and (b) the lesser of (1) the DSCR immediately proceeding such release or (2)
1.30x.

RELEASE OF CHICK-FIL-A PARCEL. The Och-Ziff Retail Portfolio Borrower shall have
the right at any time to obtain the release of the parcel occupied by
Chick-Fil-A (the "Chick-Fil-A Parcel") upon the satisfaction of certain
conditions including, but not limited to: (i) such release is in connection with
and pursuant to the sale of the Chick-Fil-A Parcel to the tenant under the
Chick-Fil-A lease; (ii) the Chick-Fil-A Parcel constitutes a separate, legally
subdivided parcel of land and a separate tax lot; and (iii) payment of a release
price equal to 100% of the allocated loan amount for the Chick-Fil-A Parcel,
together with, if such release occurs prior to August 6, 2008, the payment of a
yield maintenance premium equal to the amount of interest that would be payable
on such amount through August 6, 2008. If the release of Chick-Fil-A Parcel
occurs after August 6, 2008, then no Yield Maintenance Premium shall be
required; provided, that if the allocated loan amount for the Chick-Fil-A Parcel
together with the allocated loan amount for the Early Release Property is more
than $42,600,000 (i.e. 15% of the principal amount of the Loan), then the
Och-Ziff Retail Portfolio Borrower shall pay a Yield Maintenance Premium on such
excess, as set forth in the loan documents.

SUBSTITUTION PROVISIONS: None.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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

U-HAUL SELF STORAGE PORTFOLIO 14, 15, 16, 17

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           32
Location (City/State)                                                    Various
Property Type                                                       Self Storage
Size (Square Feet)                                                     1,792,554
Percentage Physical Occupancy as of June 20, 2007                          84.6%
Year Built(1)                                                            Various
Year Renovated(1)                                                        Various
Appraisal Value                                                     $196,490,000
Average Rent Per Square Foot                                               $9.77
Underwritten Economic Occupancy                                            83.7%
Underwritten Revenues                                                $19,986,392
Underwritten Total Expenses                                           $6,060,320
Underwritten Net Operating Income (NOI)                              $13,926,072
Underwritten Net Cash Flow (NCF)                                     $13,746,858
March 2007 (TTM) NOI                                                 $15,338,183
March 2006 (TTM) NOI                                                 $15,386,025
March 2005 (TTM) NOI                                                 $15,148,893

(1)  See table "U-Haul Portfolio Properties".

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                   June 22, 2007
Cut-off Date Principal Balance                                      $135,891,937
Cut-off Date Loan Balance Per SF/Unit                                        $76
Percentage of Initial Mortgage Pool Balance                                 3.3%
Number of Mortgage Loans                                                       4
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate(2)                                                         Various
Amortization Type                                                        Balloon
IO Period (Months)                                                           NAP
Original Term to Maturity/ARD (Months)(2)                                Various
Original Amortization Term (Months)                                          360
Original Call Protection(2)                                              Various
Lockbox                                                                     Soft
Cut-off Date LTV Ratio                                                     69.2%
LTV Ratio at Maturity or ARD                                               57.2%
Underwritten DSCR on NOI                                                   1.40x
Underwritten DSCR on NCF                                                   1.38x

(2)  See table "Certain Characteristics of the U-Haul Portfolio Loan".

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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



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

                                [3 MAPS OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                [OMITTED CHARTS]

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

THE LOAN. The mortgage loan (the "U-Haul Portfolio Loan") is evidenced by a four
promissory notes ("14, 15, 16, 17 SAC") secured by first mortgages, deeds of
trust and/or similar security instruments encumbering the fee interest in 32
U-Haul self-storage properties (the "U-Haul Portfolio Properties"). The table
below provides specific information about the U-Haul Portfolio Properties. The
U-Haul Portfolio Loan represents approximately 3.3% of the initial mortgage pool
balance and approximately 4.9% of the initial loan group 1 balance.

The U-Haul Portfolio Loan was originated on June 22, 2007, and has a principal
balance as of the cut-off date of $135,891,937. The 14 SAC, 15 SAC and 17 SAC
notes have a remaining term of 131 months to their anticipated repayment date of
July 8, 2018. The 16 SAC note has a remaining term of 143 months to its
anticipated repayment date of July 8, 2019. The U-Haul Portfolio Loan is
structured as an ARD loan and has a final maturity date of July 8, 2037. The 14
SAC, 15 SAC and 17 SAC notes may be prepaid on or after April 8, 2018 without
penalty, and permit defeasance with United States government obligations
beginning two years after the creation of the MLMT Series 2007-C1 securitization
trust. The 16 SAC note may be prepaid on or after April 8, 2019 without penalty,
and permits defeasance with United States government obligations beginning two
years after the creation of the MLMT Series 2007-C1 securitization trust.

              CERTAIN CHARACTERISTICS OF THE U-HAUL PORTFOLIO LOAN



                                                                     ORIGINAL TERM   REMAINING TERM
LOAN NAME       ARD DATE   FINAL MATURITY DATE   INTEREST RATE (%)       TO ARD          TO ARD       ORIGINAL PREPAYMENT STRING
--------------------------------------------------------------------------------------------------------------------------------

U-Haul SAC 14   7/8/2018         7/8/2037              6.1330             132             131            LO(25),Def(103),O(4)
U-Haul SAC 17   7/8/2018         7/8/2037              6.1330             132             131            LO(25),Def(103),O(4)
U-Haul SAC 15   7/8/2018         7/8/2037              6.1330             132             131            LO(25),Def(103),O(4)
U-Haul SAC 16   7/8/2019         7/8/2037              6.2430             144             143            LO(25),Def(115),O(4)


THE PROPERTIES. The U-Haul Portfolio Properties consist of 32 U-Haul self
storage facilities totaling approximately 19,188 self storage units and
1,792,554 net rentable square feet located in 13 states. The largest state
concentrations are Texas with nine properties totaling 531,837 square feet
(29.7% of the total square footage), Massachusetts with 2 properties totaling
280,655 square feet (15.7% of the total square footage), New York with five
properties totaling 230,223 square feet (12.8% of the total square footage), and
California with four properties totaling 199,280 square feet (11.1% of the total
square footage). No other state contains more than 5.1% of the portfolio by
square footage. The properties average 600 storage units per location (ranging
from 324 to 2,028 units) with an average unit size of 708 rentable square feet.
Typical construction consists of either metal or concrete block framing block on
concrete slab foundations, with pitched, corrugated metal roofs. Exterior-access
storage units generally have roll-up aluminum or metal doors. Interior-access
storage units, some of which are climate-controlled, are either located within
the main retail/office building, or in separate buildings built or converted
specifically for interior-access storage. Approximately 34.2% of the U-Haul
Portfolio Properties units are climate-controlled. Some U-Haul Portfolio
Properties also have an apartment for an on-site manager. As of June 20, 2007,
the U-Haul Portfolio Properties were 84.6% occupied.

The U-Haul Portfolio Properties produce income primarily from self-storage
rental augmented by other synergistic business lines. These business lines
including U-Haul truck / trailer rentals, trailer hitch installation, propane
sales, and sales of moving and storage products including boxes, tape, and
padlocks. For purposes of determining the net cash flow and debt service
coverage ratio ("DSCR") for the U-Haul Portfolio Loan, income and expenses
associated with the truck / trailer rentals was excluded. Other ancillary
non-storage income was limited to approximately 12% of effective gross income,
in-line with historical performance.

THE MARKETS. Within their respective markets, the U-Haul Portfolio Properties
are generally located along major roadways with excellent visibility and access.
Immediate surrounding uses are generally either retail or retail/light
industrial mix. The majority of the tenant base consists of residential users
who need additional storage space for personal items. Other common users of
self-storage space are contractors, attorneys who store documents,
pharmaceutical sales representatives who need climate controlled storage for
their inventories, and local retailers with excess inventory. The typical
storage tenant stays for approximately 4 -- 6 months, with some tenants staying
for a number of years.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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

                           U-HAUL PORTFOLIO PROPERTIES



                                                                                                                       UNDERWRITTEN
         PROPERTY NAME                     CITY/STATE        TOTAL SF  YEAR BUILT  OCCUPANCY (%)  APPRAISED VALUE ($)    NCF ($)
-----------------------------------------------------------------------------------------------------------------------------------

U-Haul Center Of Olathe(1)                Olathe/KS            37,975     1995          93.9%        $  5,600,000       $   354,997
U-Haul Center Texas Avenue(1)         College Station/TX       45,100     1996          95.5            6,500,000           386,915
U-Haul Lincoln Park(1)                    Chicago/IL           71,572     1917          97.0           13,000,000           951,570
U-Haul Center Albany(1)                   Albany/NY            71,720    19205          88.3           10,490,000           641,550
U-Haul Of Inwood(1)                       Inwood/NY            48,732     1969          80.1            9,230,000           577,581
U-Haul Center North Rancho(1)            Las Vegas/NV          48,275     1997          91.1            9,400,000           678,185
U-Haul Kings Highway(2)                 Saint Louis/MO         23,515     1978          93.8            4,800,000           398,565
U-Haul Center Of Round Rock(2)          Round Rock/TX          41,525     1996          94.7            6,700,000           440,532
U-Haul Center Beaumont(2)                Beaumont/TX           42,250     1979          95.0            3,700,000           259,984
U-Haul Center Rockville(2)           Rockville Centre/NY       28,276     1966          78.2            6,200,000           368,260
U-Haul Center Downtown(2)                 Norfolk/VA           31,029     1924          82.0            5,100,000           368,073
U-Haul Of Medford(2)                    Somerville/MA         124,015     1910          81.5           19,700,000         1,682,330
U-Haul Center Of Salisbury(3)            Salisbury/MA         156,640     1954          79.5           11,200,000           922,314
U-Haul Storage Ivar Avenue3              Rosemead/CA           38,469     1987          95.3            6,300,000           405,012
U-Haul Storage Business Avenue(3)          Clay/NY             41,125     1987          91.4            2,700,000           159,678
U-Haul Storage Laurelwood(3)            Lindenwold/NJ          33,150     1988          73.8            2,400,000           201,846
U-Haul Storage Hulen(3)                 Fort Worth/TX          82,689     1985          50.4            2,700,000           125,607
U-Haul Storage Black Rock(3)            Bridgeport/CT          36,410     1951          92.7            5,800,000           461,467
U-Haul Storage Glendora(3)               Glendora/CA           44,364     1986          94.9            6,800,000           469,803
U-Haul Storage Waxahachie(3)            Waxahachie/TX          52,065     1994          98.2            2,700,000           221,750
U-Haul Storage I-30(3)                  Little Rock/AR         60,296     1984          70.5            2,190,000           157,893
U-Haul Storage Tarrant Road(3)         Grand Prairie/TX        66,710     1995          85.4            4,000,000           245,700
U-Haul Center White Lane(4)             Bakersfield/CA         78,798     1983          93.4            7,200,000           497,071
U-Haul Storage Rio Salado(4)               Tempe/AZ            55,900     1985          98.5            4,300,000           276,587
U-Haul Storage Ridgeway Avenue(4)        Rochester/NY          40,370     1987          90.5            3,630,000           228,046
U-Haul Storage Burlington(4)            Burlington/NJ          59,100     1988          82.0            6,200,000           415,457
U-Haul Storage Sycamore Avenue(4)        Pasadena/CA           37,649     1990          81.7            6,100,000           422,797
U-Haul Storage Rufe Snow(4)        North Richland Hills/TX     63,388     1985          62.1            1,700,000            62,003
U-Haul Storage Alma(4)                     Plano/TX            38,200     1996          95.2            4,600,000           279,911
U-Haul Storage Middletown(4)            Middletown/CT          31,815     1985          73.1            2,500,000           223,746
U-Haul Storage Westchase(4)             San Antonio/TX         99,910     1984          78.1            6,250,000           372,372
U-Haul Storage South Side(4)            Saint Louis/MO         61,522     2002          96.3            6,800,000           489,255
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                      1,792,554                   84.6%        $196,490,000       $13,746,858
-----------------------------------------------------------------------------------------------------------------------------------


(1)  Property is part of the 14 SAC collateral.

(2)  Property is part of the 17 SAC collateral.

(3)  Property is part of the 15 SAC collateral.

(4)  Property is part of the 16 SAC collateral.

(5)  U-Haul Center Albany was renovated in 1990.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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

THE BORROWERS. The borrowers, Fourteen SAC Self-Storage Corporation, Fifteen SAC
Self-Storage Corporation, Sixteen SAC Self-Storage Corporation and Seventeen SAC
Self-Storage Corporation (collectively the "U-Haul Portfolio Borrower") are
single-purpose bankruptcy remote Nevada corporations wholly owned by SAC Holding
Corporation. SAC Holding Corporation is owned by Blackwater Investments, Inc
("Blackwater"), which is 100% owned by Mark V. Shoen. Through its wholly-owned
subsidiaries, Blackwater currently owns over 300 self-storage properties
encompassing approximately 13.0 million net rentable square feet in the United
States and Canada. SAC Holding Corporation and Blackwater are indemnitors on the
U-Haul Portfolio Loan.

Mark Shoen is the son of Leonard S. Shoen, the founder of U-Haul. Mark Shoen is
the second largest shareholder of AMERCO, Inc. (NasdaqNM: UHAL / NYSE: AO+PA),
with approximately 3.53 million shares of common stock or 16.57% of the total
outstanding. Mark Shoen's sibling, Edward J. Shoen, is the acting
CEO/Chairman/President of AMERCO, which serves as the holding company for three
other wholly-owned subsidiaries (Republic Western Insurance, Oxford Life
Insurance and Amerco Real Estate Company) in addition to U-Haul International,
Inc. AMERCO operates the most recognized moving and storage brand -- U-Haul --
in North America. The company operates approximately 1,450
retail/self-storage/moving centers, and an additional 13,950 locations are
independently operated by dealers. In 2004, AMERCO emerged from Chapter 11 with
100% of the pre-petition equity fully-restored. S&P has assigned an issuer
rating of BB/Stable Outlook to the company (Fitch does not presently rate the
company).

PROPERTY MANAGEMENT. The U-Haul Portfolio Properties are managed by 13 separate
entities, each a wholly-owned subsidiary of U-Haul International, Inc.

LOCKBOX. A cash management account was established at closing in the joint names
of the U-Haul Portfolio Borrower and the lender wherein all income from the
properties is deposited. Prior to a trigger event, the U-Haul Portfolio Borrower
will have access to funds in the cash management account. After a trigger event,
funds in the cash management account will be swept to a central account
maintained and controlled by the lender. A trigger event will occur upon (i) an
event of default, (ii) if the U-Haul Portfolio Loan has not been paid in full on
or after the anticipated repayment date, or (iii) if the debt service coverage
ratio falls below 1.15x on an actual trailing 12-month basis.

RELEASE PROVISIONS. Individual U-Haul Portfolio Properties may be released from
the lien of the related mortgage upon defeasance of a principal amount equal to
125% of the allocated loan amount provided that, among other things (i) no
default exists, (ii) the pro-forma aggregate DSCR for the U-Haul Portfolio Loan
immediately after such release shall be greater than the greater of (a) the
aggregate DSCR immediately prior to such release and (b) 1.35x, and (iii) the
LTV with respect to the remaining properties shall be no greater than the lesser
of (a) 71% or (b) the LTV with respect to the properties immediately prior to
the proposed date of such release.

PROPERTY SUBSTITUTION. The related borrower may obtain a release of the lien of
certain individual U-Haul Portfolio Properties up to one (1) time during the
term of the loan by substituting therefor another property of like use, kind and
quality acquired by the related borrower its affiliate, provided that, any such
released properties in the aggregate during the term of the loan, comprise no
greater than thirty percent (30%) of the original principal balance of the loan,
and provided that, among other things, (i) no default exists, (ii) the pro-forma
aggregate DSCR for the U-Haul Portfolio Loan immediately after such release
shall be greater than the greater of (a) the aggregate DSCR immediately prior to
such release and (b) 1.35x, (iii) the DSCR immediately prior to the substitution
with respect to the substituting property shall be equal or greater than the
DSCR for the 12 calendar months immediately preceding the closing date with
respect to the release property, and (iv) receipt of rating agency confirmation.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the U-Haul Portfolio Loan:

                               ESCROWS / RESERVES

                  TYPE:                     INITIAL    MONTHLY
                  --------------------------------------------
                  Taxes                   $1,101,000      $0
                  Insurance               $   77,111      $0
                  Environmental Reserve   $  836,775      $0
                  Replacement Reserve     $  421,213      $0
                  Capital Expenditures    $  199,367      $0

PERMITTED MEZZANINE DEBT. None

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       46



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

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


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B2 PORTFOLIO

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           11
Location (City/State)                                                    Various
Property Type                                                        Multifamily
Size (Units)                                                               2,904
Percentage Physical Occupancy as of March 2007                             86.0%
Year Built                                                               Various
Year Renovated                                                              2007
Appraisal Value (As-Is)                                             $174,170,000
Average Monthly Rent Per Unit                                               $694
Underwritten Economic Occupancy                                            82.8%
Underwritten Revenues                                                $20,675,554
Underwritten Total Expenses                                          $10,213,667
Underwritten Net Operating Income (NOI)                              $10,461,887
Underwritten Net Cash Flow (NCF)                                      $9,735,887
February 2007 (TTM) NOI                                               $9,662,804
2006 NOI                                                              $9,609,726

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        GECC
Loan Group                                                                     2
Origination Date                                                  April 25, 2007
Cut-off Date Principal Balance                                      $130,500,000
Cut-off Date Loan Balance Per Unit                                       $44,938
Percentage of Initial Mortgage Pool Balance                                 3.2%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.6800%
Amortization Type                                                  Interest-Only
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                        60
Call Protection                                 LO(24),GRTR of YM or 1%(32),O(4)
Lockbox                                          Soft at Closing, Springing Hard
Cut-off Date LTV Ratio                                                     74.9%
LTV Ratio at Maturity or ARD                                               74.9%
Underwritten DSCR on NOI                                                   1.39x
Underwritten DSCR on NCF                                                   1.29x

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       48



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                [3 MAPS OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                [OMITTED CHART]

                                       49



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "B2 Portfolio Loan") is evidenced by a single
promissory note and is secured by first mortgages on the borrower's fee simple
interest on 11 multifamily properties located in various cities in Virginia,
North Carolina and Georgia. The B2 Portfolio Loan represents approximately 3.2%
of the initial mortgage pool balance and approximately 10.1% of the initial loan
group 2 balance.

The B2 Portfolio Loan was originated on April 25, 2007 and has a principal
balance of $130,500,000 as of the cut-off date. The B2 Portfolio Loan has a
remaining term of 57 months to its scheduled maturity date of May 1, 2012. The
B2 Portfolio Loan is interest-only for its entire 5-year term. Beginning on June
1, 2009, the B2 Portfolio Loan permits prepayment subject to payment of the
greater of a yield maintenance premium or 1% of the outstanding loan balance.
The B2 Portfolio Loan may be voluntarily prepaid without payment of a prepayment
premium on or after February 1, 2012.



                          B2 PORTFOLIO LOAN PROPERTIES

                                     YEAR     % OF
                                    BUILT/    TOTAL
PROPERTY           CITY, STATE    RENOVATED   UNITS   UNITS  OCCUPANCY1
-----------------------------------------------------------------------

SINCLAIR          Norcross, GA    1983/2007    352    12.1%     86.7%
STEEPLE CHASE     Norcross, GA    1983/2007    305    10.5      89.5
VACARO           Chesapeake, VA   1968/2007    208     7.2      89.9
ALDEN RIDGE      Clarkston, GA    1973/2007    372    12.8      72.6
SOMERSET           Tucker, GA     1983/2007    264     9.1      88.6
CHELSEA POINT    Portsmouth, VA   1977/2007    196     6.7      90.8
WAVERLY I&II   Winston-Salem, NC  1988/2007    433    14.9      80.8
LA COTA           Atlanta, GA     1971/2007    266     9.2      78.6
ASHLAND          Greensboro, NC   1987/2007    244     8.4      96.3
HUNT CLUB      Winston-Salem, NC  1983/2007    128     4.4      96.9
THE LAKES AT
MEADOWLAND       Greensboro, NC   1987/2007    136     4.7      97.8
-----------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                       2,904   100.0%     86.0%
-----------------------------------------------------------------------


                                                                          2006     2006 HH
                                                                      POPULATION    INCOME
                              ALLOCATED       AS-IS                     WITHIN      WITHIN
                SUBMARKET       LOAN        APPRAISED     STABILIZED    A 5-MI      A 5-MI
PROPERTY       OCCUPANCY(2)    AMOUNT         VALUE         VALUE       RADIUS(2)    RADIUS(2)
----------------------------------------------------------------------------------------------

SINCLAIR          93.1%     $ 16,900,000  $ 21,050,000  $ 22,700,000    219,615    $65,332
STEEPLE CHASE     93.1        15,050,000    18,700,000    20,400,000    227,490     64,988
VACARO            97.0        14,400,000    19,400,000    19,800,000    108,492     61,900
ALDEN RIDGE       91.3        13,925,000    19,200,000    21,800,000    243,988     69,913
SOMERSET          93.1        13,200,000    16,400,000    18,000,000    209,653     67,336
CHELSEA POINT     97.0        11,900,000    15,800,000    16,100,000    103,117     62,409
WAVERLY I&II      94.2        11,550,000    20,020,000    23,250,000    117,487     68,312
LA COTA           92.9        11,400,000    14,200,000    16,500,000    225,165     88,327
ASHLAND           94.2        11,250,000    15,100,000    15,100,000    156,121     29,341
HUNT CLUB         90.2         5,475,000     7,500,000     7,500,000    117,487     68,312
THE LAKES AT
MEADOWLAND        94.2         5,450,000     6,800,000     6,800,000    156,121     29,341
----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE      $130,500,000  $174,170,000  $187,950,000
----------------------------------------------------------------------------------------------


(1)    Information obtained from the subject rent rolls dated March 2007.

(2)    Information obtained from the subject appraisals.

THE PROPERTIES. The B2 Portfolio Loan is collateralized by 11 multifamily
properties (2,904 units), five of which are located in Georgia (1,559 units),
four in North Carolina (941 units) and two in Virginia (404 units)
(collectively, the "B2 Portfolio Properties"). Between the eleven properties,
the net rentable area is 2,862,186 square feet, which indicates an average unit
size of 986 square feet. The net rentable unit mix is as follows: 946 one
bedroom units; 1,654 two bedroom units; and 304 three bedroom units. The B2
Portfolio Properties were constructed between 1968 and 1988 and are currently
undergoing a $23.6 million ($8,127/unit) renovation program, the completion of
which is anticipated at the end of 2007. The renovations consist of exterior and
interior improvements. Exterior improvements include new paint finishes,
landscaping, roof refurbishments, repair and replacement of fitness equipment,
electrical/lighting improvements and general structural repairs. Interior
renovations include appliance replacement, installation of new countertops,
upgrades of plumbing, lighting and HVAC systems and new carpeting and flooring.
The portfolio offers such project amenities as swimming pools, tennis courts,
playground areas and fitness centers. On a unit-level, amenities consist of
patios/balconies, washer/dryer hookups and standard kitchen appliances.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       50



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                          BS PORTFOLIO LOAN PROPERTIES

                                                                     AVERAGE
                                                                   CONTRACT
                        NO. OF                    AVERAGE SQUARE   RENTS PER
UNIT MIX                UNITS   % OF TOTAL UNITS   FOOTAGE/UNIT    UNIT/MO(1)
----------------------------------------------------------------------------
Sinclair
   1BR                    144          5.0%              815          $528
   2BR                    208          7.2             1,157           706
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    352         12.1%            1,017          $633
----------------------------------------------------------------------------
Steeple Chase
   1BR                    111          3.8%              770          $602
   2BR                    170          5.9             1,036           705
   3BR                     24          0.8             1,275           869
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    305         10.5%              958          $680
----------------------------------------------------------------------------
Vacaro
   1BR                     44          1.5%              722          $740
   2BR                    164          5.6             1,009           845
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    208          7.2%              948          $823
----------------------------------------------------------------------------
Alden Ridge
   1BR                     48          1.7%              750          $577
   2BR                    224          7.7             1,291           765
   3BR                    100          3.4             1,639           981
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    372         12.8%            1,315          $799
----------------------------------------------------------------------------
Somerset
   1BR                     50          1.7%              750          $592
   2BR                    194          6.7             1,163           753
   3BR                     20          0.7             1,550           920
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    264          9.1%            1,114          $735
----------------------------------------------------------------------------
Chelsea Pointe
   1BR                     36          1.2%              690          $700
   2BR                    160          5.5               830           770
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    196          6.7%              804          $757
----------------------------------------------------------------------------
Waverly I&II
   1BR                    173          6.0%              650          $551
   2BR                    224          7.7               902           576
   3BR                     36          1.2             1,018           754
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    433         14.9%              811          $581
----------------------------------------------------------------------------
La Cota
   1BR                    144          5.0%              900          $617
   2BR                     50          1.7             1,150           732
   3BR                     72          2.5             1,300           824
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    266          9.2%            1,055          $695
----------------------------------------------------------------------------
Ashland
   1BR                     80          2.8%              750          $645
   2BR                    144          5.0               946           728
   3BR                     20          0.7             1,125           835
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    244          8.4%              896          $710
----------------------------------------------------------------------------
Hunt Club
   1BR                     52          1.8%              684          $536
   2BR                     76          2.6               926           622
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    128          4.4%              828          $587
----------------------------------------------------------------------------
The Lakes at Meadowood
   1BR                     64          2.2%              630          $577
   2BR                     40          1.4             1,004           689
   3BR                     32          1.1             1,156           769
----------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    136          4.7%              864          $655
----------------------------------------------------------------------------

(1)  INFORMATION OBTAINED FROM THE SUBJECT RENT ROLLS.

THE MARKET(1). The five Georgia properties are located within suburbs of Atlanta
and are scattered throughout the Atlanta MSA. The Atlanta MSA consists of 28
counties in Northwest Georgia; the City of Atlanta is the largest incorporated
area within the Atlanta MSA and lies within Fulton County, with a small portion
extending into neighboring DeKalb County. Multiple national highways, including
Interstate-20, Interstate-75 and Interstate-80, crisscross the Atlanta MSA,
providing an accessible transportation network. Atlanta is also encircled by
Interstate-285, which provides access to the outlying Atlanta suburbs. From
1996-2006, Atlanta's population increased to 5.03 million from 3.75 million, or
roughly 3% per annum. Atlanta and its surrounding suburbs are also home to
numerous Fortune 500 companies including Coca-Cola, Home Depot, United Parcel
Service and Cox Communications, among others. The annual average unemployment
rate in the Atlanta MSA in 2006 was 4.5%. Per Reis, as of 1Q 2007, total
outstanding multifamily inventory in the Atlanta MSA comprised 340,794 units
with an average vacancy rate of 8.6%. Inventory growth in the Atlanta MSA over
the next five years is expected to be 1.0%, with 5,592 units added and 3,037
units absorbed.

(1)  Certain information in the 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, 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.


                                       51



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

The four North Carolina properties are situated in various locations across the
Piedmont Triad. The Piedmont Triad denotes a region of north-central North
Carolina, which encompasses the cities of Greensboro, Highpoint and
Winston-Salem. The Piedmont Triad is linked by Interstates 40, 85, 77, 73 and
74. The population in the Piedmont Triad region has grown by 0.8% per annum to
669,744. Numerous companies maintain a presence in the Piedmont Triad region
including Moses H. Cone Health System, Volvo Trucks North America, American
Express and Lorillard, among others. As of January 2007, the unemployment rate
in the Piedmont Triad region was 4.9%. As of 1Q 2007, Reis reported that the
Winston-Salem/Greensboro market contained 55,697 units that demonstrated a
vacancy of 8.8%. The multifamily stock in the Winston-Salem/Greensboro area is
expected to grow by 1.6% over the next five years with 926 units added and 735
absorbed.

The two Virginia properties lie in the larger Norfolk/Hampton Roads area, which
is the fourth largest MSA in the southeastern United States and is located in
southeastern Virginia and a small part of North Carolina. The Norfolk/Hampton
Roads benefits from a dense transportation network, which includes
Interstate-64 and its connecting arteries of Interstate-264, Interstate-464,
Interstate-564 and Interstate-664. Employment in the Norfolk/Hampton Roads
market is driven largely by the transport and government sector, reflecting the
presence of shipyards, US Navy installations and US Air Force facilities. The
current population of the Hampton Roads area has grown by 5.1% since 2000 to a
current population of 1.66 million people. As of November 2006, the
unemployment rate in the Hampton Roads MSA was 3.3%. As of 1Q 2007, Reis
reported that the Norfolk/Hampton Roads multifamily market consisted of 84,052
units with a vacancy of 4.3%. Over the next five years, Reis projects that
multifamily supply will increase 1.2% as 1,013 units are added and 859 units
are absorbed.

THE BORROWER. The borrowers, S.E. Portfolio Apartments, LLC and GTS Property
Portfolios B-2, LLC (collectively, the "B2 Portfolio Borrower"), are each a
Delaware limited liability corporation and have tenant-in-common (TIC)
structures. Sponsorship interests in the two TICs are ultimately held by six
individuals. The TICs are both special purpose entities (SPEs) with at least
two independent managers. A non-consolidation opinion for the B2 Portfolio
Borrower has been obtained.

PROPERTY MANAGEMENT. The property manager for the B2 Portfolio Properties is
the Bethany Group, which is also the managing member of the B2 Portfolio
Borrower. Formed in 2003 and headquartered in Irvine, CA, the Bethany Group is
a real estate investment and management firm that focuses on the redevelopment
of transitional multifamily properties. The Bethany Group currently maintains
in its portfolio 58 multifamily properties comprising 13,647 units.

LOCKBOX/CASH MANAGEMENT. The B2 Portfolio Loan includes an in-place soft
lockbox springing to hard in event of default. Tenants will be required to
deposit lease payments with the property manager. The property manager will
direct collected lease payments on a daily basis into a designated account (the
"Lockbox Account"), which will be established at an institution satisfactory to
the Lender. Execution and delivery of the lockbox is set forth in a Control
Agreement for the lockbox. Prior to the occurrence of default, lockbox funds
will be used to fund debt service, required escrows and outstanding property
operating expenses. Upon default, neither the B2 Portfolio Borrower nor the
property manager will be permitted to make withdrawals from lockbox account;
funds will thereupon be redirected to Lender as dictated in Control Agreement.

ESCROWS.

                                ESCROWS/RESERVES

                    TYPE:                 INITIAL    MONTHLY
                    ----------------------------------------
                    Taxes                $940,270         (1)
                    Insurance            $ 45,000         (2)
                    Replacement Reserve  $      0  $60,519(3)

(1)  An amount equal to one-twelfth of all annual tax bills, expected to be
     $143,996 for the first period.

(2)  An amount equal to one-twelfth of all annual insurance premiums, expected
     to be $62,500 for the first period.

(3)  Funding of the replacement reserves will commence in the 2nd year of the
     loan term at $250/unit.

CURRENT MEZZANINE INDEBTEDNESS. The sponsors of the B2 Portfolio Loan have
incurred mezzanine debt in the amount of $26.0 million secured by their
respective interest in the B2 Portfolio Borrower from General Electric Capital
Corporation. The duration of the mezzanine debt is 5 years, coterminous with
the senior debt, and is subject to an intercreditor agreement with the
mortgagee.

PERMITTED MEZZANINE INDEBTEDNESS. Not permitted.

PARTIAL RELEASE. Following the prepayment lockout period, partial releases are
permitted by the B2 Portfolio Borrower subject to satisfaction of, among other
items, the following (i) paydown of 110% of allocated loan balance (including
prepayment charges); (ii) maintenance of a DSCR for the remaining properties
(calculated excluding the current mezzanine indebtedness) at either the greater
of 1.20x or the portfolio DSCR immediately prior to release; (iii) a maximum
LTV following release of 80%; (iv) loan balance following release of no less
than $16.6 million; and (v) confirmation in writing from the Rating Agencies to
the effect that the proposed release will not result in qualification,
downgrade or withdrawal of any rating initially assigned or to be assigned in a
secondary market transaction. The B2 Portfolio Borrower may pay down the
outstanding principal balance of the loan (including prepayment charges) to an
amount that would satisfy the DSCR and/or LTV tests above.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       52



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       53



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

GWINNETT PLACE

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                                 Duluth, GA
Property Type                                                             Retail
Size (Square Feet)                                                       566,908
Percentage Physical Occupancy as of April 10, 2007                         81.2%
Year Built                                                                  1984
Year Renovated                                                              1988
Appraisal Value                                                     $155,000,000
# of Tenant Leases                                                           140
Average Rent Per Square Foot                                              $23.18
Underwritten Economic Occupancy                                            86.7%
Underwritten Revenues                                                $20,213,409
Underwritten Total Expenses                                           $6,868,675
Underwritten Net Operating Income (NOI)                              $13,344,734
Underwritten Net Cash Flow (NCF)                                     $12,678,164
March 2007 (TTM) NOI                                                 $14,562,736
2006 NOI                                                             $14,494,751
2005 NOI                                                             $14,098,923

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                    May 23, 2007
Cut-off Date Principal Balance                                      $115,000,000
Cut-off Date Loan Balance Per SF/Unit                                       $203
Percentage of Initial Mortgage Pool Balance                                 2.8%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.6800%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                        60
Original Call Protection                                     LO(26),Def(27),O(7)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     74.2%
LTV Ratio at Maturity or ARD                                               74.2%
Underwritten DSCR on NOI                                                   2.01x
Underwritten DSCR on NCF                                                   1.91x

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       54



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                  [MAP OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       55



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Gwinnett Place Loan") is evidenced by a single
promissory note secured by a first mortgage encumbering the fee interest in a
regional mall (the "Gwinnett Place Property") located in Duluth, Georgia. The
Gwinnett Place Loan represents approximately 2.8% of the initial mortgage pool
balance and approximately 4.1% of the initial loan group 1 balance.

The Gwinnett Place Loan was originated on May 23, 2007, and has a principal
balance as of the cut-off date of $115 million. The Gwinnett Place Loan has a
remaining term of 58 months to its maturity date of June 8, 2012. The Gwinnett
Place Loan may be prepaid on or after December 8, 2011 without penalty, and
permits defeasance with United States government obligations beginning two years
after the creation of the MLMT Series 2007-C1 securitization trust.

THE PROPERTY. The Gwinnett Place Property is a two-level, Class B, enclosed
regional mall anchored by Macy's, Sears, Belks and J.C. Penny. One separately
owned anchor space totaling approximately 220,000 square feet is currently
vacant. With the exception of the Belks, the anchors are tenant owned and not
part of the collateral for the Gwinnett Place Loan. The property contains
approximately 130 in-line shops totaling approximately 434,000 square feet
inclusive of the food court and kiosks.

The mall is located at 2100 Pleasant Hill Road, Duluth, Gwinnett County, Georgia
approximately 20 miles northeast of the Atlanta central business district
("CBD"). The property is situated in the northeast quadrant of the intersection
of Interstate 85 and Pleasant Hill Road in the central portion of the Atlanta
MSA and visible from both roadways. Situated on 96.97 acres, the Gwinnett Place
Property was constructed in 1984 with expansion in 1986 and 1988. The parking
ratio of 4.62:1000 square feet of total leaseable area is considered within
industry standard.

The following table presents certain information relating to the major tenants
at the Gwinnett Place Property:

                               TENANT INFORMATION



                                                CREDIT RATINGS                            BASE RENT     LEASE
TENANT NAME                 PARENT COMPANY      (FITCH/S&P)(1)  SQUARE FEET(3)  % OF GLA     PSF     EXPIRATION
---------------------------------------------------------------------------------------------------------------

Macy's(2)                     Macy's Inc            BBB/BBB         232,000        NAP        NAP           NAP
Sears(2)                          NAP                               185,513        NAP        NAP           NAP
Belks                             NAP                               123,843       21.8%     $ 6.65    8/31/2013
J.C. Penney(2)          J.C. Penney & Co. Inc.      BBB/BBB-         82,253        NAP        NAP           NAP
Abercrombie & Fitch                                                  13,082        2.3       26.17    1/31/2010
The Gap/Gap Kids              The GAP Inc           BB+/BB+          12,623        2.2       26.00    6/30/2009
Carpet Fiesta                                                        10,821        1.9        3.33    5/31/2008
The Limited                 LTD Brands Inc          NR/BBB-           8,923        1.6        0.00    1/31/2008
Express/Express Men                                                   7,807        1.4       23.00    1/31/2015
Victoria's Secret           LTD Brands Inc          NR/BBB-           7,445        1.3       23.00    1/31/2015
---------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                              184,544       32.6%     $10.19
---------------------------------------------------------------------------------------------------------------


(1)  Ratings provided are for the entity identified in the "Parent Company"
     column whether or not the Parent Company guarantees the lease.

(2)  Anchor owned and not part of the collateral securing the Gwinnett Place
     Loan.

(3)  Anchor owned square footage is excluded from total.

The following table presents certain information relating to the lease rollover
schedule at the Gwinnett Place Property:

                           LEASE ROLLOVER SCHEDULE(1)



                          NUMBER                                          % OF     CUMULATIVE  CUMULATIVE   CUMULATIVE  CUMULATIVE %
                        OF LEASES  SQUARE FEET  % OF GLA    BASE RENT  BASE RENT  SQUARE FEET   % OF GLA    BASE RENT   OF BASE RENT
         YEAR            EXPIRING   EXPIRING    EXPIRING    EXPIRING    EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

         2007               15        22,857       4.0%   $   787,913      7.2%      22,857        4.0%    $   787,913       7.2%
         2008               26        81,140      14.3      1,650,160     15.0      103,997       18.3       2,438,074      22.2
         2009               25        68,102      12.0      2,206,397     20.1      172,099       30.4       4,644,471      42.3
         2010               12        32,143       5.7        903,816      8.2      204,242       36.0       5,548,287      50.5
         2011               10        14,600       2.6        797,059      7.3      218,842       38.6       6,345,346      57.8
         2012               10        21,477       3.8        836,848      7.6      240,319       42.4       7,182,194      65.4
         2013               10       132,530      23.4      1,403,898     12.8      372,849       65.8       8,586,092      78.2
         2014                6         6,152       1.1        284,740      2.6      379,001       66.9       8,870,832      80.8
         2015                9        41,167       7.3        927,033      8.4      420,168       74.1       9,797,865      89.2
         2016               10        23,941       4.2        698,917      6.4      444,109       78.3      10,496,783      95.6
         2017                4        11,215       2.0        259,996      2.4      455,324       80.3      10,756,779      98.0
      Thereafter             3         4,760       0.8        221,438      2.0      460,084       81.2      10,978,217     100.0
        Vacant             NAP       106,824      18.8              0      0.0      566,908      100.0
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE     140       566,908     100.0%   $10,978,217      100%
------------------------------------------------------------------------------------------------------------------------------------


(1)  Information obtained from the Gwinnett Place Borrower's rent roll dated
     April 10, 2007.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       56



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE MARKET(1). Gwinnett Place is located in Gwinnett County, Georgia, within the
greater Duluth area. The City of Atlanta is approximately 20 miles southwest of
the property. The Atlanta-Sandy Springs-Marietta Metropolitan Statistical Area
("Atlanta MSA") consists of 28 counties in northwest Georgia. The City of
Atlanta is the largest incorporated area within the Atlanta MSA and is located
primarily within Fulton County. From 1996 to 2006, Atlanta's gross metro product
grew at an average annual rate of 4.3%, higher than the nation's top 100 largest
metro areas ("Top 100") with an average of 3.6%. Over the same period, Atlanta's
annual population growth averaged 3.0%, above the Top 100 and national annual
averages of 1.2% and 1.0%, respectively. In 2006, Atlanta's median household
income was $59,600 110.6% of the Top 100 average ($53,900) and 122.1% of the
national average ($48,800). Atlanta's median household income growth rate is
expected to remain relatively steady at 4.2% annually through 2011.

Population and housing trends within Gwinnett County have been among the
strongest within the United States over the last 15 years and this trend is
expected to continue, albeit at a slower pace. Gwinnett County is still
considered one of the primary directions of growth for the metropolitan area.
The local area is approximately 85% built-out and has experienced substantial
population growth due to its role as a bedroom community of Atlanta. The
Gwinnett Place Property is the most significant commercial development in its
surrounding neighborhood. The Property is located on a primary commercial
artery, with good access to Interstate 85 and is visible from the interstate and
Pleasant Hill Road. Many ancillary developments have been built near the
property including neighborhood, community and strip centers as well as a number
of "big box" retail buildings. Occupants include national chain retailers as
well as regional and local operators. Single and multi-family housing is
abundant in the neighborhood and is the primary land use surrounding the retail
and commercial hub anchored by the property.

The Gwinnett Place Property's primary trade area spans a 10-mile radius around
the center. Given its regional accessibility and the location of competitive
properties, a secondary trade area expands to a 15-mile radius. The primary and
secondary trade areas had 2006 populations of 724,909 and 1,406,855 persons,
respectively. Between 2000 and 2006, the population within the primary trade
area increased at a compound annual rate of 1.95%, characteristic of suburban
areas within the Atlanta market. Population within this radius is projected to
grow at 1.88% over the next five years or about twice the projected national
average growth rate over the same period. Average 2006 household income within
the primary trade area was $89,281, 116.0% of the Atlanta MSA average ($76,961)
and 135.8% of the state average ($65,738), with 29.6% of households earning at
least $100,000 per year or 129.6% of the Atlanta MSA total (22.8%).

Other regional malls within 14 miles of the Gwinnett Place Property include,
Discover Mills, Mall of Georgia, Northlake Mall and Perimeter Mall.

THE BORROWER. Mall at Gwinnett Place, LLC (the "Gwinnett Place Borrower") is a
single purpose, bankruptcy remote entity owned in a joint venture between an
entity owned 50% by Simon Property Group, Inc. ("Simon") and 50% by The Mills
Corporation, which was recently acquired by a joint venture between Simon and
Farallon Capital Management.

Founded in 1960 and headquartered in Indianapolis, Indiana, Simon is the largest
publicly traded retail real Estate investment trust (REIT) in North America and
the country's largest owner, developer and manager of high quality retail real
estate. As of March 31, 2007, Simon owned or held an interest in 285 properties
in the United States containing an aggregate of 201 million square feet of
leaseable area in 38 states and Puerto Rico.

PROPERTY MANAGEMENT. Simon Management Associates II, LLC, an affiliate of the
Gwinnett Place Borrower.

LOCKBOX. Hard with springing cash management.

ESCROWS. None.

PERMITTED MEZZANINE DEBT. Simon as mezzanine borrower shall have the right, upon
thirty days prior written notice to lender, to obtain a mezzanine loan secured
by a pledge of any or all of its direct or indirect ownership interests in
Gwinnett Place Borrower without lender approval or rating agency confirmation
provided that, among other requirements, a maximum loan-to-value ratio of 80%
and a minimum debt service coverage ratio of 1.05x have been maintained on the
aggregate loan balance.

(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, 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.


                                       57



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

1101 NEW YORK AVENUE

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                              Washington DC
Property Type                                                             Office
Size (Square Feet)                                                       390,994
Percentage Physical Occupancy as of June 1, 2007                           92.4%
Year Built                                                                  2006
Year Renovated                                                               NAP
Appraisal Value                                                     $320,400,000
# of Tenant Leases                                                             7
Average Rent Per Square Foot                                              $44.07
Underwritten Economic Occupancy                                            96.8%
Underwritten Revenues                                                $25,924,812
Underwritten Total Expenses                                           $8,260,555
Underwritten Net Cash Flow (NOI)                                     $17,664,256
Underwritten Net Cash Flow (NCF)                                     $16,742,507
2006 NOI                                                                     NAP
2005 NOI                                                                     NAP
2004 NOI                                                                     NAP

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                         WFB
Loan Group                                                                     1
Origination Date                                                   June 15, 2007
Cut-off Date Principal Balance(1)                                   $112,500,000
Cut-off Date Loan Balance Per SF(1)                                         $575
Percentage of Initial Mortgage Pool Balance                                 2.8%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                               Fee and Leasehold
Mortgage Rate                                                             5.745%
Amortization Type                                                     IO-Balloon
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          360
Original Call Protection                                     LO(25),Def(93),O(2)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio(1)                                                  70.2%
LTV Ratio at Maturity or ARD(1)                                            65.5%
Underwritten DSCR on NOI(1,2)                                              1.12x
Underwritten DSCR on NCF(1,3)                                              1.06x

(1)  The 1101 New York Avenue loan was originated in the amount of $225,000,000
     of which the $112,500,000 A-1 note is included in the trust. The A-2 Pari
     Passu note is expected to be securitized during 2007. Calculations of LTV,
     DSCR and Cut-off Date Loan Balance Per SF are based on the whole loan
     amount.

(2)  The Underwritten DSCR on NOI during the interest only period is 1.35x.

(3)  The Underwritten DSCR on NCF during the interest only period is 1.28x.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       58



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                  [MAP OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       59



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "1101 New York Avenue Loan") is evidenced by a
single promissory note secured by a deed of trust encumbering a Class "A" office
building (the "1101 New York Avenue Property") located in Washington DC. The
1101 New York Avenue Loan represents approximately 2.8% of the initial mortgage
pool balance and approximately 4.0% of the initial loan group 1 balance.

The 1101 New York Avenue Loan was originated on June 15, 2007, and has a
principal balance as of the cut-off date of $112,500,000. The 1101 New York
Avenue Loan has a remaining term of 119 months to its maturity date of July 5,
2017. The 1101 New York Avenue Loan permits defeasance with United States
government obligations beginning two years after the securitization of the 1101
New York Avenue Pari Passu A-2 Note. The loan may be prepaid without penalty on
or after June 5, 2017.

The 1101 New York Avenue Loan is pari passu with another promissory note (the
"1101 New York Avenue Pari Passu Note") and, together with the 1101 New York
Avenue Loan (the "1101 New York Avenue Loan Combination") has an aggregate
principal balance, including the 1101 New York Avenue Loan, of $225,000,000. The
1101 New York Avenue Pari Passu Note is secured by the same mortgage as the 1101
New York Avenue Loan. The 1101 New York Avenue Pari Passu Note is pari passu in
right of payment and in other respects to the 1101 New York Avenue Loan and has
the same interest rate, maturity date and original term to maturity as the 1101
New York Avenue Loan. The 1101 New York Avenue Pari Passu Note will be held
outside of the trust and is expected to be securitized in another transaction.
See "Description of the Mortgage Pool -- The Loan Combinations" in the offering
prospectus.

THE PROPERTY. The 1101 New York Avenue Property is secured by the fee and
leasehold interest in a Class A, newly constructed 12-story multi-tenant office
building with 390,994 square feet of net rentable area. It is located on New
York Avenue in downtown Washington DC in the East End submarket of downtown
Washington DC. The 1101 New York Avenue Property is currently 92.4% leased to 7
office tenants and has 5,793 square feet of retail space, 13,045 square feet of
storage space, and a 203 space, three-level underground parking garage. Prior to
construction the building was pre-leased to the law firm LeBoeuf Lamb Greene
(29.1% NRA) and Ernst & Young (32.5% NRA), totaling 61.5% of the NRA.

The property has a state-of-the-art building structure whereby support columns
are recessed 20 feet inside of the external shell (cantilevered) allowing for
unobstructed perimeter office spaces. The building takes advantage of this
feature with a continuous slab-to-slab and highly energy efficient glass curtain
exterior wall on all four facades. Amenities include a roof top terrace with a
5,500 square foot conference center, concierge service, 24-hour lobby attendant
and free lower level fitness facility for all tenants. The building has street
frontage on three sides and is free standing on four sides. The lobby is
finished with granite and marble floors and anigre wood finish on the walls. All
floors feature 9 foot ceilings and can provide up to 10 corner offices and 55-60
perimeter offices.

The following table presents certain information relating to the major tenants
at the1101 New York Avenue Property:

                               TENANT INFORMATION



                                                CREDIT RATINGS    SQUARE                UNDERWRITTEN
TENANT NAME                    PARENT COMPANY   (FITCH/S&P)(1)     FEET      % OF GLA     RENT PSF     LEASE EXPIRATION
-----------------------------------------------------------------------------------------------------------------------

Ernst & Young                       NAP              NR/NR       126,992(2)    32.5%       $45.40         June 30, 2017
LeBoeuf Lamb Greene                 NAP              NR/NR       120,115(3)    30.7         47.60         June 30, 2023
BP Corporation North America       BP PLC           Aa1/AA+       31,091        8.0         58.87      October 31, 2017
-----------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                           278,198       71.1%       $47.86
-----------------------------------------------------------------------------------------------------------------------


(1)  Ratings provided are for the entity identified in the "Parent Company"
     column whether or not the Parent Company guarantees the lease.

(2)  1,974 square feet of storage space is included in this calculation, for
     which the tenant pays $21.29 psf.

(3)  715 square feet of storage space is included in this calculation, for which
     the tenant pays $19.00 psf.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       60



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the 1101 New York Avenue Property:

                            LEASE ROLLOVER SCHEDULE(1)



             NUMBER                                      % OF    CUMULATIVE                           CUMULATIVE
               OF      SQUARE     % OF        BASE       BASE      SQUARE    CUMULATIVE   CUMULATIVE  % OF BASE
             LEASES     FEET       GLA        RENT       RENT       FEET      % OF GLA     BASE RENT     RENT
   YEAR     EXPIRING  EXPIRING  EXPIRING    EXPIRING   EXPIRING   EXPIRING    EXPIRING     EXPIRING    EXPIRING
----------------------------------------------------------------------------------------------------------------

   MTM         NAP           0       0%   $         0        0%          0          0%   $         0        0%
   2007          0           0       0              0        0           0          0              0        0
   2008          0           0       0              0        0           0          0              0        0
   2009          0           0       0              0        0           0          0              0        0
   2010          0           0       0              0        0           0          0              0        0
   2011          0           0       0              0        0           0          0              0        0
   2012          1       6,520     1.7        284,455      1.7       6,520        1.7        284,455      1.7
   2013          1       6,520     1.7        280,360      1.6      13,040        3.3        564,815      3.3
   2014          0           0       0              0        0      13,040        3.3        564,815      3.3
   2015          0           0       0              0        0      13,040        3.3        564,815      3.3
   2016          0           0       0              0        0      13,040        3.3        564,815      3.3
   2017          7     175,718    44.9      8,416,047     48.8     188,758       48.3      8,980,862     52.1
Thereafter       8     172,367    44.1      8,248,400     47.9     361,125       92.4     17,299,262    100.0
  Vacant         0      29,869     7.6              0      0.0     390,994      100.0
----------------------------------------------------------------------------------------------------------------
  TOTAL         17     390,994     100%   $17,299,262    100.0%
----------------------------------------------------------------------------------------------------------------


(1)  Information obtained from the 1101 New York Avenue Borrower's rent roll
     dated June 15, 2007.

THE MARKET(2). The 1101 New York Avenue Property is located at the intersection
of Eye (I) Street and New York Avenue between 11th Street and 12th Street, in
the East End submarket of northwest Washington, D.C. approximately 7 blocks (3/4
mile) northwest of the White House.

Primary vehicular access to the immediate area is considered very good with
Pennsylvania Avenue (immediately south), Massachusetts Avenue (2 blocks north)
providing convenient access to areas north, east and west and 12th Street
(immediately west) which provides direct access to Interstate 395 to the south.
There are three metro stations within three blocks of the site with connections
to all five Metrorail lines that link much of the city and suburbs of Virginia
and Maryland.

Area amenities include several major hotels, including Willard Hotel, Grand
Hyatt, Henley Park Hotel, Hotel Monaco, Embassy Suites, Sofitel Lafayette
Square, Renaissance Hotel and Four Points Sheraton. Retail in the area is
abundant with several designer boutiques, national chains, high-end stores and
restaurants.

The Washington, D.C. office market, with a total of 38 million square feet, is
one of the largest in the nation. The United States Government occupies
approximately 49 million square feet of office in Washington D.C. According to
Cassidy & Pinkard, vacancy rates for office space in the Washington, D.C. market
remain low at 7.1% at the end of 2006. The subject is located in the East End
submarket that includes 36.6MM square feet of office space. The submarket is
currently reporting an overall 8% vacancy.

THE BORROWER. 1101 New York Holdings LLC, a Delaware limited liability company
(the "1101 New York Avenue Borrower") is a single member special purpose entity
and bankruptcy remote. A nonconsolidation option was delivered at closing. The
1101 New York Avenue Borrower is 100% owned by 1101 New York Mezz LLC. 1101 New
York Mezz LLC is a joint venture between W.R. Berkley Corporation (64% in total
held by 3 different wholly owned subsidiaries including Admiral Insurance) and
Louis Dreyfus Property (36% in total held by two different wholly owned entities
including Louis Dreyfus Property Group, LLC and LD Residual VI, LLC).

Louis Dreyfus conducts its real estate activities through Louis Dreyfus Property
Group LLC ("LDPG") which was established in 1971 as a wholly owned subsidiary.
Historically, LDPG's strategy was to acquire, develop and hold properties long
term. In recent years, LDPG has developed and redeveloped Class A office
buildings and hotel properties and sold the assets upon stabilization. LDPG has
developed or acquired over eight million SF of office space since inception. As
of December 31, 2006 the Louis Dreyfus Property Group, LLC reported $175.4MM in
assets with $35.4MM cash liquidity and a net worth of $173.2MM.

W.R. Berkley Corporation is an insurance holding company whose subsidiaries
conduct business in all markets of the commercial property casualty insurance
industry. Each of WR Berkley's subsidiaries is S&P rated A+ Stable. As of
December 31, 2006 the company reports assets of $15.6 billion, cash liquidity of
$1.4 billion and net worth of $3.3 billion.

PROPERTY MANAGEMENT. The 1101 New York Avenue Property will be managed by Louis
Dreyfus Properties, LLC, a Delaware limited liability company (the "1101 New
York Avenue Manager"), an affiliate of the 1101 New York Avenue Borrower. Louis
Dreyfus Properties, LLC handles all aspects of management and leasing.

(2)  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, 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.


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

LOCKBOX. All tenants at the 1101 New York Avenue Property are required to make
their monthly rental payments directly into a cash management account controlled
by the lender. All funds in the cash management account shall be applied by
lender with the following priority: (i) monthly principal and interest payments
any required reserve account deposits due to lender pursuant to the loan
documents, (ii) other amounts, if any, due to lender under the loan documents,
and (iii) prior to a default, the balance to be paid to the 1101 New York Avenue
Borrower. If a default occurs or the actual DSCR falls below 1.10x, an excess
cash flow sweep will begin and will continue until (i) no default is continuing
or (ii) the DSCR is greater than 1.10x for two consecutive testing dates.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the 1101 New York Avenue Loan:

                               ESCROWS / RESERVES

            TYPE:                           INITIAL      MONTHLY
            ----------------------------------------------------
            Taxes                         $         0   $170,560
            TI/LC Reserve(1,3)            $19,583,542   $      0
            Capital Expenditure Reserve   $         0   $  9,775
            Free Rent Reserve             $ 6,097,819   $      0
            Leasing Rollover Reserve(2)   $         0   $ 68,665
            Debt Service Reserve          $   750,000   $      0

(1)  The TI/LC Reserve consists of an Existing Contractual Costs Reserve of
     $16,936,827 for tenant improvement and leasing commission costs for which
     the 1101 New York Avenue Borrower has any obligation remaining as of the
     disbursement date and a general TI/LC reserve of $2,646,715.

(2)  The 1101 New York Avenue Borrower is required to deposit $68,665 on each
     principal and interest due date commencing on the earlier of (i) July 5,
     2009 and (ii) the first due date following the complete disbursement of
     funds in the TI/LC Reserve. The impound will be capped at $2,850,000 and
     monthly impounds of $68,665 will resume if the balance falls below the
     capped amount.

(3)  The 1101 New York Avenue Borrower is required to deposit all excess cash
     flow into the Springing TI Reserve until a total amount equal to $30 per
     square foot multiplied by the total square footage vacated by the following
     tenants: Ernst & Young, BP Corporation, Albright Capital Group or Albright
     Capital Management (the "Impound Tenants"). The 1101 New York Avenue
     Borrower must deposit on the first to occur of the following: (i) 18 months
     prior to the expiration of any of the Impound Tenants, if the 1101 New York
     Avenue Borrower has failed to deliver evidence that the lease has been
     extended or renewed, (ii) 30 days after the occurrence of any default by an
     Impound Tenant for the payment of rent, (iii) 15 days after the 1101 New
     York Avenue Borrower learns of any right or commencement of any action by
     Impound Tenant to terminate the lease or (iv) the termination of any
     Impound Tenant's lease.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       62



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       63



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

MANN & SYLMAR BIOMEDICAL PARKS

                                 [PHOTO OMITTED]

                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            2
Location (City/State)                                                 Various/CA
Property Type                                                          Mixed Use
Size (Square Feet)                                                       790,013
Percentage Physical Occupancy as of May 16, 2007                           99.3%
Year Built                                                                  1965
Year Renovated(1)                                                        Various
Appraisal Value                                                      102,000,000
# of Tenant Leases                                                            36
Average Rent Per Square Foot                                              $13.12
Underwritten Economic Occupancy                                            97.0%
Underwritten Revenues                                                $11,712,657
Underwritten Total Expenses                                           $5,501,942
Underwritten Net Operating Income (NOI)                               $6,210,715
Underwritten Net Cash Flow (NCF)                                      $5,808,067
2006 NOI                                                              $4,455,269
2005 NOI                                                              $2,517,780
2004 NOI                                                              $2,661,755

(1)  Mann Biomedical Park contains two properties constructed in 2007.

                                 [PHOTO OMITTED]

                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                    July 9, 2007
Cut-off Date Principal Balance                                       $65,000,000
Cut-off Date Loan Balance Per SF/Unit                                        $82
Percentage of Initial Mortgage Pool Balance                                 1.6%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8440%
Amortization Type                                                  Interest Only
IO Period (Months)                                                           120
Original Term to Maturity/ARD (Months)                                       120
Original Call Protection                  LO(24)Def or GRTR of YM or 1%(93),0(3)
Cut-off Date LTV Ratio                                                     63.7%
LTV Ratio at Maturity or ARD                                               63.7%
Underwritten DSCR on NOI                                                   1.61x
Underwritten DSCR on NCF                                                   1.50x

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       64



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                                [2 MAPS OMITTED]

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       65



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

THE LOAN. The mortgage loan (the "Mann & Sylmar Biomedical Parks Loan") is
evidenced by a single promissory note secured by a first mortgage encumbering
the fee interest in two biomedical complexes consisting of 24 office and
industrial buildings (the "Mann & Sylmar Biomedical Parks Properties") located
in Santa Clarita and Sylmar, California. The Mann & Sylmar Biomedical Parks Loan
represents approximately 1.6% of the initial mortgage pool balance and
approximately 2.3% of the initial loan group 1 balance.

The Mann & Sylmar Biomedical Parks Loan was originated on July 9, 2007, and has
a principal balance as of the cut-off date of $65,000,000. The Mann & Sylmar
Biomedical Parks Loan has a remaining term of 120 months and a scheduled
maturity date of August 8, 2017. The Mann & Sylmar Biomedical Parks 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 Mann & Sylmar Biomedical Parks
Loan is permitted after June 8, 2017 without penalty.

At any time after the permitted defeasance date, the borrower may cause the
release of all the properties or, in the event Advanced Bionics exercises its
option to purchase the Advanced Bionics Parcel pursuant to and in accordance
with the terms of the Advanced Bionics lease, the Advanced Bionics Parcel shall
be released from the lien of the security instrument and the other loan
documents subject to a yield maintenance penalty.

THE PROPERTIES. The Mann & Sylmar Biomedical Parks Properties are comprised of
two separate biomedical parks located approximately 10 miles from one another in
Los Angeles County.

Mann Biomedical Park encompasses 138 acres in Santa Clarita, California
approximately 30 miles northeast of Los Angeles. The property is situated on the
north side of Rye Canyon Road, approximately 1.5 miles east of the Golden State
Freeway (Interstate 5). The park is improved with 20 one to three story Class A
and Class B office, R&D/Industrial and warehouse buildings totaling 612,968
square feet. The improvements are configured as both single and multi-tenant
spaces and are primarily concrete tilt-up or steel frame construction built in
the late 1950's and 1960's as the Lockheed Research and Development Center. New
construction includes a 182,000 square foot building completed for Boston
Scientific in 2007 at a reported cost of $45 million. Additionally, a 34,791
square foot facility is currently being completed for Bioness, a sponsor owned
tenant scheduled to take occupancy and commence rent payment in August 2007.
Since 2002, $3.35 million has been invested in capital improvements to existing
buildings. The Mann property features as-of-right expansion capacity to a total
size of 1.5 million square feet, or an additional 887,032 square feet. The
appraiser attributed $6.9 million in value to these unused development rights.
Three buildings comprising 7.4% of the economic rent feature PML earthquake
scores in excess of 20% and are covered by earthquake insurance.

Sylmar Biomedical Park encompasses eight acres in Sylmar, California
approximately 20 miles northeast of Los Angeles. The property is situated on the
north side of San Fernando Road, approximately 1/2 mile east of the Golden State
Freeway (Interstate 5). Improvements include three tilt-up concrete single-story
Class A and B office/research buildings containing 177,045 square feet. The
improvements were built from 1964 to 1965 with $720,000 invested in capital
improvements since 2001. None of the Sylmar buildings feature PML earthquake
scores in excess of 20%.

The Mann & Sylmar Biomedical Parks Properties are currently 99.3% occupied by 36
tenants. Advanced Bionics is the largest tenant at the Mann & Sylmar Biomedical
Parks Properties representing 55.8% of economic rent. Advanced Bionics was
founded in 1993 by the loan's sponsor, Alfred Mann, who remains the company's
Chairman and co-CEO. Advanced Bionics was sold in 2004 and is now a wholly owned
subsidiary of Boston Scientific Corporation (NYSE: BSX; rated 'BBB' by S&P). The
Mann & Sylmar Biomedical Parks Properties are utilized as Advanced Bionics
corporate headquarters and are occupied by approximately 500 on-site employees.
Boston Scientific Corporation guarantees two leases expiring in 2021 totaling
approximately 28% of the total rent. An additional Advanced Bionics lease
representing 14% of the total rent and expiring in 2009 is guaranteed by Mr.
Mann.

The following table presents certain information relating to the major tenants
at the Mann & Sylmar Biomedical Parks Property:

                            MAJOR TENANT INFORMATION



                                                         CREDIT RATINGS                         BASE RENT     LEASE
TENANT NAME                        PARENT COMPANY        (FITCH/S&P)(1)   SQUARE FEET   % GLA       PSF     EXPIRATION
----------------------------------------------------------------------------------------------------------------------

Advanced Bionics Corp    Boston Scientific Corporation      BBB--/BBB       472,278      59.8%    $12.16      Various
Alfred Mann Foundation                 NAP                                   55,246       7.0      14.23     7/31/2008
Quallion LLC                           NAP                                   53,242       6.7      16.27    10/31/2008
Bioness                                NAP                                   29,041       3.7      27.00     8/31/2012
Second Sight Medical                   NAP                                   24,770       3.1      18.79    12/31/2007
----------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                      634,577      80.3%    $13.62
----------------------------------------------------------------------------------------------------------------------


(1)  Ratings provided are for the entity identified in the "Parent Company"
     column whether or not the Parent Company guarantees the lease.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       66



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

                            OCCUPANCY BY TENANT TYPE

TENANT TYPE                TOTAL SF     %
-------------------------------------------
Office                      208,421    26.4%
Research and Development    194,597    24.6
Industrial                  215,370    27.3
Warehouse                   148,658    18.8
Storage                      22.967     2.9
-------------------------------------------
TOTAL                       790,013   100.0%
-------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Mann & Sylmar Biomedical Parks Property:

                           LEASE ROLLOVER SCHEDULE(1)



                  #                                                                      CUMULATIVE %   CUMULATIVE  CUMULATIVE %
             OF LEASES  TOTAL SF  % OF TOTAL SF   BASE RENT     % OF BASE    CUMULATIVE   OF TOTAL SF   BASE RENT      OF BASE
    YEAR      EXPIRING  EXPIRING    EXPIRING      EXPIRING    RENT ROLLING  SF EXPIRING    EXPIRING      EXPIRING   RENT EXPIRING
---------------------------------------------------------------------------------------------------------------------------------

    MTM           7       55,948        7.1%     $   458,307        4.5%       55,948         7.1%     $   458,307        4.5%
   2007           3       53,915        6.8          885,931        8.6       109,863         13.9       1,344,237       13.1
   2008          12      144,762       18.3        2,203,853       21.4       254,625         32.2       3,548,091       34.5
   2009           4      180,481       22.8        1,848,949       18.0       435,106         55.1       5,397,040       52.4
   2010           5       28,754        3.6          336,208        3.3       463,860         58.7       5,733,248       55.7
   2011           1        4,344        0.5           94,873        0.9       468,204         59.3       5,828,121       56.6
   2012           1       29,041        3.7          784,107        7.6       497,245         62.9       6,612,228       64.3
   2013           0            0        0.0                0        0.0       497,245         62.9       6,612,228       64.3
   2014           1       48,110        6.1          740,745        7.2       545,355         69.0       7,352,973       71.5
   2015           0            0        0.0                0        0.0       545,355         69.0       7,352,973       71.5
   2016           0            0        0.0                0        0.0       545,355         69.0       7,352,973       71.5
   2017           0            0        0.0                0        0.0       545,355         69.0       7,352,973       71.5
Thereafter        2      239,136       30.3        2,937,409       28.5       784,491         99.3      10,290,382      100.0
  Vacant          0        5,522        0.7                0        0.0       790,013        100.0
---------------------------------------------------------------------------------------------------------------------------------
   TOTAL         36      790,013      100.0%     $10,290,382      100.0%
---------------------------------------------------------------------------------------------------------------------------------


(1)  Information obtained from Mann & Sylmar Biomedical Parks Borrower's rent
     roll dated May 16, 2007.

THE MARKET(2). The Mann & Sylmar Biomedical Parks Properties are located in the
Los Angeles County Industrial Research & Development ("R&D") market which is
divided into seven submarkets. The Mann & Sylmar Biomedical Parks Properties are
located in the East San Fernando Valley R&D submarket. California R&D demand is
driven in part by $200+ million in state grants for bioresearch. Los Angeles is
home to notable biomedical R&D firms such as Amgen and Boston Scientific. The
Los Angeles Basin has a relatively large R&D market, with 155.4 million square
feet of space. Net absorption in 2006 totaled 2.3 million square feet,
representing growth in occupied space of 1.6%. The 2006 vacancy rate declined to
4.7%, down from 6.0% as of year-end 2005 and from a ten-year average of 7.3%.
Construction activity is currently low, with a total of 1.0 million square feet
underway.

Office -- Comparable office rents range from $20.16 per square foot to $24.00
per square foot. The appraiser concluded the applicable office market rent for
the subject properties is $21.00 per square foot NNN.

(2)  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, 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.


                                       67



MERRILL LYNCH MORTGAGE TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
--------------------------------------------------------------------------------

R&D / Industrial -- Comparable R&D and industrial rents range from $9.00 per
square foot to $19.20 per square foot NNN. The appraiser concluded the
applicable R&D and industrial rents for the subject properties is $12.00 per
square foot NNN.

Warehouse -- Comparable warehouse rents range from $7.00 per square foot to
$9.00 per square foot NNN.

THE BORROWER. The Borrowing entity, Mann Biomedical Park, LLC, (the "Mann &
Sylmar Biomedical Parks Borrower"), is a single purpose bankruptcy-remote entity
structured as a Delaware limited liability company controlled by Alfred Mann.
Mr. Mann is listed as number 140 on the Forbes 400 List of Wealthiest Americans.
Mr. Mann maintains a controlling interest in 29% of the tenancy on the rent
roll, including Quallion (8%), the Alfred Mann Foundation (8%), Bioness (7%),
Second Sight Medical (4%), Mann Biomedical Park (2%), Implanted Acoustics
(0.5%), and NeuroSystec (0.5%). Mr. Mann is also Chairman and co-CEO of Advanced
Bionics Corporation, whose tenancy accounts for 55% of the rent roll.

PROPERTY MANAGEMENT. The Mann & Sylmar Biomedical Parks Properties are
self-managed by the Mann & Sylmar Biomedical Parks Borrower.

LOCKBOX. None

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Mann & Sylmar Biomedical Parks Loan:

                               ESCROWS / RESERVES

                     TYPE:               INITIAL    MONTHLY
                     --------------------------------------
                     Capex             $  477,449   $ 9,875
                     Bioness Reserve   $1,136,010   $     0
                     TI/LC1            $  500,000   $25,000
                     Taxes             $  417,093   $59,583
                     Insurance         $  110,740   $15,820
                     Environmental(2)  $   93,750   $     0

(1)  Capped at $1.6 million.

(2)  Associated with ground water monitoring at the Mann Property.

ADDITIONAL DEBT: None.

PERMITTED MEZZANINE DEBT. None.

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 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.


                                       68



                                     ANNEX D

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT

                                       D-1


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------

                                                    DISTRIBUTION DATE STATEMENT

                                                         TABLE OF CONTENTS



                           -----------------------------------------------------------------------------
                           STATEMENT SECTIONS                                                   PAGE(s)
                           -----------------------------------------------------------------------------

                           Certificate Distribution Detail                                         2
                           Certificate Factor Detail                                               3
                           Reconciliation Detail                                                   4
                           Other Required Information                                              5
                           Cash Reconciliation Detail                                              6
                           Ratings Detail                                                          8
                           Current Mortgage Loan and Property Stratification Tables              8 - 16
                           Mortgage Loan Detail                                                    17
                           NOI Detail                                                              18
                           Principal Prepayment Detail                                             19
                           Historical Detail                                                       20
                           Delinquency Loan Detail                                                 21
                           Specially Serviced Loan Detail                                       22 - 23
                           Advance Summary                                                         24
                           Modified Loan Detail                                                    25
                           Historical Liquidated Loan Detail                                       26
                           Historical Bond / Collateral Realized Loss Reconciliation               27
                           Interest Shortfall Reconciliation Detail                             28 - 29
                           Defeased Loan Detail                                                    30
                           Supplemental Reporting                                                  31
                           -----------------------------------------------------------------------------




            DEPOSITOR                     MASTER SERVICER               MASTER SERVICER                   SPECIAL SERVICER
---------------------------------  ----------------------------  -------------------------------  --------------------------------

Merrill Lynch Mortgage             KeyCorp Real Estate           Well Fargo Bank, N. A.           Centerline Servicing, Inc.
Investors Inc.                     Capital Markets Inc.          1320 Willow Pass Road,           5221 N. O'Connor Blvd., Ste. 600
                                                                 Suite 300                        Irving, TX 75039
4 World Financial Center,          911 Main Street, Suite 1500   investorreporting@wellsfargo.com
10th Floor 250 Vesey Street        Kansas City, MO 64105         Concord, CA 94520
New York, Ny 10080

Contact:      Michael M. McGovern  Contact:      Marty O'Conner  Contact:      Myung J. Nam       Contact:      Chris Crouch
Phone Number:                      Phone Number: (816) 221-8800  Phone Number:                    Phone Number: (972) 868-5300
---------------------------------  ----------------------------  -------------------------------  --------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.



                                                                    Page 1 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                   CERTIFICATE DISTRIBUTION DETAIL

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     Realized
                                                                                      Loss/
                                                                                    Additional                           Current
               Pass-Through Original Beginning  Principal     Interest   Prepayment Trust Fund    Total      Ending   Subordination
Class   CUSIP      Rate     Balance   Balance  Distribution Distribution  Premium    Expenses  Distribution  Balance    Level (1)
-----------------------------------------------------------------------------------------------------------------------------------

 A-1             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
 A-2             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
 A-3             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
 A-SB            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
 A-4             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
 A-1A            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  AM             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  AJ             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
A-2FL            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
A-3FL            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
A-4FL            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
AM-FL            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
AJ-FL            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  B              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  C              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  D              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  E              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  F              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  G              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  H              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  J              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  K              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  L              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  M              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  N              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  P              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  Q              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  Z              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  R              0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                        0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
-----------------------------------------------------------------------------------------------------------------------------------




----------------------------------------------------------------------------------------------
                            Original Beginning                                         Ending
               Pass-Through Notional Notional    Interest    Prepayment     Total     Notional
Class   CUSIP      Rate      Amount   Amount   Distribution   Premium    Distribution  Amount
----------------------------------------------------------------------------------------------

 X               0.000000       0.00      0.00         0.00         0.00       0.00       0.00
----------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of
the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and
dividing the result by (A).



                                                                    Page 2 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------

                                                      CERTIFICATE FACTOR DETAIL



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Realized
                                                                                                        Loss/
                                                                                                     Additional
                                                                                                        Trust
                                  Beginning         Principal        Interest      Prepayment           Fund          Ending
     Class          CUSIP          Balance         Distribution     Distribution    Premium           Expenses        Balance
-----------------------------------------------------------------------------------------------------------------------------------

      A-1                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
      A-2                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
      A-3                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
      A-SB                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
      A-4                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
      A-1A                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       AM                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       AJ                      0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
     A-2FL                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
     A-3FL                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
     A-4FL                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
     AM-FL                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
     AJ-FL                     0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       B                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       C                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       D                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       E                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       F                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       G                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       H                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       J                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       K                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       L                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       M                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       N                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       P                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       Q                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       Z                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
       R                       0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
-----------------------------------------------------------------------------------------------------------------------------------




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

                                  Beginning                                          Ending
                                  Notional           Interest      Prepayment       Notional
     Class          CUSIP          Amount          Distribution     Premium          Amount
-------------------------------------------------------------------------------------------------

      X                            0.00000000       0.00000000       0.00000000      0.00000000
-------------------------------------------------------------------------------------------------



                                                                    Page 3 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------

                                                          RECONCILIATION DETAIL



PRINCIPAL RECONCILIATION
------------------------------------------------------------------------------------------------------------------------------------
                                   Unpaid                                                        Stated      Unpaid       Current
              Stated Beginning   Beginning                                                       Ending      Ending      Principal
                 Principal       Principal    Scheduled   Unscheduled    Principal   Realized   Principal   Principal   Distribution
 Loan Group       Balance         Balance     Principal    Principal    Adjustments    Loss      Balance     Balance       Amount
------------------------------------------------------------------------------------------------------------------------------------

      1            0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
      2            0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------
    Total          0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------




CERTIFICATE INTEREST RECONCILIATION
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         Remaining
                                        Net Aggregate                 Distributable                                       Unpaid
                             Accrued     Prepayment    Distributable   Certificate             Additional              Distributable
         Accrual  Accrual  Certificate    Interest      Certificate     Interest     WAC CAP   Trust Fund   Interest    Certificate
Class     Dates    Days     Interest      Shortfall      Interest      Adjustment   Shortfall   Expenses  Distribution   Interest
------------------------------------------------------------------------------------------------------------------------------------

 A-1        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 A-2        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 A-3        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 A-SB       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 A-4        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 A-1A       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  AM        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  AJ        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
A-2FL       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
A-3FL       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
A-4FL       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
AM-FL       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
AJ-FL       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  X         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  B         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  C         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  D         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  E         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  F         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  G         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  H         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  J         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  K         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  L         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  M         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  N         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  P         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  Q         0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------
Totals               0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------



                                                                    Page 4 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                     OTHER REQUIRED INFORMATION
------------------------------------------------------------------------------------------------------------------------------------

Available Distribution Amount (1)                                 0.00

Master Servicing Fee Summary

   Current Period Accrued Master Servicing Fees                   0.00
   Less Delinquent Master Servicing Fees                          0.00
   Less Reductions to Master Servicing Fees                       0.00
   Plus Master Servicing Fees for Delinquent Payments Received    0.00
   Plus Adjustments for Prior Master Servicing Calculation        0.00
   Total Master Servicing Fees Collected                          0.00




                                                                           Appraisal Reduction Amount
                                                                           -------------------------------------------------
                                                                                       Appraisal     Cumulative  Most Recent
                                                                            Loan       Reduction        ASER      App. Red.
                                                                           Number      Effected        Amount       Date
                                                                           -------------------------------------------------






                                                                           -------------------------------------------------
                                                                           Total
                                                                           -------------------------------------------------


(1) The Available Distribution Amount includes any Prepayment Premiums.


                                                                    Page 5 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------


                           CASH RECONCILIATION DETAIL


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

TOTAL FUNDS COLLECTED
  INTEREST:
      Interest paid or advanced                                         0.00
      Interest reductions due to Non-Recoverability Determinations      0.00
      Interest Adjustments                                              0.00
      Deferred Interest                                                 0.00
      Net Prepayment Interest Shortfall                                 0.00
      Net Prepayment Interest Excess                                    0.00
      Extension Interest                                                0.00
      Interest Reserve Withdrawal                                       0.00
                                                                              ------
            TOTAL INTEREST COLLECTED                                            0.00

  PRINCIPAL:
      Scheduled Principal                                               0.00
      Unscheduled Principal                                             0.00
            Principal Prepayments                                       0.00
            Collection of Principal after Maturity Date                 0.00
            Recoveries from Liquidation and Insurance Proceeds          0.00
            Excess of Prior Principal Amounts paid                      0.00
            Curtailments                                                0.00
      Negative Amortization                                             0.00
      Principal Adjustments                                             0.00
                                                                              ------
            TOTAL PRINCIPAL COLLECTED                                           0.00

  OTHER:
      Prepayment Penalties/Yield Maintenance                            0.00
      Repayment Fees                                                    0.00
      Borrower Option Extension Fees                                    0.00
      Equity Payments Received                                          0.00
      Net Swap Counterparty Payments Received                           0.00
                                                                              ------
            TOTAL OTHER COLLECTED                                               0.00
                                                                              ------
TOTAL FUNDS COLLECTED                                                           0.00
                                                                              ======

    TOTAL FUNDS DISTRIBUTED
      FEES:
          Master Servicing Fee                                          0.00
          Trustee Fee                                                   0.00
          Certificate Administration Fee                                0.00
          Insurer Fee                                                   0.00
          Miscellaneous Fee                                             0.00
                                                                              ------
              TOTAL FEES                                                        0.00

      ADDITIONAL TRUST FUND EXPENSES:                                   0.00

          Reimbursement for Interest on Advances
          ASER Amount                                                   0.00
          Special Servicing Fee                                         0.00
          Rating Agency Expenses                                        0.00
          Attorney Fees & Expenses                                      0.00
          Bankruptcy Expense Taxes                                      0.00
          Taxes Imposed on Trust Fund                                   0.00
          Non-Recoverable Advances                                      0.00
          Other Expenses                                                0.00
                                                                              ------
              TOTAL ADDITIONAL TRUST FUND EXPENSES                              0.00

      INTEREST RESERVE DEPOSIT                                                  0.00

      PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:

          Interest Distribution                                         0.00
          Principal Distribution                                        0.00
          Prepayment Penalties/Yield Maintenance                        0.00
          Borrower Option Extension Fees                                0.00
          Equity Payments Paid                                          0.00
          Net Swap Counterparty Payments Paid                           0.00
                                                                              ------
                 TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS                  0.00
                                                                              ------
 TOTAL FUNDS DISTRIBUTED                                                        0.00
                                                                              ======



                                                                    Page 6 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                  RATINGS DETAIL

-------------------------------------------------------------------------------------------------------------------
                                                    Original Ratings                     Current Ratings (1)
                                           ------------------------------------------------------------------------
       Class                CUSIP             Fitch       Moody's     S & P         Fitch       Moody's     S & P
-------------------------------------------------------------------------------------------------------------------

        A-1
        A-2
        A-3
        A-SB
        A-4
        A-1A
         AM
         AJ
       A-2FL
       A-3FL
       A-4FL
       AM-FL
       AJ-FL
         X
         B
         C
         D
         E
         F
         G
         H
         J
         K
         L
         M
         N
         P
         Q
-------------------------------------------------------------------------------------------------------------------

      NR  - Designates that the class was not rated by the above agency at the time of original issuance.

       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.

      N/A - Data not available this period.

1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent to
issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.

Fitch, Inc.                                  Moody's Investors Service                          Standard & Poor's Rating Services
One State Street Plaza                       99 Church Street                                   55 Water Street
New York, New York 10004                     New York, New York 10007                           New York, New York 10041
(212) 908-0500                               (212) 553-0300                                     (212) 438-2430
------------------------------------------------------------------------------------------------------------------------------------



                                                                    Page 7 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                   AGGREGATE POOL

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
    Scheduled    of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
    Balance     loans    Balance    Bal.   (2)    WAC      (1)             State      Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                    Page 8 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                   AGGREGATE POOL

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
 Debt Service    of     Scheduled   Agg.   WAM           Avg DSCR          Property     of    Scheduled   Agg.  WAM        Avg DSCR
Coverage Ratio  loans    Balance    Bal.   (2)    WAC      (1)               Type     Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
                 of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
  Note Rate     loans    Balance    Bal.   (2)    WAC      (1)           Seasoning    loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                    Page 9 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                   AGGREGATE POOL

        ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                    REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
 Anticipated      #                  of                  Weighted         Remaining     #                  of              Weighted
Remaining Term   of     Scheduled   Agg.   WAM           Avg DSCR          Stated       of    Scheduled   Agg.  WAM        Avg DSCR
     (2)        loans    Balance    Bal.   (2)    WAC      (1)              Term      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                     Age of                          %
  Remaining       #                  of                  Weighted           Most        #                  of              Weighted
 Amortization    of     Scheduled   Agg.   WAM           Avg DSCR          Recent       of    Scheduled   Agg.  WAM        Avg DSCR
     Term       loans    Balance    Bal.   (2)    WAC      (1)               NOI      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.



                                                                   Page 10 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                      GROUP I

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
   Scheduled     of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
    Balance     loans    Balance    Bal.   (2)    WAC      (1)              State     Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                   Page 11 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                               GROUP I

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
      Debt                           %                                                                     %
    Service       #                  of                  Weighted                       #                  of              Weighted
    Coverage     of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
     Ratio      loans    Balance    Bal.   (2)    WAC      (1)         Property Type  Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
      Note       of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
      Rate      loans    Balance    Bal.   (2)    WAC      (1)            Seasoning   loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------


























--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                   Page 12 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                      GROUP I

         ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                   REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
 Anticipated      #                  of                  Weighted         Remaining     #                  of              Weighted
Remaining Term   of     Scheduled   Agg.   WAM           Avg DSCR          Stated       of    Scheduled   Agg.  WAM        Avg DSCR
     (2)        loans    Balance    Bal.   (2)    WAC      (1)              Term      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                     Age of                          %
   Remaining      #                  of                  Weighted           Most        #                  of              Weighted
  Amortization   of     Scheduled   Agg.   WAM           Avg DSCR          Recent       of    Scheduled   Agg.  WAM        Avg DSCR
      Term      loans    Balance    Bal.   (2)    WAC      (1)               NOI      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.



                                                                   Page 13 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                              CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                                      GROUP II

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
   Scheduled     of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
    Balance     loans    Balance    Bal.   (2)    WAC      (1)              State     Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------

























--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                   Page 14 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                              GROUP II

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
      Debt                           %                                                                     %
    Service       #                  of                  Weighted                       #                  of              Weighted
    Coverage     of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
     Ratio      loans    Balance    Bal.   (2)    WAC      (1)         Property Type  Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
      Note       of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
      Rate      loans    Balance    Bal.   (2)    WAC      (1)            Seasoning   loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------


See footnotes on last page of this section.


                                                                   Page 15 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                              GROUP II

         ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                   REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
 Anticipated      #                  of                  Weighted         Remaining     #                  of              Weighted
Remaining Term   of     Scheduled   Agg.   WAM           Avg DSCR          Stated       of    Scheduled   Agg.  WAM        Avg DSCR
     (2)        loans    Balance    Bal.   (2)    WAC      (1)              Term      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                     Age of                          %
   Remaining      #                  of                  Weighted           Most        #                  of              Weighted
  Amortization   of     Scheduled   Agg.   WAM           Avg DSCR          Recent       of    Scheduled   Agg.  WAM        Avg DSCR
      Term      loans    Balance    Bal.   (2)    WAC      (1)               NOI      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.



                                                                   Page 16 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------


                                                        MORTGAGE LOAN DETAIL



--------------------------------------------------------------------------------------------------------------------------------
                  Property                                               Anticipated            Neg.     Beginning    Ending
   Loan             Type                   Interest   Principal  Gross    Repayment   Maturity  Amort    Scheduled   Scheduled
  Number   ODCR     (1)     City   State   Payment     Payment   Coupon     Date        Date    (Y/N)     Balance     Balance
--------------------------------------------------------------------------------------------------------------------------------























--------------------------------------------------------------------------------------------------------------------------------
 Totals
--------------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------
            Paid     Appraisal   Appraisal   Res.   Mod.
   Loan     Thru     Reduction   Reduction  Strat.  Code
  Number    Date       Date       Amount     (2)     (3)
----------------------------------------------------------























----------------------------------------------------------
 Totals
----------------------------------------------------------

                      (1) Property Type Code                                        (2) Resolution Strategy Code
                      ----------------------                                        ----------------------------

MF - Multi-Family          OF - Office               1 - Modification      6 - DPO                      10 - Deed in Lieu Of
RT - Retail                MU - Mixed Use            2 - Foreclosure       7 - REO                             Foreclosure
HC - Health Care           LO - Lodging              3 - Bankruptcy        8 - Resolved                 11 - Full Payoff
IN - Industrial            SS - Self Storage         4 - Extension         9 - Pending Return           12 - Reps and Warranties
WH - Warehouse             OT - Other                5 - Note Sale               to Master Servicer     13 - Other or TBD
MH - Mobile Home Park

    (3) Modification Code
    ---------------------

 1 - Maturity Date Extension
 2 - Amortization Change
 3 - Principal Write-Off
 4 - Combination



                                                                   Page 17 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                            NOI DETAIL

----------------------------------------------------------------------------------------------------------------------------------
                                                         Ending            Most            Most       Most Recent    Most Recent
    Loan              Property                          Scheduled         Recent          Recent       NOI Start       NOI End
   Number    ODCR       Type       City      State       Balance        Fiscal NOI          NOI           Date           Date
----------------------------------------------------------------------------------------------------------------------------------






















----------------------------------------------------------------------------------------------------------------------------------
   Total
----------------------------------------------------------------------------------------------------------------------------------



                                                                   Page 18 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                     PRINCIPAL PREPAYMENT DETAIL

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

                                                    Principal Prepayment Amount                      Prepayment Penalties
                            Offering Document  -------------------------------------------------------------------------------------
 Loan Number   Loan Group    Cross-Reference     Payoff Amount    Curtailment Amount   Prepayment Premium  Yield Maintenance Premium
------------------------------------------------------------------------------------------------------------------------------------





















------------------------------------------------------------------------------------------------------------------------------------
    Totals
------------------------------------------------------------------------------------------------------------------------------------



                                                                   Page 19 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------


                                                          HISTORICAL DETAIL



--------------------------------------------------------------------------------------------------------------------
                                                   Delinquencies
--------------------------------------------------------------------------------------------------------------------
                   30-59 Days      60-89 Days       90 Days or More      Foreclosure        REO        Modifications
Distribution           #
    Date          #   Balance     #    Balance      #       Balance      #   Balance     #   Balance   #     Balance
--------------------------------------------------------------------------------------------------------------------






















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


-------------------------------------------------------------------------
                       Prepayments             Rate and Maturities
-------------------------------------------------------------------------
                Curtailments      Payoff
Distribution                                    Next Weighted Avg.
    Date        #   Balance      #  Balance     Coupon     Remit    WAM
-------------------------------------------------------------------------






















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


Note: Foreclosure and REO Totals are excluded from the delinquencies.


                                                                   Page 20 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                 DELINQUENCY LOAN DETAIL

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

                  Offering         # of                    Current    Outstanding    Status of  Resolution
                  Document        Months    Paid Through    P & I        P & I        Mortgage   Strategy       Servicing
 Loan Number   Cross-Reference    Delinq.       Date       Advances   Advances **     Loan (1)   Code (2)     Transfer Date
---------------------------------------------------------------------------------------------------------------------------













---------------------------------------------------------------------------------------------------------------------------
 Totals
---------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------
                                 Actual      Outstanding
                Foreclosure     Principal     Servicing    Bankruptcy   REO
 Loan Number       Date          Balance      Advances        Date      Date
-----------------------------------------------------------------------------













-----------------------------------------------------------------------------
 Totals
-----------------------------------------------------------------------------

                    (1) Status of Mortgage Loan                                        (2) Resolution Strategy Code
                    ---------------------------                                        -----------------------------

A - Payments Not Received       2 - Two Months Delinquent             1 - Modification   6 - DPO                  10 - Deed In Lieu
    But Still in Grace Period   3 - Three or More Months Delinquent   2 - Foreclosure    7 - REO                       Of Forclosure
B - Late Payment But Less       4 - Assumed Scheduled Payment         3 - Bankruptcy     8 - Resolved             11 - Full Payoff
    Than 1 Month Delinquent          (Performing Matured Loan)        4 - Extension      9 - Pending Return       12 - Reps and
0 - Current                     7 - Foreclosure                       5 - Note Sale          to Master Servicer        Warranties
1 - One Month Delinquent        9 - REO                                                                           13 - Other or TBD



                                                                   Page 21 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                               SPECIALLY SERVICED LOAN DETAIL - PART 1

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

                                Offering      Servicing   Resolution
  Distribution     Loan        Document       Transfer     Strategy      Scheduled      Property              Interest      Actual
     Date         Number    Cross-Reference     Date       Code (1)       Balance       Type (2)     State      Rate        Balance
-----------------------------------------------------------------------------------------------------------------------------------












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


------------------------------------------------------------------------------------
                    Net                                                Remaining
  Distribution   Operating      NOI             Note     Maturity     Amortization
     Date          Income      Date     DSCR    Date       Date           Term
------------------------------------------------------------------------------------












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

                    (1) Resolution Strategy Code                                    (2) Property Type Code
                     ---------------------------                                    ----------------------

1 - Modification   6 - DPO                  10 - Deed In Lieu Of        MF - Multi-Family            OF - Office
2 - Foreclosure    7 - REO                       Foreclosure            RT - Retail                  MU - Mixed use
3 - Bankruptcy     8 - Resolved             11 - Full Payoff            HC - Health Care             LO - Lodging
4 - Extension      9 - Pending Return       12 - Reps and Warranties    IN - Industrial              SS - Self Storage
5 - Note Sale          to Master Servicer   13 - Other or TBD           WH - Warehouse               OT - Other
                                                                        MH - Mobile Home Park



                                                                   Page 22 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                               SPECIALLY SERVICED LOAN DETAIL - PART 2

------------------------------------------------------------------------------------------------------------------------------------
                          Offering      Resolution      Site
 Distribution   Loan      Document       Strategy    Inspection                 Appraisal   Appraisal      Other REO
     Date      Number  Cross-Reference   Code (1)       Date     Phase 1 Date     Date        Value    Property Revenue     Comment
------------------------------------------------------------------------------------------------------------------------------------












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


                     (1) Resolution Strategy Code
                     ----------------------------

1 - Modification       6 - DPO                        10 - Deed In Lieu Of
2 - Foreclosure        7 - REO                              Foreclosure
3 - Bankruptcy         8 - Resolved                   11 - Full Payoff
4 - Extension          9 - Pending Return             12 - Reps and Warranties
5 - Note Sale              to Master Servicer         13 - Other or TBD


                                                                   Page 23 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                ADVANCE SUMMARY

                   --------------------------------------------------------------------------
                                                                               Current Period
                                                                                  Interest
                                 Current                       Outstanding       on P&I and
                                   P&I         Outstanding      Servicing         Servicing
                   Loan Group    Advances      P&I Advances      Advances       Advances Paid
                   --------------------------------------------------------------------------

                       1             0.00             0.00             0.00              0.00
                       2             0.00             0.00             0.00              0.00
                   --------------------------------------------------------------------------
                     Totals          0.00             0.00             0.00              0.00
                   --------------------------------------------------------------------------



                                                                   Page 24 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------


                                                        MODIFIED LOAN DETAIL



------------------------------------------------------------------------------------------------------------------------------------
              Offering
  Loan        Document      Pre-Modification  Post-Modification  Pre-Modification  Post-Modification   Modification     Modification
 Number    Cross-Reference       Balance           Balance         Interest Rate     Interest Rate         Date         Description
------------------------------------------------------------------------------------------------------------------------------------













------------------------------------------------------------------------------------------------------------------------------------
  Totals
------------------------------------------------------------------------------------------------------------------------------------



                                                                   Page 25 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                  HISTORICAL LIQUIDATED LOAN DETAIL

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Net
                                                                                                      Net           Proceeds
                                   Beginning         Fees,        Most Recent     Gross Sales       Proceeds       Available
    Distribution                   Scheduled       Advances,       Appraised      Proceeds or     Received on         for
        Date          ODCR          Balance     and Expenses *   Value or BPO   Other Proceeds    Liquidation     Distribution
-------------------------------------------------------------------------------------------------------------------------------













-------------------------------------------------------------------------------------------------------------------------------
         Current Total
-------------------------------------------------------------------------------------------------------------------------------
        Cumulative Total
-------------------------------------------------------------------------------------------------------------------------------


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


                                Realized     Date of Current  Current Period   Cumulative      Loss to Loan
    Distribution                  Loss         Period Adj.      Adjustment     Adjustment        with Cum
        Date          ODCR      to Trust         to Trust        to Trust       to Trust      Adj. to Trust
--------------------------------------------------------------------------------------------------------------













--------------------------------------------------------------------------------------------------------------
         Current Total
--------------------------------------------------------------------------------------------------------------
        Cumulative Total
--------------------------------------------------------------------------------------------------------------

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).



                                                                   Page 26 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                          HISTORICAL BOND/COLLATERAL LOSS RECONCILIATION DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                                                                        Prior
                                                                      Realized
                   Offering         Beginning         Aggregate     Loss Applied       Amounts          Interest       Modification
  Distribution     Document          Balance        Realized Loss        to           Covered by      (Shortages)/      /Appraisal
      Date      Cross-Reference   at Liquidation      on Loans      Certificates    Credit Support      Excesses      Reduction Adj.
------------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------------
            Totals
------------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------
                                                                                   (Recoveries)/
                                                 Realized Loss                     Losses Applied
                   Offering       Additional       Applied to     Recoveries of          to
  Distribution     Document      (Recoveries)   Certificates to  Realized Losses    Certificate
      Date      Cross-Reference   /Expenses           Date         Paid as Cash       Interest
-----------------------------------------------------------------------------------------------------















-----------------------------------------------------------------------------------------------------
            Totals
-----------------------------------------------------------------------------------------------------



                                                                   Page 27 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                                  INTEREST SHORTFALL RECONCILIATION DETAIL - PART 1

------------------------------------------------------------------------------------------------------------------------------------
                        Stated
     Offering          Principal      Current Ending                 Special Servicing Fees
     Document         Balance at         Scheduled     --------------------------------------------------
 Cross-Reference     Contribution         Balance          Monthly        Liquidation      Work Out          ASER     (PPIS) Excess
------------------------------------------------------------------------------------------------------------------------------------













------------------------------------------------------------------------------------------------------------------------------------
      Totals
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------
                                                        Modified
                                                        Interest
     Offering       Non-Recoverable     Interest          Rate           Additional
     Document         (Scheduled           on          (Reduction)      Trust Fund
 Cross-Reference      Interest)         Advances         /Excess          Expense
------------------------------------------------------------------------------------













------------------------------------------------------------------------------------
      Totals
------------------------------------------------------------------------------------



                                                                   Page 28 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                          INTEREST SHORTFALL RECONCILIATION DETAIL - PART 2

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


                                                           Reimb of Advances to the
                                                                   Servicer
                       Stated                          ---------------------------------
    Offering          Principal       Current Ending                       Left to           Other
    Document         Balance at         Scheduled                         Reimburse      (Shortfalls)/
 Cross-Reference    Contribution         Balance        Current Month  Master Servicer      Refunds              Comments
-----------------------------------------------------------------------------------------------------------------------------------


















-----------------------------------------------------------------------------------------------------------------------------------
     Totals
-----------------------------------------------------------------------------------------------------------------------------------
     Interest Shortfall Reconciliation Detail Part 2 Total                0.00
-----------------------------------------------------------------------------------------------------------------------------------
     Interest Shortfall Reconciliation Detail Part 1 Total                0.00
-----------------------------------------------------------------------------------------------------------------------------------
     Total Interest Shortfall Allocated to Trust                          0.00
-----------------------------------------------------------------------------------------------------------------------------------



                                                                   Page 29 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------




                                        DEFEASED LOAN DETAIL

---------------------------------------------------------------------------------------------------
                        Offering        Ending
                        Document       Scheduled      Maturity                      Defeasance
    Loan Number      Cross-Reference    Balance         Date          Note Rate       Status
---------------------------------------------------------------------------------------------------









---------------------------------------------------------------------------------------------------
      Totals
---------------------------------------------------------------------------------------------------



                                                                   Page 30 of 31





------------
                                           MERRILL LYNCH MORTGAGE TRUST                   -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                      SERIES 2007-C1                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 09/14/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  08/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:           09/10/2007
----------------------------------------------------------------------------------------------------------------------------------


                                                       SUPPLEMENTAL REPORTING


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


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

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



                                                                   Page 31 of 31




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]






                                                               ANNEX E

                                            CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

DISTRIBUTION      PRINCIPAL      DISTRIBUTION      PRINCIPAL      DISTRIBUTION      PRINCIPAL      DISTRIBUTION      PRINCIPAL
    DATE           BALANCE           DATE           BALANCE           DATE           BALANCE           DATE           BALANCE
------------   ---------------   ------------   ---------------   ------------   ---------------   ------------   ---------------

09/12/2007     $ 91,341,000.00    02/12/2010    $ 91,341,000.00    07/12/2012    $ 91,340,023.99    12/12/2014    $ 48,360,104.74
10/12/2007     $ 91,341,000.00    03/12/2010    $ 91,341,000.00    08/12/2012    $ 90,088,897.04    01/12/2015    $ 46,844,193.66
11/12/2007     $ 91,341,000.00    04/12/2010    $ 91,341,000.00    09/12/2012    $ 88,813,548.49    02/12/2015    $ 45,320,468.66
12/12/2007     $ 91,341,000.00    05/12/2010    $ 91,341,000.00    10/12/2012    $ 87,345,923.42    03/12/2015    $ 43,234,995.34
01/12/2008     $ 91,341,000.00    06/12/2010    $ 91,341,000.00    11/12/2012    $ 86,056,419.23    04/12/2015    $ 41,692,656.57
02/12/2008     $ 91,341,000.00    07/12/2010    $ 91,341,000.00    12/12/2012    $ 84,575,018.68    05/12/2015    $ 39,958,333.06
03/12/2008     $ 91,341,000.00    08/12/2010    $ 91,341,000.00    01/12/2013    $ 83,271,214.40    06/12/2015    $ 38,399,100.44
04/12/2008     $ 91,341,000.00    09/12/2010    $ 91,341,000.00    02/12/2013    $ 81,960,683.39    07/12/2015    $ 36,648,337.04
05/12/2008     $ 91,341,000.00    10/12/2010    $ 91,341,000.00    03/12/2013    $ 80,089,679.87    08/12/2015    $ 35,072,038.33
06/12/2008     $ 91,341,000.00    11/12/2010    $ 91,341,000.00    04/12/2013    $ 78,762,720.83    09/12/2015    $ 33,487,618.73
07/12/2008     $ 91,341,000.00    12/12/2010    $ 91,341,000.00    05/12/2013    $ 77,244,871.86    10/12/2015    $ 31,730,132.79
08/12/2008     $ 91,341,000.00    01/12/2011    $ 91,341,000.00    06/12/2013    $ 75,903,230.42    11/12/2015    $ 30,145,261.34
09/12/2008     $ 91,341,000.00    02/12/2011    $ 91,341,000.00    07/12/2013    $ 74,371,093.37    12/12/2015    $ 28,371,105.76
10/12/2008     $ 91,341,000.00    03/12/2011    $ 91,341,000.00    08/12/2013    $ 73,007,260.18    01/12/2016    $ 26,768,929.84
11/12/2008     $ 91,341,000.00    04/12/2011    $ 91,341,000.00    09/12/2013    $ 71,636,390.42    02/12/2016    $ 25,158,501.56
12/12/2008     $ 91,341,000.00    05/12/2011    $ 91,341,000.00    10/12/2013    $ 70,074,158.39    03/12/2016    $ 23,179,173.18
01/12/2009     $ 91,341,000.00    06/12/2011    $ 91,341,000.00    11/12/2013    $ 68,688,151.04    04/12/2016    $ 21,550,248.04
02/12/2009     $ 91,341,000.00    07/12/2011    $ 91,341,000.00    12/12/2013    $ 67,111,188.02    05/12/2016    $ 19,733,222.77
03/12/2009     $ 91,341,000.00    08/12/2011    $ 91,341,000.00    01/12/2014    $ 65,709,888.61    06/12/2016    $ 18,086,544.36
04/12/2009     $ 91,341,000.00    09/12/2011    $ 91,341,000.00    02/12/2014    $ 64,301,358.85    07/12/2016    $ 16,252,247.62
05/12/2009     $ 91,341,000.00    10/12/2011    $ 91,341,000.00    03/12/2014    $ 62,336,311.85    08/12/2016    $ 14,604,891.20
06/12/2009     $ 91,341,000.00    11/12/2011    $ 91,341,000.00    04/12/2014    $ 60,910,362.48    09/12/2016    $ 12,949,052.62
07/12/2009     $ 91,341,000.00    12/12/2011    $ 91,341,000.00    05/12/2014    $ 59,294,530.80    10/12/2016    $ 11,107,366.70
08/12/2009     $ 91,341,000.00    01/12/2012    $ 91,341,000.00    06/12/2014    $ 57,840,960.13    11/12/2016    $  9,439,781.29
09/12/2009     $ 91,341,000.00    02/12/2012    $ 91,341,000.00    07/12/2014    $ 56,187,486.29    12/12/2016    $  7,596,298.83
10/12/2009     $ 91,341,000.00    03/12/2012    $ 91,341,000.00    08/12/2014    $ 54,712,054.69    01/12/2017    $  5,918,785.18
11/12/2009     $ 91,341,000.00    04/12/2012    $ 91,341,000.00    09/12/2014    $ 53,228,890.71    02/12/2016    $  2,214,364.26
12/12/2009     $ 91,341,000.00    05/12/2012    $ 91,341,000.00    10/12/2014    $ 51,552,151.35    03/12/2016    $        110.70
01/12/2010     $ 91,341,000.00    06/12/2012    $ 91,341,000.00    11/12/2014    $ 50,052,696.86    04/12/2016    $          0.00



                                       E-1



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]





                                     ANNEX F

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in limited circumstances, the globally offered Merrill Lynch
Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series
2007-C1, class A-1, class A-2, class A-3, 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.


                                       F-1



      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.

      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


                                       F-2



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.

      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;


                                       F-3



      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;

                  (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


                                       F-4



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-5




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


<


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.

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                                      -8-



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                                 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--


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          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


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     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 ‘‘MLMT 2007-C1.xls.’’ The spreadsheet file ‘‘MLMT 2007-C1.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 offering prospectus and on Annexes A-1, A-2 and B to this offering prospectus. Defined terms used, but not otherwise defined, in the spreadsheet file will have the respective meanings assigned to them in the glossary to this offering prospectus. All the information contained in the spreadsheet file is subject to the same limitations and qualifications contained in this offering prospectus. Prospective investors are strongly urged to read this offering prospectus 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 Incorporated.


    

$3,771,672,000

(Approximate)

Merrill Lynch Mortgage Trust 2007-C1

as Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2007-C1

Merrill Lynch Mortgage Investors, Inc.

as Depositor

Merrill Lynch Mortgage Lending, Inc.
General Electric Capital Corporation
LaSalle Bank National Association
Wells Fargo Bank, National Association

as Sponsors and Loan Sellers

OFFERING PROSPECTUS

Merrill Lynch & Co.

Morgan Stanley

Goldman, Sachs & Co.

July 16, 2007