Free Writing Prospectus

FREE WRITING PROSPECTUS
FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO.: 333-130390

The information in this free writing prospectus is not complete and may be amended prior to the time of sale. This free writing prospectus is not an offer to sell or the solicitation of an offer to purchase these securities, nor will there be any sale of these securities, in any jurisdiction where that offer, solicitation or sale is not permitted.

The CD 2007-CD5 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in, and represent obligations of, the issuing entity only. The trust’s assets will primarily be 161 fixed-rate mortgage loans secured by first liens on 258 commercial, multifamily and manufactured housing community properties. The CD 2007-CD5 Commercial Mortgage Pass-Through Certificates are not obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency.

Each class of certificates will receive distributions of interest, principal or both, four business days following the determination date in each month, commencing December 17, 2007. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.”

Certain characteristics of the certificates offered in this free writing prospectus include:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the certificates offered in this free writing prospectus involves risks. See “Risk Factors” beginning on page S-45 of this free writing prospectus and page 10 of the accompanying prospectus.

Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are co-lead managers and are acting as joint bookrunning managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 50.7% of each class of offered certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to 49.3% of each class of offered certificates. SunTrust Robinson Humphrey, Inc. and Credit Suisse Securities (USA) LLC are acting as co-managers of the offering. The underwriters will offer the certificates offered in this free writing prospectus in the amounts to be set forth in the prospectus supplement to the public in negotiated transactions at varying prices to be determined at the time of sale.

Deutsche Bank Securities Inc., Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and Credit Suisse Securities (USA) LLC are required to purchase the certificates offered in this free writing prospectus (in the amounts to be set forth in the prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. Deutsche Mortgage & Asset Receiving Corporation expects to receive from the sale of the certificates offered in this free writing prospectus approximately % of the initial aggregate certificate balance of the certificates offered in this free writing prospectus, plus accrued interest, before deducting expenses payable by it. The underwriters expect to deliver the certificates offered in the free writing prospectus to purchasers on or about November 29, 2007.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC File No. 333-130390) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission 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 after filing if you request it by calling toll free 1-800-503-4611 or by email to the following address: brian.trotta@db.com.

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

In addition, we have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the certificates offered in this free writing prospectus. This free writing prospectus and the accompanying prospectus form a part of that registration statement. However, this free writing prospectus and the accompanying prospectus do not contain all of the information contained in our registration statement. For further information regarding the documents referred to in this free writing prospectus and the accompanying prospectus, you should refer to our registration statement and the exhibits to it. Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its public reference room, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of these materials can also be obtained electronically through the SEC’s internet website (http://www.sec.gov). This free writing prospectus does not contain all information that is required to be included in a prospectus required to be filed as part of a registration statement. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

Because the asset-backed securities are being offered on a “when, as and if issued” basis, any such contract will terminate, by its terms, without any further obligation or liability between us, if the securities themselves, or the particular class to which the contract relates, are not issued. Because the asset-backed securities are subject to modification or revision, any such contract is also conditioned upon the understanding that no material change will occur with respect to the relevant class of securities prior to the closing date. If a material change does occur with respect to such class, our contract will terminate, by its terms, without any further obligation or liability between us (the “Automatic Termination”). If an Automatic Termination occurs, we will provide you with revised offering materials reflecting the material change and give you an opportunity to purchase such class. To indicate your interest in purchasing the class, you must communicate to us your desire to do so within such timeframe as may be designated in connection with your receipt of the revised offering materials.

The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the certificates, supersedes any conflicting information contained in any prior similar materials relating to the certificates. The information in this free writing prospectus may be amended or supplemented. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the certificates referred to in this free writing prospectus and to solicit an offer to purchase the certificates, when, as and if issued. Any such offer to purchase made by you will not constitute a contractual commitment by you to purchase or give rise to an obligation by the underwriters to sell any of the certificates until the underwriters have accepted your offer to purchase certificates; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

You are advised that the terms of the certificates, and the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of certificates may be split, combined or eliminated), at any time prior to the time sales to purchasers of the certificates will first be made. You are advised that certificates may not be issued that have the characteristics described in these materials. The underwriter’s obligation to sell such certificates to you is conditioned on the mortgage loans and certificates having the characteristics described in these materials. If for any reason the issuer does not deliver the certificates, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the certificates which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery.

This free writing prospectus is also referred to herein as this “prospectus supplement.” Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the certificates offered in this prospectus supplement and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption “Index of Defined Terms” beginning on page S-272 in this prospectus supplement. The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” beginning on page 127 in the prospectus.

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

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

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

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

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

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

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

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

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

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

The information contained in the footnotes to the chart below is applicable throughout this prospectus supplement, unless otherwise indicated.


	All Mortgage Loans			Loan Group 1			Loan Group 2
Number of Mortgage Loans		161			135			26
Number of Mortgaged Properties		258			231			27
Number of Balloon Mortgage Loans(1)		53			49			4
Number of Hyper-Amortizing Loans(1)		1			1			0
Number of Interest-Only Mortgage Loans(2)		33			26			7
Number of Interest-Only Hyper-Amortizing Loans(2)		2			2			0
Number of Partial Interest-Only Mortgage Loans(3)		70			55			15
Number of Partial Interest-Only Hyper-Amortizing Loans(3)		2			2			0
Aggregate Principal Balance	$	2,094,183,817		$	1,741,683,062		$	352,500,754
Range of Mortgage Loan Principal Balance
Minimum Mortgage Loan Balance	$	1,000,000		$	1,000,000		$	1,355,000
Maximum Mortgage Loan Balance	$	160,000,000		$	160,000,000		$	58,000,000
Average Mortgage Loan Principal Balance	$	13,007,353		$	12,901,356		$	13,557,721
Range of Mortgage Rates
Minimum Mortgage Rate		5.068	%		5.068	%		5.743	%
Maximum Mortgage Rate		7.160	%		7.160	%		6.910	%
Weighted Average Mortgage Rate		6.199	%		6.197	%		6.210	%
Range of Remaining Terms to Maturity
Minimum Remaining Terms(4)		52 months			52 months			52 months
Maximum Remaining Terms(4)		177 months			177 months			120 months
Weighted Average Remaining Terms to Maturity(4)		112 months			113 months			103 months
Range of Remaining Amortization Term
Minimum Remaining Amortization Terms(5)		180 months			180 months			300 months
Maximum Remaining Amortization Terms(5)		419 months			419 months			360 months
Weighted Average Remaining Amortization Term(5)		356 months			355 months			358 months
Range of Loan-to-Value Ratio
Minimum Loan-to-Value Ratio(6)(7)		31.7	%		31.7	%		48.4	%
Maximum Loan-to-Value Ratio(6)(7)		80.0	%		80.0	%		80.0	%
Weighted Average Loan-to-Value Ratio(6)(7)		68.0	%		68.0	%		67.9	%
Range of Debt Service Coverage Ratio
Minimum Debt Service Coverage Ratio(6)(7)		1.01x			1.01x			1.10x
Maximum Debt Service Coverage Ratio(6)(7)		2.77x			2.77x			1.83x
Weighted Average Debt Service Coverage Ratio(6)(7)		1.35x			1.36x			1.33x

(1)	Does not include interest-only mortgage loans or partial interest-only mortgage loans.

(2)

35 mortgage loans, representing 45.58% of the outstanding pool balance, 45.81% of the initial Loan Group 1 balance and 44.45% of the initial Loan Group 2 balance, in each case, as of the cut-off date, pay interest-only until the maturity date or anticipated repayment date, as applicable. Annual debt service, monthly debt service and the debt service coverage ratios are calculated using the average of the interest payments for the first twelve payment periods of the mortgage loan (but without regard to any leap-year adjustments).

(3)

The interest-only period for all of these mortgage loans ranges from 10 to 60 months following the cut-off date. Three mortgage loans representing 0.42% of the outstanding pool balance, and 0.51% of the Loan Group 1 balance as of the cut-off date, have two interest-only periods. See Footnote 14 to Annex A-1 in this prospectus supplement.

(4)	Calculated with respect to the anticipated repayment date for five mortgage loans, representing 8.11% of the outstanding pool balance and 9.75% of the Loan Group 1 balance as of the cut-off date.

(5)	Excludes 35 mortgage loans, each of which pays interest-only until its maturity date or anticipated repayment date, as applicable.

(6)

In the case of 7 mortgage loans representing 31.82% of the outstanding pool balance as of the cut-off date, each with one or more pari passu companion loans that are not included in the trust, the DSCR and LTV ratio for each mortgage loan has been calculated based on the mortgage loan included in the trust and any related pari passu companion loans, without regard to any related subordinate companion loan or additional subordinate indebtedness that may have been incurred by the related borrower.

E. Property Purpose

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


Property Type	No. of Mortgaged Properties	Aggregate Principal Balance of the Mortgage Loans(1)		% of Initial Pool Balance(1)		% of Initial Loan Group 1 Balance(1)		% of Initial Loan Group 2 Balance(1)
Office	42	$	753,398,673	35.98	%	43.26	%	0.00	%
Retail	54		349,622,379	16.69		20.07		0.00
Multifamily	24		299,000,754	14.28		0.00		84.82
Industrial	52		285,174,193	13.62		16.37		0.00
Hotel	69		175,723,586	8.39		10.09		0.00
Mixed Use(2)	11		133,483,535	6.37		7.66		0.00
Manufactured Housing	3		53,500,000	2.55		0.00		15.18
Other(3)	1		35,000,000	1.67		2.01		0.00
Land	1		5,030,696	0.24		0.29		0.00
Self Storage	1		4,250,000	0.20		0.24		0.00

Total	258	$	2,094,183,817	100.00	%	100.00	%	100.00	%



(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2) Includes any combination of office, industrial retail and multifamily properties.
(3) “Other” includes the Seattle Space Needle mortgaged property.

F. Property Locations

The tables below show the number of mortgaged properties, the aggregate principal balance of the related mortgage loans, and the percentage of initial pool balance, Loan Group 1 balance and Loan Group 2 balance, as applicable, secured by mortgaged properties that are located in the top five jurisdictions of (i) the initial pool balance, (ii) Loan Group 1 balance and (iii) Loan Group 2 balance, respectively, in each case, as of the cut-off date:


All Mortgaged Properties(1)

State/Location	No. of Mortgaged Properties	Aggregate Principal Balance of the Mortgage Loans		% of Initial Pool Balance
New York	15	$	293,895,072	14.03	%
District of Columbia	3		210,625,161	10.06
California	20		196,222,928	9.37
Massachusetts	6		178,536,527	8.53
Texas	23		120,760,662	5.77
Other(2)	191		1,094,143,466	52.25

Total	258	$	2,094,183,817	100.00	%


(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).

G. Amortization Types

The mortgage loans have the amortization characteristics set forth in the following table:


Type of Amortization	No. of Mortgage Loans	Aggregate Principal Balance of the Mortgage Loans		% of Initial Pool Balance		% of Initial Loan Group 1 Balance		% of Initial Loan Group 2 Balance
Interest Only	33	$	794,972,988	37.96	%	36.65	%	44.45	%
Partial Interest Only Balloon(1)	70		701,125,000	33.48		29.93		51.03
Balloon(2)	53		428,308,829	20.45		23.68		4.52
Interest Only ARD Loans	2		159,650,000	7.62		9.17		0.00
ARD Loans(2)	1		5,977,000	0.29		0.34		0.00
Partial Interest Only ARD Loans(1)	2		4,150,000	0.20		0.24		0.00

Total	161	$	2,094,183,817	100.00	%	100.00	%	100.00	%

(1) Includes mortgage loans that pay interest-only for the first 10 to 60 scheduled payments from the cut-off date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the mortgage loan. Three mortgage loans, representing 0.42% of the outstanding pool balance and 0.51% of the Loan Group 1 balance as of the cut-off date have two interest-only periods. Such mortgage loans therefore have an expected balloon balance at the maturity date. (2) Does not include mortgage loans that are interest-only for the loan term or partial interest-only mortgage loans.

H. Voluntary Prepayment Provisions; Defeasance Loans

The mortgage loans have the following prepayment or defeasance characteristics:


Defeasance and Prepayment

	# of Mortgage Loans	Aggregate Principal Balance of the Mortgage Loans		% of Initial Pool Balance
Defeasance(1)	123	$	1,457,782,221	69.61	%
Yield Maintenance(2)	35		373,961,451	17.86
Other(3)	3		262,440,145	12.53

Total	161	$	2,094,183,817	100.00	%

(1) All of the mortgage loans that permit defeasance prohibit defeasance until at least two years after the closing date. Excluded from this category on the chart above are any mortgage loans included in “other” on this chart. • One of the defeasance mortgage loans identified as 550-552 West 21st Street on Annex A-1 to this prospectus supplement, representing 0.21% of the outstanding pool balance and 0.26% of the Loan Group 1 balance as of the cut-off date, permits the borrower to prepay the mortgage loan in whole with the greater of yield maintenance or 5% on a date that is prior to the second anniversary of the securitization closing date in the event the loan sponsor and his wife both die prior to that date. Otherwise, only defeasance is permitted. (2) This category includes any mortgage loan that permits the related borrower to prepay all or a portion of the related mortgage loan with a yield maintenance charge or prepayment premium (which amount is at least 1% of the prepaid amount). Excluded from this category on the chart are any mortgage loans included in “other” on this chart.


Lock-Out Period for Yield Maintenance Loans(1) Each of the mortgage loans listed in the table below permit prepayment with a yield maintenance charge or prepayment premium (which amount is at least 1% of the prepaid amount), following a lock-out period as indicated:
Mortgage Loan	Cut-off Date Principal Balance		% of Initial Pool Balance		Lock-Out Period (months from Cut-off Date)
Georgian Towers	$	58,000,000	2.77	%	15
1150 18th Street, NW	$	46,980,000	2.24	%	24
Seattle Space Needle	$	35,000,000	1.67	%	24
Spanish Ranch MHP	$	28,000,000	1.34	%	24
Plantation Apartments	$	17,800,000	0.85	%	21
Oklahoma Central Park	$	17,300,000	0.83	%	24
Hampton Inn—Nashville	$	16,500,000	0.79	%	24
TN Office Portfolio—BGK	$	12,300,000	0.59	%	24
Merrimac Plaza	$	12,250,000	0.58	%	24
Inverness Business Center North	$	12,000,000	0.57	%	16
Foothills Commerce Center Buildings C, D & E	$	11,191,668	0.53	%	35
Mammoth Professional Building	$	8,700,000	0.42	%	24
Sable Chase at Sherwood	$	8,000,000	0.38	%	24
Quioccasin Center Station	$	6,950,000	0.33	%	60
Bala Apartments	$	6,800,000	0.32	%	24
12621 Featherwood	$	6,500,000	0.31	%	24
Mammoth Encinitas West	$	5,500,000	0.26	%	24
Airport Atrium Center	$	5,400,000	0.26	%	24
Exton Office	$	5,400,000	0.26	%	20
Northdale Plaza	$	5,400,000	0.26	%	0
Burgard Industrial Park	$	5,271,204	0.25	%	24
Jefferson Industrial Complex	$	5,126,337	0.24	%	0
The Metcalf Plaza / Target Center Shopping Centers	$	4,620,000	0.22	%	0
Padre Commons Plaza	$	3,810,000	0.18	%	60
Bridgeport Apartments	$	3,600,000	0.17	%	24
Lost Creek Village	$	3,200,000	0.15	%	0
Georgia Center For Total Cancer Care	$	3,192,247	0.15	%	57
Town Fair Shopping Center	$	3,150,000	0.15	%	0
Stapleton Square	$	2,974,995	0.14	%	47
Bluebonnet Crossing	$	2,950,000	0.14	%	24
Shoppes of Crabapple	$	2,660,000	0.13	%	11
EZ Storage Headquarters	$	2,425,000	0.12	%	24
Cordes Professional Building	$	1,735,000	0.08	%	34
Ashford Plaza Retail Center	$	1,700,000	0.08	%	58
Grogan’s Forest Retail Center	$	1,575,000	0.08	%	58
(1) Certain mortgage loans not included in the chart above permit some combination of defeasance and/or prepayment with a yield maintenance charge or prepayment premium or yield maintenance then defeasance. See footnote (3) under the “Defeasance and Prepayment” chart above.

The mortgage loans generally provide for a period prior to maturity (generally 1 to 6 months, but longer in certain cases) during which prepayments may be made without penalty or yield maintenance charge.

Except as described in the next sentence, all of the mortgage loans that permit voluntary prepayment or defeasance require that the prepayment or defeasance be made on the due date or, if on a different date, that any prepayment or defeasance be accompanied by the interest that would be due on the next due date.

I. Mortgage Loans with Related Borrowers

Several mortgage loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 7.88%, 2.58% and 2.36%, respectively, of the outstanding pool balance as of the cut-off date.

J. Significant Loans

Ten Largest Mortgage Loans(1)


Property Name	Aggregate Cut-off Date Balance		% of Initial Pool Balance		Mortgage Rate		Stated Remaining Term (mos)	DSCR(2)	LTV(2)		LTV at Maturity(2)
Lincoln Square(3)	$	160,000,000	7.64	%	6.015	%	116	1.30x	61.6	%	61.6	%
USFS Industrial Distribution Portfolio(3)		157,463,751	7.52		6.383	%	117	1.60x	75.0	%	75.0	%
Charles River Plaza North(3)		145,000,000	6.92		5.606	%	116	1.33x	73.0	%	73.0	%
85 Tenth Avenue(3)		76,000,000	3.63		5.616	%	115	1.28x	60.7	%	60.7	%
130 Prince Street		70,000,000	3.34		6.255	%	56	1.20x	62.5	%	62.5	%
Georgian Towers(3)		58,000,000	2.77		6.140	%	52	1.83x	55.1	%	55.1	%
1150 18th Street, NW		46,980,000	2.24		7.000	%	118	1.03x	68.4	%	64.6	%
Quality King		40,250,000	1.92		7.160	%	120	1.23x	65.9	%	57.7	%
2 Journal Square		39,894,331	1.91		6.040	%	117	1.98x	49.9	%	42.5	%
Seattle Space Needle(3)		35,000,000	1.67		5.695	%	114	2.39x	43.4	%	40.5	%

Total/Wtd. Avg.	$	828,588,082	39.57	%				1.45x	64.9	%	63.8	%

(1)	For additional information regarding the ten largest mortgage loans, including specific information regarding calculations of DSCR and LTV, see “Annex B—Description of Top Ten Mortgage Loans.”

(2)	For information regarding the calculations of DSCR, LTV and LTV at Maturity, see “Description of the Mortgage Pool—Additional Loan Information—Definitions” in this prospectus supplement.

(3)

In the case of six mortgage loans representing 30.15% of the outstanding pool balance, 32.93% of the Loan Group 1 balance and 16.45% of the Loan Group 2 balance as of the cut-off date, each with one or more pari passu companion loans that are not included in the trust, DSCR and LTV ratio have been calculated based on the mortgage loans included in the trust and the mortgage loans that are not included in the trust but are pari passu in right of payment with the mortgage loans included in the trust without regard to any related subordinated companion loans or additional subordinate indebtedness that may be incurred by the related borrower.

With respect to each of the above mortgage loans, additional information is set forth on Annex B hereto.

Advances

A. General

The applicable master servicer is required to advance delinquent monthly mortgage loan payments if that master servicer determines that the advance will be recoverable from proceeds of the related mortgage loan. A principal and interest advance will generally equal the delinquent portion of the monthly mortgage loan payment. The master servicers will not be required to advance interest in excess of a mortgage loan’s regular interest rate (i.e., not including any default rate or any excess interest accruing on an anticipated repayment date loan). The master servicers are also not required to advance, among other things, prepayment premiums or yield maintenance charges, or balloon payments. If an advance is

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

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

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

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

Payments under the mortgage loans are not insured, and are either not guaranteed or should not be considered to be guaranteed, by any person or entity.

Substantially all of the mortgage loans are or should be considered to be nonrecourse loans. If a default occurs, the lender’s remedies generally are limited to foreclosing against the borrower and/or the specific mortgaged properties and other assets that have been pledged to secure the mortgage loan, subject, in many but not all cases, to customary and/or other nonrecourse carveouts either to the borrower or its sponsor specified in the related mortgage loan documents. Even if a mortgage loan is recourse to the borrower or a sponsor (or if a nonrecourse carveout to the borrower or a sponsor applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property. Payment of amounts due under the mortgage loan prior to the maturity date is consequently dependent primarily on the sufficiency of the net operating income of the mortgaged property, and in the case of sponsors for which any recovery may be available, there is no assurance of any such recovery from sponsors or that any sponsor’s assets would be sufficient to pay any otherwise recoverable claim. Payment of the mortgage loan at the maturity date or the anticipated repayment date, as applicable, is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.

All of the mortgage loans were originated within 13 months prior to the cut-off date. Consequently, the mortgage loans generally do not have a long-standing payment history.

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

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

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

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

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

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

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

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

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. Converting commercial properties to alternate uses generally requires substantial capital expenditures. For example, one mortgage loan, representing 1.67% of the outstanding pool balance and 2.01% of the Loan Group 1 balance as of the cut-off date, is secured by the Seattle Space Needle property, a unique property which may not be convertible into other uses. For a discussion of the special risks related to such property, see “—Other Property Types Have Special Risks” below. Also, two mortgage loans, collectively representing 0.24% of the outstanding pool balance and 0.29% of the Loan Group 1 balance as of the cut-off date, are secured by children’s day care facilities, and may not be easily converted to other uses due to the unique construction

requirements of the related tenants. For other examples of property types that may not be easily convertible to other uses, see “—Industrial Properties Have Special Risks” and “—Manufactured Housing Community Properties Have Special Risks” below. In addition, zoning restrictions, condominium documents for mortgage loans secured by condominium units, covenants or agreements to which the related mortgaged properties or the owners thereof are subject including, in some cases, affordable housing covenants or other restrictions also may prevent alternative uses. The liquidation value of any such mortgaged property consequently may be substantially less than would be the case if the property were readily adaptable to other uses.

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

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

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

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

In the case of 65 mortgaged properties securing mortgage loans collectively representing 21.91% of the outstanding pool balance and 26.35% of the Loan Group 1 balance as of the cut-off date, each related mortgaged property is 100% leased to a single tenant (and, in the case of the mortgage loan identified as USFS Industrial Distribution Portfolio on Annex A-1 to this prospectus supplement, such lease is to an affiliate of the related borrower, and in the case of the mortgage loan identified as Quality King on Annex A-1 to this prospectus supplement, such lease is to an affiliate of the borrower that has subleased 98.7% of the related mortgaged property to its affiliates). In the case of 15 mortgage loans, collectively representing 16.66% of the outstanding pool balance and 20.03% of the initial Loan Group 1 balance as of the cut-off date, each related mortgaged property is leased to one or more significant tenants, each occupying a net rentable area of 50% or more of the related mortgaged property (excluding single tenants noted above). Certain single tenants or significant tenants have lease expiration dates or early termination options that are prior to the related loan maturity date. For a list of each mortgaged property leased to a single tenant or a significant tenant, along with the related loan maturity date and lease expiration dates, see Annex A-1.

The underwriting of single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease at the related mortgaged property. In addition, the loan underwriting for certain single-tenant mortgage loans took into

account the creditworthiness of the tenants or lease guarantors under the applicable leases. Similar analysis may impact the underwriting of mortgage loans with significant tenants. Accordingly, such single-tenant or significant-tenant mortgage loans may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans. However, there can be no assurance that the assumptions made when underwriting such loans will be correct, that the related tenant will re-let the premises or that such tenant will maintain its creditworthiness. See Annex A-1 for lease expiration dates (for the three largest tenants at each mortgaged property) and loan maturity dates. In addition, certain single tenants, or significant tenants, may have specific termination rights under their leases that may be exercised prior to the related loan maturity date under certain circumstances, such as the failure to timely complete tenant buildouts or early termination upon notice. Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have the right to cancel their leases at any time for lack of appropriations or for other reasons. There can be no assurance that if a tenant exercises an early termination option prior to the loan maturity date that the related borrower will have adequate cash flow available to satisfy debt service payments. Also, certain single tenants may be affiliated with the related borrower. See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below.

Mortgaged properties also may be adversely affected if there is a concentration of a particular tenant or type of tenant among the mortgaged properties or of tenants in a particular business or industry. In these cases, a problem with a particular tenant could have a disproportionately large impact on the pool of mortgage loans and adversely affect distributions to certificateholders. Similarly, an issue with respect to a particular industry could also have a disproportionately large impact on the pool of mortgage loans. For additional information regarding significant tenants, see Annex A-1 in this prospectus supplement.

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

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

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. Certain mortgaged properties or portions thereof are leased to affiliates of the borrower under arrangements whereby the affiliate tenant (or affiliated subtenant) operates and/or leases the mortgaged property or the leased premises. For example, (i) with respect to the mortgage loan identified as USFS Industrial Distribution Portfolio on Annex A-1 to this prospectus supplement, representing 7.52% of the outstanding pool balance and 9.04% of the Loan Group 1 balance as of the cut-off date, all the related mortgaged properties are leased to an affiliate of the related borrower and (ii) in the case of the mortgage loan identified as Quality King on Annex A-1 to this prospectus supplement, representing approximately 1.92% of the outstanding pool balance and 2.31% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property is 100% leased to an affiliate of the related borrower, which lessee has subleased 98.7% of the related mortgaged property to its affiliates. Such lease arrangements present additional risks, such as the potential limitations on the ability of a lender upon default to obtain a receiver to obtain control of, and collect the underlying revenues from, the mortgaged property unless and until the master lease is terminated and the affiliate tenant evicted from the mortgaged property or master leased premises (which may not be possible if the master lease is not in default or may be limited by an affiliate tenant bankruptcy or by requirements of local laws pertaining to the dispossession of defaulted tenants under the leases) and the risk that a master lease termination may result in a termination or interruption of rent payments under the underlying subleases between the subtenants and the affiliated master tenant. In addition, in certain cases, the related mortgage loan seller required the related loan sponsor or other affiliate of the borrower to lease a portion of the mortgaged property in order to

increase underwritten occupancy and/or underwritten net cash flow above that which would otherwise exist, notwithstanding the fact that the portion of the related mortgaged property subject to this lease is not occupied (by such affiliate or any non-affiliate). For a list of such master leases and the unadjusted underwritten DSCR (assuming no such master lease is in place), see Footnote 24 to Annex A-1 to this prospectus supplement. These master leases do not provide, or should not be construed to provide any economic support for the mortgage loan and there can be no assurance that the space “leased” by the affiliate will eventually be occupied by third party tenants. In some cases, the term of the master lease expires prior to the maturity of the related mortgage loan and/or the related mortgaged property’s satisfaction of a specified debt service coverage threshold or other financial criteria, whether or not the space subject to the master lease has been relet to a third-party tenant. These risks may be mitigated when mortgaged properties are leased to unrelated third party tenants.

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance. In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed. The ten largest mortgage loans or groups of cross-collateralized mortgage loans represent approximately 39.57% of the outstanding pool balance and approximately 44.24% of the Loan Group 1 balance and 16.45% of the Loan Group 2 balance as of the cut-off date. Losses on any of these loans may have a particularly adverse effect on the certificates offered in this prospectus supplement.

The ten largest loans or groupings of cross-collateralized loans are described in Annex B to this prospectus supplement.

Each of the other mortgage loans or crossed groups of mortgage loans represents no more than 1.67% of the outstanding pool balance as of the cut-off date.

Several groups of mortgage loans are made to the same borrower or have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 7.88%, 2.58% and 2.36%, respectively, of the outstanding pool balance as of the cut-off date. A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks. For instance, if a borrower that owns several mortgaged properties experiences financial difficulty at one mortgaged property, or another income-producing property that it owns, it could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting monthly payments for an indefinite period on all of the related mortgage loans. See Annex A-1 for Mortgage Loans with related borrowers.

As of the cut-off date, the mortgaged properties are located in 38 states and the District of Columbia. Fifteen mortgaged properties, securing mortgage loans representing 14.03% of the outstanding pool balance as of the cut-off date are located in New York. Three mortgaged properties, securing mortgage loans representing 10.06% of the outstanding pool balance as of the cut-off date, are located in the District of Columbia. Twenty mortgaged properties, securing mortgage loans representing 9.37% of the outstanding pool balance as of the cut-off date, are located in California. Six mortgaged properties, securing mortgage loans representing 8.53% of the outstanding pool balance as of the cut-off date are located in Massachusetts. Twenty-three mortgaged properties, securing mortgage loans representing 5.77% of the outstanding pool balance as of the cut-off date are located in Texas. See the table entitled “Geographic Concentration of Mortgage Loans” under “Description of the Mortgage Pool” in this prospectus supplement. Except as set forth in this paragraph, no state contains more than 5.15% of the mortgaged properties (based on the principal balance as of the cut-off date of the related mortgage loans or, in the case of mortgage loans secured by multiple mortgaged properties, on the portion of principal amount of the related mortgage loan allocated to such mortgaged property).

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

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

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

There are 42 office properties securing approximately 35.98% of the outstanding pool balance and 43.26% of the Loan Group 1 balance as of the cut-off date.

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

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

There are 54 retail properties, securing approximately 16.69% of the outstanding pool balance and 20.07% of the Loan Group 1 balance as of the cut-off date. Of these, 31 mortgaged properties, representing security for 12.80% of the outstanding pool balance and 15.39% of the Loan Group 1 balance as of the cut-off date, are considered by the applicable mortgage loan seller to be anchored or shadow anchored properties. Twenty-three mortgaged properties, representing security for 3.90% of the outstanding pool balance and 4.68% of the Loan Group 1 balance as of the cut-off date, are considered by the applicable mortgage loan seller to be unanchored mortgaged properties. The quality and success of a retail property’s tenants significantly affect the property’s value. For example, if the sales of retail tenants were to decline, rents tied to a percentage of gross sales may decline and those tenants may be unable to pay their rent or other occupancy costs. Certain tenants at various mortgaged properties may have rents tied to a percentage of gross sales.

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

If an anchor store in a mortgaged property or a shadow anchor near a mortgaged property were to close, the related borrower may be unable to replace that anchor (or, in the case of a shadow anchor, the related borrower may have no control over whether the shadow anchor may be replaced) or may have no right or ability to replace such anchor (note in this respect that many anchor leases do not require the tenant to open or remain open for business and it may not be possible to replace an anchor that has ceased operating if such anchor’s lease remains in effect) in a timely manner or may suffer adverse economic consequences. Furthermore, certain stores located in anchored, shadow-anchored, or other retail properties may have co-tenancy clauses in their leases or operating agreements which permit those stores (in some cases, the anchors) to cease operating, terminate their leases or reduce rent if certain other stores are not operated at or near the retail properties or if those tenants fail to meet certain business objectives. The breach of various other covenants in store leases or operating agreements also may permit those stores to cease operating, terminate their leases or reduce rent. Certain tenants at various mortgaged properties are closed for business or otherwise not in occupancy and/or have co-tenancy clauses or other termination provisions in their leases. These and other similar situations could adversely affect the performance of the related mortgage loan and adversely affect distributions to certificateholders.

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

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

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

In addition, certain of the mortgaged properties have significant restaurant tenants. Other mortgaged properties may also include restaurants as tenants. Restaurants are subject to certain unique risks including that restaurant space is not easily convertible to other types of retail space and that restaurant receipts are not only affected by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of a restaurant, food safety concerns related to personal health or the handling of food items at the restaurant or by food suppliers and the actions/behaviors of staff and management and their treatment of the customers.

There are 24 multifamily properties securing approximately 14.28% of the outstanding pool balance and 84.82% of the Loan Group 2 balance as of the cut-off date.

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

Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the basis on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities, including those in which certain of the mortgaged properties are located, impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. In many cases, the rent control laws do not permit vacancy decontrol. Local authorities may not be able to impose rent control because it is pre-empted by state law in certain states, and rent control is not imposed at the state level in those states. In some states, however, local rent control ordinances are not pre-empted for tenants having short-term or month-to-month leases, and properties there may be subject to various forms of rent control with respect to those tenants. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured by mortgaged properties that are currently eligible (or may become eligible in the future) for and have received low-income housing tax credits pursuant to Section 42 of the Internal Revenue Code in respect of various units within the mortgaged property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the United States Department of Housing and Urban Development. In addition, certain of the mortgage loans may be secured now or in the future by mortgaged properties that are subject to certain affordable housing covenants, in respect of various or all of the units within the mortgaged properties. Such programs and covenants may limit rents and rent increases, or require that certain units within the mortgaged properties be leased to certain qualified tenants, which may impair the related borrower’s ability to repay its multifamily/mortgage loan from its net operating income or the proceeds of a sale or renovation of the related multifamily property. In the case of Section 8 and other programs involving rent subsidies and other assistance, there is no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related mortgage loan.

There are 52 industrial properties securing approximately 13.62% of the outstanding pool balance and 16.37% of the Loan Group 1 balance as of the cut-off date. Significant factors determining the value of industrial properties are:

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

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

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are generally desirable to an industrial property include high, clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, minimum large truck turning radii and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

In addition, one mortgage loan, representing 0.20% of the outstanding pool balance and 0.24% of the Loan Group 1 balance as of the cut-off date, is secured by a self-storage property. Self-storage properties have risks that are similar (but not identical) to industrial properties. Furthermore, the self-storage facilities market contains low barriers to entry, and due to the short-term nature of self-storage leases, self-storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.

Because of the type of construction utilized in connection with certain industrial and self-storage facilities, it might be difficult or costly to convert such facilities to alternative uses.

In the case of the mortgage loan identified as USFS Industrial Distribution Portfolio on Annex A-1 to this prospectus supplement, representing 7.52% of the outstanding pool balance and 9.04% of the Loan Group 1 balance as of the cut-off date, the mortgaged properties consist of industrial properties utilized as food storage and distribution centers, each leased to a single tenant, U.S. Foodservice, Inc. Significant factors determining the value of such food storage and distribution centers are the quality of the tenant, building design and location of the property. Since transportation costs are generally greater than warehousing costs, location is a major factor. A food storage and distribution center requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

Food storage and distribution centers may be adversely affected by reduced demand for food storage space occasioned by a decline in a particular industry segment, and a particular facility that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Warehousing sales can be seasonal, depending on the timing and availability of crops grown for frozen food production and the seasonal build-up of certain products for holiday consumption, and this seasonality can be expected to cause periodic fluctuations in a cold storage facility’s revenues and operating expenses.

There are 69 hotel properties securing approximately 8.39% of the outstanding pool balance as of the cut-off date (or approximately 10.09% of the Loan Group 1 balance as of the cut-off date). Two of such hotel properties are considered full service, securing approximately 2.72% of the outstanding pool balance as of the cut-off date and approximately 3.27% of the Loan Group 1 balance. Sixty-seven of such hotel properties, securing approximately 5.67% of the outstanding pool balance as of the cut-off date and approximately 6.82% of the Loan Group 1 balance are considered limited service.

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

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

Moreover, the hotel and lodging industry is generally seasonal in nature and different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hotel property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. There can be no assurance that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

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

The hotel properties (other than the hotel properties securing the mortgage loans identified as Great Escape Lodge, Hotel deLuxe and County Inn—Mountainview, CA on Annex A-1 to this prospectus supplement) are affiliated with a hotel management company through management agreements or with a hotel chain or brand through a franchise agreement or similar agreement. Some of the hotel properties may have franchise agreements or management agreements that expire before the related loan maturity date. A hotel property subject to a management or franchise agreement is typically required by the hotel chain to satisfy certain criteria or risk termination of its affiliation.

The performance of a hotel property affiliated with a franchise or hotel management company depends in part on:

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

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

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

Three of the mortgaged properties, securing approximately 2.55% of the outstanding pool balance and 15.18% of the Loan Group 2 balance as of the cut-off date, are manufactured housing community properties. Loans secured by liens on manufactured housing community properties pose risks not associated with loans secured by liens on other types of income-producing real estate.

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

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

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

There is one mortgage loan, identified as Seattle Space Needle on Annex A-1 to this prospectus supplement, which is secured by the Seattle Space Needle property, representing 1.67% of the outstanding pool balance and 2.01% of the Loan Group 1 balance as of the cut-off date. The Seattle Space Needle property is not classified as office, retail, multifamily, hotel or industrial property, and this mortgaged property may have additional risks not discussed above. The Seattle Space Needle is an iconic tourist attraction and includes interior and exterior observation deck areas, a gift shop, a rotating restaurant and catering and meeting facilities, all of which contribute materially to the revenue generated by the mortgaged property. Significant factors affecting the economic performance and/or value of the Seattle Space Needle include:

These factors could adversely affect the related borrower’s ability to make payments on the related mortgage loan and/or the proceeds of any liquidation of the Seattle Space Needle following any foreclosure or similar proceeding. In addition, other factors affecting commercial properties generally may also affect the economic performance and/or value of the Seattle Space Needle. Investors are cautioned that, because the Seattle Space Needle’s revenue is derived largely from tourist attendance, any adverse changes in tourism in the Seattle area would likely have a material adverse effect on the operations, cash flow and value of the Seattle Space Needle.

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

Certain of the mortgaged properties are currently undergoing, or are expected to undergo in the future, construction, redevelopment, renovation or repairs. Examples from the ten largest mortgage loans are as follows:

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

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

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

The following mortgage loans, collectively representing 9.74% of the outstanding pool balance and 11.71% the Loan Group 1 balance as of the cut-off date, are secured or may be secured, in whole or in part, by the related borrower’s fee simple ownership interest in one or more condominium units:

The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium. In some cases, the related borrower’s condominium interests may not constitute a majority and thus the borrower may not be able to control decisions of the board, or significant board decisions require a unanimous or supermajority approval rather than a simple majority control. The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds. In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a lender takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit.

With respect to the mortgage loan identified as 2 Journal Square on Annex A-1 to this prospectus supplement, representing 1.91% of the outstanding pool balance and 2.29% of the Loan Group 1 balance as of the cut-off date, the related borrower is permitted to convert the mortgaged property to a condominium structure and, subject to the satisfaction of certain conditions, cause the partial release of one of the units from the lien of the mortgage. With respect to the mortgage loan identified as 673 Brannan Street on Annex A-1 to this prospectus supplement, representing 0.74% of the outstanding pool balance and 4.40% of the Loan Group 2 balance as of the cut-off date, the borrower is permitted to take action towards the conversion of the property to a condominium form of ownership. However, the related borrower is prohibited from selling any individual condominium units while the mortgage loan is outstanding. With respect to the mortgage loan identified as 126 Chestnut Street on Annex A-1 to this prospectus supplement, representing 0.16% of the outstanding pool balance and 0.19% of the Loan Group 1 balance as of the cut-off date, the borrower is permitted to convert the mortgaged property to a condominium structure and, subject to the satisfaction of certain conditions, obtain the release of individual condominium units in connection with a partial defeasance for a release price equal to 125% of the allocated loan amount specified for such unit.

Certain condominium declarations and/or local laws provide for the withdrawal of a property from a condominium structure under certain circumstances. For example, with respect to the mortgage loan identified as Royale Retail Condominium on Annex A-1 to this prospectus supplement, representing 1.62% of the outstanding pool balance and 1.94% of the Loan Group 1 balance as of the cut-off date, the condominium declaration, which governs the related borrower’s two commercial units together with the 205 residential units, provides for the withdrawal of the property from a condominium structure by vote of 80% of the unit owners (based on common interest and number of units). The New York Condominium Act requires a similar 80% threshold. The borrower’s

interest in the condominium is approximately 16.5% and the residential condominium owners collectively have an approximately 83.5% interest. Although the condominium declaration provides that the “mortgagee representatives” must consent to such withdrawal, the condominium by-laws provide that only three “mortgagee representatives” may be appointed by the lenders holding a majority of the principal debt on the building. There can be no assurance that the servicer or special servicer will have the right to appoint a “mortgagee representative.” If the condominium is terminated, the building will be subject to an action for partition by any unit owner or lienor as if owned in common. This could cause an early and unanticipated prepayment of the mortgage loan. Additionally, there can be no assurance the proceeds from partition will be sufficient to satisfy borrower’s obligations under the mortgage loan.

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

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

Repayment of the mortgage loans secured by retail, office and industrial properties will be affected by the expiration or early termination of leases and the ability of the respective borrowers to renew the leases or relet the space on comparable terms. In this regard, the three largest tenants and their respective lease expiration dates for retail, office and industrial properties are set forth on Annex A-1 to this prospectus supplement; however, Annex A-1 does not identify early termination options that tenants may have under their leases. Certain of the 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. Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have the right to cancel their leases at any time for lack of appropriations or other reasons. Additionally, mortgage loans may have concentrations of leases expiring or providing for early termination options at varying rates in varying percentages prior to the related maturity date and in some situations, all of the leases at a mortgaged property may expire or be terminated prior to the related maturity date.

Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the mortgaged properties. Moreover, if a tenant defaults on its obligations to a borrower, the borrower may incur substantial costs and experience significant delays associated with enforcing its rights and protecting its investment, including costs incurred in renovating and reletting the mortgaged property.

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

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

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

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

The borrowers under certain mortgage loans have given to one or more tenants or another person (or the related mortgaged property may be subject to) a right of first refusal in the event a sale is contemplated, a right of first refusal to purchase a leasehold interest in the premises in the event that the sale of the Borrower’s leasehold interest is contemplated or an option to purchase all or a portion of the related mortgaged property. These rights, which may not be subordinated to the related mortgage, may impede the lender’s ability to sell the related mortgaged property at foreclosure or after acquiring the mortgaged property pursuant to foreclosure, or adversely affect the value and/or marketability of the related mortgaged 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.

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

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

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

Various environmental laws may make a current or previous owner or operator of real property liable for the costs of removal, remediation or containment of hazardous or toxic substances on, under, in, or emanating from that property. Those laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic substances. For example, certain laws impose liability for release of asbestos-containing materials into the air or require the removal or containment of the asbestos-containing materials; polychlorinated biphenyls in hydraulic or electrical equipment are regulated as hazardous or toxic substances; and the United States Environmental Protection Agency has identified health risks associated with elevated radon gas levels in buildings. In some states, contamination of a property may give rise to a lien on the property for payment of the costs of addressing the condition. This lien may have priority over the lien of a pre-existing mortgage. Additionally, third parties may seek recovery from owners or operators of real properties for personal injury or property damages associated with exposure to hazardous or toxic substances related to the properties.

Federal law requires owners of certain residential housing constructed prior to 1978 to disclose to potential residents or purchasers any condition on the property that causes exposure to lead-based paint. Contracts for the purchase and sale of an interest in residential housing constructed prior to 1978 must contain a “Lead Warning Statement” that informs the purchaser of the potential hazards to pregnant women and young children associated with exposure to lead-based paint. The ingestion of lead-based paint chips and/or the inhalation of dust particles from lead-based paint by children can cause permanent injury, even at low levels of exposure. Property owners may be held liable for injuries to their tenants resulting from exposure to lead-based paint under common law and various state and local laws and regulations that impose affirmative obligations on property owners of residential housing containing lead-based paint.

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

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

For information regarding environmental site assessments at the mortgaged properties, see “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” below.

Potential Trust Liability Related to a Materially Adverse Environmental Condition

The mortgage loan sellers have represented to the Depositor that all of the mortgaged properties, within the 18 months preceding the cut-off date, have had (i) an environmental site assessment or (ii) an update of a previously conducted assessment based upon information in an established database or study. See “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” in this prospectus supplement. There can be no assurance that any such assessment, study or review revealed all possible environmental hazards or that all environmental matters that were revealed were or will be remediated or otherwise adequately addressed. Each mortgage loan seller has informed the Depositor that to its actual knowledge, without inquiry beyond the environmental assessment (or update of a previously conducted assessment) or questionnaire completed by the borrower and submitted to the mortgage loan seller in connection with obtaining an environmental insurance policy in lieu of an environmental assessment, there are no significant or material circumstances or conditions with respect to the mortgaged property not revealed in the environmental assessment (or update of a previously conducted assessment) or the borrower’s environmental questionnaire. The

environmental assessments relating to certain of the mortgage loans revealed the existence of friable or non-friable asbestos-containing materials, lead-based paint, radon gas, leaking underground storage tanks, dry cleaning operations, polychlorinated biphenyl contamination, soil and/or ground water contamination from onsite and/or off-site sources or other material environmental conditions.

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

The pooling and servicing agreement requires that the special servicer obtain an environmental site assessment of a mortgaged property prior to acquiring title thereto on behalf of the trust or assuming its operation. Such requirement may effectively preclude realization of the security for the related note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust will become liable under any environmental law. However, there can be no assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust from potential liability under environmental laws. See “The Pooling and Servicing Agreement—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Environmental Considerations” in the prospectus.

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

All of the mortgage loans are balloon loans or anticipated repayment date loans that provide for substantial payments of principal due at their stated maturities or anticipated repayment dates, as applicable. One hundred forty-five of the mortgage loans, representing 87.84% of the outstanding pool balance, or 90.33% of the initial Loan Group 1 balance and 75.55% of the Loan Group 2 balance as of the cut-off date, have a balloon payment or anticipated repayment date in the year 2017. Nine of the mortgage loans, representing 8.37% of the outstanding pool balance, 5.64% of the Loan Group 1 balance, or 21.84% of the Loan Group 2 balance as of the cut-off date, have a balloon payment or anticipated repayment date in the year 2012. Three of the mortgage loans, collectively representing 2.11% of the outstanding pool balance, or 2.54% of the initial Loan Group 1 balance as of the cut-off date, have a balloon payment or an anticipated repayment date in the year 2014. Three of the mortgage loans, collectively representing 0.89% of the outstanding pool balance, or 0.54% of the initial Loan Group 1 balance and 2.61% of the initial Loan Group 2 balance as of the cut-off date, have a balloon payment or an anticipated repayment date in the year 2016. One of the mortgage loans, representing 0.79% of the outstanding pool balance, or 0.95% of the initial Loan Group 1 balance as of the cut-off date, has a balloon payment or an anticipated repayment date in the year 2022.

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

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

In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement enables the special servicer to extend and modify the terms of mortgage loans (other than the USFS Industrial Distribution Portfolio loan, the Charles River Plaza loan, the 85 Tenth Avenue loan and the Georgian Towers loan, which are being serviced pursuant to a separate pooling and servicing agreement) that are in material default or as to which a payment default (including the failure to make a balloon payment) is reasonably foreseeable, subject, however, to the limitations described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement. The applicable master servicer and the special servicer may extend the maturity date of a mortgage loan under limited circumstances. See “The Pooling and Servicing Agreement—Modifications” in this prospectus supplement. There can be no assurance, however, that any extension or modification will increase the present value of recoveries in a given case. Neither of the master servicers nor the special servicer will have the ability to extend or modify the USFS Industrial Distribution Portfolio loan, the Charles River Plaza North loan, the 85 Tenth Avenue loan or the Georgian Towers loan, because each such mortgage loan is being serviced by another servicer and special servicer pursuant to a separate pooling and servicing agreement. Any delay in collection of a balloon payment that would otherwise be distributable in respect of a class of certificates offered in this prospectus supplement, whether such delay is due to borrower default or to modification of the related mortgage loan by the special servicer or the applicable special servicer servicing the USFS Industrial Distribution Portfolio loan, the Charles River Plaza North loan, the 85 Tenth Avenue loan or the Georgian Towers loan, will likely extend the weighted average life of such class of certificates. See “Yield and Maturity Considerations” in this prospectus supplement and in the prospectus.

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

will guaranty all amounts payable by the borrower under the related note and the guaranty will be secured by an indemnity deed of trust in favor of the lender executed by the property owner. With respect to certain references to the borrower in this prospectus supplement, such references may apply to such property owner instead.

With respect to the mortgage loans identified as Mission West Millbrook and Mission Mill Creek on Annex A-1 to this prospectus supplement, representing 0.91% and 0.86%, respectively, of the outstanding pool balance and 5.39% and 5.11%, respectively, of the Loan Group 2 balance as of the cut-off date, the related borrower is a Delaware statutory trust. Such borrowers are prohibited, pursuant to IRS revenue rulings, from actively managing the related mortgaged properties. To mitigate these constraints, each related borrower (i) has master leased the entire property to an affiliate, which affiliate will operate the mortgaged property and (ii) has an independent trustee with the power to convert the Delaware statutory trust into a limited liability company upon a default or imminent default, so the limited liability company borrower may take necessary remedial action.

With respect to the 27 mortgage loans, collectively representing 19.90% of the outstanding pool balance, 19.56% of the initial Loan Group 1 balance and 21.56% of the Loan Group 2 balance as of the cut-off date, two or more borrowers own the related mortgaged property as tenants-in-common or the applicable mortgage loan documents permit the borrower to convert to a tenant-in-common structure. For a list of the mortgage loans with tenant-in-common borrowers, see footnote 5 to this prospectus supplement.

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

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

The mortgage loans generally prohibit the borrower from incurring future unsecured subordinated debt that is not incurred in the ordinary course of business without the consent of the lender. However, in general, any borrower that does not meet the single-purpose entity criteria may not be prohibited from incurring additional debt. This additional debt may be secured by other property owned by such borrower. Certain of these borrowers may have already incurred additional debt. Also, in certain cases, co-mortgagors have executed the mortgage in order to encumber adjoining property or related property interests. Such co-mortgagors may not be special purpose entities, and in such cases could have obligations, debt and activities unrelated to the mortgaged property. In addition, the mortgage loan sellers have informed us that they are aware of actual or potential unsecured debt with respect to the mortgage loans described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.”

Although the mortgage loans generally restrict the transfer or pledging of controlling general partnership and managing member equity interests in a borrower subject to certain exceptions, the terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of less than a certain specified portion of the general partnership, managing membership, limited partnership or non-managing membership equity interests in a borrower. In addition, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine debt secured by pledges of their equity interests in such borrower. In addition, the mortgage loan sellers have informed us that they are aware of existing or potential mezzanine debt with respect to the mortgage loans described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.”

With respect to mezzanine financing, while a mezzanine lender has no security interest in the related mortgaged properties, a default under a mezzanine loan could cause a change in control of the related borrower. With respect to mortgage loans that permit mezzanine financing, the relative rights of the mortgagee and the related mezzanine lender will generally be set forth in an intercreditor agreement, which agreements typically provide that the rights of the mezzanine lender (including the right to payment) against the mortgage loan borrower and mortgaged property are subordinate to the rights of the mortgage loan lender and that the mezzanine lender may not take any enforcement action against the mortgage loan borrower and mortgaged property.

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

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

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

Furthermore, if another loan secured by the mortgaged property is in default, the other lender may foreclose on the mortgaged property or, in the case of a mezzanine loan, the related mezzanine lender may exercise its purchase rights, in each case, absent an agreement to the contrary, thereby causing a delay in payments and/or an involuntary repayment of the mortgage loan prior to its maturity date or its anticipated repayment date, as applicable. The trust may also be subject to the costs and administrative burdens of involvement in foreclosure proceedings or related litigation. In cases where the trust is a party to any co-lender, intercreditor or similar agreement in connection with the additional debt described above, some provisions contained in that co-lender, intercreditor or similar agreement restricting another lender’s actions may not be enforceable by the trustee on behalf of the trust. If, in the event of the related borrower’s bankruptcy, a court refuses to enforce certain restrictions against another lender, such as provisions whereby such other lender has agreed not to take direct actions with respect to the related debt, including any actions relating to the bankruptcy of the related borrower, or not to vote the lender’s claim with respect to a bankruptcy proceeding, there could be a resulting impairment and/or delay in the trustee’s ability to recover with respect to the related borrower.

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

Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower’s trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

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

As a result of the foregoing, the trustee’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed.

Certain of the mortgage loans may have a sponsor that has filed for bankruptcy protection more than ten years ago. In all cases of which we are aware, the entity that was in bankruptcy has emerged from bankruptcy, although such entity may have emerged from bankruptcy within the last ten years. Certain of the mortgage loans may have had a sponsor that filed (or a sponsor that caused an entity under its control to file) for bankruptcy protection within the last ten years. We cannot assure you that, with respect to a sponsor

that has filed for bankruptcy in the past, such sponsor will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the lender to enforce its rights under the related loan documents. Nor can we assure you that the bankruptcies of sponsors have in all cases been disclosed to us.

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

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

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

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

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

On September 11, 2001, the United States was subjected to multiple terrorist attacks, resulting in the loss of many lives and massive property damage and destruction in New York City, the Washington, D.C. area and Pennsylvania. Terrorist attacks may adversely affect the revenues or costs of operation of the mortgaged properties. It is possible that any further terrorist attacks could (i) lead to damage to one or more of the mortgaged properties, (ii) result in higher costs for insurance premiums or diminished availability of insurance coverage for losses related to terrorist attacks, particularly for a large mortgaged property, which could adversely affect the cash flow at such mortgaged property, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue, retail traffic and percentage rent. In particular, the decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel properties and those mortgaged properties in tourist areas, which could reduce the ability of those mortgaged properties to generate cash flow. These disruptions and uncertainties could materially and adversely affect the value of, and an investor’s ability to resell, the certificates. See “—Property Insurance” below.

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

Subject to certain exceptions including where the mortgage loan documents permit the borrower to rely on self-insurance provided by a tenant, the related mortgage loan documents require the related borrower to maintain, or cause to be maintained, property and casualty insurance. However, the mortgaged properties may suffer losses due to risks that were not covered by insurance or for which the insurance coverage is inadequate. For example:

There is no assurance that borrowers have maintained or will maintain the insurance required under the mortgage loan documents or that such insurance will be adequate.

In addition, following the September 11, 2001 terrorist attacks in New York City, the Washington, D.C. area and Pennsylvania, the comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans, which are generally subject to periodic renewals during the term of the related mortgage loans, have been affected. To give time for private markets to develop a pricing mechanism and to build capacity to absorb future losses that may occur due to terrorism, on November 26, 2002, the Terrorism Risk Insurance Act of 2002 was enacted, which established the Terrorism Insurance Program. The Terrorism Insurance Program was originally scheduled to expire on December 31, 2005. However, on December 22, 2005, the Terrorism Risk Insurance Extension Act of 2005 (collectively with the Terrorism Risk Insurance Act of 2002, “TRIA”) was enacted, which extended the duration of the Terrorism Insurance Program until December 31, 2007.

The Terrorism Insurance Program is administered by the Secretary of the Treasury and, through December 31, 2007, will provide some financial assistance from the United States Government to insurers in the event of another terrorist attack that results in an insurance claim. The program applies to United States risks only and only to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest as an effort to influence or coerce United States civilians or the United States Government.

In addition, no compensation will be paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $100 million. As a result, unless the borrowers obtain separate coverage for events that do not meet that threshold (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.

The Treasury Department has established procedures for the program under which the federal share of compensation will be equal to 85% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year may not exceed $100 billion (and the insurers will not be liable for any amount that exceeds this cap). An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts.

Through December 2007, insurance carriers are required under the program to provide terrorism coverage in their basic “all risk” policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically voided to the extent that it excludes losses that would otherwise be insured losses. Any state approval of such types of exclusions in force on November 26, 2002 are also voided.

Because it is a temporary program, there is no assurance that it will create any long term changes in the availability and cost of such insurance.

On September 18, 2007, the House of Representatives passed the Terrorism Risk Insurance Extension Act of 2007, which, if enacted in its current form, would extend the duration of the Terrorism Risk Insurance Program for fifteen years. Additionally, proposed revisions to the Terrorism Risk Insurance Program include the requirement that insurers make available coverage for nuclear, biological, chemical and radiological attacks and the removal of the distinction between foreign and domestic acts of terrorism. There is also a bill pending in the Senate which extends the Terrorism Risk Insurance Program through December 31, 2014. There can be no assurance that upon the expiration of the current Terrorism Risk Insurance Program subsequent terrorism insurance legislation will be enacted. In addition, the provisions of any such legislation may include changes from the current bill.

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

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

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

In addition, in many cases where terrorism insurance is required, such insurance may be required only to the extent it can be obtained for premiums less than or equal to the “cap” amount specified in the related mortgage loan documents, only if it can be purchased at commercially reasonable rates and/or only with a deductible at a certain threshold. For example, the following ten largest mortgage loans in the pool have premium caps or other specific limitations:

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

Eleven of the mortgaged properties, securing mortgage loans representing 4.94% of the outstanding pool balance, 3.92% of the Loan Group 1 balance and 9.93% of the Loan Group 2 balance as of the cut-off date, are located in Southern California. The wildfires in Southern California that started on October 21, 2007 are reported to have destroyed an estimated 2,000 homes and other structures and, at one point, forced approximately 500,000 people to evacuate their homes. The fires are the sixth largest in California history, and have burned more than 500,000 acres. According to news reports, losses are expected to exceed $1 billion. President Bush has declared Southern California a disaster area. The wildfires are reported to be contained. Although none of the mortgaged properties are located in the damaged area, there can be no assurance that the fires have not otherwise affected the mortgaged properties or the areas in which such mortgaged properties are located. In the event a mortgaged property was damaged, there can be no assurance that the insurance proceeds will be adequate to rebuild the mortgaged property or to pay off the principal balance of the mortgage loan. Additionally, even if a mortgaged property was not damaged by the fires, such mortgaged property may experience near term loss of income and/or a decline in real property values as a result of the local and regional conditions, including the evacuation of residents and shuttering of homes and businesses, decreased traffic in the area of the mortgaged property, the redirection and/or lack of availability of goods, manpower and other resources as well as a long-term loss of income or property values as a result of any decline in the local or regional population or other negative consequences as a result of these fires.

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

An appraisal or other market analysis was conducted with respect to the mortgaged properties in connection with the origination or acquisition of the related mortgage loans. The resulting estimates of value are the bases of the cut-off date loan-to-value ratios referred to in this prospectus supplement. Those estimates represent the analysis and opinion of the person performing the appraisal or market analysis and are not guarantees of present or future values. There can be no assurance that another appraiser would not have arrived at a different evaluation, even if such appraiser used the same general approach to, and the same method of, appraising the mortgaged property. Moreover, the values of the mortgaged properties may have fluctuated significantly since the appraisal or market study was performed. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated

seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. In certain cases, appraisals may reflect “as stabilized” values, reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. Information regarding the appraised values of mortgaged properties available to the Depositor as of the cut-off date is presented in Annex A-1 to this prospectus supplement for illustrative purposes only. See “Description of the Mortgage Pool—Additional Loan Information” in this prospectus supplement.

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

In addition, if the trust were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of the properties. These state or local taxes may reduce net proceeds available for distribution with respect to the certificates.

Increases in Real Estate Taxes Due to Termination of a PILOT Program or Other Tax Abatement Arrangements May Reduce Payments to Certificateholders

Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes under a local government program of payment in lieu of taxes (often known as a PILOT program) or other tax abatement arrangements. Some of these programs or arrangements are scheduled to terminate or have significant tax increases prior to the maturity of the related mortgage loan, resulting in higher, and in some cases substantially higher, real estate tax obligations for the related borrower. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loans. There are no assurances that any such program will continue for the duration of the related mortgage loan or would survive a mortgage loan foreclosure or deed in lieu of foreclosure.

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

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

Risks Related to Cross-Collateralization and Related Multi-Borrower Arrangements

There are two groups of cross-collateralized and cross-defaulted mortgage loans representing 0.75% of the outstanding pool balance, 0.29% of the Loan Group 1 balance and 3.03% of the Loan Group 2 balance as of the cut-off date. Cross-collateralization arrangements seek to reduce the risk that one mortgaged property may not generate net operating income sufficient to pay debt service. Other mortgage loans have multiple borrowers or mortgagors. Cross-collateralization arrangements involving more than one borrower or mortgagor or mortgage loans to co-borrowers or co-mortgagors secured by multiple properties or multiple parcels within a single mortgaged property could be challenged as a fraudulent conveyance by creditors of a borrower or mortgagor or by the representative of the bankruptcy estate of a borrower if a borrower or mortgagor were to become a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and:

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

If the lien is avoided, the lender would lose the benefits afforded by such lien. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by such borrower or mortgagor from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was avoidable fraudulent conveyance, that court could:

In addition, the lender would experience delay in exercising remedies with respect to cross-collateralized loan groups or loans secured by multiple properties involving properties located in more than one state or jurisdiction.

Six mortgage loans, representing 11.95% of the outstanding pool balance, 14.17% of the Loan Group 1 balance and 0.99% of the Loan Group 2 balance as of the cut-off date, are secured by more than one mortgaged property.

The amount of the mortgage lien encumbering any particular one of the mortgaged properties in a multi-property mortgage loan or a pool of cross collateralized mortgage loans is in some cases less than the full amount of the related mortgage loan or group of cross collateralized mortgage loans, generally to minimize mortgage recording tax. In these cases the mortgage may be limited to the allocated loan amount for the related mortgaged property or some other amount that is less than or equal to the appraised value of the mortgaged property at the time of origination. This would limit the extent to which proceeds from the mortgaged property would be available to offset declines in value of the other mortgaged properties securing the same mortgage loan or group of mortgage loans.

Some states (including California) have laws prohibiting more than one “judicial action” to enforce a mortgage obligation. Some courts have construed the term “judicial action” broadly. In the case of a mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on mortgaged properties located in states where such “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. As a result, the ability to realize upon the mortgage loans may be limited by the application of state laws. Foreclosure actions may also, in certain circumstances, subject the trust to liability as a “lender-in-possession” or result in the equitable subordination of the claims of the trustee to the claims of other creditors of the borrower. The special servicer may take these state laws into consideration in deciding which remedy to choose following a default by a borrower.

Eight mortgaged properties, which represent security for 4.44% of the outstanding pool balance, 4.16% of the Loan Group 1 balance and 5.82% of the Loan Group 2 balance as of the cut-off date, are secured by a mortgage on (i) the borrower’s leasehold (or subleasehold) interest in the related mortgaged property and not the related fee simple interest or (ii) the borrower’s leasehold interest in portion of the related mortgaged property and the borrower’s fee simple interest in the remainder of the related mortgaged property.

Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold interest were to be terminated upon a lease default or in connection with a lessor or lessee bankruptcy, the leasehold mortgagee would lose its security in such leasehold interest. Generally, the related ground lease requires the lessor to give the leasehold mortgagee notice of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to the leasehold mortgagee or the purchaser at a foreclosure sale, and may contain certain other provisions beneficial to a mortgagee. Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee generally has the right to remain in possession of its leased premises paying the rent required under the lease for the term of the lease (including renewals), although in certain cases a bankrupt lessor may obtain court approval to dispose of the related property free and clear of the lessee’s interest. If a

debtor lessee/borrower rejects any or all of its leases, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lessor specifically grants the lender such right. If both the lessor and the lessee/borrowers are involved in bankruptcy proceedings, the trust may be unable to enforce the bankrupt lessee/borrower’s obligation to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage.

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

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

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

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

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

There may be pending or threatened legal proceedings against the borrowers and managers of the mortgaged properties and their respective affiliates related to the business of or arising outside the ordinary business of the borrowers, managers and affiliates, which

litigation or proceedings could have a material adverse effect on the related borrower’s or sponsor’s ability to meet its obligations under the related mortgage loan and, therefore, upon distributions on your certificates.

From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing the mortgage loans. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged 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 property. Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative impact upon distributions on your certificates.

Prior Bankruptcies or Other Proceedings May Be Relevant to Future Performance

Certain borrowers, principals of borrowers, property managers and affiliates thereof have been a party to bankruptcy proceedings, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings), in the past. For example, with respect to the mortgage loan identified as 2 Journal Square on Annex A-1 to this prospectus supplement, representing 1.91% of the outstanding pool balance and 2.29% of the Loan Group 1 balance as of the cut-off date, the principal of a 25% ownership interest in the borrower pled guilty to a federal felony charge in 1997 due to his involvement in fraudulent activity related to a personal mortgage for one of his clients. This principal was the closing attorney in a transaction in which his client falsified statements relating to the source of the equity/down payment for a mortgage. He received three years probation, 200 hours of community service and a fine of $4,000. His license to practice law was also suspended and has since been reinstated. In the case of five mortgage loans identified as 12621 Featherwood, Airport Atrium, Sable Chase, Oklahoma Central Park and Tennessee Office Portfolio on Annex A-1 to this prospectus supplement, collectively representing 2.36% of the outstanding pool balance, 2.38% of the Loan Group 1 balance and 2.27% of the Loan Group 2 balance as of the cut-off date, the holder of indirect interests in the related borrowers, who is also in some cases an officer or director of the related borrowers, pleaded guilty to fraud and larceny charges based on allegations he had, in 1962, misappropriated money from a company of which he was a director. He served two years of federal prison time. In 1981, he was also charged with, in an unrelated case, conspiracy to manipulate the stock price of a company in which he held ownership interests through various entities. He was convicted and sentenced to four years of federal prison time.

In addition, borrowers, principals of borrowers, property managers and affiliates thereof may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings). There can be no assurance that any such proceedings will not negatively impact a borrower’s or sponsor’s ability to meet it’s obligations under the related mortgage loan. Such proceedings could have a material adverse effect upon distributions on your certificates.

If a borrower or a principal of a borrower or affiliate has been a party to a bankruptcy, foreclosure or other proceeding or has been convicted of a crime in the past, we cannot 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 property. We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates.

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

The mortgages or assignments of mortgages for some of the mortgage loans have been or may be recorded in the name of Mortgage Electronic Registration Systems, Inc. (“MERS”), solely as nominee for the related Mortgage Loan Seller and its successor and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS system. The recording of mortgages in the name of MERS is a new practice in the commercial mortgage lending industry. Public recording officers and others have limited, if any, experience with lenders seeking to foreclose mortgages, assignments of which are registered with MERS. Accordingly, delays and additional costs in commencing, prosecuting and completing foreclosure proceedings and conducting foreclosure sales of the mortgaged properties could result. Those delays and the additional costs could in turn delay the distribution of liquidation proceeds to certificateholders and increase the amount of losses on the loans.

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

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

to ownership of any certificate by the master servicers, the special servicer or any of their affiliates. See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement.

Additionally, any of those parties may, especially if it or an affiliate holds a subordinate certificate, or has financial interests in or other financial dealings with a borrower or sponsor under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates offered in this prospectus supplement. In this regard, with respect to the mortgage loan identified as CGM RRI Hotel Portfolio on Annex A-1 to this prospectus supplement, an affiliate of Citigroup Global Markets Realty Corp., one of the mortgage loan sellers, owns approximately 79% of the equity interests of the related borrower. In addition, for instance, if the special servicer or an affiliate holds a subordinate certificate, the special servicer could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in hope of maximizing future proceeds. The special servicer might also seek to reduce the potential for such losses by accelerating a mortgage loan earlier than necessary in order to avoid advance interest or additional trust fund expenses. Either action could result in fewer proceeds to the trust than would be realized if alternate action had been taken. In general, the servicers are not required to act in a manner more favorable to the certificates offered in this prospectus supplement or any particular class of certificates that are subordinate to the certificates offered in this prospectus supplement.

German American Capital Corporation, one of the mortgage loan sellers and a sponsor, is an affiliate of Deutsche Bank Trust Company Americas, the certificate administrator, an affiliate of Deutsche Mortgage & Asset Receiving Corporation and the depositor. These affiliations could cause conflicts with the duties of a servicer or certificate administrator, as applicable, to the trust fund under the pooling and servicing agreement. However, with respect to the duties of the master servicers, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standards described in this prospectus supplement without regard to an affiliation with a mortgage loan seller, any other party to the pooling and servicing agreement or any of their affiliates. See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement. With respect to the duties of the certificate administrator, the pooling and servicing agreement provides that the certificate administrator will be liable for any damages caused by its own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith.

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

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

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

A substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers. In addition, substantially all of the property managers for the mortgaged properties (or their affiliates) manage or may in the future manage additional properties, including properties that may compete with the mortgaged properties. Affiliates of the managers, and certain of the managers themselves, also may own other properties, including competing properties. The managers of the mortgaged properties may accordingly experience conflicts of interest in the management of such mortgaged properties. See “—Mortgaged Properties Leased to Borrower or Borrower Affiliated Entities Also Have Risks” above for a description of conflicts between borrowers and affiliated tenants.

With respect to the Lincoln Square loan, representing in the aggregate approximately 7.64% of the outstanding pool balance and 9.19% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan and a subordinate companion loan. The Lincoln Square loan and the related companion loans will be serviced under the pooling and servicing agreement. Pursuant to the terms of the related co-lender agreement and prior to a control appraisal event, the holder of the Lincoln Square subordinate companion loan has certain consent rights with respect to certain actions relating to the related loan combination as described under “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination.”

The current holder of the Lincoln Square subordinate companion loan is Citigroup Global Markets Realty Corp. The holder of the Lincoln Square subordinate companion loan (or its transferee) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the related master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. Additionally, prior to a control appraisal event, the holder of the Lincoln Square subordinate companion loan will have the right to terminate the special servicer and appoint a replacement special servicer for the Lincoln Square loan combination under the pooling and servicing agreement.

No certificateholder may take any action against any holder of any companion loan (or its designee) for having acted solely in its respective interest. The holder of the Lincoln Square subordinate companion loan or the other pari passu companion loan may have interests in conflict with, and their decisions may adversely affect, the holders of the classes of certificates offered in this prospectus supplement. See “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination” in this prospectus supplement.

With respect to the USFS Industrial Distribution Portfolio loan, representing in the aggregate approximately 7.52% of the outstanding pool balance and 9.04% of the Loan Group 1 balance as of the cut-off date, the related mortgaged properties also secure four other pari passu companion loans. The USFS Industrial Distribution Portfolio loan and the pari passu companion loans will be serviced under the pooling and servicing agreement related to the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization. Any decision to be made with respect to the USFS Industrial Distribution Portfolio loan that requires approval under the pooling and servicing agreement related to the COMM 2007-C9 Mortgage Trust Commercial Mortgage

Pass-Through Certificates securitization or otherwise requires approval under the related co-lender agreement will require the approval of the directing holder of the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization. The holders of the other pari passu companion loans (including the USFS Industrial Distribution Portfolio loan) will have non-binding consultation rights.

No certificateholder may take any action against any holder of the companion loans (or its designee) for having acted solely in its respective interest. The interests of the holders of the other pari passu companion loans may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

With respect to the Charles River Plaza North loan, representing 6.92% of the outstanding pool balance and 8.33% of the initial Loan Group 1 balance, as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan and one other subordinate companion loan. The Charles River Plaza North loan and the companion loans will be serviced under the pooling and servicing agreement related to the COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 securitization. Pursuant to the terms of the related co-lender agreement and prior to a control appraisal event, the holder of the Charles River Plaza North subordinate companion loan has certain consent rights with respect to certain actions relating to the related loan combination as described under “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza North Loan Combination.”

The current holder of the Charles River Plaza North subordinate companion loan is Citigroup Global Markets Realty Corp. The holder of the Charles River Plaza North subordinate companion loan (or its transferee) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the related master servicer or the special servicer, as applicable, under the pooling and servicing agreement related to the COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 securitization may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. Additionally, prior to a control appraisal event, the holder of the Charles River Plaza North subordinate companion loan will have the right to terminate the special servicer and appoint a replacement special servicer for the Charles River Plaza North loan combination under the pooling and servicing agreement related to the COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 securitization.

No certificateholder may take any action against any holder of either companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the Charles River Plaza North subordinate companion loan or the other pari passu companion loan may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

The Charles River Plaza North loan will be serviced and administered by Wachovia Bank, National Association, the master servicer under a separate pooling and servicing agreement, and, if applicable, will be specially serviced by CWCapital Asset Management LLC, the special servicer under such pooling and servicing agreement. This other pooling and servicing agreement provides for a servicing arrangement that is similar but not identical to that under the pooling and servicing agreement. As a result, you will have less control over the servicing of the Charles River Plaza North loan than you would have if such mortgage loan was being serviced by the related master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

With respect to the 85 Tenth Avenue loan, representing in the aggregate approximately 3.63% of the outstanding pool balance and 4.36% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures two other pari passu

companion loans. The 85 Tenth Avenue loan and the pari passu companion loans will be serviced under the pooling and servicing agreement related to the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization. Any decision to be made with respect to the 85 Tenth Avenue loan that requires approval under the pooling and servicing agreement related to the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization or otherwise requires approval under the related co-lender agreement will require the approval of the directing holder of the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization. The holders of the other pari passu companion loans (including the 85 Tenth Avenue loan) will have non-binding consultation rights.

With respect to the Georgian Towers loan, representing 2.77% of the outstanding pool balance and 16.45% of the Loan Group 2 balance as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan and one other subordinate companion loan. The Georgian Towers loan and the companion loans will be serviced under the pooling and servicing agreement related to the COMM 2007-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates securitization. Pursuant to the terms of the related co-lender agreement and prior to a control appraisal event, the holder of the Georgian Towers subordinate companion loan has certain consent rights with respect to certain actions relating to the related mortgage loan as described under “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination.”

The Georgian Towers subordinate companion loan is owned by GACC but was 100% participated in a senior/subordinated structure with a senior participation interest and a series of seven (7) pari passu subordinate participation interests. Certain decisions require unanimous consent of the participation interest holders. The holder of the Georgian Towers subordinate companion loan (or its transferee) or the holders of a participation interest in the Georgian Towers companion loan may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the related master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. Additionally, the holder of the Georgian Towers subordinate companion loan will have the right to terminate the special servicer and appoint a replacement special servicer for the Georgian Towers loan combination. No certificateholder may take any action against the holder of the Georgian Towers subordinate companion loan for having acted solely in its own interest.

No certificateholder may take any action against any holder of the companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the Georgian Towers subordinate companion loan or the other pari passu companion loan may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

With respect to the Seattle Space Needle loan, representing 1.67% of the outstanding pool balance and 2.01% of the Loan Group 1 balance, in each case, as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan. The Seattle Space Needle loan and the other pari passu companion loan will be serviced under the pooling and servicing agreement. Any decision to be made with respect to the Seattle Space Needle loan that requires approval under the pooling and servicing agreement or under the related co-lender agreement will require the approval of the Directing Holder. The holder of the other pari passu companion loan will have non-binding consultation rights.

No certificateholder may take any action against any holder of the companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the other pari passu companion loan may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

With respect to the CGM RRI Hotel Portfolio loan, representing in the aggregate approximately 1.67% of the outstanding pool balance and 2.01% of the Loan Group 1 balance as of the cut-off date, the related mortgaged properties also secure eight other pari passu companion loans. The CGM RRI Hotel Portfolio loan and the pari passu companion loans will be serviced under the pooling and servicing agreement. Pursuant to the terms of the related co-lender agreement, the holders (or representatives of holders) of promissory notes representing more than 50% of total principal balance of the entire related loan combination will have certain consent rights with respect to certain actions relating to the related loan combination and will have the right to terminate the special servicer and appoint a replacement special servicer for the CGM RRI Hotel Portfolio loan combination under the pooling and servicing agreement, each as described under “Description of the Mortgage Pool—Split Loan Structures—The CGM RRI Hotel Portfolio Loan Combination.”

No certificateholder may take any action against any holder of any companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the other pari passu companion loans may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

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

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

In addition, although the borrowers of the anticipated repayment date loans may have certain incentives to prepay such mortgage loans on their anticipated repayment dates, we cannot assure you that the borrowers will be able to prepay the anticipated repayment date loans on their anticipated repayment dates. The failure of a borrower to prepay an anticipated repayment date loan on its anticipated repayment date will not be an event of default under the terms of such mortgage loans, and, pursuant to the terms of the pooling and servicing agreement, neither the related master servicer nor the special servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay interest at an increased rate, other than requests for collection, until the scheduled

maturity of the respective anticipated repayment date loan; provided that the related master servicer or the special servicer, as the case may be, may take action to enforce the trust’s right to apply excess cash flow to principal in accordance with the terms of the documents of the anticipated repayment date loans. See “—Risks Related to the Mortgage Loans—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” above.

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

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

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

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

Provisions requiring yield maintenance charges, prepayment premiums and lock-out periods may not be enforceable in some states and under federal bankruptcy law. Those provisions for charges and premiums also may constitute interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium or to prohibit prepayments will be enforceable. There is no assurance that the foreclosure proceeds will be sufficient to pay an enforceable yield

maintenance charge or prepayment premium. Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, there is no assurance that a court would not interpret those provisions as requiring a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable under applicable law, or usurious.

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

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

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

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

As described in this prospectus supplement unless your certificates are Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 or Class A-1A, Certificates, your right to receive certain payments of principal and interest otherwise payable on your certificates will be subordinated to such rights of the holders of the more senior certificates and to such rights of the holders of the Class XP, Class XS and Class XW Certificates. See “Description of the Offered Certificates—Distributions” in this prospectus supplement. Losses on the

mortgage loans will be allocated to Class S, Class Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates, in that order, and then, pro rata, to the Class AJ-FX Certificates, the Class A-JA Certificates and the Class AJ-FL Regular Interest, and then pro rata, to the Class AM-FX Certificates and the Class A-MA Certificates and the Class AM-FL Regular Interest, reducing amounts otherwise payable to each class. Any remaining losses will then be allocated to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, and with respect to interest losses only, the Class XP, Class XS and Class XW Certificates based on their respective entitlements pro rata.

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

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

Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates. This may be so because those losses cause your certificates to have a higher percentage ownership interest in the trust (and therefore related distributions of principal payments on the mortgage loans) than would otherwise have been the case. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

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

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

Subject to certain conditions, the master servicers are entitled, under the pooling and servicing agreement, to receive, or to assign a portion of their master servicing fee referred to as the excess servicing strip. If a master servicer resigns or is terminated as master servicer, it (or its assignee) will continue to be entitled to receive the excess servicing strip and will be paid that excess servicing strip (except to the extent that any portion of that excess servicing strip is needed to compensate any successor master servicer for assuming the duties of the resigning or terminated master servicer for the mortgage loans that it is servicing under the pooling and servicing agreement). There can be no assurance that following any resignation or termination of 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.

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

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

As described in this prospectus supplement, unless your certificates are the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 or Class A-1A Certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the certificates with an earlier alphabetical designation (or in the case of the Class AM-FX, Class A-MA, Class AM-FL (in respect of the Class AM-FL Regular Interest), Class AJ-FX, Class A-JA and Class AJ-FL (in respect of the Class AJ-FL Regular Interest) Certificates, to the rights of the holders of the foregoing specified classes with the Class AM-FX, Class A-MA and Class AM-FL (in respect of the Class AM-FL Regular Interest) Certificates senior in right of payment to the Class AJ-FX, Class A-JA and Class AJ-FL (in respect of the Class AJ-FL Regular Interest) Certificates) and the Class XP, Class XS and Class XW Certificates. See “Description of the Offered Certificates—Distributions” and “—Subordination” in this prospectus supplement.

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

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

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

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

Citigroup Global Markets Realty Corp. (“CGMRC”) is a sponsor of this securitization transaction. CGMRC is the seller of 42 of the underlying mortgage loans or 39.54% of the initial mortgage pool balance. In addition, CGMRC co-originated the mortgage loan identified as USFS Industrial Distribution Portfolio on Annex A-1 with German American Capital Corporation, Morgan Stanley Mortgage Capital Holdings LLC, Goldman Sachs Mortgage Company, Greenwich Capital Financial Products, Inc. and JPMorgan Chase Bank, N.A.

CGMRC was organized in 1979 and is a wholly owned subsidiary of Citigroup Financial Products Inc. and an affiliate of Citigroup Global Markets Inc. CGMRC is a New York corporation, with its principal office at 388 Greenwich Street, New York, New York 10013, Attention: Mortgage Finance Group. Its telecopy number is (212) 723-8604. CGMRC makes, and purchases from lenders, commercial and multifamily mortgage loans primarily for the purpose of securitizing them in commercial mortgage-backed securitization (“CMBS”) transactions. CGMRC also purchases and finances residential mortgage loans, consumer receivables and other financial assets.

CGMRC, directly or through correspondents or affiliates, originates multifamily and commercial mortgage loans throughout the United States and abroad. CGMRC has been engaged in the origination of multifamily and commercial mortgage loans for securitization since 1996 and has been involved in the securitization of residential mortgage loans since 1987. The multifamily and commercial mortgage loans originated by CGMRC include both fixed-rate loans and floating-rate loans. Most of the multifamily and commercial mortgage loans included in commercial mortgage securitizations sponsored by CGMRC have been originated, directly or through correspondents, by CGMRC or an affiliate. CGMRC securitized approximately $822 million, $1.23 billion, $1.91 billion, $3.24 billion and $5.76 billion of commercial mortgage loans in public offerings during the fiscal years 2002, 2003, 2004, 2005 and 2006, respectively.

When CGMRC originates mortgage loans in conjunction with third-party correspondents, another third party due diligence provider generally performs the underwriting based on various criteria established or reviewed by CGMRC, and CGMRC originates or acquires the subject mortgage loan prior to inclusion in a securitization.

In addition, in the normal course of its business, CGMRC 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 CGMRC. The trust fund relating to a series of offered certificates may include mortgage loans originated by one or more of these third parties.

CGMRC has also sponsored, in private placement transactions, multifamily and commercial mortgage loans which it either originated or acquired from third-party originators that underwrote them to their own underwriting criteria.

In connection with the commercial mortgage securitization transactions it participates in, CGMRC 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.

CGMRC generally works with rating agencies, unaffiliated mortgage loan sellers, servicers, affiliates and underwriters in structuring a securitization transaction. CGMRC will generally act as a sponsor, originator or mortgage loan seller in the commercial

mortgage securitization transactions it participates in. In such transactions there may be a co-sponsor and/or other mortgage loan sellers and originators. Generally CGMRC 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 CGMRC contributing mortgage loans to a commercial mortgage securitization transaction, CGMRC 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:

If it is later determined that any mortgage asset contributed by CGMRC fails to conform to the specified representations and warranties or there is a defect in or an omission with respect to certain specified mortgage loan documents related to that mortgage asset, which breach, defect or omission, as the case may be, is determined to have a material adverse effect on the value of the subject mortgage asset and/or the interests of holders of securities issued in connection with the subject commercial mortgage securitization transaction, then CGMRC will generally have an obligation to cure the subject defect, omission or breach or to repurchase or replace the mortgage asset.

General. Set forth below is a discussion of certain general underwriting guidelines of CGMRC with respect to multifamily and commercial mortgage loans originated by CGMRC. The underwriting guidelines described below may not—and generally will not—apply to multifamily and commercial mortgage loans acquired by CGMRC 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. CGMRC 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, CGMRC’s underwriting staff and/or legal counsel will review leases of significant tenants. CGMRC 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. CGMRC 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 CGMRC 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 CGMRC must be approved by one or more—depending on loan size—specified officers of CGMRC. 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 multifamily or commercial mortgage loan, CGMRC 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—

However, the amount described in the first bullet 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 collateral.

For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, CGMRC 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:

In addition, CGMRC may “normalize” operating expenses by discounting certain extraordinary property-related expenses that may have occurred during the period under review or by assuming the existence of certain expenses that did not occur during the period under review.

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 CGMRC, 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, CGMRC 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, CGMRC’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 most mortgage loans 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. CGMRC 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—

Generally, the loan-to-value ratio for multifamily and commercial mortgage loans originated by CGMRC, 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, CGMRC 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, CGMRC’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 most mortgage loans 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, CGMRC 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 CGMRC 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.

Assessments of Property Condition. As part of the underwriting process, CGMRC will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan. To aid in that analysis, CGMRC 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. CGMRC 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, CGMRC 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, CGMRC 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. CGMRC 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, CGMRC may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, CGMRC 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 CGMRC or the environmental consultant believes that such an analysis is warranted under the circumstances.

Depending on the findings of the initial environmental assessment, CGMRC 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, CGMRC 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, CGMRC 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, CGMRC 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, CGMRC 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, CGMRC will generally examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the

form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; 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, CGMRC will analyze whether—

Escrow Requirements. Based on its analysis of the real property collateral, the borrower and the principals of the borrower, CGMRC 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. CGMRC 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 CGMRC. Furthermore, CGMRC 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 Standards” section, CGMRC may include mortgage loans in a trust fund which vary from, or do not comply with, CGMRC’s underwriting guidelines. In addition, in some cases, CGMRC may not have strictly applied these underwriting guidelines as the result of a case-by-case permitted exception based upon other compensating factors.

German American Capital Corporation (“GACC”) is a sponsor of this securitization transaction. GACC or an affiliate of GACC originated or co-originated all of the GACC Loans and underwrote all of the GACC Loans in this transaction. GACC is the seller of 33 underlying mortgage loans or 27.25% of the initial mortgage pool balance. GACC co-originated the mortgage loan identified as USFS Industrial Distribution Portfolio on Annex A-1 with Citigroup Global Markets Realty Corp., Morgan Stanley Mortgage Capital Holdings LLC, Goldman Sachs Mortgage Company, Greenwich Capital Financial Products, Inc. and JPMorgan Chase Bank, N.A. GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation. GACC is an affiliate of Deutsche Bank Securities Inc., one of the underwriters, an affiliate of Deutsche Bank Trust Company Americas, the Certificate Administrator and an affiliate of the Depositor. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005. For more information regarding GACC and its securitization program, see “The Sponsor” in the prospectus.

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

Artesia Mortgage Capital Corporation (“Artesia”) is a sponsor of this securitization and is one of the mortgage loan sellers. Artesia is the seller of 48 of the underlying mortgage loans or 12.77% of the initial mortgage pool balance, all of which loans were underwritten and originated by Artesia.

Artesia is a Delaware Corporation, with its principal offices in Issaquah, Washington. Artesia is a wholly owned non-bank U.S. subsidiary of Dexia Bank. Dexia Bank, which is rated “AA+” by Fitch, “AA” by S&P and “Aa2” by Moody’s, is part of Dexia Group, a diversified financial services firm located in Brussels, Belgium with a balance sheet of 567 billion Euros ($748 billion) and a stock market capitalization of approximately 24 billion Euros ($32 billion) as of December 2006.

Artesia originates commercial and multifamily mortgage loans for the purpose of securitizing them in CMBS transactions.

Artesia also engages in the origination, and/or buying and selling, of mortgages and other interests in mortgage loans for investment purposes.

Securitization Program. Artesia, directly or through correspondents, originates multifamily and commercial mortgage loans throughout the United States. Artesia has been engaged in the origination of multifamily and commercial mortgage loans for securitization since 1996. The multifamily and commercial mortgage loans originated and securitized by Artesia include both fixed-rate loans and floating-rate loans and both conduit balance loans—which are average-sized loans by industry standards —and large balance loans. Most of the multifamily and commercial mortgage loans included in commercial mortgage securitizations by Artesia have been originated, directly or through correspondents, by Artesia. During the fiscal years 2001 through 2006, the aggregate annual principal balance of commercial mortgage loans securitized by Artesia ranged from approximately $412.6 million in 2001, to approximately $610.1 million in 2003, to approximately $1.5 billion in 2005, and to approximately $2.0 billion in 2006.

When originating mortgage loans in conjunction with third-party correspondents, Artesia performs the underwriting based on its underwriting criteria (see “—Artesia’s Underwriting Standards” below) and originates the subject mortgage loan on a specified closing date prior to inclusion in the subject securitization.

In addition, in the normal course of its securitization program, Artesia may also acquire multifamily and commercial mortgage loans from various third party originators. These mortgage loans may have been originated using underwriting guidelines not established by Artesia.

In connection with the commercial mortgage securitization transactions it is involved in, Artesia generally transfers the subject mortgage assets to a depositor, who then transfers those mortgage assets to the issuing entity for the related securitization. In return for the transfer of the subject mortgage assets by the depositor to the issuing entity, the issuing entity issues commercial mortgage pass-through certificates backed by, and supported by the cash flows generated by, those mortgage assets.

Artesia also works, with respect to the mortgage loans it has originated, with rating agencies, unaffiliated sponsors, originators and servicers in putting together the securitization transaction. Artesia will generally act as a sponsor or originator in the commercial mortgage securitization transactions to which it contributes mortgage loans. Artesia does not act as servicer of the multifamily and commercial mortgage loans in the commercial mortgage securitizations it is involved in. Instead, Artesia and/or the related depositor contract with other entities to service the multifamily and commercial mortgage loans following their transfer into a trust fund for a series of securities.

Artesia may be obligated, specifically with respect to the mortgage loans that it is contributing, generally pursuant to a mortgage loan purchase agreement or other comparable agreement, to:

If it is later determined that any mortgage asset contributed by Artesia fails to conform to the specified representations and warranties or there is a defect in or an omission with respect to certain specified mortgage loan documents related to that mortgage asset, which breach, defect or omission, as the case may be, is determined to have a material adverse effect on the value of the subject mortgage asset and/or the interests of holders of securities issued in connection with the subject commercial mortgage securitization transaction, then Artesia will generally have an obligation to cure the subject defect, omission or breach or to repurchase or replace the subject mortgage asset.

General. Set forth below is a discussion of certain general underwriting guidelines of Artesia with respect to multifamily and commercial mortgage loans originated by Artesia. The underwriting guidelines described below may not—and generally will not—apply to multifamily and commercial mortgage loans acquired by Artesia from third-party originators.

Loan Analysis. Artesia performs both a credit analysis and a collateral analysis with respect to each multifamily and commercial mortgage loan it originates. The credit analysis of the borrower may include a review of third-party credit reports, reports resulting from judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower and its principals. Generally, borrowers are required to be single-purpose entities, although exceptions may be made from time to time on a case-by-case basis. The collateral analysis includes an analysis, in each case to the extent available, of historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Depending on the type of real property involved and other relevant circumstances, Artesia’s underwriting staff, third-party reviewers, and/or legal counsel will review leases of significant tenants. Artesia may also perform a limited qualitative review with respect to certain tenants located at the subject property, particularly significant tenants, credit tenants and sole tenants. Artesia generally requires third-party appraisals, as well as environmental reports, building condition reports and, if applicable, seismic reports. Each report is reviewed for acceptability by an Artesia staff member or a third-party reviewer. The results of these reviews are incorporated into the underwriting report.

Loan Approval. Prior to commitment, all multifamily and commercial mortgage loans to be originated by Artesia must be approved by one or more—depending on loan size—specified credit committees of Artesia or Dexia Bank. The credit committee(s) responsible for loan approval may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio. The repayment of a multifamily or commercial mortgage loan is typically dependent upon the successful operation of the related mortgaged property and the ability of that property to generate income sufficient to make payments on the loan. Accordingly, in connection with the origination of any multifamily or commercial mortgage loan, Artesia will analyze whether cash flow expected to be derived from the subject mortgaged property will be sufficient to make the required payments under that mortgage loan, taking into account, among other things, revenues and expenses for, and other debt currently secured by, or that in the future may be secured by, the subject mortgaged property as well as debt secured by pledges of the ownership interests in the related borrower.

However, the amount described in the first bullet of the preceding sentence is often a highly subjective number based on variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related mortgaged property.

For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, Artesia may utilize annual net cash flow that was calculated based on assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following:

There is no assurance that the foregoing assumptions made with respect to any prospective multifamily or commercial mortgage loan will, in fact, be consistent with actual property performance.

Generally, the debt service coverage ratio for multifamily and commercial mortgage loans originated by Artesia, calculated as described above, will be equal to or greater than 1.20x (subject to the discussion under “—Additional Debt” below); however, exceptions may be made when consideration is given to circumstances particular to the mortgage loan or the related mortgaged property. For example, Artesia may originate a multifamily or commercial mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for

relatively rapid amortization), the type of tenants and leases at the subject mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Artesia’s judgment of improved property performance in the future and/or other relevant factors.

While the foregoing discussion generally reflects how calculations of debt service coverage ratios are made, it does not necessarily reflect the specific calculations made to determine the DSC Ratios disclosed in this prospectus supplement. For specific information regarding the details on the calculations of DSC Ratios in this prospectus supplement, see “Description of the Mortgage Pool—Additional Mortgage Loan Information.”

Loan-to-Value Ratio. Artesia also looks at the loan-to-value ratio of a prospective multifamily or commercial mortgage loan as one of the factors it takes into consideration in evaluating the likelihood of recovery if a property is liquidated following a default. In general, the loan-to-value ratio of a multifamily or commercial mortgage loan at any given time is the ratio, expressed as a percentage, of—

Generally, the loan-to-value ratio for multifamily and commercial mortgage loans originated by Artesia, calculated as described above, will be equal to or less than 80% (subject to the discussion under “—Additional Debt” below); however, exceptions may be made when consideration is given to circumstances particular to the mortgage loan or the related mortgaged property. For example, Artesia may originate a multifamily or commercial mortgage loan with a loan-to-value ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the subject mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Artesia’s judgment of improved property performance in the future and/or other relevant factors.

Additional Debt. When underwriting a multifamily or commercial mortgage loan, Artesia will take into account whether the subject real property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that Artesia will be the lender on that additional debt.

The debt service coverage ratios described above under “—Debt Service Coverage Ratio” and the loan-to-value ratios described above under “—Loan-to-Value Ratio” may be below 1.20x and above 80%, respectively, based on the existence of additional debt secured by the related mortgaged property or directly or indirectly by equity interests in the related borrower.

Assessments of Property Condition. As part of the underwriting process, Artesia will analyze the condition of the real property for a prospective multifamily or commercial mortgage loan. To aid in that analysis, Artesia may, subject to certain exceptions, inspect or retain a third party to inspect the property and will obtain the property assessments and reports described below.

Appraisals. Artesia will, in most cases, require that the real property for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser or an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers. In addition, Artesia will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. In some cases, however, Artesia may establish the value of the subject real property based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Environmental Assessment. Artesia may require a Phase I environmental assessment with respect to the real property for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, Artesia may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, Artesia might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Furthermore, an environmental assessment conducted at any particular real property will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Artesia or the environmental consultant believes that such an analysis is warranted under the circumstances.

Depending on the findings of the initial environmental assessment, Artesia may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the subject real property.

Engineering Assessment. In connection with the origination process, Artesia may require that an engineering firm inspect the real property for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, Artesia will determine the appropriate response to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report. If the subject real property includes any material improvements and is located in California or in seismic zones 3 or 4, Artesia may require a report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake. If that loss is in excess of 20% of the estimated replacement cost for the improvements at the property, Artesia may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price. It should be noted, however, that because the seismic assessments may not necessarily have used the same assumptions in assessing probable maximum loss, it is possible that some of the real properties that were considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might have been the subject of a higher estimate had different assumptions been used.

Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, Artesia will generally examine whether the use and occupancy of the related real property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Where a property as currently operated is a permitted non-conforming use and/or structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Artesia will analyze whether—

Escrow Requirements. Based on its analysis of the subject real property, the borrower and the principals of the borrower, Artesia may require a borrower under a multifamily or commercial mortgage loan to fund various escrows for taxes and/or insurance, capital

expenses, replacement reserves, tenant improvements, leasing commissions, debt service and/or environmental remediation. Artesia conducts a case-by-case analysis to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every multifamily and commercial mortgage loan originated by Artesia. Furthermore, Artesia may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed.

Notwithstanding the foregoing discussion under this “—Underwriting Standards” section, Artesia may include mortgage loans in a trust fund which vary from, or do not comply with, Artesia’s underwriting guidelines. In addition, in some cases, Artesia may not have strictly applied these underwriting guidelines as the result of a case-by-case permitted exception based upon other compensating factors.

CWCapital LLC (“CWCapital”) is one of the mortgage loan sellers, but is not a sponsor with respect to the issuance of the certificates. CWCapital is the seller of 22 of the underlying mortgage loans or 5.45% of the initial mortgage pool balance, all of which loans were underwritten by CWCapital. CWCapital was organized as a limited liability company in the state of Massachusetts in April 2002. CWCapital is an indirect majority owned subsidiary of Caisse de dépôt et placement du Québec and a wholly-owned subsidiary of CW Financial Services LLC.

Each mortgage loan referred to in this prospectus supplement (including the annexes to this prospectus supplement) as a mortgage loan to be sold to the trust by CWCapital will be sold to the trust by CWCapital Mortgage Securities I LLC or CWCapital Mortgage Securities VI LLC, each an affiliate of CWCapital. These mortgage loans were originated and closed or purchased by CWCapital and subsequently sold by CWCapital to CWCapital Mortgage Securities I LLC or CWCapital Mortgage Securities VI LLC. The representations and warranties made by CWCapital Mortgage Securities I LLC and CWCapital Mortgage Securities VI LLC in connection with the sale of these mortgage loans to the depositor will be separately made to the depositor by CWCapital, and the sole recourse to cure a material document defect or a material breach in respect of such mortgage loans or to repurchase or replace any of those mortgage loans, if defective, will be against CWCapital.

CWCapital will also act as primary servicer with respect to the mortgage loans it sells into the trust.

The principal offices (including principal servicing offices) of CWCapital are located at One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494. CWCapital’s telephone number is (781) 707-9300.

SunTrust Bank (“SunTrust”) is one of the mortgage loan sellers, but is not a sponsor with respect to the issuance of the certificates. SunTrust is the seller of 15 of the underlying mortgage loans or 4.08% of the initial mortgage pool balance, all of which loans were underwritten and originated by SunTrust. SunTrust is a Georgia banking corporation and is a wholly-owned subsidiary of SunTrust Banks, Inc. SunTrust Banks, Inc.’s common stock trades on the New York Stock Exchange under the symbol “STI.” SunTrust Bank is an affiliate of SunTrust Robinson Humphrey, Inc., an underwriter.

SunTrust Bank will also act as primary servicer with respect to the mortgage loans it sells into the trust. SunTrust Bank’s principal servicing offices are located at 303 Peachtree Street NE, 23rd Floor, Atlanta, Georgia 30308.

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

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

During the six years ending December 31, 2006, the Depositor has acted as depositor with respect to securitization transactions in an aggregate amount of approximately $38 billion. GACC has acted as sponsor of such transactions and contributed a substantial portion of the mortgage loans in such transactions, with the remainder having been contributed by other third party loan sellers. While the Depositor was depositor with respect to public securitizations in 1998 through 2000, in 2001 through 2003 it acted as depositor primarily in private securitizations of floating rate loans. In 2004, 2005 and 2006, the Depositor’s securitizations included approximately $3.0 billion, $4.3 billion and $9.7 billion, respectively, of publicly offered conduit or combined conduit/large loan securitizations, as well as several private transactions.

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

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

The issuing entity for the certificates will be CD 2007-CD5 Mortgage Trust (the “Trust”). The Trust is a New York common law trust that will be formed on the closing date pursuant to the Pooling and Servicing Agreement. The only activities that the Trust may perform are those set forth in the Pooling and Servicing Agreement, which are generally limited to owning and administering the mortgage loans and any REO property, disposing of defaulted mortgage loans and REO property, issuing the certificates, making distributions, providing reports to certificateholders and the other activities described in this prospectus supplement. Accordingly, the Trust may not issue securities other than the certificates, or invest in securities, other than investing funds in the collection account and other accounts maintained under the Pooling and Servicing Agreement in certain short-term high-quality investments. The Trust may not lend or borrow money, except that a Master Servicer and/or the Trustee, if applicable, may make advances to the Trust only to the extent that such party deems such advances to be recoverable from the related mortgage loan. These advances are intended to provide liquidity, rather than credit support. The Pooling and Servicing Agreement may be amended as set forth herein under “The Pooling and Servicing Agreement—Amendments.” The Trust administers the mortgage loans through the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicer. A discussion of the duties of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicer, including any discretionary activities performed by each of them, is set forth in this

prospectus supplement under “Transaction Parties—The Master Servicers,” “Transaction Parties—The Special Servicer,” “Transaction Parties—The Trustee” and “The Pooling and Servicing Agreement.”

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

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

Since the Trust is a common law trust, it may not be eligible for relief under the United States Bankruptcy Code (the “Bankruptcy Code”), unless it can be characterized as a “business trust” for purposes of the Bankruptcy Code. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Trust would be characterized as a “business trust.” The Depositor has been formed to be a special purpose bankruptcy remote entity. In connection with the sale of the Mortgage Loans from a Mortgage Loan Seller to the Depositor and from the Depositor to the Trust, legal opinions are required to be rendered to the effect that:

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

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

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

Capmark Finance Inc., will be one of the master servicers, in this capacity referred to as the “Capmark Master Servicer,” and, together with the Wachovia Master Servicer, each a “Master Servicer,” and will be responsible for the master servicing and administration of certain of the mortgage loans pursuant to the Pooling and Servicing Agreement. The Capmark Master Servicer’s principal servicing offices are located at 116 Welsh Road, Horsham, Pennsylvania 19044, and its telephone number is (215) 328-1258.

Capmark is a California corporation and has been servicing commercial and multifamily mortgage loans in private label commercial mortgage-backed securities transactions since 1995. As of June 30, 2006, Capmark was the master servicer and/or primary servicer of a portfolio of multifamily and commercial loans in commercial mortgage-backed securities transactions in the United States totaling approximately $131.3 billion in aggregate outstanding principal balance. The table below contains information on the size and growth of the portfolio of commercial and multifamily loans in commercial mortgage-backed securities transactions in the United States from 2004 to 2006 in respect of which Capmark has acted as master servicer and/or primary servicer:

Capmark has developed policies and procedures for the performance of its master servicing obligations in compliance with applicable servicing agreements, and the applicable servicing criteria set forth in Item 1122 of Regulation AB. These policies and procedures include, among other things, sending delinquency notices for loans prior to servicing transfer.

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

GMAC Commercial Mortgage Corporation legally changed its name to Capmark Finance Inc. in May 2006. Capmark Finance Inc. is a wholly-owned subsidiary of Capmark Financial Group Inc. (“Capmark Financial Group”), which is majority owned by an entity controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P., Five Mile Capital Partners LLC and Goldman Sachs Capital Partners. The minority owners of Capmark Financial Group consist of GMAC Mortgage Group, Inc. and certain directors and officers of Capmark Financial Group and its subsidiaries.

Capmark Servicer Ireland Limited (formerly known as GMAC Commercial Mortgage Servicing (Ireland) Limited) opened in January 2000 and is headquartered in Mullingar, Ireland. The Irish unit is engaged in servicing all European loans and deals and, as a general matter, provides certain back office functions for Capmark’s portfolio in the United States.

CapMark Overseas Processing India Private Limited opened in September 2002 and was acquired by Capmark in July 2003. CapMark Overseas Processing India Private Limited is located in Hyderabad (Andra Pradesh), India and provides certain back office functions for Capmark’s portfolio in the United States.

Each of Capmark Servicer Ireland Limited and CapMark Overseas Processing India Private Limited report to the same managing director of Capmark.

From time-to-time Capmark and its affiliates are parties to lawsuits and other legal proceedings arising in the ordinary course of business. Capmark 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 master servicer.

Wachovia Bank, National Association (“Wachovia” also referred to herein as the “Wachovia Master Servicer”) will be one of the master servicers. Wachovia will act as the master servicer under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement with respect to the Charles River Plaza North loan combination. 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 McCracken Financial Solutions software, Strategy CS. 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:

Within this portfolio, as of September 30, 2007, are approximately 20,582 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $285 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 September 30, 2007, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

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

The table below sets forth information regarding the aggregate amount of principal and interest advances and servicing advances (i) made by Wachovia, as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations master serviced by Wachovia and (ii) outstanding as of the dates indicated:

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:

The short-term debt ratings of Wachovia are “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wachovia has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wachovia’s servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in Wachovia’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation.

Wachovia may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries. Wachovia may engage third-party vendors to provide technology or process efficiencies. Wachovia monitors its third-party vendors in compliance with its internal procedures and applicable law. Wachovia has entered into contracts with third-party vendors for the following functions:

Wachovia may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on certain loans. Generally, all amounts received by Wachovia on the mortgage loans are initially deposited into a common clearing account with collections on other mortgage loans serviced by Wachovia and are then allocated and transferred to the appropriate account pursuant to the Pooling and Servicing Agreement and the applicable co-lender agreement within the time required by the Pooling and Servicing Agreement and the applicable co-lender agreement. On the day any amount is to be disbursed by Wachovia, that amount is transferred to a common disbursement account prior to disbursement.

Wachovia will not have primary responsibility for custody services of original documents evidencing the mortgage loans. On occasion, Wachovia may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent Wachovia performs custodial functions as a master servicer, documents will be maintained in a manner consistent with the Servicing Standard.

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

The information set forth herein regarding Wachovia has been provided by Wachovia Bank, National Association.

KeyCorp Real Estate Capital Markets, Inc., as Master Servicer with respect to the USFS Industrial Distribution Portfolio loan, the 85 Tenth Avenue loan and the Georgian Towers loan

KeyCorp Real Estate Capital Markets, Inc. (“KRECM”), will act as the master servicer under the COMM 2007-C9 Pooling and Servicing Agreement with respect to the USFS Industrial Distribution Portfolio loan, the 85 Tenth Avenue loan and the Georgian Towers loan. KRECM maintains servicing offices at 911 Main Street, Suite 1500, Kansas City, Missouri 64105 and 1717 Main Street, Suite 1000, Dallas, Texas 75201.

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

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

LNR Partners, Inc. (“LNR Partners“), a Florida corporation and a subsidiary of LNR Property Holdings Ltd. (“LNR“), will initially be appointed as special servicer (the “Special Servicer“) for the mortgage pool (other than with respect to the Charles River Plaza North loan). Pursuant to the COMM 2007-9 pooling and servicing agreement, LNR Partners acts as special servicer for the USFS Industrial Distribution Portfolio loan, the 85 Tenth Avenue loan and the Georgian Towers loan. The principal executive offices of LNR Partners are located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305)-695-5600. LNR through its subsidiaries, affiliates and joint ventures, is involved in the real estate investment, finance and management business and engages principally in:

LNR Partners and its affiliates have substantial experience in working out loans and in performing the other obligations of the special servicer as more particularly described in the Pooling and Servicing Agreement, including, but not limited to, processing borrower requests for lender consent to assumptions, leases, easements, partial releases and expansion and/or redevelopment of the mortgaged properties. LNR Partners and its affiliates have been engaged in the special servicing of commercial real estate assets for over 14 years. The number of CMBS pools specially serviced by LNR Partners and its affiliates has increased from 46 in December 1998 to 207 as of September 30, 2007. More specifically, LNR Partners (and its predecessors in interest) acted as special servicer with respect to: (a) 84 domestic CMBS pools as of December 31, 2001, with a then current face value in excess of $53 billion; (b) 101 domestic CMBS pools as of December 31, 2002, with a then current face value in excess of $67 billion; (c) 113 domestic CMBS pools as of December 31, 2003, with a then current face value in excess of $79 billion; (d) 134 domestic CMBS pools as of December 31, 2004, with a then current face value in excess of $111 billion; (e) 142 domestic CMBS pools as of December 31, 2005, with a then current face value in excess of $148 billion (f) 143 domestic CMBS pools as of December 31, 2006, with a then current face value in excess of $201 billion and (g) 149 domestic CMBS pools as of September 30, 2007 with a then current face value in excess of $244 billion. Additionally, LNR Partners has resolved over $18.0 billion of U.S. commercial and multifamily loans over the past 14 years, including approximately $1.1 billion of U.S. commercial and multifamily mortgage loans during 2001, $1.9 billion of U.S. commercial and multifamily mortgage loans during 2002, $1.5 billion of U.S. commercial and multifamily mortgage loans

during 2003, $2.1 billion of U.S. commercial and multifamily mortgage loans during 2004, $2.4 billion of U.S. commercial and multifamily mortgage loans during 2005, $0.9 billion of U.S. commercial and multifamily mortgage loans during 2006 and $0.5 billion for the nine months ended September 30, 2007.

LNR or one of its affiliates generally seeks investments where it has the right to appoint LNR Partners as the special servicer. LNR Partners and its affiliates have regional offices located across the country in Florida, Georgia, Texas, Massachusetts, North Carolina, California and Colorado, and in Europe, in England and Germany. As of September 30, 2007, LNR Partners had approximately 200 employees responsible for the special servicing of commercial real estate assets. As of September 30, 2007, LNR Partners and its affiliates specially service a portfolio, which included over 28,000 assets in the 50 states, the District of Columbia, Europe, the Caribbean, Guam and Mexico with a then current face value of over $320 billion, all of which are commercial real estate assets. Those commercial real estate assets include mortgage loans secured by the same types of income producing properties as secure the mortgage loans backing the Certificates. Accordingly, the assets of LNR Partners and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. LNR Partners does not service any assets other than commercial real estate assets.

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

LNR Partners has the highest ratings afforded to special servicers by S&P and Fitch, respectively.

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

LNR Partners will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, LNR Partners may have custody of certain of such documents as necessary for enforcement actions

involving particular mortgage loans or otherwise. To the extent that LNR Partners has custody of any such documents, such documents will be maintained in a manner consistent with the Wachovia/Special Servicer Servicing Standard.

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

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

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against LNR Partners or of which any of its property is the subject, that is material to the CD 2007-CD5 certificateholders.

LNR Partners is not an affiliate of the depositor, the sponsors, the trust, the master servicers, the certificate administrator, the trustee or any originator of any of the underlying mortgage loans identified in this prospectus supplement.

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

CWCapital Asset Management LLC, as Special Servicer with respect to the Charles River Plaza North loan

CWCapital Asset Management LLC (“CWCAM”) will act as the special servicer under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement with respect to the Charles River Plaza North mortgage loan. CWCAM’s principal servicing offices are located at 701 Thirteenth Street N.W., Suite 1000, Washington, D.C. 20005.

Wells Fargo Bank, National Association (the “Trustee”) will act as Trustee under the Pooling and Servicing Agreement. The Trustee 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. The Trustee 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 Certificate Administrator, the Master Servicers, the Special Servicer and any primary servicer may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. The Trustee’s principal corporate trust offices are located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations).

Wells Fargo Bank’s assessment of compliance with applicable servicing criteria 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 criterion 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.

The Trustee shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicers or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicers or the Special Servicer, as the case may be, as described herein under “The Pooling and Servicing Agreement—Rights Upon Event of Default”) and (ii) an institution whose long-term senior unsecured debt is rated at least “A+” by S&P and “Aa3” by Moody’s and whose short-term unsecured debt is rated at least “A-1” by S&P and “P-1” by Moody’s or such other ratings as are acceptable to the rating agencies or has a fiscal agent appointed with such minimum ratings.

Wells Fargo Bank has provided corporate trust services since 1934. Wells Fargo Bank acts as trustee with respect to a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations. As of September 30, 2007, the Trustee was acting as trustee on more than 300 series of commercial mortgage-backed securities with an aggregate principal balance of approximately $375 billion.

In its capacity as trustee on commercial mortgage securitizations, the Trustee is generally required to make an advance if the related master servicer or special servicer fails to make a required advance. In the past three years, the Trustee has not been required to make an advance on a commercial mortgage-backed securities transaction.

Certain information set forth in this prospectus supplement concerning the Trustee has been provided by it. The Trustee makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of the Trustee), the certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information provided by the Trustee) or any related documents and will not be accountable for the use or application by or on behalf of the Master Servicers of any funds paid to the Master Servicers or any Special Servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of any Master Servicer or any Special Servicer. The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that if no event of default has occurred and is continuing, the Trustee will be required to perform, and will be liable for, only those duties specifically required under the Pooling and Servicing Agreement. Upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the Pooling and Servicing Agreement, the Trustee will be required to

examine those documents and to determine whether they conform to the requirements of that agreement. After the occurrence of any event of default, the Trustee is required to promptly transmit by mail to the Depositor, each rating agency and all certificateholders notice of such occurrence, unless such default shall have been cured.

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

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

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

The Trustee will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicers, the Special Servicer, the Certificate Administrator and each rating agency. Upon receiving this notice of resignation, the Depositor will be required to promptly appoint a successor Trustee acceptable to the Master Servicers. If no successor Trustee shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Trustee may petition any court of competent jurisdiction to appoint a successor Trustee.

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

At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property securing the same is located, the Trustee will have the power to appoint one or more persons or entities approved by the Trustee to act

(at the expense of the Trustee) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such co-trustee or separate trustee such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Except as required by applicable law, the appointment of a co-trustee or separate trustee will not relieve the Trustee of its responsibilities, obligations and liabilities under the Pooling and Servicing Agreement to the extent set forth therein.

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

Deutsche Bank Trust Company Americas (“DBTCA”) will serve as Certificate Administrator (the “Certificate Administrator”). DBTCA is a New York banking corporation which has an office in Santa Ana, California. DBTCA has previously been appointed to the role of trustee or certificate administrator for over 110 mortgage-backed transactions totaling over 35 billion in initial principal amount of securities issued in which commercial mortgages comprised the asset pool and has significant experience in this area. As Certificate Administrator, DBTCA will be calculating certain items and reporting as set forth in the Pooling and Servicing Agreement. DBTCA has acted as calculation agent in numerous mortgage-backed transactions since 1991. DBTCA has no pending legal proceedings that would materially affect its ability to perform its duties as Certificate Administrator on behalf of the Holders. DBTCA may perform certain of its obligations through one or more third party vendors. However, DBTCA shall remain liable for the duties and obligations required of it under the Pooling and Servicing Agreement.

There have been no material changes to the Certificate Administrator’s policies or procedures with respect to its securities administration function in mortgage-backed transactions other than changes required by applicable laws during the past three years.

DBTCA is providing the information in the foregoing paragraphs at the depositor’s request in order to assist the depositor with the preparation of its disclosure documents to be filed with the SEC pursuant to Regulation AB. Otherwise, DBTCA has not participated in the preparation of such disclosure documents and assumes no responsibility or liability for their contents.

The Certificate Administrator shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicers or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A+” by S&P and “Aa3” by Moody’s and whose short-term unsecured debt is rated at least “A-1” by S&P and “P-1” by Moody’s or such other ratings as are acceptable to the rating agencies or has a fiscal agent appointed with such minimum ratings.

The Certificate Administrator makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of the Certificate Administrator), the certificates, the mortgage loans, this prospectus supplement (other than as to the accuracy of the information provided by the Certificate Administrator) or any related documents and will not be accountable for the use or application by or on behalf of the Master Servicers of any funds paid to the Master Servicers or

any Special Servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of any Master Servicer or any Special Servicer. The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith.

The Pooling and Servicing Agreement provides that the Certificate Administrator shall not be liable for an error of judgment made in good faith by a responsible officer of the Certificate Administrator, unless it shall be proved that the Certificate Administrator was negligent in ascertaining the pertinent facts. In addition, the Certificate Administrator is not liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of Certificates entitled to at least 50% of the voting rights relating to the time, method and place of conducting any proceeding for any remedy available to the Certificate Administrator, or exercising any trust or power conferred upon the Certificate Administrator, under the Pooling and Servicing Agreement (unless a higher percentage of voting rights is required for such action).

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

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

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

The Certificate Administrator will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicers, the Special Servicer, the Trustee and each rating agency. Upon receiving this notice of resignation, the Trustee will be required to promptly appoint a successor Certificate Administrator (which may be the Trustee). If no successor Certificate Administrator shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Certificate Administrator may petition any court of competent jurisdiction to appoint a successor Certificate Administrator.

As compensation for the performance of its routine duties, the Trustee and Certificate Administrator will each be paid a fee (collectively, the “Trustee/Certificate Administrator Fee”). The Trustee/Certificate Administrator Fee will be payable monthly from amounts received in respect of interest on each Mortgage Loan (prior to application of such interest payments to make payments on the certificates) and will accrue at a rate (the “Trustee/Certificate Administrator Fee Rate”), equal to, in the aggregate, 0.00070% per annum, and will be computed on the basis of the Stated Principal Balance of the related mortgage loan as of the preceding distribution date. In addition, the Trustee and Certificate Administrator will each be entitled to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Pooling

and Servicing Agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee or Certificate Administrator, as applicable, under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith.

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

Using information set forth in this prospectus supplement, the Certificate Administrator will develop the cash flow model for the Trust Fund. Based on the monthly loan information provided by the Master Servicers, the Certificate Administrator will calculate the amount of principal and interest to be paid to each class of Certificates on each Distribution Date. In accordance with the cash flow model and based on the monthly loan information provided by the Master Servicers, the Certificate Administrator will perform distribution calculations, remit distributions on the Distribution Date to certificateholders and prepare a monthly statement to certificateholders detailing the payments received and the activity on the Mortgage Loans during the collection period. In performing these obligations, the Certificate Administrator will be able to conclusively rely on the information provided to it by the Master Servicers, and the Certificate Administrator will not be required to recompute, recalculate or verify the information provided to it by the Master Servicers. As paying agent, the Certificate Administrator is responsible for the preparation of all REMIC and grantor trust tax returns on behalf of the Trust Fund, the preparation and filing of certain reports on Form 8-K, the preparation and filing of monthly reports on Form 10-D and the preparation and filing of annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the issuing Trust Fund.

The Trustee is acting as custodian of the Mortgage Loan files pursuant to the Pooling and Servicing Agreement (or, with respect to (i) each of the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan and the Georgian Towers Loan, the COMM 2007-C9 Pooling and Servicing Agreement and (ii) the Charles River Plaza North Loan, the COBALT CMBS 2007-C3 Pooling and Servicing Agreement) (in such capacity, the “Custodian”). The Custodian is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the Trustee and the Certificateholders. In its capacity as Custodian, the Trustee will hold the Mortgage Loan files exclusively for the use and benefit of the Trust Fund. The Custodian will not have any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid. The disposition of the Mortgage Loan files will be governed by the Pooling and Servicing Agreement (or, with respect to (i) each of the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan and the Georgian Towers Loan, the COMM 2007-C9 Pooling and Servicing Agreement and (ii) the Charles River Plaza North Loan, the COBALT CMBS 2007-C3 Pooling and Servicing Agreement). Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction and/or issuer. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of December 31, 2006, Wells Fargo Bank was acting as custodian of more than 43,000 commercial mortgage loan files.

German American Capital Corporation, a sponsor and mortgage loan seller, is an affiliate of Deutsche Bank Securities, Inc., an underwriter, Deutsche Bank Trust Company Americas, the Certificate Administrator and Deutsche Mortgage & Asset Receiving Corporation, the depositor.

Deutsche Bank Trust Company Americas, the Certificate Administrator, is an affiliate of German American Capital Corporation, a sponsor and mortgage loan seller, Deutsche Bank Securities, Inc., an underwriter and Deutsche Mortgage & Asset Receiving Corporation, the depositor.

Citigroup Global Markets Realty Corp., a sponsor and mortgage loan seller, is an affiliate of Citigroup Global Markets Inc., an underwriter, and both are affiliates of an entity that owns approximately 79% of the equity interests of the borrower with respect to the mortgage loan identified as CGM RRI Hotel Portfolio on Annex A-1 to the prospectus supplement.

The Mortgage Loans that will be sold to the Depositor by Artesia Mortgage Capital Corporation, a sponsor and mortgage loan seller, were previously the subject of a custodial arrangement between Artesia and Wells Fargo Bank, N.A. in which Wells Fargo Bank, N.A. acted as a document custodian for Artesia. The terms of the custodial arrangement are customary for agreements in the commercial mortgage securitization industry providing for the delivery, receipt, review and safekeeping of mortgage loan files.

Wachovia Bank, National Association is currently servicing the Mortgage Loans that will be sold to the Depositor by Citigroup Global Markets Realty Corp., a sponsor, mortgage loan seller and affiliate of Citigroup Global Markets Inc., an underwriter, pursuant to an interim servicing arrangement between CGMRC and Wachovia. The terms of the interim servicing arrangement are customary for agreements in the commercial mortgage securitization industry providing for the servicing of mortgage loans. There are currently no outstanding property protection advances made by Wachovia on any underlying mortgage loans being contributed by Citigroup that were serviced by Wachovia prior to their inclusion in the trust.

Wachovia Bank, National Association is currently servicing 46 of the Mortgage Loans that will be sold to the Depositor by Artesia Mortgage Capital Corporation, a sponsor and mortgage loan seller, pursuant to an interim servicing arrangement between Artesia and Wachovia. The terms of the interim servicing agreement are customary for agreements in the commercial mortgage securitization industry providing for the servicing of mortgage loans. There are currently no outstanding property protection advances made by Wachovia on any underlying mortgage loans being contributed by Artesia that were serviced by Wachovia prior to their inclusion in the trust.

Citigroup Global Markets Realty Corp., a sponsor, mortgage loan seller and affiliate of Citigroup Global Markets Inc., an underwriter, and/or its affiliate provided financing to CWCapital LLC and its affiliates in order to fund a portion of the Mortgage Loans sold to the Trust under the related Mortgage Loan Purchase Agreement, which financing arrangements must be terminated on or prior to the Closing Date. All amounts owing to Citigroup Global Markets Realty Corp. and/or its affiliate in connection with such financing arrangements (solely with respect to such Mortgage Loans) must be repaid by the Closing Date from the proceeds of the offering of the certificates. This may result in a conflict of interest between the interests of Citigroup Global Markets Realty Corp. and/or its affiliate and the interests of the holders of the certificates.

SunTrust Bank, a mortgage loan seller and a primary servicer, is an affiliate of SunTrust Robinson Humphrey, Inc., one of the underwriters.

The Trust (or the “Trust Fund”) to be created by the Depositor will consist of a pool (the “Mortgage Pool”) of 161 fixed-rate mortgage loans (each, a “Mortgage Loan,“ and collectively, the “Mortgage Loans”) secured by first liens on 258 commercial and multifamily and manufactured housing community properties (each, a “Mortgaged Property,“ and collectively, the “Mortgaged Properties”). The Mortgage Pool has an aggregate principal balance as of the Cut-off Date of approximately $2,094,183,817 (the “Initial Outstanding Pool Balance”). The principal balances of the Mortgage Loans as of the later of the related due date of such Mortgage Loan in November 2007 and the date of origination of such Mortgage Loan (the “Cut-off Date”) (each, a “Cut-off Date Balance”) will range from $1,000,000 to $160,000,000 and the average Cut-off Date Balance will be $13,007,353 subject to a variance of plus or minus 5.0%. The pool of Mortgage Loans will be deemed to consist of two Loan Groups (“Loan Group 1” and “Loan Group 2,” and collectively, the “Loan Groups”). Loan Group 1 will consist of 135 Mortgage Loans, representing 83.17% of the Initial Outstanding Pool Balance (the “Initial Loan Group 1 Balance”). Loan Group 2 will consist of 26 Mortgage Loans (or 100.00% of the aggregate principal balance of the mortgage loans secured by multifamily properties and 100.00% of the aggregate principal balance of the mortgage loans secured by manufactured housing community properties), representing 16.83% of the Initial Outstanding Pool Balance (the “Initial Loan Group 2 Balance”). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. All numerical information provided herein with respect to the Mortgage Loans is provided on an approximate basis. All percentages of the Mortgage Pool, or of any specified sub-group thereof, referred to herein without further description are approximate percentages of the Initial Outstanding Pool Balance. Descriptions of the terms and provisions of the Mortgage Loans are generalized descriptions of the terms and provisions of the Mortgage Loans in the aggregate. Many of the individual Mortgage Loans have specific terms and provisions that deviate from the general description.

Each of the Lincoln Square loan, the USFS Industrial Distribution Portfolio loan, the Charles River Plaza North loan, the 85 Tenth Avenue loan, the Georgian Towers loan, the Seattle Space Needle loan and the CGM RRI Hotel Portfolio loan has one or more companion loans. Each companion loan is referred to in this prospectus supplement as a “Companion Loan.” Each Mortgage Loan together with its related Companion Loans, is referred to in this prospectus supplement as a “Loan Combination.” None of the Companion Loans are included in the Mortgage Pool. Certain of the Companion Loans are pari passu in right of payment with the related Mortgage Loan. Each pari passu Companion Loan is referred to in this prospectus supplement as a “Pari Passu Companion Loan.” Each of the USFS Industrial Distribution Portfolio loan, the Charles River Plaza North loan, the 85 Tenth Avenue loan and the Georgian Towers loan is sometimes referred to as a “Non-Serviced Mortgage Loan.” Certain of the Companion Loans are subordinate in right of payment to the related Mortgage Loan. Each B Loan is referred to in this prospectus supplement as a “B Loan.” The Companion Loans related to the Lincoln Square loan, the Seattle Space Needle loan and the CGM RRI Hotel Portfolio loan are being serviced under the Pooling and Servicing Agreement and each such Companion Loan is sometimes referred to in this prospectus supplement as a “Serviced Companion Loan” and together with the related Mortgage Loan, as a “Serviced Loan Combination.”

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

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

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

No Mortgage Loan has an outstanding principal balance as of the Cut-off Date which exceeds 7.64% of the Initial Pool Balance.

The following table sets forth information regarding the ten largest Mortgage Loans and/or cross-collateralized groups in the pool, which represent, in the aggregate, approximately 39.57% of the Initial Pool Balance.

The Depositor will purchase the Mortgage Loans to be included in the Trust Fund on or before the Closing Date from GACC, CGMRC, Artesia, CWCapital LLC and SunTrust Bank, pursuant to five separate mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), to be dated the Closing Date between the related Mortgage Loan Seller and the Depositor. See “Transaction Parties—The Sponsors” in this prospectus supplement.

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

Subject to the information contained in the following sentence, each of the Mortgage Loan Sellers will make certain representations and warranties with respect to the Mortgage Loans sold by it (or, in the case of the USFS Industrial Distribution Portfolio Loan the applicable portions thereof) and, with respect to a breach of a representation or warranty that materially and adversely (i) affects the value of a Mortgage Loan sold by it, (ii) affects the value of the related Mortgaged Property or (iii) affects the interests of the Trustee or any holders of the Certificates therein, the related Mortgage Loan Seller generally will be required to cure such breach, repurchase the Mortgage Loan (or, in the case of the USFS Industrial Distribution Portfolio Loan, the applicable portions thereof) or substitute another loan for that Mortgage Loan. See “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Each Mortgage Loan referred to in this prospectus supplement (including the annexes to this prospectus supplement) as a mortgage loan to be sold to the Trust by CWCapital LLC will be sold to the Trust by CWCapital Mortgage Securities I LLC or CWCapital Mortgage Securities VI LLC, each an affiliate of CWCapital LLC. These Mortgage Loans were originated and closed or purchased by CWCapital LLC and subsequently sold by CWCapital LLC to CWCapital Mortgage Securities I LLC or CWCapital Mortgage Securities VI LLC. The representations and warranties made by CWCapital Mortgage Securities I LLC and CWCapital Mortgage Securities VI LLC in connection with the sale of these Mortgage Loans to the Depositor will be separately made to the Depositor by CWCapital LLC, and the sole recourse to cure a material document defect or a material breach in respect of such Mortgage Loans or to repurchase or replace any of those Mortgage Loans, if defective, will be against CWCapital LLC.

The information set forth herein concerning the Mortgage Loan Sellers and, with respect to those Mortgage Loan Sellers which are also Sponsors, the underwriting conducted by each such Mortgage Loan Seller with respect to the related Mortgage Loans, has been provided by the respective Mortgage Loan Sellers.

A description of the underwriting standards of each Mortgage Loan Seller which is a Sponsor is set forth above under “Transaction Parties—The Sponsors” in this prospectus supplement.

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

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

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

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

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

Property Condition Assessments. The Mortgage Loan Sellers have informed the Depositor that, with certain limited exceptions, inspections of most of the Mortgaged Properties (or updates of previously conducted inspections) were conducted by independent licensed engineers or other representatives or designees of the related Mortgage Loan Seller within the 18-month period prior to the Cut-off Date. Such inspections were commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems (in most cases) and the general condition of the site, buildings and other improvements located at a Mortgaged Property. With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital expenditures. The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment. In some (but not all) instances, cash reserves were established with the lender to fund such deferred maintenance and/or replacement items.

Appraisals and Market Analysis. The Mortgage Loan Sellers have informed the Depositor that an appraisal or market analysis for all of the Mortgaged Properties was performed (or an existing appraisal was updated) on behalf of the related Mortgage Loan Seller within the 19-month period prior to the Cut-off Date. Each such appraisal was conducted by an independent appraiser that is state certified and/or designated as a Member of the Appraisal Institute (“MAI”), in order to provide an opinion as to the market value of the related Mortgaged Property. In general, such appraisals represent the analysis and opinion of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and the

same method of appraising the Mortgaged Property. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals and Market Studies Have Certain Limitations” in this prospectus supplement.

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

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

With respect to the Mortgage Loan identified as Lincoln Square on Annex A-1 to this prospectus supplement (the “Lincoln Square Loan”) representing approximately 7.64% of the Initial Outstanding Pool Balance and 9.19% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $160,000,000, the related Mortgaged Property also secures one other mortgage loan that is pari passu in right of payment with the Lincoln Square Loan (the “Lincoln Square Pari Passu Companion Loan” and, together with the Lincoln Square Loan, the “Lincoln Square Senior Loans”) and one subordinate mortgage loan (the “Lincoln Square B Loan,” and together with the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan, the “Lincoln Square Loan Combination”). Only the Lincoln Square Loan is included in the trust.

The Lincoln Square Pari Passu Companion Loan has a Cut-Off Balance of $60,000,000 and is currently held by Citigroup Global Markets Realty Corp. The Lincoln Square B Loan has a Cut-Off Balance of $65,000,000 and is currently held by Citigroup Global Markets Realty Corp.

For the purpose of the information presented in this prospectus supplement with respect to the Lincoln Square Loan, the loan per net rentable area ratio, the debt service coverage ratio and the loan-to-value ratio reflect the aggregate indebtedness evidenced by the Lincoln Square Senior Loans, but exclude the Lincoln Square B Loan.

General. The Lincoln Square Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement. The applicable Master Servicer or the Trustee, as applicable, will be obligated to make Property Advances with respect to the Lincoln Square Loan Combination unless the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Lincoln Square Loan Combination.

Distributions. The holders of the Lincoln Square Senior Loans and the Lincoln Square B Loan have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the Lincoln Square Loan Combination (the “Lincoln Square Co-Lender Agreement”). Pursuant to the Lincoln Square Co-Lender Agreement, following the allocation of payments to each mortgage loan in the Lincoln Square Loan Combination in accordance with the related loan documents, unless there exist either (a) certain monetary events of default as to the Lincoln Square Loan or the Lincoln Square Pari Passu Companion Loan for which the holder of the Lincoln Square B Loan has not exercised its cure rights as described under “—Cure Rights” below, or (b) certain non-monetary events of default with respect to the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan at a time when the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan are being specially serviced, collections on the Lincoln Square Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Pursuant to the Lincoln Square Co-Lender Agreement, during the continuance of: (a) certain monetary events of default with respect to the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan for which the Lincoln Square B Loan Holder has not exercised its cure rights as described under “—Cure Rights” below, or (b) certain non-monetary events of default with respect to the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan at a time when the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan are being specially serviced, collections on the Lincoln Square Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Consent Rights. Subject to the second following paragraph, the Lincoln Square Directing Holder will be entitled to advise the applicable Master Servicer and the Special Servicer with respect to the following actions thereof; and the applicable Master Servicer or the Special Servicer will not be permitted to take any of the following actions unless it has notified the respective holders of the mortgage loans constituting the Lincoln Square Loan Combination and the Lincoln Square Directing Holder has not objected within 10 business days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Master Servicer or the Special Servicer, as the case may be, within such 10-business day period, then the Lincoln Square Directing Holder’s approval will be deemed to have been given):

provided that, in the event that the applicable Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the holders of the mortgage loans constituting the Lincoln Square Loan Combination (as a collective whole), the applicable Master Servicer or the Special Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate under the Pooling and Servicing Agreement, may consent to the applicable Master Servicer’s taking) any such action without waiting for the Lincoln Square Directing Holder’s response.

Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Lincoln Square Directing Holder may (and the applicable Master Servicer or the Special Servicer, as the case may be, will be required to ignore and act without regard to any such advice, direction or objection that such servicer has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the Lincoln Square Co-Lender Agreement or the Lincoln Square Pooling and Servicing Agreement, the mortgage loan documents or applicable law or result in certain adverse tax consequences specified in the Lincoln Square Co-Lender Agreement. Furthermore, the applicable Master Servicer or the Special Servicer, as the case may be, will not be obligated to seek approval from the Lincoln Square Directing Holder for any actions to be taken by such servicer with respect to the workout or liquidation of the Lincoln Square Loan Combination if: (i) such servicer has notified the Lincoln Square Directing Holder in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of the Lincoln Square Loan Combination; and (ii) for 60 days following the first such notice, the Lincoln Square Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the applicable servicing standard.

Under the Lincoln Square Co-Lender Agreement, following the preparation of any required appraisal following an appraisal trigger event under the Pooling and Servicing Agreement and the Lincoln Square Co-Lender Agreement, the Lincoln Square Directing Holder will have the right to direct the Special Servicer to hire an appraiser reasonably satisfactory to the Lincoln Square Directing Holder to prepare a second appraisal of the Lincoln Square Mortgaged Property at the expense of the Lincoln Square Directing Holder. If the appraised value of the Lincoln Square Mortgaged Property determined by the second appraisal does not differ from that used in determining the Appraisal Reduction Amount by more than 10%, the first appraisal shall be utilized to determine the allocation of the Appraisal Reduction Amount to the principal balances of the Lincoln Square B Loan. If the appraised value of the Lincoln Square Mortgaged Property determined by the second appraisal differs from that used in determining the Appraisal Reduction Amount by more than 10%, the Special Servicer will be required to direct the appraisers to jointly appoint a third appraiser, at the expense of the holder of the Lincoln Square B Loan, to reconcile the differences between the appraised values determined under each appraisal; provided that the appraised value of the Lincoln Square Mortgaged Property set forth in the first appraisal will be used to calculate any Appraisal Reduction Amount until the determination of the third appraiser is rendered. The determination of the third appraiser will be the final and binding determination of the appraised value of the Lincoln Square Mortgaged Property for purposes of the Lincoln Square Co-Lender Agreement until the preparation of a new appraisal, if any, is required in accordance with the terms of the Pooling and Servicing Agreement.

In addition, subject to the satisfaction of certain conditions specified in the Lincoln Square Co-Lender Agreement, within ten business days after receipt by the Lincoln Square B Loan Holder of notice indicating that it is no longer the Lincoln Square Directing Holder, the holder of the Lincoln Square B Loan may elect to post with the holders of the Lincoln Square Senior Loans cash, letters of credit in form and substance satisfactory to such holder and the rating agencies, or U.S. government securities that have maturities of not more than 30 days meeting rating agency criteria as “eligible investments” or “permitted investments” in an amount which, when added to and for this purpose considered a part of the appraised value of the Lincoln Square Mortgaged Property, will cause the holder of the Lincoln Square B Loan to remain the Lincoln Square Directing Holder. Upon providing written notice of its intent to exercise that option, the holder of the Lincoln Square B Loan will be required to post any such reserve collateral as quickly as practicable (but in no event more than three business days following the receipt of the above notice). Upon the posting of such reserve collateral, the holder of the Lincoln Square B Loan will be entitled to exercise all of the rights of the Lincoln Square Directing Holder under the Lincoln Square Co-Lender Agreement; provided, however, that such posting of such reserve collateral will not prevent the holder of the Lincoln Square B Loan from losing its status as the Lincoln Square Directing Holder again (provided that the reserve collateral will be taken into account in determining the Lincoln Square Mortgaged Property’s value when calculating whether the holder of the Lincoln Square B Loan is no longer the Lincoln Square Directing Holder), in which event the foregoing provisions described in this paragraph will again apply and the holder of the Lincoln Square B Loan will again be entitled to post reserve collateral.

Notwithstanding the foregoing, if the appraised value of the Lincoln Square Mortgaged Property has increased such that the holder of the Lincoln Square B Loan is the Lincoln Square Directing Holder without regard to any such reserve collateral, then the holder of the Lincoln Square Senior Loans will release the then remaining reserve collateral upon the written request of the holder of the Lincoln Square B Loan and such holder’s payment of any costs and expenses in connection with the release.

Termination of Special Servicer. The Controlling Class Representative will be entitled to appoint and replace the special servicer with respect to the Lincoln Square Loan Combination, subject to receipt of a “no downgrade” letter from the applicable rating agencies. In addition, the holder of the Lincoln Square B Loan, so long as it is the Directing Holder with respect to the Lincoln Square Loan Combination, will have the right to terminate the existing special servicer with respect to the Lincoln Square Loan Combination, with or without cause, and appoint a successor to any special servicer, with respect to the Lincoln Square Loan Combination, that has resigned or been terminated, and the Controlling Class Representative cannot terminate a special servicer appointed by the holder of the Lincoln Square B Loan (so long as it is the Directing Lender with respect to the Lincoln Square Loan Combination), without cause; provided that any such replacement of the special servicer by such Directing Lender or its designee shall be subject to the terms and conditions of the Pooling and Servicing Agreement, including, without limitation, the requirement that such Directing Lender or its designee desiring to effect such replacement deliver to the Trustee “no downgrade” letters from the applicable rating agencies.

Cure Rights. The holder of the Lincoln Square B Loan (or its designee) has a right to cure an event of default on the Lincoln Square Loan Combination (i) within 10 days of receipt of notice of the subject event of default, if such default is a monetary default or (ii) within the later of (A) 10 days after the expiration of the applicable grace period for the subject event of default and (B) 30 days of receipt of notice of the subject event of default, if such default is a non-monetary default; provided that (1) a cure event may not exceed three consecutive months and (2) no more than six cure events are permitted during the term of the Lincoln Square Loan Combination. Under certain circumstances specified in the Lincoln Square Co-Lender Agreement, the 30-day cure period may be extended for an additional 45 days for a total of up to 75 days.

Purchase Option. If and for so long as the Lincoln Square Loan Combination is specially serviced and a scheduled payment on the Lincoln Square Loan Combination is at least 60 days delinquent, the holder of the Lincoln Square B Loan has the option to purchase the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan (together only) at a price generally equal to the aggregate unpaid principal balance of the Lincoln Square Loan and the Lincoln Square Pari Passu Companion Loan, together with

all accrued unpaid interest on those loans (other than Default Interest) to but not including the date of such purchase, and any servicing compensation, advances and interest on advances payable or reimbursable to any party to the pooling and servicing agreement pursuant thereto (but exclusive of any prepayment consideration and late payment charges).

With respect to the Mortgage Loan identified as USFS Industrial Distribution Portfolio on Annex A-1 to this prospectus supplement (the “USFS Industrial Distribution Portfolio Loan”), representing approximately 7.52% of the Initial Outstanding Pool Balance and 9.04% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $157,463,751, the related Mortgaged Property also secures four other mortgage loans that are pari passu in right of payment with the USFS Industrial Distribution Portfolio Loan (the “USFS Industrial Distribution Portfolio Pari Passu Loan A-1,” the “USFS Industrial Distribution Portfolio Pari Passu Loan A-3,” the “USFS Industrial Distribution Portfolio Pari Passu Loan A-4” and the “USFS Industrial Distribution Portfolio Pari Passu Loan A-5,” collectively, the “USFS Industrial Distribution Portfolio Pari Passu Loans” and together with the USFS Industrial Distribution Portfolio Loan, the “USFS Industrial Distribution Portfolio Loan Combination”). The USFS Industrial Distribution Portfolio Pari Passu Loan A-1 has a Cut-Off Date Balance of $89,754,335 and is an asset in the COMM 2007-C9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates securitization (“COMM 2007-C9”). The USFS Industrial Distribution Portfolio Pari Passu Loan A-3 has a Cut-Off Date Balance of $67,709,413 and is currently an asset in the Greenwich Capital Commercial Funding Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-GG11 securitization. The USFS Industrial Distribution Portfolio Pari Passu Loan A-4 has a Cut-Off Date Balance of $67,709,413 and is currently an asset in the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC20 securitization. The USFS Industrial Distribution Portfolio Pari Passu Loan A-5 has a Cut-Off Date Balance of $89,754,338, is currently held by Morgan Stanley Mortgage Capital Holdings LLC and is expected to be deposited into the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ16 securitization. Only the USFS Industrial Distribution Portfolio Loan is included in the trust. The USFS Industrial Distribution Portfolio Pari Passu Loans are not assets of the trust.

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

General. The USFS Industrial Distribution Portfolio Loan Combination will be serviced pursuant to the terms of the pooling and servicing agreement that governs the COMM 2007-C9 transaction (the “COMM 2007-C9 Pooling and Servicing Agreement”), which contains provisions substantially similar to, but not necessarily identical with the provisions of the Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the USFS Industrial Distribution Portfolio Loan Combination will be effected in accordance with the COMM 2007-C9 Pooling and Servicing Agreement). The master servicer under the COMM 2007-C9 Pooling and Servicing Agreement (the “COMM 2007-C9 Master Servicer”), or the trustee under the COMM 2007-C9 Pooling and Servicing Agreement (the “COMM 2007-C9 Trustee”), as applicable, is obligated to make any required P&I advances on the USFS Industrial Distribution Portfolio Loan unless the COMM 2007-C9 Master Servicer, the COMM 2007-C9 Special Servicer or the COMM 2007-C9 Trustee, as applicable, determines that such an advance would not be recoverable from collections on the USFS Industrial Distribution Portfolio Loan Combination.

Distributions. The holders of the USFS Industrial Distribution Portfolio Loan and the USFS Industrial Distribution Portfolio Pari Passu Loans have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the USFS Industrial Distribution Portfolio Loan Combination and provides, in general, that:

Consultation and Consent. Any decision to be made with respect to the USFS Industrial Distribution Portfolio Loan Combination that requires the approval of the controlling class representative under the COMM 2007-C9 Pooling and Servicing Agreement (the “COMM 2007-C9 Directing Holder”) or otherwise requires approval under the related co-lender agreement (including the termination of the COMM 2007-C9 Special Servicer and the appointment of a successor special servicer) will require the approval of the COMM 2007-C9 Directing Holder. In the event a decision is to be made with respect to any of the actions listed below or any other decisions that require approval of the COMM 2007-C9 Directing Holder under the COMM 2007-C9 Pooling and Servicing Agreement or under the related co-lender agreement, the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, is required to provide the holders of the USFS Industrial Distribution Portfolio Pari Passu Loans prompt notice that such a determination is to be made. The holders of the USFS Industrial Distribution Portfolio Pari Passu Loans or their representatives have the non-binding right to consult with the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, with respect to any such action. Pursuant to the related co-lender agreement, each holder of the USFS Industrial Distribution Portfolio Loan and the USFS Industrial Distribution Portfolio Pari Passu Loans may consult separately with the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, about a particular course of action. Approval from the COMM 2007-C9 Directing Holder is required with respect to the following actions; provided that if the COMM 2007-C9 Directing Holder does not approve or disapprove any of the following actions within ten business days, consent shall be deemed to have been approved by the COMM 2007-C9 Directing Holder:

Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the COMM 2007-C9 Special Servicer or the COMM 2007-C9 Master Servicer by the COMM 2007-C9 Directing Holder or its designee, in no event will the COMM 2007-C9 Special Servicer or the COMM 2007-C9 Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the servicing standard under the COMM 2007-C9 Pooling and Servicing Agreement, violate the REMIC provisions of the Code or violate any other provisions of the COMM 2007-C9 Pooling and Servicing Agreement or the related Mortgage Loan documents.

Sale of Defaulted Mortgage Loan. Under the COMM 2007-C9 Pooling and Servicing Agreement, if the USFS Industrial Distribution Portfolio Loan is subject to a fair value purchase option, the COMM 2007-C9 Special Servicer will be required to determine the purchase price for the USFS Industrial Distribution Portfolio Loan and the USFS Industrial Distribution Portfolio Pari Passu Loans. Each option holder specified in “—Sale of Defaulted Mortgage Loans” of this prospectus supplement will have an option to purchase the USFS Industrial Distribution Portfolio Loan and the holders of the USFS Industrial Distribution Portfolio Pari Passu Loans (or their designees) will have an option to purchase the USFS Industrial Distribution Portfolio Pari Passu Loans, at the purchase price determined by the COMM 2007-C9 Special Servicer under the Pooling and Servicing Agreement.

Termination of Special Servicer. The COMM 2007-C9 Directing Holder (or its designee) will be entitled to terminate the COMM 2007-C9 Special Servicer with respect to the special servicing of the USFS Industrial Distribution Portfolio Loan Combination at any time, with or without cause, and to appoint a replacement special servicer, subject to satisfaction of conditions contained in the COMM 2007-C9 Pooling and Servicing Agreement, and will provide prompt notice to the holders of the USFS Industrial Distribution Portfolio Loan and the USFS Industrial Distribution Portfolio Pari Passu Loans that it intends to remove the COMM 2007-C9 Special Servicer for the Mortgage Loan. Any successor special servicer will be required to have the rating specified in the related co-lender agreement and such appointment will be subject to receipt of a “no downgrade” letter from the Rating Agencies.

With respect to the Mortgage Loan identified as Charles River Plaza North on Annex A-1 to this prospectus supplement (the “Charles River Plaza North Loan”) representing approximately 6.92% of the Initial Outstanding Pool Balance and 8.33% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $145,000,000, the related Mortgaged Property also secures one other mortgage loan that is pari passu in right of payment with the Charles River Plaza North Loan (the “Charles River Plaza North Pari Passu Companion Loan” and, together with the Charles River Plaza North Loan, the “Charles River Plaza North Senior Loans”) and one subordinate mortgage loan (the “Charles River Plaza North B Loan,” and together with the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan, the “Charles River Plaza North Loan Combination”). Only the Charles River Plaza North Loan is included in the trust.

The Charles River Plaza North Pari Passu Companion Loan has a Cut-Off Balance of $145,000,000 and is an asset of the COBALT CMBS Commercial Mortgage Trust 2007-C3 (“COBALT 2007-C3”) securitization. The Charles River Plaza North B Loan has a Cut-Off Balance of $20,000,000 and is currently held by Citigroup Global Markets Realty Corp.

For the purpose of the information presented in this prospectus supplement with respect to the Charles River Plaza North Loan, the loan per net rentable area ratio, the debt service coverage ratio and the loan-to-value ratio reflect the aggregate indebtedness evidenced by the Charles River Plaza North Senior Loans, but exclude the Charles River Plaza North B Loan.

General. The Charles River Plaza North Loan Combination will be serviced pursuant to the terms of the pooling and servicing agreement that governs the COBALT 2007-C3 transaction (the “COBALT 2007-C3 Pooling and Servicing Agreement”), which contains provisions substantially similar to, but not necessarily identical with the provisions of the Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Charles River Plaza North Loan Combination will be effected in accordance with the COBALT 2007-C3 Pooling and Servicing Agreement). The COBALT 2007-C3 Servicer or the COBALT 2007-C3 Trustee, as applicable, will be obligated to make Property Advances with respect to the Charles River Plaza North Loan Combination unless the COBALT 2007-C3 Servicer, the COBALT 2007-C3 Special Servicer or the COBALT 2007-C3 Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Charles River Plaza North Loan Combination.

Distributions. The holders of the Charles River Plaza North Senior Loans and the Charles River Plaza North B Loan have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the Charles River Plaza North Loan Combination (the “Charles River Plaza North Co-Lender Agreement”). Pursuant to the Charles River Plaza North Co-Lender Agreement, following the allocation of payments to each mortgage loan in the Charles River Plaza North Loan Combination in accordance with the related loan documents, unless there exist either (a) certain monetary events of default as to the Charles River Plaza North Loan or the Charles River Plaza North Pari Passu Companion Loan for which the holder of the Charles River Plaza North B Loan has not exercised its cure rights as described under “—Cure Rights” below, or (b) certain non-monetary events of default with respect to the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan at a time when the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan are being specially serviced, collections on the Charles River Plaza North Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Pursuant to the Charles River Plaza North Co-Lender Agreement, during the continuance of: (a) certain monetary events of default with respect to the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan for which the Charles River Plaza North B Loan Holder has not exercised its cure rights as described under “—Cure Rights” below, or (b) certain non-monetary events of default with respect to the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan at a time when the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan are being specially serviced, collections on the Charles River Plaza North Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Consent Rights. Subject to the second following paragraph, the Charles River Plaza North Directing Holder will be entitled to advise the COBALT 2007-C3 Servicer and the COBALT 2007-C3 Special Servicer with respect to the following actions thereof; and the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer will not be permitted to take any of the following actions unless it has notified the respective holders of the mortgage loans constituting the Charles River Plaza North Loan Combination and the Charles River Plaza North Directing Holder has not objected within 10 business days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer, as the case may be, within such 10-business day period, then the Charles River Plaza North Directing Holder’s approval will be deemed to have been given):

provided that, in the event that the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer determines that immediate action is necessary to protect the interests of the holders of the mortgage loans constituting the Charles River Plaza North Loan Combination (as a collective whole), the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer, as the case may be, may take (or, in the case of the COBALT 2007-C3 Special Servicer, if and when appropriate under the COBALT 2007-C3 Pooling and Servicing Agreement, may consent to the COBALT 2007-C3 Servicer’s taking) any such action without waiting for the Charles River Plaza North Directing Holder’s response.

In the event that the holders of the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan are the Charles River Plaza North Directing Holder, each such holder will be permitted to consult separately with the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer, as applicable, with regard to any of the foregoing servicing actions.

Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Charles River Plaza North Directing Holder may (and the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer, as the case may be, will be required to ignore and act without regard to any such advice, direction or objection that such servicer has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the Charles River Plaza North Co-Lender Agreement or the Charles River Plaza North Pooling and Servicing Agreement, the mortgage loan documents or applicable law or result in certain adverse tax consequences specified in the Charles River Plaza North Co-Lender Agreement. Furthermore, the COBALT 2007-C3 Servicer or the COBALT 2007-C3 Special Servicer, as the case may be, will not be obligated to seek approval from the Charles River Plaza North Directing Holder for any actions to be taken by such servicer with respect to the workout or liquidation of the Charles River Plaza North Loan Combination if: (i) such servicer has notified the Charles River Plaza North Directing Holder in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of the Charles River Plaza North Loan Combination; and (ii) for 60 days following the first such notice, the Charles River Plaza North Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the applicable servicing standard.

Under the Charles River Plaza North Co-Lender Agreement, following the preparation of any required appraisal following an appraisal trigger event under the COBALT 2007-C3 Pooling and Servicing Agreement and the Charles River Plaza North Co-Lender Agreement, the Charles River Plaza North Directing Holder will have the right to direct the COBALT 2007-C3 Special Servicer to hire an appraiser reasonably satisfactory to the Charles River Plaza North Directing Holder to prepare a second appraisal of the Charles River Plaza North Mortgaged Property at the expense of the Charles River Plaza North Directing Holder. If the appraised value of the Charles River Plaza North Mortgaged Property determined by the second appraisal does not differ from that used in determining the Appraisal Reduction Amount by more than 10%, the first appraisal shall be utilized to determine the allocation of the Appraisal Reduction Amount to the principal balances of the Charles River Plaza North B Loan. If the appraised value of the Charles River Plaza North Mortgaged Property determined by the second appraisal differs from that used in determining the Appraisal Reduction Amount by more than 10%, the COBALT 2007-C3 Special Servicer will be required to direct the appraisers to jointly appoint a third appraiser, at the expense of the holder of the Charles River Plaza North B Loan, to reconcile the differences between the appraised values determined under each appraisal; provided that the appraised value of the Charles River Plaza North Mortgaged Property set forth in the first appraisal will be used to calculate any Appraisal Reduction Amount until the determination of the third appraiser is rendered. The determination of the third appraiser will be the final and binding determination of the appraised value of the Charles River Plaza North Mortgaged Property for purposes of the Charles River Plaza North Co-Lender Agreement until the preparation of a new appraisal, if any, is required in accordance with the terms of the COBALT 2007-C3 Pooling and Servicing Agreement.

In addition, subject to the satisfaction of certain conditions specified in the Charles River Plaza North Co-Lender Agreement, within ten business days after receipt by the Charles River Plaza North B Loan Holder of notice indicating that it is no longer the Charles River Plaza North Directing Holder, the holder of the Charles River Plaza North B Loan may elect to post with the holders of the Charles River Plaza North Senior Loans cash, letters of credit in form and substance satisfactory to such holder and the rating agencies, or U.S. government securities that have maturities of not more than 30 days meeting rating agency criteria as “eligible investments” or “permitted investments” in an amount which, when added to and for this purpose considered a part of the appraised value of the Charles River Plaza North Mortgaged Property, will cause the holder of the Charles River Plaza North B Loan to remain the Charles River Plaza North Directing Holder. Upon providing written notice of its intent to exercise that option, the holder of the Charles River Plaza North B Loan will be required to post any such reserve collateral as quickly as practicable (but in no event more than three business days following the receipt of the above notice). Upon the posting of such reserve collateral, the holder of the Charles River Plaza North B Loan will be entitled to exercise all of the rights of the Charles River Plaza North Directing Holder under the Charles River Plaza North Co-Lender Agreement; provided, however, that such posting of such reserve collateral will not prevent the holder of the Charles River Plaza North B Loan from losing its status as the Charles River Plaza North Directing Holder again (provided that the reserve collateral will be taken into account in determining the Charles River Plaza North Mortgaged

Property’s value when calculating whether the holder of the Charles River Plaza North B Loan is no longer the Charles River Plaza North Directing Holder), in which event the foregoing provisions described in this paragraph will again apply and the holder of the Charles River Plaza North B Loan will again be entitled to post reserve collateral.

Notwithstanding the foregoing, if the appraised value of the Charles River Plaza North Mortgaged Property has increased such that the holder of the Charles River Plaza North B Loan is the Charles River Plaza North Directing Holder without regard to any such reserve collateral, then the holder of the Charles River Plaza North Senior Loans will release the then remaining reserve collateral upon the written request of the holder of the Charles River Plaza North B Loan and such holder’s payment of any costs and expenses in connection with the release.

Termination of COBALT 2007-C3 Special Servicer. The controlling class representative under the COBALT 2007-C3 Pooling and Servicing Agreement will be entitled to appoint and replace the special servicer with respect to the Charles River Plaza North Loan Combination, subject to receipt of a “no downgrade” letter from the applicable rating agencies. In addition, the holder of the Charles River Plaza North B Loan, so long as it is the Directing Holder with respect to the Charles River Plaza North Loan Combination, will have the right to terminate the existing special servicer with respect to the Charles River Plaza North Loan Combination, with or without cause, and appoint a successor to any special servicer, with respect to the Charles River Plaza North Loan Combination, that has resigned or been terminated, and the controlling class representative under the COBALT 2007-C3 Pooling and Servicing Agreement cannot terminate a special servicer appointed by the holder of the Charles River Plaza North B Loan (so long as it is the Directing Lender with respect to the Charles River Plaza North Loan Combination), without cause; provided that any such replacement of the special servicer by such Directing Lender or its designee shall be subject to the terms and conditions of the COBALT 2007-C3 Pooling and Servicing Agreement, including, without limitation, the requirement that such Directing Lender or its designee desiring to effect such replacement deliver to the COBALT 2007-C3 Trustee “no downgrade” letters from the applicable rating agencies.

Cure Rights. The holder of the Charles River Plaza North B Loan (or its designee) has a right to cure an event of default on the Charles River Plaza North Loan Combination (i) within 10 days of receipt of notice of the subject event of default, if such default is a monetary default or (ii) within the later of (A) 10 days after the expiration of the applicable grace period for the subject event of default and (B) 30 days of receipt of notice of the subject event of default, if such default is a non-monetary default; provided that (1) a cure event may not exceed three consecutive months and (2) no more than six cure events are permitted during the term of the Charles River Plaza North Loan Combination. Under certain circumstances specified in the Charles River Plaza North Co-Lender Agreement, the 30-day cure period may be extended for an additional 45 days for a total of up to 75 days.

Purchase Option. If and for so long as the Charles River Plaza North Loan Combination is specially serviced and a scheduled payment on the Charles River Plaza North Loan Combination is at least 60 days delinquent, the holder of the Charles River Plaza North B Loan has the option to purchase the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan (together only) at a price generally equal to the aggregate unpaid principal balance of the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan, together with all accrued unpaid interest on those loans (other than Default Interest) to but not including the date of such purchase, and any servicing compensation, advances and interest on advances payable or reimbursable to any party to the pooling and servicing agreement pursuant thereto (but exclusive of any prepayment consideration and late payment charges).

With respect to the Mortgage Loan identified as 85 Tenth Avenue on Annex A-1 to this prospectus supplement (the “85 Tenth Avenue Loan”), representing approximately 3.63% of the Initial Outstanding Pool Balance and 4.36% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $76,000,000, the related Mortgaged Property also secures two mortgage loans that are pari passu in right of payment with the 85 Tenth Avenue Loan. The 85 Tenth Avenue Pari Passu Loan A-1 has a Cut-Off Date

Balance of $150,000,000 (the “85 Tenth Avenue Pari Passu Loan A-1”) and the 85 Tenth Avenue Pari Passu Loan A-2A2 has a Cut-Off Date Balance of $44,000,000 (the “85 Tenth Avenue Pari Passu Loan A-2A2,” and together with the 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Loan, the “85 Tenth Avenue Loan Combination”). Only the 85 Tenth Avenue Loan is included in the trust. The 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Pari Passu Loan A-2A2 are not assets of the trust.

The 85 Tenth Avenue Pari Passu Loan A-1 is an asset in the COMM 2007-C9 securitization. The 85 Tenth Avenue Pari Passu Loan A-2A2 is currently held by GACC.

For the purpose of the information presented in this prospectus supplement with respect to the 85 Tenth Avenue Loan, the loan per net rentable area ratio, the debt service coverage ratio and the loan-to-value ratio reflect the aggregate indebtedness evidenced by the 85 Tenth Avenue Loan Combination.

General. The 85 Tenth Avenue Loan Combination will be serviced pursuant to the terms of the COMM 2007-C9 Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the 85 Tenth Avenue Loan Combination will be effected in accordance with the COMM 2007-C9 Pooling and Servicing Agreement). The COMM 2007-C9 Master Servicer or the COMM 2007-C9 Trustee, as applicable, will be obligated to make any required P&I advances on the 85 Tenth Avenue Loan Combination unless the COMM 2007-C9 Master Servicer, COMM 2007-C9 the Special Servicer or the COMM 2007-C9 Trustee, as applicable, determines that such an advance would not be recoverable from collections on the 85 Tenth Avenue Loan Combination.

Distributions. The holders of the 85 Tenth Avenue Loan and the 85 Tenth Avenue Pari Passu Loan A-1 have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the 85 Tenth Avenue Loan Combination and provides, in general, that:

Consultation and Consent. Any decision to be made with respect to the 85 Tenth Avenue Loan Combination that requires the approval of the COMM 2007-C9 Directing Holder or otherwise requires approval under the related co-lender agreement (including the termination of the COMM 2007-C9 Special Servicer and the appointment of a successor special servicer) will require the approval of the COMM 2007-C9 Directing Holder. In the event a decision is to be made with respect to any of the actions listed below or any other decisions that require approval of the COMM 2007-C9 Directing Holder under the COMM 2007-C9 Pooling and Servicing Agreement or under the related co-lender agreement, the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, is required to provide the holder of the 85 Tenth Avenue Loan prompt notice that such a determination is to be made. The holders of the 85 Tenth Avenue Loan and the 85 Tenth Avenue Pari Passu Loan A-2A2 or their respective representatives have the non-binding right to consult with the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, with respect to any such action. Pursuant to the related co-lender agreement, each holder of the 85 Tenth Avenue Loan, the 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Pari Passu Loan A-2A2 may consult separately with the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer, as applicable, about a particular course of action. Approval from the COMM 2007-C9 Directing Holder is required with respect to the following:

Sale of Defaulted Mortgage Loan. Under the COMM 2007-C9 Pooling and Servicing Agreement, if the 85 Tenth Avenue Pari Passu Loan A-1 is subject to a fair value purchase option, the COMM 2007-C9 Special Servicer will be required to determine the purchase price for the 85 Tenth Avenue Loan and the 85 Tenth Avenue Pari Passu Loan A-2A2. Each option holder specified in “—Sale of Defaulted Mortgage Loans” of this prospectus supplement will have an option to purchase the 85 Tenth Avenue Loan and the holders of the 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Pari Passu Loan A-2A2, respectively (or their respective designees) will have an option to purchase the 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Pari Passu Loan A-2A2, at the purchase price determined by the COMM 2007-C9 Special Servicer under the COMM 2007-C9 Pooling and Servicing Agreement.

Termination of Special Servicer. The COMM 2007-C9 Directing Holder (or its designee) will be entitled to terminate the COMM 2007-C9 Special Servicer with respect to the special servicing of the 85 Tenth Avenue Loan Combination at any time, with cause, and to appoint a replacement Special Servicer, subject to satisfaction of conditions contained in the COMM 2007-C9 Pooling and Servicing Agreement, and will provide prompt notice to the holders of the 85 Tenth Avenue Loan, the 85 Tenth Avenue Pari Passu Loan A-1 and the 85 Tenth Avenue Pari Passu Loan A-2A2 that it intends to remove the special servicer for the Mortgage Loan. Any successor special servicer will be required to have the rating specified in the related co-lender agreement and such appointment will be subject to receipt of a “no downgrade” letter from the Rating Agencies.

With respect to the Mortgage Loan identified as Georgian Towers on Annex A-1 to this prospectus supplement (the “Georgian Towers Loan”), representing approximately 2.77% of the Initial Outstanding Pool Balance and 16.45% of the Initial Loan Group 2 Balance and with a Cut-off Date Balance of $58,000,000, the related Mortgaged Property also secures a mortgage loan that is pari passu in right of payment with the Georgian Towers Loan (the “Georgian Towers Pari Passu Loan A-1,” and together with the Georgian Towers Loan, the “Georgian Towers Senior Loans”) and a subordinate mortgage loan (the “Georgian Towers B Loan,” and together with the Georgian Towers Senior Loans, the “Georgian Towers Loan Combination”). Only the Georgian Towers Loan is included in the trust. The Georgian Towers Pari Passu Loan A-1 and the Georgian Towers B Loan are not assets of the trust.

The Georgian Towers Pari Passu Loan A-1 has a Cut-off Date Balance of $67,000,000 and the Georgian Towers B Loan has a Cut-off Date Balance of $60,000,000. The Georgian Towers Pari Passu Loan A-1 is an asset of COMM 2007-C9. The Georgian Towers B Loan is beneficially owned by GACC but was 100% participated in a senior/subordinated structure with a senior participation interest and seven pari passu junior interests.

For the purpose of the information presented in this prospectus supplement with respect to the Georgian Towers Loan, the loan per net rentable area ratio, the debt service coverage ratio and loan-to-value ratio reflect the aggregate indebtedness evidenced by the Georgian Towers Senior Loans, but exclude the Georgian Towers B Loan.

General. The Georgian Towers Loan Combination will be serviced pursuant to the terms of the COMM 2007-C9 Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Georgian Towers Loan Combination will be effected in accordance with the COMM 2007-C9 Pooling and Servicing Agreement). The COMM 2007-C9 Master Servicer or the COMM 2007-C9 Trustee, as applicable, will be obligated to make (i) any required P&I Advances on the Georgian Towers Loan unless the COMM 2007-C9 Master Servicer, the COMM 2007-C9 Special Servicer or the COMM 2007-C9 Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Georgian Towers Loan and (ii) Property Advances with respect to the Georgian Towers Loan Combination unless the COMM 2007-C9 Master Servicer, the COMM 2007-C9 Special Servicer or the COMM 2007-C9 Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Georgian Towers Loan Combination.

Distributions. The holders of the Georgian Towers Senior Loans and the Georgian Towers B Loan (the “Georgian Towers Senior Loan Holders” and the “Georgian Towers B Loan Holder”) have entered into a co-lender agreement, which sets forth the respective rights of each of the holders of the Georgian Towers Loan Combination. The rights of the holder of the Georgian Towers Pari Passu Loan A-1 to receive payments of interest, principal and other amounts are pari passu with the rights of the holder of the Georgian Towers Loan to receive such amounts. The rights of the Georgian Towers B Loan Holder to receive payments of interest, principal and other amounts are subordinate to the rights of the Georgian Towers Senior Loan Holders to receive such amounts.

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

Following the occurrence and during the continuance of a monetary or other material event of default, collections on the Georgian Towers Loan Combination (excluding any amounts as to which other provision for their application has been made in the related loan documents and excluding (x) proceeds, awards or settlements to be applied to the restoration or repair of the related mortgaged property or released to the borrower in accordance with the servicing standard under the COMM 2007-C9 Pooling and Servicing Agreement or the related loan documents and (y) all amounts for required reserves or escrows required by the related loan documents to be held as reserves or escrows) will be allocated (after application to unpaid servicing fees, unreimbursed costs and expenses and/or reimbursement of advances and/or interest thereon, incurred under the COMM 2007-C9 Pooling and Servicing agreement) generally in the following manner, to the extent of available funds:

Consent Rights. Any decision to be made with respect to the Georgian Towers Loan Combination which requires the approval of the COMM 2007-C9 Directing Holder or otherwise requires approval by the Georgian Towers B Loan Holder under the related co-lender agreement will, so long as a Georgian Towers Control Appraisal Event (as defined below) has not occurred, require the written consent of the Georgian Towers B Loan Holder, including with respect to the following items; provided that the Georgian Towers B Loan Holder must obtain the unanimous written consent from the holders of the B Loan participation interests; provided further that if the Georgian Towers B Loan Holder does not approve or disapprove any of the following actions within ten business days, consent shall be deemed to have been approved by the Georgian Towers B Loan Holder:

Notwithstanding the foregoing, (a) no advice, direction, objection or failure to consent given or made by the Georgian Towers B Loan Holder, as contemplated by the preceding paragraph, shall require or cause the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer to violate any other provision of the COMM 2007-C9 Pooling and Servicing Agreement (including the COMM 2007-C9 Master Servicer’s and the COMM 2007-C9 Special Servicer’s obligation to act in accordance with the servicing standard under the COMM 2007-C9 Pooling and Servicing Agreement) the related Mortgage Loan documents or the REMIC provisions of the Code or violate any other provisions of the COMM 2007-C9 Pooling and Servicing Agreement or the related Mortgage Loan documents and (b) if the COMM 2007-C9 Master Servicer or the COMM 2007-C9 Special Servicer determines that immediate action is necessary to protect the interests of the Georgian Towers Senior Loan Holders and the Georgian Towers B Loan Holder (as a collective whole), it may take such action without waiting for a response from the Georgian Towers Controlling Holder.

A “Georgian Towers Control Appraisal Event” shall exist with respect to the Georgian Towers Loan Combination, if and for so long as:

The “Georgian Towers Controlling Holder” as of any date of determination, means (i) the Georgian Towers B Loan Holder; or (ii) if a Georgian Towers Control Appraisal Event exists, or if the Georgian Towers B Loan Holder is the borrower or an affiliate thereof, the COMM 2007-C9 Directing Holder. The Georgian Towers Controlling Holder is currently the Georgian Towers B Loan Holder.

Purchase Option. In the event that the Georgian Towers Loan becomes a specially serviced mortgage loan in accordance with the terms of the COMM 2007-C9 Pooling and Servicing Agreement (as to which an event of default has occurred and is continuing), the Georgian Towers B Loan Holder will have an option (to be exercised by one or more of the holders of the Georgian Towers B Loan participation interests) to purchase the Georgian Towers Loan from the trust at a price generally equal to the unpaid principal balance of the Georgian Towers Loan, plus accrued and unpaid interest on such balance (up to the end of the related loan interest accrual period), all related unreimbursed Advances together with accrued and unpaid interest on all Advances and fees and expenses payable or reimbursable to any servicer (but excluding any liquidation fees unless the purchase option is exercised more than 90 days after first being exercisable). The purchase option shall expire if the Georgian Towers Loan becomes an REO loan in accordance with the terms of the COMM 2007-C9 Pooling and Servicing Agreement.

Cure Rights. In the event that a monetary event of default exists under the Georgian Towers Loan Combination or if any non-monetary event of default with respect to the Georgian Towers Loan Combination exists and is continuing, the Georgian Towers B Loan Holder will generally have the right (to be exercised by one or more of the holders of the Georgian Towers B Loan participation interests) to cure such event of default. In the event that the borrower fails to make any payment of principal or interest on the Georgian Towers Loan Combination, the Georgian Towers B Loan Holder will have five business days from the date of receipt of notice of the subject default to cure the default. In the event of a non-monetary default by the related borrower, the Georgian Towers B Loan Holder will have 30 days from the date of receipt of notice of the subject default to cure the default.

Without the prior consent of the holder of the Georgian Towers Loan, the Georgian Towers B Loan Holder will have the right to cure no more than three cure events in any 12-month period or six cure events during the term of the Georgian Towers Loan Combination and no single cure event may exceed four months.

Termination of Special Servicer. So long as a Georgian Towers Control Appraisal Event has not occurred, the Georgian Towers B Loan Holder (as directed by the holders of the Georgian Towers subordinate B Loan participation interests) will be entitled to terminate the Special Servicer with respect to the special servicing of the Georgian Towers Loan Combination at any time, with or without cause, and to appoint a replacement Special Servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement. Any successor special servicer will be required to have the rating specified in the related co-lender agreement and such appointment will be subject to receipt of a “no downgrade” letter from the Rating Agencies.

With respect to the Mortgage Loan identified as Seattle Space Needle on Annex A-1 to this prospectus supplement (the “Seattle Space Needle Loan”) representing approximately 1.67% of the Initial Outstanding Pool Balance and 2.01% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $35,000,000, the related Mortgaged Property also secures one other mortgage loans that is pari passu in right of payment with the Seattle Space Needle Loan (the “Seattle Space Needle Pari Passu Companion Loan” and, together with the Seattle Space Needle Loan, the “Seattle Space Needle Loan Combination”). Only the Seattle Space Needle Loan is included in the trust.

The Seattle Space Needle Pari Passu Companion Loan has a Cut-Off Balance of $14,500,000 and is currently held by Citigroup Global Markets Realty Corp.

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

General. The Seattle Space Needle Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement. The applicable Master Servicer or the Trustee, as applicable, will be obligated to make Property Advances with respect to the Seattle Space Needle Loan Combination unless the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Seattle Space Needle Loan Combination.

Distributions. The holders of the Seattle Space Needle Loan Combination have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the Seattle Space Needle Loan Combination (the “Seattle Space Needle Co-Lender Agreement”). Pursuant to the Seattle Space Needle Co-Lender Agreement, following the allocation of payments to each mortgage loan in the Seattle Space Needle Loan Combination in accordance with the related loan documents, collections on the Seattle Space Needle Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Consent Rights. With respect to the Seattle Space Needle Loan Combination, the Special Servicer will, in general, not be permitted to take, or consent to the applicable Master Servicer’s taking, any of the following actions, among others, under the Pooling and Servicing Agreement with respect to the Seattle Space Needle Loan Combination, as to which the Seattle Space Needle Directing Holder has objected within 10 business days of having been notified thereof in writing and receiving the information reasonably necessary to make an informed decision with respect thereto:

provided that, if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and the holder of the Seattle Space Needle Pari Passu Companion Loan, as a collective whole, then the Special Servicer may take any such action without waiting for the response of the Seattle Space Needle Directing Holder. In addition, the holder of the Seattle Space Needle Pari Passu Companion Loan or its representative has the non-binding right to consult with the applicable Master Servicer or the Special Servicer, as applicable, with respect to any such action.

Purchase Option. If and for so long as the Seattle Space Needle Loan Combination remains a specially serviced mortgage loan and upon the date when any monthly payment becomes at least 60 days delinquent, then the issuing entity, as holder of the promissory note for the Seattle Space Needle Loan, and the holder of the Seattle Space Needle Pari Passu Companion Loan will each have the option to purchase the entire remaining portion of the Seattle Space Needle Loan Combination (with preference to be given to the first such party to exercise such option) at a price at least equal to the sum of (i) the unpaid principal balance of the Seattle

Space Needle promissory note to be purchased, together with all accrued unpaid interest on that note (other than Default Interest) to but not including the date of such purchase, (ii) all other sums (in addition to principal and interest) then due and owing under the terms of such Seattle Space Needle promissory note (excluding, however, default interest and prepayment premiums), (iii) all expenses (including amounts incurred by and owing to the related holder of such Seattle Space Needle promissory note, the applicable Master Servicer and the Special Servicer, if any) associated with the subject purchase, and (iv) to the extent related or allocable to such Seattle Space Needle promissory note, any amount in respect of servicing compensation, debt service advances (without duplication of amounts payable under clause (i) above), servicing advances (including the amount of any servicing advance that has been previously reimbursed as a nonrecoverable advance out of general collections of principal on the mortgage pool for a securitization trust holding such Seattle Space Needle promissory note (but only to the extent such amounts have not been reimbursed to such trust)), and advance interest on all such advances, which are, at the time of purchase, payable or reimbursable to the holder of such Seattle Space Needle promissory note, the applicable Master Servicer or the Special Servicer or any other person under (x) any servicing agreement, (y) the Seattle Space Needle Co-Lender Agreement and/or (z) with respect to any such amount in respect of advance interest on debt service advances, any securitization agreement governing a securitization trust holding such Seattle Space Needle promissory note; provided that no liquidation fee to any servicer or special servicer will be due and payable if such Seattle Space Needle promissory note is purchased within 60 days of the transfer of such Seattle Space Needle promissory note to the special servicer). In any event, however, that price will not include any default interest, late payment charges or prepayment consideration. Any holder of a promissory note evidencing a mortgage loan that is part of the Seattle Space Needle Loan Combination will be entitled to appoint a representative to exercise the purchase option described in this paragraph, which representative will, in the case of the issuing entity, be the Controlling Class Representative.

Termination of Special Servicer. The Seattle Space Needle Directing Holder may terminate an existing special servicer with respect to, but solely with respect to, the Seattle Space Needle Loan Combination, with or without cause, and appoint a successor to any special servicer with respect to, but solely with respect to, the Seattle Space Needle Loan Combination that has resigned or been terminated, subject to receipt by the Trustee of the items described in clauses (i), (ii) and (iii) of the fourth sentence of the first paragraph under the heading “The Pooling and Servicing Agreement—Special Servicing—The Directing Holder.”

With respect to the Mortgage Loan identified as CGM RRI Hotel Portfolio on Annex A-1 to this prospectus supplement (the “CGM RRI Hotel Portfolio Loan”) representing approximately 1.67% of the Initial Outstanding Pool Balance and 2.01% of the Initial Loan Group 1 Balance and with a Cut-Off Date Balance of $34,976,394, the related Mortgaged Property also secures eight other mortgage loans that are pari passu in right of payment with the CGM RRI Hotel Portfolio Loan (each, a “CGM RRI Hotel Portfolio Pari Passu Companion Loan” and, such loans together with the CGM RRI Hotel Portfolio Loan, the “CGM RRI Hotel Portfolio Loan Combination”). Only the CGM RRI Hotel Portfolio Loan is included in the trust.

The CGM RRI Hotel Portfolio Pari Passu Companion Loans each have a Cut-Off Balance of $34,351,815, and are each currently held by Citigroup Global Markets Realty Corp.

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

General. The CGM RRI Hotel Portfolio Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement. The applicable Master Servicer or the Trustee, as applicable, will be obligated to make Property Advances with respect to the CGM RRI Hotel Portfolio Loan Combination unless the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the CGM RRI Hotel Portfolio Loan Combination.

Distributions. The holders of the CGM RRI Hotel Portfolio Loan Combination have entered into a co-lender agreement that sets forth the respective rights of each of the holders of the CGM RRI Hotel Portfolio Loan Combination (the “CGM RRI Hotel Portfolio Co-Lender Agreement”). Pursuant to the CGM RRI Hotel Portfolio Co-Lender Agreement, following the allocation of payments to each mortgage loan in the CGM RRI Hotel Portfolio Loan Combination in accordance with the related loan documents, collections on the CGM RRI Hotel Portfolio Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner:

Consent Rights. With respect to the CGM RRI Hotel Portfolio Loan Combination, the Special Servicer will, in general, not be permitted to take, or consent to the applicable Master Servicer’s taking, any of the following actions, among others, under the Pooling and Servicing Agreement with respect to the CGM RRI Hotel Portfolio Loan Combination, as to which the CGM RRI Hotel Portfolio Directing Holder has objected within 10 business days of having been notified thereof in writing and receiving the information reasonably necessary to make an informed decision with respect thereto:

provided that, if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and the holders of the CGM RRI Hotel Portfolio Pari Passu Companion Loans, as a collective whole, then the Special Servicer may take any such action without waiting for the response of the CGM RRI Hotel Portfolio Directing Holder. In addition, each holder of a mortgage loan in the CGM RRI Hotel Portfolio Loan Combination or its representative has the non-binding right to consult with the applicable Master Servicer or the Special Servicer, as applicable, with respect to any such action.

Purchase Option. If and for so long as the CGM RRI Hotel Portfolio Loan Combination remains a specially serviced mortgage loan and upon the date when any monthly payment becomes at least 60 days delinquent, then the issuing entity, as holder of the promissory note for the CGM RRI Hotel Portfolio Loan, and the holders of the CGM RRI Hotel Portfolio Pari Passu Companion Loans will each have the option to purchase the entire remaining portion of the CGM RRI Hotel Portfolio Loan Combination (with preference to be given to the first such party to exercise such option) at a price at least equal to the sum of (i) the unpaid principal balance of the CGM RRI Hotel Portfolio promissory notes to be purchased, together with all accrued unpaid interest on those notes (other than Default Interest) to but not including the date of such purchase, (ii) all other sums (in addition to principal and interest) then due and owing under the terms of such CGM RRI Hotel Portfolio promissory notes (excluding, however, default interest and

prepayment premiums), (iii) all expenses (including amounts incurred by and owing to the related holders of the CGM RRI Hotel Portfolio promissory notes, the applicable Master Servicer and the Special Servicer, if any) associated with the subject purchase, and (iv) to the extent related or allocable to such CGM RRI Hotel Portfolio promissory notes, any amount in respect of servicing compensation, debt service advances (without duplication of amounts payable under clause (i) above), servicing advances (including the amount of any servicing advance that has been previously reimbursed as a nonrecoverable advance out of general collections of principal on the mortgage pool for a securitization trust holding a CGM RRI Hotel Portfolio promissory note (but only to the extent such amounts have not been reimbursed to such trust)), and advance interest on all such advances, which are, at the time of purchase, payable or reimbursable to the holders of the CGM RRI Hotel Portfolio promissory notes, the applicable Master Servicer or the Special Servicer or any other person under (x) any servicing agreement, (y) the CGM RRI Hotel Portfolio Co-Lender Agreement and/or (z) with respect to any such amount in respect of advance interest on debt service advances, any securitization agreement governing a securitization trust holding a CGM RRI Hotel Portfolio promissory note; provided that no liquidation fee to any servicer or special servicer will be due and payable if such CGM RRI Hotel Portfolio promissory notes are purchased within 60 days of the transfer of such CGM RRI Hotel Portfolio promissory notes to the special servicer). In any event, however, that price will not include any default interest, late payment charges or prepayment consideration. Any holder of a promissory note evidencing a mortgage loan that is part of the CGM RRI Hotel Portfolio Loan Combination will be entitled to appoint a representative to exercise the purchase option described in this paragraph, which representative will, in the case of the issuing entity, be the Controlling Class Representative.

Termination of Special Servicer. The CGM RRI Hotel Portfolio Directing Holder may terminate an existing special servicer with respect to, but solely with respect to, the CGM RRI Hotel Portfolio Loan Combination, with or without cause, and appoint a successor to any special servicer with respect to, but solely with respect to, the CGM RRI Hotel Portfolio Loan Combination that has resigned or been terminated, subject to receipt by the trustee of the items described in clauses (i), (ii) and (iii) of the fourth sentence of the first paragraph under the heading “The Pooling and Servicing Agreement—Special Servicing—The Directing Holder,” and the Controlling Class Representative cannot terminate without cause a special servicer appointed by the CGM RRI Hotel Portfolio Directing Holder.

Five mortgage loans (the “ARD Loans”), representing 8.11% of the Initial Outstanding Pool Balance and 9.75% of the Initial Loan Group 1 Balance provide that if, after a certain date (an “Anticipated Repayment Date”), the borrower has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the “Revised Rate”) rather than the stated Mortgage Rate (the “Initial Rate”). With respect to four ARD Loans, representing 7.41% of the Initial Outstanding Pool Balance and 8.91% of the Initial Loan Group 1 Balance, the Anticipated Repayment Date is 120 months following the related first payment date. With respect to one ARD Loan, representing 0.70% of the Initial Outstanding Pool Balance and 0.84% of the Initial Loan Group 1 Balance, the Anticipated Repayment Date is 115 months following the related first payment date. The Revised Rate for two ARD Loans, representing 7.62% of the Initial Outstanding Pool Balance and 9.17% of the Initial Loan Group 1 Balance, is equal to the greater of (i) 2% plus the Initial Rate and (ii) 3% plus the Treasury Rate. The Revised Rate for three ARD Loans, representing 0.48% of the Initial Outstanding Pool Balance and 0.58% of the Initial Loan Group 2 Balance, is equal to the greater of (i) 3% plus the Initial Rate and (ii) 3% plus the Treasury Rate. After its Anticipated Repayment Date, the ARD Loans further requires that all cash flow available from the related Mortgaged Property, after payment of the constant periodic payment required under the terms of the related Mortgage Loan Documents and all escrows and property expenses required under the related Mortgage Loan Documents, be used to accelerate amortization of principal on the ARD Loans. While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after its Anticipated Repayment Date, the payment of interest at the excess of the Revised Rate over the Initial Rate for the ARD Loans will be deferred and will be required to be paid, with interest, only after the outstanding principal balance of the ARD Loans has been paid in full. The foregoing features, to the extent applicable, are designed to increase the likelihood that the ARD Loans will be prepaid by the respective borrower on or about its Anticipated Repayment Date. There can be no assurance that the borrower will prepay the related ARD Loans on its Anticipated Repayment Date.

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

Net income for a Mortgaged Property as determined in accordance with generally accepted accounting principles (“GAAP”) is not the same as the stated Underwritten Net Cash Flow for such Mortgaged Property as set forth in this prospectus supplement and in the Annexes to this prospectus supplement. In addition, Underwritten Net Cash Flow is not a substitute for, or comparable to, operating income (as determined in accordance with GAAP) as a measure of the results of a property’s operations or a substitute for cash flows from operating activities (determined in accordance with GAAP) as a measure of liquidity. No representation is made as to the future net cash flow of the Mortgaged Properties, nor is the Underwritten Net Cash Flow set forth herein with respect to any Mortgaged Property intended to represent such future net cash flow.

Definitions. For purposes of this prospectus supplement, including the information presented in the Annexes to this prospectus supplement, the indicated terms have the following meanings:

The mortgage loans in which an “as stabilized” appraised value was used to calculate the related loan-to-value ratio are identified in Annex A-1 and in Footnote 11 to Annex A-1.

For purposes of calculating such ratios in this prospectus supplement, including in Annex A-1, the tables in Annex A-2, Annex A-3 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of certain Mortgage Loans listed in Footnote 7 to Annex A-1 have been reduced by the holdback reserve amount, cash reserve or amount available under a letter of credit, as described therein. For purposes of calculating such ratios in this prospectus supplement with respect to any cross-collateralized Mortgage Loans, such calculation will take into account the ratio of (i) the aggregate Stated Principal Balance of all of the underlying Mortgage Loans in the applicable cross-collateralized group to (ii) the total aggregate Appraised Value for all Mortgaged Properties contained in such group of cross-collateralized Mortgage Loans.

The mortgage loans for which an “as stabilized” appraised value was used to calculate the related loan-to-value ratio are identified in Annex A-1 and in Footnote 11 to Annex A-1.

In the case of a Mortgage Loan that is part of a split loan structure, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan and any related Pari Passu Companion Loans taken in the aggregate, and excluding any related B Loan. For a calculation of the loan-to-value ratio for each of these Mortgage Loans including any related B Loan, if applicable, see Footnote 8 to Annex A-1.

For purposes of calculating such amounts in this prospectus supplement, including in Annex A-1, the tables in Annex A-2, Annex A-3 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of certain of the Mortgage Loans listed in Footnote 7 to Annex A-1 have been reduced by holdback reserve amounts, cash reserves or amounts available under letters of credit, as described therein. For purposes of calculating such ratios in this prospectus supplement with respect to any cross-collateralized Mortgage Loans, such calculation will take into account the ratio of (i) the aggregate Stated Principal Balance of all of the underlying Mortgage Loans in the applicable cross-collateralized group to (ii) the total aggregate Appraised Value for all Mortgaged Properties contained in such group of cross-collateralized Mortgage Loans.

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

In determining Underwritten Net Cash Flow for a Mortgaged Property, the applicable Mortgage Loan Seller generally relied on rent rolls and/or other generally unaudited financial information provided by the respective borrowers; in some cases, the appraisal and/or local market information was the primary basis for the determination. From that information, the applicable Mortgage Loan Seller calculated stabilized estimates of cash flow that took into consideration historical financial statements (where available), material changes in the operating position of a Mortgaged Property of which the applicable Mortgage Loan Seller was aware (e.g., current rent roll information including newly signed leases, near term market rent steps, expirations of

“free rent” periods, market rents, and market vacancy data), and estimated capital expenditures, leasing commission and tenant improvement reserves. In certain cases, the applicable Mortgage Loan Seller’s estimate of Underwritten Net Cash Flow reflected differences from the information contained in the operating statements obtained from the respective borrowers (resulting in either an increase or decrease in the estimate of Underwritten Net Cash Flow derived therefrom) based upon the applicable Mortgage Loan Seller’s own analysis of such operating statements and the assumptions applied by the respective borrowers in preparing such statements and information. In certain instances, for example, property management fees and other expenses may have been taken into account in the calculation of Underwritten Net Cash Flow even though such expenses may not have been reflected in actual historic operating statements. In most of those cases, the information was annualized, with some exceptions, before using it as a basis for the determination of Underwritten Net Cash Flow. No assurance can be given with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by any Mortgage Loan Seller in determining the presented operating information.

For purposes of calculating DSCR in this prospectus supplement, including in Annex A-1, the tables in Annex A-2, Annex A-3 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of the Mortgage Loans listed in Footnote 7 to Annex A-1 have been reduced by holdback reserve amounts, cash reserves or amounts available under letters of credit, as described therein. For purposes of calculating DSCR in this prospectus supplement, the underwritten net cash flow includes rent from “master leases” as such term is defined and described in Footnote 24 to Annex A-1. For purposes of calculating such ratios in this prospectus supplement with respect to any cross-collateralized Mortgage Loans, such calculation will take into account the ratio of (i) the Underwritten Net Cash Flow, in the aggregate, for the related Mortgage Properties securing each of the underlying Mortgage Loans in the applicable cross-collateralized group and (ii) the aggregate Annual Debt Service for each of the underlying Mortgage Loans in the applicable cross-collateralized group.

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

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

Calculation of Interest. Each of the Mortgage Loans accrues interest on the basis of the actual number of days elapsed and a 360-day year.

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

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

Thirty-five Mortgage Loans, representing 45.58% of the Initial Outstanding Pool Balance, 45.81% of the Initial Loan Group 1 Balance and 44.45% of the Initial Loan Group 2 Balance, are interest-only until the related maturity date or anticipated repayment date.

Seventy Mortgage Loans, representing 33.48% of the Initial Outstanding Pool Balance, 29.93% of the Initial Loan Group 1 Balance and 51.03% of the Initial Loan Group 2 Balance, provide for payments of interest-only for the first 10 to 60 months following the Cut-off Date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the related Mortgage Loan and therefore have an expected Balloon Balance at the related maturity date. Three of the above seventy Mortgage Loans, representing 0.42% of the Initial Outstanding Pool Balance and 0.51% of the Initial Loan Group 1 Balance, have two interest-only periods. See Footnote 14 to Annex A-1 to this prospectus supplement for further information.

Fifty-four Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans), representing 20.74% of the Initial Outstanding Pool Balance, 24.02% of the Initial Loan Group 1 Balance and 4.52% of the Initial Loan Group 2 Balance, provide for payments of interest and principal and then have an expected Balloon Balance at the maturity date or anticipated repayment date.

Two Mortgage Loans, representing 0.20% of the Initial Outstanding Pool Balance and 0.24% of the Initial Loan Group 1 Balance, are interest-only for the first 23 to 58 months following the Cut-off-Date and thereafter provide for an increase in the related interest rate after the Anticipated Repayment Date. The Excess Interest will be deferred and will not be paid until the principal balance and all other amounts related thereto of the related Mortgage Loan have been paid. Any amount received in respect of that deferred interest will be distributed to holders of Class T Certificates. In addition, after the related Anticipated Repayment Date, all excess cash flow from the related Mortgaged Property will be applied to reduce the outstanding principal balance of the related Mortgage Loan until such balance is reduced to zero.

Five Mortgage Loans, representing 8.11% of the Initial Outstanding Pool Balance and 9.75% of the Initial Loan Group 1 Balance, provide for an increase in the related interest rate after the Anticipated Repayment Date. The Excess Interest will be deferred and will not be paid until the principal balance and all other amounts related thereto of the related Mortgage Loan has been paid. Any amount received in respect of that deferred interest will be distributed to the holders of the Class T Certificates.

Prepayment Provisions. The Mortgage Loans generally permit voluntary prepayment without the payment of any penalty on the last 1 to 6 (but longer in certain cases) scheduled payment dates (through the maturity date or the Anticipated Repayment Date, as applicable). All of the Yield Maintenance Loans (except as noted in paragraphs (3) and (7) below) prohibit voluntary prepayment for a specified period (the “Yield Maintenance Lock-Out Period”) and all of the Defeasance Loans prohibit Defeasance (as defined below) for at least two years from the Closing Date (the “Defeasance Lock-Out Period,” and collectively with the Yield Maintenance Lock-Out Period, the “Lock-Out Period”). The weighted average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans is approximately 24 months (excluding loans with no remaining lockout period). Each Mortgage Loan restricts voluntary prepayments in one of the following ways:

(1) One hundred twenty-three of the Mortgage Loans (the “Defeasance Loans”), representing approximately 69.61% of the Initial Outstanding Pool Balance, 70.48% of the Initial Loan Group 1 Balance and 65.33% of the Initial Loan Group 2 Balance, permit defeasance (not voluntary prepayment) after the expiration of a Defeasance Lock-Out Period and prior to the related open period (such period, the “Defeasance Period”), which period is set forth on Annex A-1 under the heading “Prepayment Provisions (# of payments).” In the case of the Mortgage Loans that permit partial defeasance, the Mortgage Loan Documents require, among other things, that the defeasance collateral be an amount equal to a specified percentage, generally between 100% to 125% of the portion of the total loan amount allocated to the Mortgaged Property that is to be released (such amount, the “Allocated Loan Amount”).

(2) Thirty-five of the Mortgage Loans (the “Yield Maintenance Loans”), representing approximately 17.86% of the Initial Outstanding Pool Balance, 14.46% of the Initial Loan Group 1 Balance and 34.67% of the Initial Loan Group 2 Balance, permit voluntary prepayment of the Mortgage Loan accompanied by a Yield Maintenance Charge or a Prepayment Premium following the expiration of a Lock-Out Period (except as noted in paragraph (3) below) until the commencement of the open period for such Mortgage Loan (such period, in respect of Mortgage Loans that have a Yield Maintenance Charge payable, the “Yield Maintenance Period”). Certain of the Yield Maintenance Loans permit partial prepayment accompanied by a Yield Maintenance Charge. With respect to the Yield Maintenance Loans, the expiration of the Yield Maintenance Lock-Out Period is identified on Annex A-1 under the heading “Prepayment Provisions (# of payments).”

(3) Five of the Yield Maintenance Loans, representing approximately 1.03% of the Initial Outstanding Pool Balance and 1.23% of the Initial Loan Group 1 Balance do not have a Lock-out Period.

(4) One of the Mortgage Loans that permit some combination of defeasance and/or prepayment with a yield maintenance charge or prepayment premium (each, an “Other Loan”) identified as USFS Industrial Distribution Portfolio on Annex A-1 to this prospectus supplement, representing 7.52% of the Initial Outstanding Pool Balance and 9.04% of the Initial Loan Group 1 Balance, permits prepayment with a yield maintenance charge or prepayment premium (which amount is at least 3% of the prepaid amount) from the date that is the earlier of (i) August 2, 2008 and (ii) the date on which the last pari passu note to be securitized has been deposited into a securitization, then from the date that is two years after the closing date of the last pari passu note securitization, only defeasance is permitted.

(5) One of the Other Loans identified as 130 Prince Street on Annex A-1 to this prospectus supplement, representing 3.34% of the Initial Outstanding Pool Balance and 4.02% of the Initial Loan Group 1 Balance, permits after a lockout of at least two years after the Closing Date, defeasance or prepayment with a yield maintenance charge.

(6) One of the Other Loans identified as CGM RRI Hotel Portfolio on Annex A-1 to this prospectus supplement, representing 1.67% of the Initial Outstanding Pool Balance and 2.01% of the Initial Loan Group 1 Balance, permits (i) from and after the earlier to occur of (a) the third anniversary of the first payment date and (b) two years after the closing date of the last pari passu note securitization, prepayment with a yield maintenance charge or prepayment premium (which amount is at least 1% of the prepaid amount) and (ii) after a lockout of at least two years after the securitization closing date of the last pari passu note, defeasance.

(7) One of the Defeasance Loans identified as 550-552 West 21st Street on Annex A-1 to this prospectus supplement, representing 0.21% of the Initial Outstanding Pool Balance and 0.26% of the Initial Loan Group 1 Balance, permits the borrower to prepay the mortgage loan in full with a yield maintenance charge or prepayment premium equal to the greater of Yield Maintenance and 5%, on a date prior to the commencement of the Defeasance Period, in the event the Mortgage Loan sponsor and his wife both die prior to that date. After the commencement of the Defeasance Period, only defeasance is permitted.

With respect to the Yield Maintenance Loans, the “Yield Maintenance Charge” will generally, subject to variations, be equal to the greater of, (i) a specified percentage of the amount being prepaid or (ii) the present value as of the prepayment date, of the remaining scheduled payments of principal and interest from the prepayment date through the maturity date determined by discounting such payments at the “Discount Rate” defined below (or as stated in the related loan documents), less the amount of principal being prepaid. However, the Yield Maintenance Charge formula in a Yield Maintenance Loan may be significantly different than this formulation.

The term “Discount Rate” referred to in the preceding two paragraphs, generally means the yield on a U.S. Treasury security (in the case of certain mortgage loans, plus a specified percentage) that has the most closely corresponding maturity date to the maturity date, or, the remaining weighted average life of the mortgage loan, and in some cases, converted to a monthly equivalent yield (as described in the respective loan documents).

“Prepayment Premium” generally means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a Principal Prepayment on, or other early collection of principal of, that Mortgage Loan.

Prepayment Premiums and Yield Maintenance Charges are distributable as described in this prospectus supplement under “Description of the Offered Certificates—Prepayment Premiums and Yield Maintenance Charges.”

Most of the Mortgage Loans permit voluntary prepayment without the payment of a Yield Maintenance Charge or any Prepayment Premium during an “open period” that occurs immediately prior to and including the stated maturity date set forth in Annex A-1.

All of the Mortgage Loans that permit voluntary prepayments require that the prepayment be made on the Due Date or, if on a different date, that any prepayment be accompanied by the interest that would accrue through but excluding the next Due Date.

Unless a mortgage loan is relatively near its stated maturity date or unless the sale price or the amount of the refinancing of the related Mortgaged Property is considerably higher than the current outstanding principal balance of the mortgage loan (due to an increase in the value of the Mortgaged Property or otherwise) and depending on the interest rate environment at the time of prepayment, the Yield Maintenance Charge or Prepayment Premium may offset entirely or render insignificant any economic benefit to be received by a related borrower upon a refinancing or sale of its Mortgaged Property. The Yield Maintenance Charge or Prepayment Premium provision of a mortgage loan creates an economic disincentive for the borrower to prepay its mortgage loan voluntarily and, accordingly, the related borrower may elect not to prepay its mortgage loan. However, we cannot assure you that the imposition of a Yield Maintenance Charge or Prepayment Premium will provide a sufficient disincentive to prevent a voluntary principal prepayment or sufficient compensation to Certificateholders affected by a prepayment.

Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a Mortgage Loan. The Mortgage Loans generally do not require the payment of Yield Maintenance Charges in connection with a prepayment of the related Mortgage Loan as a result of a casualty or condemnation. Certain of the Mortgage Loans may require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with an acceleration of the related Mortgage Loan. There can be no assurance that the related borrowers will pay the Prepayment Premiums or Yield Maintenance Charges. See “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Enforceability of Prepayment Premiums, Yield Maintenance Charges and Defeasance Provisions” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

In the case of most of the Mortgage Loans, if an award or loss resulting from an event of condemnation or casualty is less than a specified percentage of the original principal balance of the Mortgage Loan, the proceeds or award may be applied by the borrower to the costs of repairing or replacing the Mortgaged Property. In all other circumstances, the Mortgage Loans provide generally that in the event of a condemnation or casualty, the lender may apply the condemnation award or insurance proceeds to the repayment of debt, without payment of a Prepayment Premium or a Yield Maintenance Charge.

Certain Mortgage Loans provide that if casualty or condemnation proceeds are applied to partially prepay the Mortgage Loan, the borrower will be permitted to supplement such proceeds with an amount sufficient to prepay the entire principal balance or an allocated portion of the Mortgage Loan. In such event, generally no Prepayment Premium or Yield Maintenance Charge would be required to be paid.

Some of the Mortgage Loans are sometimes additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios. In some cases, a Mortgage Loan’s amortization schedule will be recast upon the occurrence of certain events, including prepayments in connection with partial condemnations or partial casualty losses, property releases or partial prepayment of a loan with a holdback amount via application of the related holdback reserves, cash reserves or letter of credit due to the failure to satisfy performance triggers. For additional information, see Annex A-1 to this prospectus supplement.

Neither the Depositor nor any of the Mortgage Loan Sellers makes any representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge. See “Risk Factors—Risks Related to the Offered Certificates—Risk Related to Prepayments and Repurchases” and “—Yield Considerations” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

Property Releases. Certain of the Mortgage Loans contain provisions that permit the related borrower to obtain a release of all or a portion of the Mortgaged Property or Mortgaged Properties from the lien of the Mortgage securing such Mortgage Loan.

All of the Defeasance Loans permit the applicable borrower, after the Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from the lien of the related Mortgage (“Defeasance” or, the option to cause a Defeasance, the “Defeasance Option”), provided that, among other conditions, (a) no event of default exists; (b) the borrower pays on a Due Date (the “Release Date”) (i) all interest accrued and unpaid on the principal balance of the Note (or, with respect to a partial Defeasance, a portion of the Note) to and including the Release Date and (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all related Mortgage Loan Documents; and (c) the borrower delivers “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended) or such other securities as permitted by the Code with respect to a Defeasance, that is acceptable to the Rating Agencies (the “Defeasance Collateral”) in an amount sufficient to make

payments on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date (or the Anticipated Repayment Date, if applicable), or in certain cases, through the date on which the Mortgage Loan is freely prepayable, in amounts equal to the scheduled payments due on such dates under the Mortgage Loan or the defeased amount thereof in the case of a partial Defeasance. In addition, in connection with a Defeasance, the related borrower is generally required to (i) pay any costs and expenses incurred in connection with the Defeasance and (ii) deliver a security agreement granting the Trust a first priority lien on the Defeasance Collateral and an opinion of counsel to such effect. Certain of the Defeasance Loans permit the release from the lien of the related mortgage of an individual Mortgaged Property or a portion of the Mortgaged Property, provided, among other things, (i) and (ii) (listed in the prior sentence) are satisfied and the borrower delivers Defeasance Collateral in an amount equal to a specified percentage (generally 100% to 125%) of the Allocated Loan Amount for such Mortgaged Property or portion of such Mortgaged Property to be released from the lien of the related mortgage. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period is at least two years from the Closing Date. In certain cases a borrower may post Defeasance Collateral sufficient to make payments through the related maturity date and thereafter prepay the Mortgage Loan after the date upon which the related Mortgage Loan is freely prepayable, in which case the remaining Defeasance Collateral will be returned to the borrower.

In some cases, a successor borrower will assume the obligations of the borrower exercising a Defeasance Option and the original borrower will be released from its obligations under the related Mortgage Loan Documents. If a Mortgage Loan is partially defeased and the successor borrower will be assuming the borrower’s obligations, the related Note will generally be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

In the case of the cross-collateralized and cross-defaulted Mortgage Loans identified on Annex A-1 as 770 & 780 Garden Street and 509 212th Street, representing 0.34% and 0.17% of the Initial Outstanding Pool Balance and 2.04% and 0.99% of the Initial Loan Group 2 Balance, the related Mortgage Loan documents permit the borrowers to obtain the release of an individual Mortgaged Property from the cross-collateralization and cross-default provisions upon the defeasance of one of the Mortgage Loans, provided the remaining Mortgaged Property has a DSCR at least equal to 1.30x (based on interest only payments) or 1.15x (based on amortizing payments), as applicable.

The Depositor makes no representation as to the enforceability of the defeasance provisions of any Mortgage Loan. See “Risk Factors—Risks Related to the Offered Certificates —Risks Related to Prepayments and Repurchases” and “—Yield Considerations” in this prospectus supplement.

In addition to the release of a Mortgaged Property by substitution of such Mortgaged Property for Defeasance Collateral, certain of the Mortgage Loans permit the release or substitution of a Mortgaged Property or portion thereof as follows:

The related borrower is also permitted to substitute any similar fee or leasehold property for any of the Mortgaged Properties subject to satisfaction of certain conditions, including, but not limited to (i) the receipt of a REMIC opinion; (ii) after giving effect to such substitution, the debt service coverage ratio is not less than the greater of (a) 80% of the debt service coverage ratio immediately prior to such substitution and (b) the debt service coverage ratio at origination of the mortgage loan; (iii) after giving effect to such substitution, the loan-to-value ratio is not greater than the lesser of (a) the loan-to-value ratio immediately prior to such substitution and (b) the loan-to-value ratio at origination of the mortgage loan; (iv) the lender has received written confirmation from each Rating Agency that such substitution will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned by such rating agency to any Class of Certificates; and (v) the borrower has submitted customary due diligence materials satisfying the criteria described in the Mortgage Loan documents. The substitute property will be subject to a geographic diversity test under which the proposed substitution does not cause the aggregate release amounts with respect to individual properties located in any single state to exceed 30% of the principal amount. Additionally, the borrower will not be permitted to substitute properties with an aggregate release amount equal to more than 30% of the principal amount. Any substitute property will be subject to the lease in place for the Mortgaged Property and may not have a value that is less than the property being replaced. Following the prepayment lockout date and prior to the defeasance lockout date, borrower may prepay a portion of the loan to satisfy the DSCR and LTV tests and following the defeasance lockout date, may only conduct a partial defeasance of the loan if such tests could not otherwise be satisfied.

For additional information regarding such Mortgage Loan see also “Annex B—Description of Top Ten Mortgage Loans—USFS Industrial Distribution Portfolio” to this prospectus supplement.

On or after the date that is two years after the securitization of the last component of the CGM RRI Hotel Portfolio Loan Combination, the related borrower is also permitted to substitute any similar fee property for any of the Mortgaged Properties subject to satisfaction of certain conditions, including, but not limited to (i) the receipt of a REMIC opinion; (ii) after giving effect to such substitution, the debt service coverage ratio is not less than the greater of (a) the debt service coverage ratio for all the Mortgaged Properties immediately prior to such substitution and (b) the debt service coverage ratio for all the Mortgaged Properties at the origination of the mortgage loan; (iii) after giving effect to such substitution, the Debt Yield is not greater than the lesser of (x) the Debt Yield immediately prior to such substitution and (y) the Debt Yield at the origination of the Mortgage Loan; (iv) the lender has received written confirmation from each Rating Agency that such substitution will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned by such rating agency to any Class of Certificates; and (v) the borrower has submitted customary due diligence materials satisfying the criteria described in the Mortgage Loan documents. Any substitute property must have a fair market value that is not less than the greater of 100% of (i) the fair market value of the property it is replacing (the “Substituted Property”), calculated as of the origination of the Mortgage Loan, and (ii) the fair market value of the Substituted Property, calculated as of the date immediately preceding the substitution. Additionally, the net operating income for the substitute property for the 12 month period immediately preceding the substitution must be greater than 100% of the net operating income for the Substituted Property for the 12 month period immediately preceding the substitution. The borrower is not permitted to substitute more than 10 Mortgaged Properties.

Escrows. Certain of the Mortgage Loans provide for monthly escrows to cover property taxes, insurance premiums, ground lease payments and ongoing capital replacements. For information regarding certain escrows, see Annex A-1 to this prospectus supplement.

Other Financing. The applicable Mortgage Loan Sellers have informed the Depositor that they are aware of the following existing or future permitted indebtedness secured by a Mortgaged Property that also secures a Mortgage Loan:

The Mortgage Loans generally prohibit the related borrower from incurring unsecured indebtedness, other than in the ordinary course of business, except:

The Mortgage Loan Documents generally prohibit the pledge or transfer of the related Mortgaged Property or the controlling ownership interests in the related borrower above certain percentage thresholds without lender consent, other than certain specified transfers, including but not limited to:

In addition, certain of the Mortgage Loan Documents permit the transfer to certain qualifying entities, which entities generally are required to satisfy specified criteria, such as net worth and/or experience related tests and with respect to mortgage loans secured by cooperative apartment buildings, the loan documents permit and lender consent is not required in connection with transfers or termination of proprietary leases with tenant shareholders. Also, to the extent Mortgage Loan Documents permit mezzanine debt or to the extent a non-controlling equity holder in the borrower is entitled to a preferred return on its investment, under certain circumstances, a transfer of a controlling interest in the borrower to the holder of the mezzanine debt or the preferred equity holder may occur without lender consent and such transfer would not trigger the “due-on-sale” provision in the related Mortgage Loan Documents.

The Mortgage Loan Sellers have notified the Depositor that they are aware of the following existing mezzanine debt:

In the case of the above described Mortgage Loans with existing mezzanine debt, the holder of the mezzanine loan generally has the right to cure certain defaults occurring on the related Mortgage Loan and the right to purchase the Mortgage Loan from the trust if certain Mortgage Loan defaults occur. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the Mortgage Loan, together with accrued and unpaid interest on, and all unpaid servicing expenses and advances relating to, the Mortgage Loan.

With respect to the mortgage loans listed in the chart below, the related Mortgage Loan Sellers have informed us that the direct and/or indirect equity owners of the borrower are permitted to pledge their interest in the related borrower as security for a mezzanine loan, subject to the satisfaction of conditions contained in the related loan documents, including, among other things, a combined maximum loan-to-value ratio and a combined minimum debt-service-coverage ratio, as listed below, and in some cases, receipt of a “no downgrade” letter from the rating agencies:

The specific rights of the related mezzanine lender with respect to any future mezzanine loan will be specified in the related intercreditor agreement and may include rights substantially similar to the cure and repurchase rights described above. Except as disclosed under this “—Other Financing” subsection, we are not aware of any other mezzanine debt affecting borrowers under the mortgage loans that we intend to include in the Trust Fund.

Certain risks relating to additional debt are described in “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Additional Debt” in this prospectus supplement.

Performance Escrows and Letters of Credit. In connection with the origination of certain mortgage loans, the related borrower was required to escrow funds or post a letter of credit related to obtaining certain performance objectives, including reaching targeted debt service coverage or occupancy-related levels. The related loan documents generally provide that such funds will be released to the related borrower upon the satisfaction of certain conditions and the Special Servicer will in some cases be entitled to review the determination by the applicable Master Servicer that such conditions have or have not been satisfied. Additionally, such Mortgage Loans may permit that such funds be applied to reduce the principal balance of the related Mortgage Loan if such conditions are not met or to fund shortfalls in debt service. This will have the same effect on the Certificates as a partial prepayment of such Mortgage Loan. For additional information, see Annex A-1 to this prospectus supplement. See also “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases” in this prospectus supplement. If such conditions are not satisfied and the mortgagee has the discretion to retain the cash or letter of credit as additional collateral, generally, the applicable Master Servicer will be directed in the Pooling and Servicing Agreement to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use such funds to reduce the principal balance of the related mortgage loan, unless holding such funds would otherwise be inconsistent with the applicable Servicing Standard. If such funds are applied to reduce the principal balance of the Mortgage Loan, the Trust would experience an early prepayment that may adversely affect the yield to maturity on your

Certificates. In some cases, the related loan documents do not require payment of a yield maintenance charge or prepayment premium in connection with such prepayment. In addition, certain other Mortgage Loans have performance escrows or letters of credit, however, these Mortgage Loans do not contain conditions allowing the lender to use such funds to reduce the principal balance of the related Mortgage Loan unless there is an event of default.

“Due-on-Sale” and “Due-on-Encumbrance” Provisions. The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses that, in each case, generally permit the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property (other than as permitted in the Mortgage Loan Documents) without the consent of the lender. The Pooling and Servicing Agreement requires the Special Servicer (except with respect to the Non-Serviced Mortgage Loans and subject to the rights of the Directing Holder), to determine, in a manner consistent with the applicable Servicing Standard, whether to exercise any right the lender may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Certain of the Mortgage Loans provide that the lender may condition an assumption of the loan on the receipt of an assumption fee, which in some cases may be up to one percent (or larger) of the then unpaid principal balance of the applicable Note, in addition to the payment of all costs and expenses incurred in connection with such assumption. Certain of the Mortgage Loans permit either: (i) a transfer of the related Mortgaged Property if certain specified conditions are satisfied or if the transfer is to a borrower reasonably acceptable to the lender; or (ii) transfers to parties related to the borrower or other transfers permitted under the Mortgage Loan Documents. See “—Other Financing,” in this prospectus supplement and “Description of the Pooling Agreements—Due-on-Sale and Due-on-Encumbrance Provisions” and “Certain Legal Aspects of Mortgage Loans—Due-on-Sale and Due-on-Encumbrance Provisions” in the prospectus. The Depositor makes no representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in any Mortgage Loan.

Loans Subject to Government Assistance. Certain of the Mortgage Loans may be secured now or in the future by Mortgaged Properties that are eligible for and have received low income housing tax credits pursuant to Section 42 of the Internal Revenue Code in respect of various units within the Mortgaged Property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the United States Department of Housing and Urban Development. The Depositor gives no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related Mortgage Loan.

Delinquency. As of the Cut-off Date, none of the Mortgage Loans were 30 days or more delinquent, or had been 30 days or more delinquent during the 12 calendar months preceding the Cut-off Date.

Borrower Concentrations. Several groups of Mortgage Loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 7.88%, 2.58%, and 2.36%, respectively, of the Initial Outstanding Pool Balance.

Single-Tenant Mortgage Loans. In the case of 65 mortgaged properties securing mortgage loans representing 21.91% of the Initial Outstanding Pool Balance and 26.35% of the Initial Loan Group 1 Balance, one or more of the related Mortgaged Properties are 100% leased to a single tenant (and, in the case of the Mortgage Loan identified as Quality King on Annex A-1 to this prospectus supplement, such lease is to an affiliate of the borrower that has subleased 98.7% of the related mortgaged property to its affiliates) (each such Mortgage Loan, a “Single-Tenant Mortgage Loan”). The Mortgaged Property securing each Single-Tenant Mortgage Loan is generally subject to a single space lease, which in some cases has a primary lease term that expires on or after the scheduled maturity date of the related Mortgage Loan, but in other cases does not. See Annex A-1 for loan maturity dates and the lease expiration dates for the three largest tenants. In addition, certain of these leases may have termination options that are prior to the Mortgage Loan Maturity Date. The amount of the monthly rental payments payable by the tenant under the lease is equal to or greater than the scheduled payment of all principal, interest and other amounts (other than any Balloon Payment) due each month on the related Mortgage Loan.

Geographic Location. The Mortgaged Properties are located throughout 38 states and the District of Columbia, with the largest concentrations by Initial Outstanding Pool Balance located in New York, California and Washington. See “Summary of the Prospectus Supplement —The Mortgage Pool—Characteristics of the Mortgage Pool—Property Locations” in this prospectus supplement for a table setting forth information about the jurisdictions with the greatest concentrations of Mortgaged Properties.

Cross-Collateralization and Cross-Default. Two groups of the Mortgage Loans, collectively representing approximately 0.75% of the Initial Outstanding Pool Balance, are cross-defaulted and cross-collateralized, although in each case, the borrowers are different entities. The following Mortgage Loans are cross-collateralized and cross-defaulted:

There can be no assurance that the cross-collateralization and cross-default provisions in the related Mortgage Loan Documents will be enforceable. In addition, under certain circumstances, including upon the assumption or defeasance of the cross-collateralized and cross-defaulted Mortgage Loan(s), the related loan documents permit the Mortgage Loans to be uncrossed. See “—Property Releases” above.

Loan Purpose. Sixty of the Mortgage Loans, representing 40.61% of the Initial Outstanding Pool Balance, 42.59% of the Initial Loan Group 1 Balance and 30.83% of the Initial Loan Group 2 Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property. One hundred one of the Mortgage Loans, representing 59.39% of the Initial Outstanding Pool Balance, 57.41% of the Initial Loan Group 1 Balance and 69.17% of the Initial Loan Group 2 Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.

The description in this prospectus supplement, including Annex A-1, Annex A-2 and Annex A-3, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Trust Fund if the Depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described herein.

A Current Report on Form 8-K (the “Form 8-K”) will be available to purchasers of the Offered Certificates and will be filed by the Depositor, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within 15 days (except as described below) after the initial issuance of the Offered Certificates. In the event Mortgage Loans are removed from the Trust Fund as set forth in the preceding paragraph, such removal will be noted in the Form 8-K, and, if such removal or any other event results in any material pool characteristic of the actual Mortgage Pool differing by 5.0% or more (other than by reason of the mortgage loans converting into cash in accordance with their terms) from the description of the Mortgage Pool in the final prospectus supplement filed with the Securities and Exchange Commission, such Form 8-K will be filed no later than four business days after the initial issuance of the Offered Certificates. Such Form 8-K will be available to purchasers and potential purchasers of the Offered Certificates.

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of 34 classes (each, a “Class”) to be designated as (i) the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4 Certificates, Class A-1A Certificates, Class XP Certificates, Class XS Certificates, Class XW Certificates, Class AM-FX Certificates, Class AM-FL Certificates, Class A-MA Certificates, Class AJ-FX Certificates, Class AJ-FL Certificates, Class A-JA Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class O Certificates, Class P Certificates, Class Q Certificates and Class S Certificates (collectively, the “Regular Certificates”), (ii) the Class T Certificates and (iii) the Class R Certificates and Class LR Certificates (collectively, the “Residual Certificates” and, together with the Regular Certificates and the Class T Certificates, the “Certificates”). The Class XP, Class XS and Class XW Certificates are collectively referred to herein as the “Class X Certificates.” Only the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B and Class C Certificates (the “Offered Certificates”) are offered hereby. The Class XP, Class XS, Class XW, Class AM-FL, Class AJ-FL, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R and Class LR Certificates (the “Private Certificates”) are not offered hereby.

The Certificates represent in the aggregate the entire beneficial ownership interest in a Trust consisting of, among other things: (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans due after the Cut-off Date; (ii) any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) acquired on behalf of the Trust through foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an “REO Property”); (iii) such funds or assets as from time to time are deposited in the Collection Account, the Distribution Account, the Excess Liquidation Proceeds Account, the Interest Reserve Account and any account established in connection with REO Properties (an “REO Account”); (iv) the rights of the lender under all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interests therein; (v) the Depositor’s rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; and (vi) all of the lender’s right, title and interest in the Reserve Accounts and Lock Box Accounts, in each case, to the extent of the Trust’s interests therein.

On the Closing Date, the “Class AM-FL Regular Interest” and the “Class AJ-FL Regular Interest” will also be issued by the Trust Fund as uncertificated regular interests in one of the REMICs. The Depositor will transfer the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest to the Trust Fund in exchange for the Class AM-FL and Class AJ-FL Certificates, respectively. The Class AM-FL Certificates will represent all of the beneficial ownership interest in the portion of the Trust Fund that consists of the Class AM-FL Regular Interest, the related Swap Agreement and the related floating rate account to be established by the Certificate Administrator. The Class AJ-FL Certificates will represent all of the beneficial ownership interest in the portion of the Trust Fund that consists of the Class AJ-FL Regular Interest, the related Swap Agreement and the related floating rate account to be established by the Certificate Administrator. None of the Class AM-FL Certificates, the Class AJ-FL Certificates, the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest are offered by this Prospectus Supplement.

Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class AM-FL, Class A-MA, Class AJ-FX, Class AJ-FL, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates (collectively, the “Sequential Pay Certificates,” and each, a “Sequential Pay Certificate”) will have the following aggregate principal balances (each, a “Certificate Balance”), in each case, subject to a variance of plus or minus 5.0%:

The Class XP, Class XS and Class XW Certificates will each have a notional balance (the “Notional Balance“), which is used solely for the purpose of determining the amount of interest to be distributed on such Certificates and does not represent the right to receive any distributions of principal.

The Notional Balance of the Class XP Certificates from time to time will equal the sum of the components of the Class XP Certificates (each, a “Class XP Component”). Each of the Class XP Components will relate to a particular Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest and, at any time during any of the periods specified on Annex G to this Prospectus Supplement, will equal the lesser

of (a) the specific amount identified in the table on Annex G to this Prospectus Supplement with respect to the related Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest for that period and (b) 50% of the then Certificate Balance of the related Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest. Notwithstanding anything to the contrary in this Prospectus Supplement, the Notional Amount of the Class XP Certificates will be $0 following the Distribution Date in [ ] 20[ ]. The initial Notional Amount of the Class XP Certificates will be approximately $TBD.

The Notional Balance of the Class XS Certificates will equal 50% of the aggregate Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest outstanding from time to time. The total initial Notional Balance of the Class XS Certificates will be approximately $1,047,091,908, although it may be as much as 5.0% larger or smaller.

The Notional Balance of the Class XW Certificates will equal 50% of the aggregate Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest outstanding from time to time. The total initial notional balance of the Class XW Certificates will be approximately $1,047,091,908, although it may be as much as 5.0% larger or smaller.

The Class T, Class R and Class LR Certificates will not have Certificate Balances or Notional Balances.

The Certificate Balance of any Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest outstanding at any time represents the maximum amount which the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust; provided, however, that in the event that Realized Losses previously allocated to a Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest in reduction of the Certificate Balance thereof are recovered subsequent to the reduction of the Certificate Balance of such Class to zero, such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth under “—Distributions—Payment Priorities” in this prospectus supplement.

The respective Certificate Balance of each Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest will in each case be reduced by amounts actually distributed thereon that are allocable to principal and by any Realized Losses allocated to such Class of Certificates. The Class XP, Class XS and Class XW Certificates represent a right to receive interest accrued as described below on a Notional Balance. The Notional Balances of the Class XS and Class XW Certificates will be reduced to the extent of all reductions in the aggregate Certificate Balance of the Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest. The Notional Balance of the Class XP Certificates will be reduced to the extent of all reductions in the Certificate Balance (or any portion thereof) of any Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest, included in the calculation of the Notional Balance of the Class XP Certificates on the related Distribution Date.

Method, Timing and Amount. Distributions on the Certificates will be made on the fourth business day following the Determination Date in each month, commencing in December 2007 (each, a “Distribution Date”). All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on the last business day of the calendar month immediately preceding the month in which such Distribution Date occurs or, if such day is not a business day, the preceding business day (the “Record Date”). Such distributions will be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five business days prior to the related Record Date, or otherwise by check mailed to such Certificateholder. The final distribution on any Offered Certificates will be made in like manner, but only upon presentment or surrender (for notation that the Certificate Balance has been reduced to zero) of such Certificate at the location specified in the notice to the holder of that Certificate of such final distribution. All distributions made with respect to a Class of Certificates on each Distribution Date will be allocated pro rata among the outstanding Certificates of that Class based on their respective Percentage Interests. The “Percentage Interest” evidenced by any Offered Certificate is equal to the initial principal balance thereof as of the Closing Date divided by the initial Certificate Balance of the related Class.

The aggregate distribution to be made with respect to the Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest on any Distribution Date will equal the Available Funds. The “Available Funds” for any Distribution Date will be the sum of the following amounts (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, but excluding Excess Liquidation Proceeds) received by or on behalf of the Master Servicers in the Collection Period relating to such Distribution Date; (ii) all P&I Advances made by the Master Servicers or the Trustee, as applicable, in respect of such Distribution Date; (iii) all other amounts received by the Master Servicers in such Collection Period and required to be deposited in the appropriate Collection Account by the Master Servicers pursuant to the Pooling and Servicing Agreement allocable to the Mortgage Loans for the applicable Collection Period; (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the business day prior to the Master Servicer Remittance Date; (v) any amounts representing Prepayment Interest Shortfalls remitted by the Master Servicers to the appropriate Collection Account (as described under “—Prepayment Interest Shortfalls” below); (vi) with respect to the initial Distribution Date, any applicable Interest Deposit Amount (as defined below) and (vii) for the Distribution Date occurring in each March of each calendar year, the Withheld Amounts then on deposit in the Interest Reserve Account as described under “The Pooling and Servicing Agreement—Accounts—Interest Reserve Account” below, but excluding the following:

(a) all amounts permitted to be used to reimburse the Master Servicers, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts with interest thereon as described in this prospectus supplement under “The Pooling and Servicing Agreement—Advances”;

(b) the aggregate amount of the Servicing Fee (which includes the fees for the Master Servicers, the Certificate Administrator, the Trustee and fees for primary servicing functions), and the other Servicing Compensation (e.g., Net Prepayment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement of interest on Advances and certain expenses, as provided in the Pooling and Servicing Agreement), assumption fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees payable to the Master Servicers, the Certificate Administrator and the Trustee, and the Special Servicing Fee (and other amounts payable to the Special Servicer described in this prospectus supplement under “The Pooling and Servicing Agreement— Special Servicing—Special Servicing Compensation”)), together with interest on Advances to the extent provided in the Pooling and Servicing Agreement, and

reinvestment earnings on payments received with respect to the Mortgage Loans that the Master Servicers or the Special Servicer are entitled to receive as additional servicing compensation, in each case in respect of such Distribution Date;

(d) to the extent permitted by the Pooling and Servicing Agreement, that portion of net liquidation proceeds, net insurance proceeds and net condemnation proceeds with respect to a Mortgage Loan which represents any unpaid Servicing Fee and special servicing compensation as described in this prospectus supplement, to which the Master Servicers, the Special Servicer, any subservicer, the Certificate Administrator and the Trustee are entitled;

(e) all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicers, the Special Servicer, the Certificate Administrator or the Trustee and other amounts permitted to be retained by the Master Servicers or withdrawn pursuant to the Pooling and Servicing Agreement in respect of various items, including interest on Advances as provided in the Pooling and Servicing Agreement;

(g) any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

(h) all amounts received with respect to each Mortgage Loan previously replaced, purchased or repurchased from the Trust Fund pursuant to the Pooling and Servicing Agreement or a Mortgage Loan Purchase Agreement during the related Collection Period and subsequent to the date as of which such Mortgage Loan was replaced, purchased or repurchased;

(i) the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC under the circumstances and to the extent described in the Pooling and Servicing Agreement; and

(j) with respect to any Distribution Date occurring in each February, and in any January occurring in a year that is not a leap year, in either case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts to be deposited in the Interest Reserve Account in accordance with the Pooling and Servicing Agreement.

“Interest Deposit” means the amount of interest that would have accrued at the related Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of December 1, 2007 had such Mortgage Loan been originated on November 1, 2007, for the period from and including November 1, 2007 to but excluding December 1, 2007.

“Interest Deposit Amount” means the amount of Interest Deposit for the Mortgage Loans that are set forth on Footnote 34 to Annex A-1 to this prospectus supplement.

The “Monthly Payment” with respect to any Mortgage Loan (other than any REO Loan) and any Due Date, is the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant Monthly Payment due on a Balloon Loan), which is payable by the related borrower on such Due Date under the related Note. The Monthly Payment with respect to an REO Loan for any Distribution Date is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the Pooling and Servicing Agreement and on the assumption that all other amounts, if any, due thereunder are paid when due.

“Unscheduled Payments” are all net liquidation proceeds, net insurance proceeds and net condemnation proceeds payable under the Mortgage Loans, the repurchase price of any Mortgage Loan repurchased by a Mortgage Loan Seller due to a breach of a representation or warranty made by it or as a result of a document defect in the mortgage file or the purchase price paid by the parties

described in this prospectus supplement under “The Pooling and Servicing Agreement—Optional Termination” and “—Realization Upon Defaulted Mortgage Loans,” and any other payments under or with respect to the Mortgage Loans not scheduled to be made, including Principal Prepayments received by the Master Servicers (but excluding Prepayment Premiums and Yield Maintenance Charges, if any) during such Collection Period. See “Yield and Maturity Considerations—Yield Considerations—Certain Relevant Factors” in this prospectus supplement.

“Net REO Proceeds” with respect to any REO Property and any related REO Loan are all revenues received by the Special Servicer with respect to such REO Property or REO Loan, net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to the Pooling and Servicing Agreement.

“Principal Prepayments” are payments of principal made by a borrower on a Mortgage Loan that are received in advance of the scheduled Due Date for such payments and that are not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

The “Collection Period” with respect to any Distribution Date and each Mortgage Loan, is the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, immediately following the Cut-off Date) and ends on the Determination Date in the calendar month in which such Distribution Date occurs.

If, in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the expected receipt of any monthly payment based on information set forth in a report of the Master Servicers or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid on the last two business days preceding such Distribution Date, and the related borrower fails to make such payments at such time or the applicable Master Servicer revises its final report and as a result the Certificate Administrator revises its report to DTC after the DTC deadline, the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date, but there can be no assurance that DTC can do so. The Trustee, the Certificate Administrator, the Master Servicers and the Special Servicer will not be liable or held responsible for any resulting delay (or claims by DTC resulting therefrom) in the making of such distribution to Certificateholders. In addition, if the Certificate Administrator incurs out-of-pocket expenses, despite reasonable efforts to avoid/mitigate such expenses, as a consequence of a borrower failing to make such payments, the Certificate Administrator will be entitled to reimbursement from the Trust Fund. Any such reimbursement will constitute an expense of the Trust Fund.

The “Determination Date” is the 11^th day of each month, or if such 11^th day is not a business day, the preceding business day, commencing in December 2007.

“Net Default Interest” with respect to any Mortgage Loan is any Default Interest accrued on such Mortgage Loan less amounts required to pay the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, interest on the related Advances at the Advance Rate and to reimburse the Trust for certain additional trust fund expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees).

“Default Interest” with respect to any Mortgage Loan is interest accrued on such Mortgage Loan at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.

The “Default Rate” with respect to any Mortgage Loan is the per annum rate at which interest accrues on such Mortgage Loan following any event of default on such Mortgage Loan, including a default in the payment of a Monthly Payment or a Balloon Payment.

Payment Priorities. As used below in describing the priorities of distribution of Available Funds for each Distribution Date, the terms set forth below will have the following meanings:

The “Interest Accrual Amount” with respect to any Distribution Date and any Class of Certificates (other than the Class AM-FL, Class AJ-FL, Class T, Class R and Class LR Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest is an amount equal to interest for the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Balance, as applicable, outstanding immediately prior to such Distribution Date minus the amount of any Net Prepayment Interest Shortfall allocated to such Class with respect to such Distribution Date. Calculations of interest due in respect of the Offered Certificates will be made on the basis of a 360-day year consisting of twelve 30-day months.

“Appraisal Reduction Amount” is the amount described under “—Appraisal Reductions” below.

The “Interest Accrual Period” with respect to any Distribution Date is the calendar month immediately preceding the month in which such Distribution Date occurs.

An “Interest Shortfall” with respect to any Distribution Date for any Class of Offered Certificates is any shortfall in the amount of interest required to be distributed on such Class on such Distribution Date. No interest accrues on Interest Shortfalls.

The “Pass-Through Rate” for any Class of Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest is the per annum rate at which interest accrues on such Class during any Interest Accrual Period. The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to the lesser of the initial pass-through rate for that Class (as described in “Executive Summary—The Certificates”) and the Weighted Average Net Mortgage Pass-Through Rate, (iii) a rate equal to the Weighted Average Net Mortgage Pass-Through Rate less a specified percentage or (iv) a rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

The Pass-Through Rate applicable to the Class AM-FL and Class AJ-FL Certificates will be equal to a LIBOR-based floating rate. If there is a continuing payment default on the part of the Swap Counterparty under the related Swap Agreement, or if the related Swap Agreement is terminated and not replaced, then the Pass-Through Rate applicable to the Class AM-FL Certificates or the Class AJ-FL Certificates, as applicable, will convert to the Pass-Through Rate of Class AM-FL Regular Interest or the Class AJ-FL Regular Interest, as applicable.

The Pass-Through Rate applicable to the Class XP Certificates for the initial Distribution Date will equal approximately [ ]% per annum. The Pass-Through Rate applicable to the Class XP Certificates for each Distribution Date subsequent to the initial Distribution Date and on or before the Distribution Date in [ ] 20[ ] will equal the weighted average of the respective strip rates (the “Class XP Strip Rates“) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class XP Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of 50% of the Certificate Balance (or a lesser designated portion thereof) of a specified Class of Sequential Pay Certificates or Class AM-FL Regular Interest or Class AJ-FL Regular Interest. If 50% of the Certificate Balance of any such Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (based on their Certificate Balances) is identified under the definition of Notional Balance, as described above, as being part of the total Notional Balance of the Class XP Certificates immediately prior to any Distribution Date, then that portion of the Certificate Balance will represent one or more components of the total Notional Balance of the Class XP Certificate for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring in or before [ ] 20[ ], on any particular component of the total Notional Balance of the Class XP Certificates immediately prior to the related

Distribution Date, the applicable Class XP Strip Rate will equal, with respect to each Class of Certificates or Class AM-FL Regular Interest or Class AJ-FL Regular Interest having a Certificate Balance (or a lesser designated portion thereof) that comprises such component, the excess, if any, of:

The Pass-Through Rate applicable to the Class XS Certificates for the initial Distribution Date will equal approximately [ ]% per annum. The Pass-Through Rate applicable to the Class XS Certificates for each Distribution Date subsequent to the initial Distribution Date will equal the weighted average of the respective strip rates (the “Class XS Strip Rates“) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class XS Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of 50% of the Certificate Balance (or one or more lesser designated portions thereof) of one of the Classes of the Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest (based on their Certificate Balances). In general, 50% of the Certificate Balance of each Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (based on their Certificate Balances) will constitute a separate component of the total Notional Balance of the Class XS Certificates; provided that, if less than 50% of the Certificate Balance of any particular Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (based on their Certificate Balances) is identified under the definition of Notional Balance, as described above, as being part of the total Notional Balance of the Class XP Certificates immediately prior to any Distribution Date, then that identified portion of such Certificate Balance will also represent a separate component of the total Notional Balance of the Class XS Certificates for purposes of calculating the accrual of interest for the related Distribution Date, and 50% of such Certificate Balance, net of such identified portion, will represent a separate component of the Class XS Certificates for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring in or before [ ] 20[ ], on any particular component of the total Notional Balance of the Class XS Certificates immediately prior to the related Distribution Date, the applicable Class XS Strip Rate will be calculated as follows:

For any Distribution Date occurring after [ ] 20[ ], 50% of the Certificate Balance of each Class of Sequential Pay Certificates will constitute a separate component of the total Notional Balance of the Class XS Certificates, and the applicable Class XS Strip Rate with respect to each such component for each such Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such Class of Sequential Pay Certificates or Class AM-FL Regular Interest or Class AJ-FL Regular Interest. Under no circumstances will the Class XS Strip Rate be less than zero.

The Pass-Through Rate applicable to the Class XW Certificates for the initial Distribution Date will equal approximately [ ]% per annum. The Pass-Through Rate applicable to the Class XW Certificates for each Distribution Date subsequent to the initial Distribution Date will equal the weighted average of the respective strip rates (the “Class XW Strip Rates“) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class XW Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of 50% of the Certificate Balance of one of the Classes of the Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest (based on their Certificate Balances). In general, 50% of the Certificate Balance of each Class of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (based on their Certificate Balances) will constitute a separate component of the total Notional Balance of the Class XW Certificates

Each of the Class T, Class R and Class LR Certificates will not have a Pass-Through Rate. The Class T Certificates will not be entitled to distributions in respect of interest other than Excess Interest.

The “Weighted Average Net Mortgage Pass-Through Rate” for any Distribution Date is a per annum rate equal to a fraction (expressed as a percentage), the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage Pass-Through Rate of each such Mortgage Loan as of the immediately preceding Distribution Date and (ii) the Stated Principal Balance of

each such Mortgage Loan as of the immediately preceding Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the immediately preceding Distribution Date.

The “Due Date” with respect to any Mortgage Loan and any month, is the first day of such month in the related collection period as specified in the related Note for that Mortgage Loan.

The “Net Mortgage Pass-Through Rate” with respect to any Mortgage Loan and any Distribution Date is the Mortgage Rate for such Mortgage Loan for the related Interest Accrual Period minus the Servicing Fee Rate and the Trustee/Certificate Administrator Fee Rate. For purposes of calculating the Pass-Through Rates on the Certificates (other than the Class T, Class R and Class LR Certificates), the Net Mortgage Pass-Through Rate of each Mortgage Loan that accrues interest on an actual/360 basis for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Pass-Through Rate; provided, however, that with respect to such Mortgage Loans, the Net Mortgage Pass-Through Rate for the one month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (unless the related Distribution Date is the final Distribution Date) will be determined exclusive of the amounts withheld from that month, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld from the immediately preceding February, and, if applicable, January.

The “Mortgage Rate” with respect to each Mortgage Loan, Serviced Companion Loan and any Interest Accrual Period is the annual rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan during such period (in the absence of a default and excluding any Excess Interest), as set forth in the related Note from time to time (the initial rate is set forth on Annex A-1 to this prospectus supplement); provided, however, that for purposes of calculating Pass-Through Rates, the Mortgage Rate for any Mortgage Loan or Serviced Companion Loan will be determined without regard to any modification, waiver or amendment of the terms of that Mortgage Loan or Serviced Companion Loan, whether agreed to by the applicable Master Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower and without regard to any excess interest.

The “Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following items without duplication:

(i) the principal component of all scheduled Monthly Payments (other than Balloon Payments) due on the Mortgage Loans on the related Due Date (if received during the related Collection Period or advanced);

(ii) the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period or advanced) with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment;

(iii) the Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Trust Fund in connection with the breach of a representation or warranty or a document defect in the related mortgage file or purchased from the Trust as described in this prospectus supplement under “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans” and “—Optional Termination”;

(iv) the portion of Unscheduled Payments allocable to principal of any Mortgage Loan that was liquidated during the related Collection Period;

(v) the principal component of all Balloon Payments and any other principal payment on any Mortgage Loan received on or after the maturity date thereof, to the extent received during the related Collection Period;

(vi) all other Principal Prepayments received in the related Collection Period; and

(vii) any other full or partial recoveries in respect of principal of the Mortgage Loans, including net insurance proceeds, net liquidation proceeds and Net REO Proceeds received in the related Collection Period, net of any related outstanding P&I Advances allocable to principal;

as reduced by any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date, and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan or, with respect to Property Advances, the related Serviced Loan Combination, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

The “Group 1 Principal Distribution Amount” is the sum of clauses (i) through (vii) above allocable to Mortgage Loans in Loan Group 1.

The “Group 2 Principal Distribution Amount” is the sum of clauses (i) through (vii) above allocable to Mortgage Loans in Loan Group 2.

The “Assumed Scheduled Payment” with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment (including any REO Loan as to which the Balloon Payment would have been past due) will be an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan on the related Due Date (or the portion thereof not received) based on the constant Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant payment required by the related Note and the amortization or payment schedule thereof (as calculated with interest at the related Mortgage Rate), if any, assuming such Balloon Payment has not become due after giving effect to any prior modification, and (b) interest at the applicable Net Mortgage Pass-Through Rate.

An “REO Loan” is any Mortgage Loan (other than the Non-Serviced Mortgage Loans) as to which the related Mortgaged Property has become an REO Property.

The amounts available for distribution on the Certificates on any Distribution Date will generally be net of the following amounts:

Pursuant to the Pooling and Servicing Agreement, any successor Master Servicer or Special Servicer assuming the obligations of either Master Servicer or the Special Servicer under the Pooling and Servicing Agreement generally will be entitled to the compensation to which the applicable Master Servicer or the Special Servicer would have been entitled. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer or Special Servicer will be treated as Realized Losses. The Pooling and Servicing Agreement does not provide for any successor Trustee to receive compensation in excess of that paid to its predecessor Trustee.

Distribution of Available Funds. On each Distribution Date, prior to the Crossover Date, the Available Funds for such Distribution Date will be distributed in the following amounts and order of priority:

provided, however, if on any Distribution Date, the Available Funds (or applicable portion thereof) are insufficient to pay in full the total amount of interest to be paid to any of the Classes described in this clause First, the Available Funds for such Distribution Date will be allocated among all those Classes pro rata, in accordance with their respective interest entitlements;

Second, pro rata, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A and Class XP, Class XS and Class XW Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Classes;

(A) to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates:

(i) first, to the Class A-AB Certificates, in an amount up to the Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA and Class A-JA Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance as set forth on Annex A-4 for such Distribution Date,

(ii) then, to the Class A-1 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-AB Certificates pursuant to clause (i) above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA and Class A-JA Certificates, and payments to the Class A-AB Certificates pursuant to clause (i) above have been made on such Distribution Date, until the Class A-1 Certificates have been reduced to zero,

(iii) then, to the Class A-2 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1 and the Class A-AB Certificates pursuant to clauses (i) and (ii) above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1 and Class A-AB Certificates pursuant to clauses (i) and (ii) above have been made on such Distribution Date, until the Class A-2 Certificates have been reduced to zero,

(iv) then, to the Class A-3 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-AB Certificates pursuant to clauses (i), (ii) and (iii) above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2 and Class A-AB Certificates pursuant to clauses (i), (ii) and (iii) above have been made on such Distribution Date, until the Class A-3 Certificates have been reduced to zero,

(v) then, to the Class A-AB Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii) and (iv) above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii) and (iv) above have been made on such Distribution Date, until the Class A-AB Certificates have been reduced to zero,

(vi) then, to the Class A-4 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv) and (v) above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv) and (v) above have been made on such Distribution Date, until the Class A-4 Certificates have been reduced to zero,

(B) to the Class A-1A Certificates, in an amount equal to the Group 2 Principal Distribution Amount for such Distribution Date; and after the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class AM-FX and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest have been reduced to zero, the Group 1 Principal

Distribution Amount remaining after payments to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class AM-FX and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the

Class AJ-FL Regular Interest have been made on such Distribution Date, until the Class A-1A Certificates have been reduced to zero;

Fourth, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

provided, however, if on any Distribution Date, the Available Funds (or applicable portion thereof) are insufficient to pay in full the total amount of interest to be paid to any of the Classes described in this clause Fifth, the Available Funds for such Distribution Date will be allocated among all those Classes pro rata, in accordance with their respective interest entitlements;

Sixth, to the Class AM-FX and the Class A-MA Certificates and the Class AM-FL Regular Interest, pro rata, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Classes;

(A) to the Class AM-FX Certificates and the Class AM-FL Regular Interest, pro rata, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates pursuant to sub-clauses (A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and (A)(vi) of clause third above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates pursuant to sub-clauses (A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and (A)(vi) of clause third above have been made on such Distribution Date, until the Class AM-FX Certificates and the Class AM-FL Regular Interest have been reduced to zero, and

(B) to the Class A-MA Certificates, in an amount equal to the Group 2 Principal Distribution Amount for such Distribution Date; and after the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class AM-FX and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest have been reduced to zero, the Group 1 Principal Distribution Amount remaining after payments to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest have been made on such Distribution Date, until the Class A-MA Certificates have been reduced to zero;

Eighth, to the Class AM-FX and the Class A-MA Certificates and the Class AM-FL Regular Interest, pro rata, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Classes;

provided, however, if on any Distribution Date, the Available Funds (or applicable portion thereof) are insufficient to pay in full the total amount of interest to be paid to any of the Classes described in this clause Ninth, the Available Funds for such Distribution Date will be allocated among all those Classes pro rata, in accordance with their respective interest entitlements;

Tenth, to the Class AJ-FX and the Class A-JA Certificates and the Class AJ-FL Regular Interest, pro rata, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Classes;

(A) to the Class AJ-FX Certificates and the Class AJ-FL Regular Interest, pro rata, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class AM-FX Certificates pursuant to sub-clauses (A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and (A)(vi) of clause third above and sub-clause (A) of clause seventh above) for such Distribution Date and, after the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and the Class AM-FX Certificates pursuant to sub-clauses (A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and (A)(vi) of clause third above and sub-clause (A) of clause seventh above have been made on such Distribution Date, until the Class AJ-FX Certificates and the Class AJ-FL Regular Interest have been reduced to zero, and

(B) to the Class A-JA Certificates, in an amount equal to the Group 2 Principal Distribution Amount for such Distribution Date; and after the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class AM-FX and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest have been reduced to zero, the Group 1 Principal Distribution Amount remaining after payments to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA and Class AJ-FX Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest have been made on such Distribution Date, until the Class A-JA Certificates have been reduced to zero;

Twelfth, to the Class AJ-FX Certificates and the Class A-JA Certificates and the Class AJ-FL Regular Interest, pro rata, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Classes;

Thirteenth, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fourteenth, to the Class B Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifteenth, to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixteenth, to the Class B Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Seventeenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Eighteenth, to the Class C Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Nineteenth, to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twentieth, to the Class C Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-first, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-second, to the Class D Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Twenty-third, to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-fourth, to the Class D Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-fifth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-sixth, to the Class E Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Twenty-seventh, to the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-eighth, to the Class E Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-ninth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirtieth, to the Class F Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-first, to the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-second, to the Class F Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirty-third, to the Class G Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirty-fourth, to the Class G Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-fifth, to the Class G Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-sixth, to the Class G Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirty-seventh, to the Class H Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirty-eighth, to the Class H Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-ninth, to the Class H Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fortieth, to the Class H Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-first, to the Class J Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Forty-second, to the Class J Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Forty-third, to the Class J Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Forty-fourth, to the Class J Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-fifth, to the Class K Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Forty-sixth, to the Class K Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Forty-seventh, to the Class K Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Forty-eighth, to the Class K Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-ninth, to the Class L Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fiftieth, to the Class L Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-first, to the Class L Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fifty-second, to the Class L Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifty-third, to the Class M Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fifty-fourth, to the Class M Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-fifth, to the Class M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fifty-sixth, to the Class M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifty-seventh, to the Class N Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fifty-eighth, to the Class N Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-ninth, to the Class N Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Sixtieth, to the Class N Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-first, to the Class O Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixty-second, to the Class O Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Sixty-third, to the Class O Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixty-fourth, to the Class O Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-fifth, to the Class P Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixty-sixth, to the Class P Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Sixty-seventh, to the Class P Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Sixty-eighth, to the Class P Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-ninth, to the Class Q Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Seventieth, to the Class Q Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Seventy-first, to the Class Q Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Seventy-second, to the Class Q Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Seventy-third, to the Class S Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Seventy-fourth, to the Class S Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Seventy-fifth, to the Class S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Seventy-sixth, to the Class S Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class; and

Seventy-seventh, to the Class R and Class LR Certificates as specified in the Pooling and Servicing Agreement.

All references to “pro rata” in the preceding clauses unless otherwise specified mean pro rata based upon the amount distributable pursuant to such clause.

Notwithstanding the foregoing, on each Distribution Date occurring on or after the Crossover Date, the Principal Distribution Amount will be distributed first to the Class A-1 and Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero and then to the Class AM-FX and the Class A-MA Certificates and the Class AM-FL Regular Interest, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero and then to the Class AJ-FX and the Class A-JA Certificates and the Class AJ-FL Regular Interest, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances,

until the Certificate Balance of each such Class is reduced to zero. The “Crossover Date” is the Distribution Date on which the Certificate Balance of each Class of Sequential Pay Certificates, other than the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX and Class A-JA Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest, have been reduced to zero. The Class X Certificates will not be entitled to any distribution of principal.

All amounts distributable to the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest will be deposited into one or more accounts (the “Floating Rate Accounts”) established and maintained by the Certificate Administrator for holding funds pending their distribution to the Class AM-FL Certificates, to the Class AJ-FL Certificates or to the Swap Counterparty. The Class AM-FL and Class AJ-FL Certificates will be entitled to distributions of principal, interest and other amounts from amounts on deposit in the related Floating Rate Account received in respect of the Class AM-FL Regular Interest or the Class AJ-FL Regular Interest, as applicable, from the Swap Counterparty under the related Swap Agreement, less amounts paid to the Swap Counterparty pursuant to the terms of such Swap Agreement.

On each Distribution Date, the Class A-AB Certificates have priority with respect to receiving distributions of principal to reduce the Class A-AB Certificate Balance to the Planned Principal Balance for such Distribution Date as described in “—Distributions—Distributions of Available Funds” above. The “Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex A-4 to the prospectus supplement. These balances were calculated using, among other things, the Modeling Assumptions. Based on the Modeling Assumptions, the Certificate Balance of the Class A-AB Certificates on each Distribution Date would be reduced to the balance indicated for the related Distribution Date on Annex A-4. We cannot assure you, however, that the Mortgage Loans will perform in conformity with the Modeling Assumptions or that the Certificate Balance of the Class A-AB Certificates on any Distribution Date will equal the balance that is specified for that Distribution Date on Annex A-4. In general, once the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Group 1 Principal Distribution Amount will be distributed to the Class A-AB Certificates until the Certificate Balance of the Class A-AB Certificates is reduced to zero.

On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges collected in respect of Mortgage Loans included in Loan Group 1 during the related Collection Period will be required to be distributed by the Certificate Administrator to the holders of the Class A-1 through Class K Certificates (other than Class A-1A, Class A-MA, Class A-JA, Class AM-FL and Class AJ-FL Certificates) and to the Floating Rate Accounts in respect of the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (for distribution to the Swap Counterparty) in the following manner: such holders will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such Class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1 through Class K Certificates (other than the Class A-1A, Class A-MA, Class A-JA, Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest; (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates; and (c) Prepayment Premiums or the Yield Maintenance Charges, as applicable, collected on such principal prepayment during the related Collection Period.

On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges collected in respect of Mortgage Loans included in Loan Group 2 during the related Collection Period will be required to be distributed by the Certificate Administrator to the holders of the Class A-1A, Class A-MA and Class A-JA Certificates in the following manner: the holders of the Class A-1A, Class A-MA and Class A-JA Certificates will receive the product of (a) a fraction, not greater than one, the numerator of which

is the amount of principal distributed to such Class on such Distribution Date and the denominator of which is the total amount of principal distributed to the Class A-1A, Class A-MA and Class A-JA Certificates on such Distribution Date; (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates; and (c) the Prepayment Premiums or Yield Maintenance Changes, as applicable, collected on such principal prepayment during the related Collection Period.

On or prior to the Distribution Date in [ ] 20[ ], any Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions will be distributed [ ]% to the holders of the Class XP Certificates, [ ]% to the holders of the Class XS Certificates and [ ]% to the holders of the Class XW Certificates. After the Distribution Date in [ ] 20[ ], Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions will be distributed [ ]% to the Class XS Certificates and [ ]% to the Class XW Certificates.

The “Base Interest Fraction” for any principal prepayment on any Mortgage Loan and for any of the Class A-1 through Class K Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest, will be a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates (or Class AM-FL Regular Interest, or Class AJ-FL Regular Interest) exceeds (ii) the yield rate (as provided by the applicable Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the applicable Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described in the clause (a)(i) above, then the Base Interest Fraction will be zero.

The yield rate with respect to any prepaid mortgage loan will be equal to the yield rate stated in the relevant loan documents, or if none is stated, will equal the yield, on the U.S. Treasury primary issue with a maturity date closest to the maturity date or anticipated repayment date, as applicable, for the prepaid mortgage loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield will be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date for such prepaid mortgage loan, the issue with the earlier maturity date will be selected.

In the case of the Serviced Loan Combinations, Prepayment Premiums or Yield Maintenance Charges actually collected in respect of such Loan Combination will be allocated ratably in proportion based on the amount prepaid to the Mortgage Loan and the related Companion Loans.

The “Assumed Final Distribution Date” with respect to any Class of Offered Certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Balance, as the case may be, of that Class of Certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date will in each case be as follows:

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of Balloon Payments and without regard to a reasonable liquidation time with respect to any Mortgage Loans that may become delinquent. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR and based on the Modeling Assumptions (as defined herein under “Yield and Maturity Considerations—Weighted Average Life”). Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed that scheduled rate by a substantial amount, the actual final Distribution Date for one or more Classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience. Finally, the Assumed Distribution Dates were calculated assuming that there would not be an early termination of the Trust Fund.

The “Rated Final Distribution Date” of the Offered Certificates will be November 15, 2044.

The Certificate Balances of the Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest will be reduced without distribution on any Distribution Date to the extent of any Realized Loss allocated to the applicable Class on such Distribution Date. As referred to herein, “Realized Loss” with respect to any Distribution Date means the amount, if any, by which the aggregate Certificate Balance of the Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest after giving effect to distributions made on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse each Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) immediately following the Determination Date preceding such Distribution Date. Any such Realized Losses will be applied to the Classes of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest in the following order, until the

Certificate Balance of each such Class is reduced to zero: first, to the Class S Certificates, second, to the Class Q Certificates, third, to the Class P Certificates, fourth, to the Class O Certificates, fifth, to the Class N Certificates, sixth, to the Class M Certificates, seventh, to the Class L Certificates, eighth, to the Class K Certificates, ninth, to the Class J Certificates, tenth, to the Class H Certificates, eleventh, to the Class G Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C Certificates, sixteenth, to the Class B Certificates, seventeenth, pro rata, to the Class AJ-FX and Class A-JA Certificates and the Class AJ-FL Regular Interest, eighteenth, pro rata, to the Class AM-FX and Class A-MA Certificates and the Class AM-FL Regular Interest, and finally, pro rata, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, based on their respective Certificate Balances. Any amounts recovered in respect of any such amounts previously allocated as Realized Losses will be distributed to the Classes of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest in reverse order of allocation of such Realized Losses thereto. Shortfalls in Available Funds resulting from the following expenses will be allocated in the same manner as Realized Losses:

Net Prepayment Interest Shortfalls, as described under “—Prepayment Interest Shortfalls” in this prospectus supplement, will be allocated to, and be deemed distributed to, each Class of Certificates (other than the Class T, Class R and Class LR Certificates), pro rata, based upon amounts distributable in respect of interest to each such Class (without giving effect to any such allocation of Net Prepayment Interest Shortfall). The Notional Balances of the Class XP, Class XS and Class XW Certificates will be reduced to reflect reductions in the Certificate Balances of the Classes of Sequential Pay Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest that are included in the calculation of such Notional Balances, as set forth above, as a result of write-offs in respect of final recovery determinations in respect of liquidation of defaulted Mortgage Loans.

The “Stated Principal Balance” of each Mortgage Loan will generally equal the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), reduced (to not less than zero) on each Distribution Date by (i) all payments or other collections (or P&I Advances in lieu thereof) of principal of such Mortgage Loan that have been distributed on the Certificates on such Distribution Date or applied to any other payments required under the Pooling and Servicing Agreement on or prior to such date of determination and (ii) any principal forgiven by the Special Servicer (or with respect to a Non-Serviced Mortgage Loan, by the applicable other special servicer) and other principal losses realized in respect of such Mortgage Loan during the related Collection Period (or with respect to a Non-Serviced Mortgage Loan, other principal losses realized in respect of the relevant Non-Serviced Mortgage Loan during the related Collection Period as determined in accordance with the terms of the related other pooling and servicing agreement).

With respect to a Non-Serviced Mortgage Loan, any additional trust expenses under the pooling and servicing agreement governing the relevant Non-Serviced Mortgage Loan that are similar to those expenses resulting in Realized Losses and that relate to a Non-Serviced Mortgage Loan are to be paid out of collections on, and other proceeds of, the relevant Non-Serviced Mortgage Loan and the related Companion Loans, thereby potentially resulting in a loss to the Trust.

For any Distribution Date, a “Prepayment Interest Shortfall” will arise with respect to any Mortgage Loan if (i) a borrower makes a full Principal Prepayment or a Balloon Payment during the related Collection Period or (ii) a prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as applicable, and the date such payment was made or amounts received (or, in the case of a Balloon Payment, the date through which interest thereon accrues) occurred prior to the Due Date for such Mortgage Loan in the related Collection Period. Such a shortfall arises because the amount of interest which accrues on the amount of such Principal Prepayment, the principal portion of a Balloon Payment or prepayment due to the receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as the case may be, will be less than the corresponding amount of interest accruing on the Certificates (other than the Class AM-FL, Class AJ-FL, Class T, Class R and Class LR Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest and fees payable to the Trustee, the Certificate Administrator and each Servicer. In such case, the Prepayment Interest Shortfall will generally equal the excess of (a) the aggregate amount of interest (excluding the Excess Interest) which would have accrued on the Stated Principal Balance of such Mortgage Loan for the one month period ending on such Due Date if such Principal Prepayment, Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds had not been made over (b) the aggregate interest (excluding the Excess Interest) that did so accrue through the date such payment was made.

In any case in which a Principal Prepayment in full or in part, a Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds is made during any Collection Period after the Due Date for a Mortgage Loan in the related Collection Period, a “Prepayment Interest Excess” will arise since the amount of interest (excluding the Excess Interest) which accrues on the amount of such Principal Prepayment, the principal portion of a Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds will exceed the corresponding amount of interest accruing on the Certificates (other than the Class AM-FL, Class AJ-FL, Class T, Class R and Class LR Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest and fees payable to the Trustee, the Certificate Administrator and the Master Servicers.

In the event that with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans and a Specially Serviced Mortgage Loan or a previously Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) the applicable Master Servicer accepts a voluntary Principal Prepayment (other than (i) in accordance with the terms of the related Mortgage Loan Documents, (ii) in connection with the payment of insurance proceeds or condemnation proceeds, (iii) subsequent to a default under the related Mortgage Loan Documents (provided that the applicable Master Servicer reasonably believes that acceptance of such prepayment is consistent with the applicable Servicing Standard), (iv) pursuant to applicable law or a court order, or (v) at the request of or with the consent of the Directing Holder) resulting in a Prepayment Interest Shortfall, then that Master Servicer will be required to deliver to the Certificate Administrator for deposit in the Distribution Account, without any right of reimbursement therefor, a cash payment (the “Master Servicer Prepayment Interest Shortfall”), in an amount equal to the lesser of (x) the aggregate amount of those Prepayment Interest Shortfalls incurred in connection with such voluntary Principal Prepayments received in respect of the Mortgage Loans serviced by it (other than a Specially Serviced Mortgage Loan) during the related Collection Period, and (y) the aggregate of (A) the portion of its Master Servicing Fee that is being paid in such Collection Period with respect to the Mortgage Loans serviced by it (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loans) and (B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage Loans (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loans) serviced by the applicable Master Servicer. The Master Servicers’ obligation to pay any Master Servicer Prepayment Interest Shortfall, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, will not be cumulative.

“Net Prepayment Interest Shortfall” means with respect to the Mortgage Loans serviced by the applicable Master Servicer, the aggregate Prepayment Interest Shortfalls in excess of the Master Servicer Prepayment Interest Shortfall. The Net Prepayment Interest Shortfall will generally be allocated to each Class of Certificates (other than the Class T, Class R and Class LR Certificates), pro rata, based on interest amounts distributable (without giving effect to any such allocation of Net Prepayment Interest Shortfall) to each such Class.

To the extent that the Prepayment Interest Excess for all Mortgage Loans serviced by the applicable Master Servicer exceeds the Master Servicer Prepayment Interest Shortfalls for all Mortgage Loans serviced by the applicable Master Servicer as of any Distribution Date, such excess amount (the “Net Prepayment Interest Excess”) will be payable to such Master Servicer as additional compensation.

As a means of providing a certain amount of protection to the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class XS and Class XW Certificates (except as set forth below) against losses associated with delinquent and defaulted Mortgage Loans, the rights of the holders of the Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest (collectively, the “Subordinate Certificates”) to receive distributions of interest and principal (if applicable) with respect to the Mortgage Loans, as applicable, will be subordinated to such rights of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class XS and Class XW Certificates. The Class AM-FX and the Class A-MA Certificates and the Class AM-FL Regular Interest will be likewise protected by the subordination of the Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates and the Class AJ-FL Regular Interest. The Class AJ-FX and the Class A-JA Certificates and the Class AJ-FL Regular Interest will be likewise protected by the subordination of the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates. Each other Class of Sequential Pay Certificates will be likewise protected by the subordination of each Class of Certificates with a later alphabetical class designation. This subordination will be effected in two ways: (i) by the preferential right of the holders of a Class of Regular Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest, as applicable, to receive on any Distribution Date the amounts of interest and principal distributable in respect of such Regular Certificates, Class AM-FL Regular Interest or Class AJ-FL Regular Interest on such date prior to any distribution being made on such Distribution Date in respect of any Classes of Regular Certificates, Class AM-FL Regular Interest or Class AJ-FL Regular Interest subordinate thereto, and (ii) by the allocation of Realized Losses, first, to the Class S Certificates, second, to the Class Q Certificates, third, to the Class P Certificates, fourth, to the Class O Certificates, fifth, to the Class N Certificates, sixth, to the Class M Certificates, seventh, to the Class L Certificates, eighth, to the Class K Certificates, ninth, to the Class J Certificates, tenth, to the Class H Certificates, eleventh, to the Class G Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C Certificates, sixteenth, to the Class B Certificates, seventeenth, pro rata, to the Class AJ-FX and Class A-JA Certificates and the Class AJ-FL Regular Interest, eighteenth, pro rata, to the Class AM-FX and Class A-MA Certificates and the Class AM-FL Regular Interest, and finally, pro rata, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates based on their respective Certificate Balances for Realized Losses. No other form of credit enhancement will be available for the benefit of the holders of the Offered Certificates.

Allocation of principal distributions to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates (collectively, the “Class A Certificates”) will have the effect of reducing the aggregate Certificate Balance of the Class A Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as principal is distributed to the holders of the Class A Certificates, the percentage interest in the Trust Fund evidenced by the Class A Certificates will be decreased (with a corresponding increase in the percentage interest in the Trust Fund evidenced by the

Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded the Class A Certificates by the Subordinate Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest.

With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Loan Combination, on the first Distribution Date following the earliest of (i) the date on which such Mortgage Loan or Serviced Loan Combination becomes a Modified Mortgage Loan (as defined below), (ii) the 90th day following the occurrence of any uncured delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced Loan Combination, (iii) receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity or the 60th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, (iv) the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination becomes an REO Property, (v) the 60th day after the third anniversary of any extension of a Mortgage Loan or Serviced Loan Combination and (vi) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the applicable Master Servicer, who shall promptly deliver a copy to the Special Servicer and the Controlling Class Representative, within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination and (D) the Controlling Class Representative consents, an Appraisal Reduction Event will not occur until 60 days beyond the related maturity date; and provided, further, if the related borrower has delivered to the applicable Master Servicer, who shall have promptly delivered a copy to the Special Servicer and the Controlling Class Representative, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer and the Controlling Class Representative, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (any of clauses (i), (ii), (iii), (iv), (v) and (vi), an “Appraisal Reduction Event”), an Appraisal Reduction Amount will be calculated. The “Appraisal Reduction Amount” for any Distribution Date and for any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Loan Combination as to which any Appraisal Reduction Event has occurred will be calculated by the Special Servicer on a monthly basis and will be an amount equal to the excess, if any, of (a) the outstanding Stated Principal Balance of such Mortgage Loan or the applicable Serviced Loan Combination over (b) the excess of (i) 90% of the sum of the appraised values (net of any prior mortgage liens but including all escrows and reserves (other than escrows and reserves for taxes and insurance)) of the related Mortgaged Properties securing such Mortgage Loan or the applicable Serviced Loan Combination as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the applicable Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the applicable Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate or, in the case of Mortgage Loans or Serviced Loan Combinations having a principal balance under $2,000,000, 90% of the sum of the estimated values of the related Mortgaged Properties, as described below over (ii) the sum of (A) to the extent not previously advanced by the applicable Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or the applicable Serviced Loan Combination at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Loan Combination, the weighted average of its Mortgage Rates), (B) all unreimbursed Property Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance Rate in respect of such Mortgage Loan or the applicable Serviced Loan Combination, (C) any other unpaid additional Trust expenses in respect of such Mortgage Loan or the applicable Serviced Loan Combination and (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums and all other amounts due and unpaid with respect to such Mortgage Loan or the applicable Serviced Loan Combination (which taxes, premiums (net of any escrows or reserves therefor) and

other amounts have not been the subject of an Advance by the applicable Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that in the event that the Special Servicer has not received an Updated Appraisal or Small Loan Appraisal Estimate within the time frame described below, the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Loan Combination until an Updated Appraisal or Small Loan Appraisal Estimate is received and the Appraisal Reduction Amount is calculated. Notwithstanding the foregoing, within 60 days after the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, 30 days) (i) with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans) or an applicable Serviced Loan Combination having a principal balance of $2,000,000 or higher, the Special Servicer will be required to obtain an Updated Appraisal, and (ii) for Mortgage Loans (other than the Non-Serviced Mortgage Loans) or an applicable Serviced Loan Combination having a principal balance under $2,000,000, the Special Servicer will be required, at its option, (A) to provide its good faith estimate (a “Small Loan Appraisal Estimate”) of the value of the Mortgaged Properties within the same time period as an appraisal would otherwise be required and such Small Loan Appraisal Estimate will be used in lieu of an Updated Appraisal to calculate an Appraisal Reduction Amount for such Mortgage Loans or applicable Serviced Loan Combination, or (B) to obtain, with the consent of the Controlling Class Representative, an Updated Appraisal. On the first Distribution Date occurring on or after the delivery of such an Updated Appraisal or completion of such Small Loan Appraisal Estimate, as applicable, the Special Servicer will be required to adjust the Appraisal Reduction Amount to take into account such appraisal (regardless of whether the Updated Appraisal is higher or lower than the Small Loan Appraisal Estimate). To the extent required in the Pooling and Servicing Agreement, Appraisal Reduction Amounts will be recalculated on each Distribution Date and an Updated Appraisal will be obtained annually.

At any time that an Appraisal Reduction Amount exists with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans), the Controlling Class Representative may, at its own expense, obtain and deliver to the applicable Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee an appraisal satisfactory to the Special Servicer that satisfies the requirements of an Updated Appraisal (as defined below), and upon the written request of the Controlling Class Representative, the Special Servicer must recalculate the Appraisal Reduction Amount in respect of such Mortgage Loan or the applicable Serviced Loan Combination based on such appraisal (but subject to any downward adjustments by the Special Servicer as provided in the preceding paragraph) and will be required to notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Controlling Class Representative of such recalculated Appraisal Reduction Amount.

Contemporaneously with the earliest of (i) the effective date of any modification of the stated maturity, Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Loan Combination, any extension of the maturity date of a Mortgage Loan or Serviced Loan Combination or consent to the release of any Mortgaged Property or REO Property from the lien of the related Mortgage other than pursuant to the terms of the Mortgage Loan or Serviced Loan Combination; (ii) the occurrence of an Appraisal Reduction Event; (iii) a default in the payment of a Balloon Payment for which an extension has not been granted; or (iv) the date on which the Special Servicer, consistent with the Wachovia/Special Servicer Servicing Standard, requests an Updated Appraisal, the Special Servicer will be required to obtain an appraisal (or a letter update for an existing appraisal which is less than two years old) of the Mortgaged Property or REO Property, as the case may be, from an independent appraiser who is a member of the Appraisal Institute (an “Updated Appraisal”) or a Small Loan Appraisal Estimate, as applicable, provided, that, the Special Servicer will not be required to obtain an Updated Appraisal or Small Loan Appraisal Estimate of any Mortgaged Property with respect to which there exists an appraisal or Small Loan Appraisal Estimate which is less than 12 months old. The Special Servicer will be required to update, on an annual basis, each Small Loan Appraisal Estimate or Updated Appraisal for so long as the related Mortgage Loan or Serviced Loan Combination remains specially serviced.

Each Serviced Loan Combination will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Loan Combination. Any Appraisal Reduction on a Serviced Loan Combination with a related Pari Passu Companion Loan (and no related B Loan) will generally be allocated or deemed allocated to

the related Mortgage Loan and any Pari Passu Companion Loans pro rata, based on each loan’s outstanding principal balance. Any Appraisal Reduction on a Serviced Loan Combination with a related B Loan will generally be allocated or deemed allocated, first, to the holder of the related B Loan (up to the full principal balance thereof), and, then, to the holders of the related Mortgage Loan and the holder of the related Pari Passu Companion Loan pro rata, based on each loan’s outstanding principal balance.

In the event that an Appraisal Reduction Event occurs with respect to a Mortgage Loan, the amount advanced by the applicable Master Servicer with respect to delinquent payments of interest for such Mortgage Loan will be reduced as described under “The Pooling and Servicing Agreement—Advances” in this prospectus supplement.

Each Non-Serviced Mortgage Loan is subject to provisions in the pooling and servicing agreement governing such loan relating to appraisal reductions that are substantially similar but not identical to the provisions set forth above. The existence of an appraisal reduction in respect of a Non-Serviced Mortgage Loan will proportionately reduce the Master Servicers’ or the Trustee’s, as the case may be, obligation to make P&I Advances on the relevant Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for current distributions to the holders of the most subordinate Class or Classes of Certificates. Any such appraisal reduction on a Non-Serviced Mortgage Loan will generally be allocated to the holders of the related Mortgage Loan and related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance.

A “Modified Mortgage Loan” is any Specially Serviced Mortgage Loan which has been modified by the Special Servicer in a manner that: (a) affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan); (b) except as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as is) of the property to be released; or (c) in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage Loan or Serviced Loan Combination or reduces the likelihood of timely payment of amounts due thereon.

The Offered Certificates will be issuable in registered form, in minimum denominations of Certificate Balance of (i) $10,000 with respect to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX and Class A-JA Certificates and multiples of $1 in excess thereof and (ii) $25,000 with respect to Class B and Class C Certificates, in each case in multiples of $1 in excess thereof.

The Offered Certificates will initially be represented by one or more global Certificates for each such Class registered in the name of the nominee of DTC. The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such Class, except under the limited circumstances described in the prospectus under “Description of the Certificates—Book-Entry Registration and Definitive Certificates.” Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme (“Clearstream”) and Euroclear participating organizations, the “Participants”), and all references herein to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party responsible for distributing any report, statement or other information has been provided with the name of the beneficial owner of a Certificate (or the prospective transferee of such beneficial owner), such report, statement or other information will be provided to such beneficial owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The Certificate Administrator will initially serve as certificate registrar (in such capacity, the “Certificate Registrar”) for purposes of recording and otherwise providing for the registration of the Offered Certificates.

A “Certificateholder” under the Pooling and Servicing Agreement will be the person in whose name a Certificate is registered in the certificate register maintained pursuant to the Pooling and Servicing Agreement, except that solely for the purpose of giving any consent or taking any action pursuant to the Pooling and Servicing Agreement, any Certificate registered in the name of the Depositor, the Master Servicers, the Special Servicer, the Trustee (in its individual capacity), the Certificate Administrator, a manager of a Mortgaged Property, a borrower or any person affiliated with the Depositor, the Master Servicers, the Special Servicer, the Trustee, the Certificate Administrator, such manager or a borrower will be deemed not to be outstanding and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided, however, that for purposes of obtaining the consent of Certificateholders to an amendment to the Pooling and Servicing Agreement, any Certificates beneficially owned by the Master Servicers or Special Servicer or an affiliate will be deemed to be outstanding, provided that such amendment does not relate to compensation of the Master Servicers or Special Servicer or otherwise benefit the Master Servicers or the Special Servicer in any material respect; provided, further, that for purposes of obtaining the consent of Certificateholders to any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Mortgage Loan, any Certificates beneficially owned by the Special Servicer or an affiliate will be deemed not to be outstanding, provided, further, however, that such restrictions will not apply to the exercise of the Special Servicer’s rights, if any, as a member of the Controlling Class. Notwithstanding the foregoing, solely for purposes of providing or distributing any reports, statements or other information pursuant to the Pooling and Servicing Agreement, a Certificateholder will include any beneficial owner (or, subject to a confidentiality agreement (in the form attached to the Pooling and Servicing Agreement), a prospective transferee of a beneficial owner) to the extent that the party required or permitted to provide or distribute such report, statement or other information has been provided with the name of such beneficial owner (or prospective transferee). See “Description of the Offered Certificates—Book-Entry Registration and Definitive Certificates” in the prospectus.

Holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the “Depositaries”), which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. For additional information regarding clearance and settlement procedures for the Offered Certificates and for information with respect to tax documentation procedures relating to the Offered Certificates, see Annex C hereto.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Certificate Administrator through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of Offered Certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the Certificate Administrator to Cede & Co., as nominee for DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, Euroclear or holders of Offered Certificates.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and Indirect Participants with which the holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates. Accordingly, although the holders of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in Global Certificates among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicer or the Underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

The information herein concerning DTC, Clearstream and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but the Depositor takes no responsibility for the accuracy or completeness thereof.

Definitive Certificates will be delivered to beneficial owners of the Offered Certificates (“Certificate Owners”) (or their nominees) only if (i) DTC is no longer willing or able properly to discharge its responsibilities as depository with respect to the book-entry certificates, and the Depositor is unable to locate a qualified successor; (ii) the Depositor, at its sole option, elects to terminate the book-entry system through DTC with respect to some or all of any Class or Classes of Certificates; or (iii) after the occurrence of an Event of Default under the Pooling and Servicing Agreement, Certificate Owners representing a majority in principal amount of the book-entry certificates then outstanding advise the Certificate Administrator and DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interest of Certificate Owners.

Upon the occurrence of any of the events described in clauses (i) through (iii) in the immediately preceding paragraph, the Certificate Administrator is required to notify all affected Certificateholders (through DTC and related DTC Participants) of the availability through DTC of Definitive Certificates. Upon delivery of Definitive Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicers will recognize the holders of such Definitive Certificates as holders under the Pooling and Servicing Agreement (“Holders”). Distributions of principal and interest on the Definitive Certificates will be made by the Certificate Administrator directly to Holders of Definitive Certificates in accordance with the procedures set forth in the Prospectus and the Pooling and Servicing Agreement.

Upon the occurrence of any of the events described in clauses (i) through (iii) of the second preceding paragraph, requests for transfer of Definitive Certificates will be required to be submitted directly to the Certificate Registrar in a form acceptable to the Certificate Registrar (such as the forms which will appear on the back of the certificate representing a Definitive Certificate), signed by the Holder or such Holder’s legal representative and accompanied by the Definitive Certificate or Certificates for which transfer is being requested. The Certificate Administrator will be appointed as the initial Certificate Registrar.

On the closing date, the Certificate Administrator, on behalf of the Trust Fund, will enter into interest rate swap agreements (the “Swap Agreements”) related to the Class AM-FL Regular Interests and the Class AJ-FL Regular Interest with a swap counterparty to be determined (the “Swap Counterparty”). By virtue of the Swap Agreements, the Class AM-FL and Class AJ-FL Certificates will be floating rate certificates. The initial notional amount of each Swap Agreement will be equal to the Certificate Balance of the Class AM-FL and Class AJ-FL Certificates, as applicable. The notional amount of each Swap Agreement will decrease to the extent of any decrease in the Certificate Balance of the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest, as applicable (and, accordingly, the related Class of Certificates). The maturity date of each Swap Agreement will be the earlier of the Rated Final Distribution Date and the date on which the notional amount of such Swap Agreement is zero (including as a result of the termination of the Trust Fund). None of the Offered Certificates will represent ownership interests in the Swap Agreements, and none of the holders of Offered Certificates will have any rights under the Swap Agreements.

General. The yield on any Offered Certificate will depend on: (i) the Pass-Through Rate in effect from time to time for that Certificate; (ii) the price paid for that Certificate and the rate and timing of payments of principal on that Certificate; and (iii) the aggregate amount of distributions on that Certificate.

Pass-Through Rate. The Pass-Through Rate applicable to each Class of Offered Certificates for any Distribution Date will be the rate specified in the definition of the “Pass-Through Rate” in the “Description of the Offered Certificates—Distributions” in this prospectus supplement. The yield on the Offered Certificates will be sensitive to changes in the relative composition of the Mortgage Loans as a result of scheduled amortization, voluntary prepayments, liquidations of Mortgage Loans following default and repurchases of Mortgage Loans. Losses or payments of principal on the Mortgage Loans with higher Net Mortgage Pass-Through Rates could result in a reduction in the Weighted Average Net Mortgage Pass-Through Rate, thereby, to the extent that the rate applicable to a particular Class of Offered Certificates is not a fixed rate, reducing the Pass-Through Rate on such Class of Offered Certificates.

See “Yield and Maturity Considerations” in the prospectus, “Description of the Offered Certificates” and “Description of the Mortgage Pool” in this prospectus supplement and “—Rate and Timing of Principal Payments” below.

Rate and Timing of Principal Payments. The yield to holders of the Offered Certificates will be affected by the rate and timing of principal payments on the Mortgage Loans (including Principal Prepayments on the Mortgage Loans resulting from both voluntary prepayments by the borrowers and involuntary liquidations). The rate and timing of principal payments on the Mortgage Loans will in turn be affected by, among other things, the amortization schedules thereof or the dates on which Balloon Payments and the rate and timing of Principal Prepayments (including payments on the Anticipated Repayment Date for ARD Loans) and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust). Prepayments and, assuming the respective stated maturity dates or Anticipated Repayment Dates thereof have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Sequential Pay Certificates of amounts that otherwise would have been distributed over the remaining terms of the Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Sequential Pay Certificates) while workouts are negotiated or foreclosures are completed. See “The Pooling and Servicing Agreement—Amendment” and “—Modifications” in this prospectus supplement and “Description of the Pooling Agreements—Realization upon Defaulted Mortgage Loans” and “Certain Legal Aspects of the Mortgage Loans—Foreclosure” in the prospectus. Because the rate

of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described below), no assurance can be given as to such rate or the rate of Principal Prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans. See “Risk Factors—Risks Related to the Mortgage Loans—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” in this prospectus supplement.

In addition, although the borrowers under the ARD Loans may have certain incentives to prepay the ARD Loans on their Anticipated Repayment Dates, the Depositor makes no assurance that the borrowers will be able to prepay the ARD Loans on their Anticipated Repayment Dates. The failure of a borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of the related ARD Loan, and, pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicers nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay Excess Interest, other than requests for collection, until the scheduled maturity of the respective ARD Loan; provided that the applicable Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. See “Risk Factors—Risks Related to the Mortgage Loan—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” in this prospectus supplement.

The extent to which the yield to maturity of an Offered Certificate may vary from the anticipated yield will depend upon the degree to which such Certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on or otherwise result in the reduction of the Certificate Balance of such Certificate. An investor should consider, in the case of an Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of an Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal is made on an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments on such investor’s Offered Certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which the holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. Losses and other shortfalls on the Mortgage Loans will generally be borne: first, by the holders of the respective Classes of Subordinate Certificates, in reverse alphabetical order of Class designation, to the extent of amounts otherwise distributable in respect of their Certificates; and then, by the holders of the Offered Certificates. Further, any Net Prepayment Interest Shortfall for each Distribution Date will be allocated on such Distribution Date among each Class of Certificates, pro rata, in accordance with the respective Interest Accrual Amounts for each such Class of Certificates for such Distribution Date (without giving effect to any such allocation of Net Prepayment Interest Shortfall).

Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, Prepayment Premiums, prepayment lock-out periods, amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for comparable residential and/or commercial space in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool” in this prospectus supplement and “Risk Factors” and “Yield and Maturity Considerations— Yield and Prepayment Considerations” in the prospectus.

The rate of prepayment on a Mortgage Loan is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. If a Mortgage Loan is not in a Lock-Out Period, the Prepayment Premium or Yield Maintenance Charge, if any, in respect of such Mortgage Loan may not be sufficient economic disincentive to prevent the related borrower from voluntarily prepaying the loan as part of a refinancing thereof. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.

The yield on any Class of Certificates whose Pass-Through Rate is affected by the Weighted Average Net Mortgage Pass-Through Rate could also be adversely affected if Mortgage Loans with higher interest rates pay faster than the Mortgage Loans with lower interest rates, since those Classes bear interest at a rate limited by the weighted average of the net mortgage interest rates on the Mortgage Loans. The Pass-Through Rates on such Certificates may be limited by the weighted average of the net mortgage interest rates on the Mortgage Loans even if principal prepayments do not occur.

Delay in Payment of Distributions. Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be at least 4 days following the end of the related Interest Accrual Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay).

Unpaid Interest. As described under “Description of the Offered Certificates—Distributions” in this prospectus supplement, if the portion of the Available Funds to be distributed in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the respective Interest Accrual Amount for such Class, the shortfall will be distributable to holders of such Class of Certificates on subsequent Distribution Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding.

The weighted average life of a Sequential Pay Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of such Certificate is distributed to the investor. For purposes of this prospectus supplement, the weighted average life of a Sequential Pay Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the Closing Date to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the Certificate Balance of such Certificate. Accordingly, the weighted average life of any such Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid or otherwise collected or advanced and the extent to which such payments, collections or advances of principal are in turn applied in reduction of the Certificate Balance of the Class of Certificates to which such Certificate belongs. If the Balloon Payment on a Balloon Loan having a Due Date after the Determination Date in any month is received on the stated maturity date thereof, the excess of such payment over the related Assumed Monthly Payment will not be included in the Available Funds until the Distribution Date in the following month. Therefore, the weighted average life of the Sequential Pay Certificates may be extended.

Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the Constant Prepayment Rate (“CPR”) model. The CPR Model assumes that a group of mortgage loans experiences prepayments each month at a specified constant annual rate. As used in each of the following sets of tables with respect to any particular Class, the column headed “0%” assumes that none of the Mortgage Loans is prepaid before maturity or, with respect to the ARD Loans, the respective related Anticipated Repayment Date. The columns headed “25%,” “50%,” “75%,” and “100%” assume that no prepayments are made on any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period, in each case if any, and are otherwise made on each of the Mortgage Loans at the indicated CPR percentages. There is no assurance, however, that prepayments of the Mortgage Loans (whether or not in a

Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period) will conform to any particular CPR percentages, and no representation is made that the Mortgage Loans will prepay in accordance with the assumptions at any of the CPR percentages shown or at any other particular prepayment rate, that all the Mortgage Loans will prepay in accordance with the assumptions at the same rate or that Mortgage Loans that are in a Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period will not prepay as a result of involuntary liquidations upon default or otherwise.

The tables set forth on Annex D to this prospectus supplement indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after each of the dates shown at the indicated CPR percentages and the corresponding weighted average life of each such Class of Certificates. The tables have been prepared on the basis of the information set forth herein under “Description of the Mortgage Pool—Additional Loan Information” and on Annex A-1 to this prospectus supplement and the following assumptions (collectively, the “Modeling Assumptions”):

(i) the initial Certificate Balance and the Pass-Through Rate for each Class of Certificates are as set forth herein;

(ii) the scheduled Monthly Payments for each Mortgage Loan are based on such Mortgage Loan’s Cut-off Date Balance, stated monthly principal and interest payments, and the Mortgage Rate in effect as of the Cut-off Date for such Mortgage Loan;

(iii) all scheduled Monthly Payments (including Balloon Payments) are assumed to be timely received on the first day of each month commencing in December 2007;

(iv) there are no delinquencies or losses in respect of the Mortgage Loans, there are no extensions of maturity in respect of the Mortgage Loans, there are no Appraisal Reduction Amounts applied to the Mortgage Loans, there are no casualties or condemnations affecting the Mortgaged Properties and no holdback amounts are applied to reduce the principal balance of any Mortgage Loan;

(v) prepayments are made on each of the Mortgage Loans at the indicated CPR percentages set forth in the table (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayments) except to the extent modified below by the assumption numbered (xii);

(vi) all Mortgage Loans accrue interest under the method specified in Annex A-1. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement;

(viii) no Mortgage Loan will be repurchased by the related Mortgage Loan Seller for a breach of a representation or warranty or a document defect in the mortgage file and no purchase option holder (permitted to buy out a Mortgage Loan under the related Mortgage Loan Documents, any intercreditor agreement, the COMM 2007-C9 Pooling and Servicing Agreement, the COBALT CMBS 2007-C3 Pooling and Servicing Agreement or the Pooling and Servicing Agreement) will exercise its option to purchase such Mortgage Loan; no party that is entitled to under the Pooling and Servicing Agreement will exercise its option to purchase all of the Mortgage Loans and thereby cause an early termination of the Trust Fund;

(ix) no Prepayment Interest Shortfalls are incurred and no Prepayment Premiums or Yield Maintenance Charges are collected;

(xi) distributions on the Certificates are made on the fourth business day following such the Determination Date in each month, commencing in December 2007;

(xii) no prepayments are received as to any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, if any, Defeasance Period, if any, or Yield Maintenance Period, if any or Prepayment Premium Period, if any;

(xiv) each ARD Loan in the Trust is paid in full on its Anticipated Repayment Date; and

(xv) with respect to each Mortgage Loan, the primary servicing fee, the Master Servicing Fee and the Trustee/Certificate Administrator Fee accrue on the same basis as interest accrues on such Mortgage Loan and with respect to the Non-Serviced Mortgage Loans, (i) separate servicing fees as set forth in the COMM 2007-C9 Pooling and Servicing Agreement are calculated on the same basis as interest accrues on the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination, respectively and (ii) separate servicing fees as set forth in the COBALT CMBS 2007-C3 Pooling and Servicing Agreement are calculated on the same basis as interest accrues on the Charles River Plaza North Loan Combination.

To the extent that the Mortgage Loans have characteristics or experience performance that differs from those assumed in preparing the tables set forth below, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B and Class C Certificates may mature earlier or later than indicated by the tables. It is highly unlikely that the Mortgage Loans will prepay or perform in accordance with the Modeling Assumptions at any constant rate until maturity or that all the Mortgage Loans will prepay in accordance with the Modeling Assumptions or at the same rate. In particular, certain of the Mortgage Loans may not permit voluntary partial Principal Prepayments or may permit the application of certain holdback amounts as a repayment of principal if certain conditions are not satisfied. In addition, variations in the actual prepayment experience and the balance of the specific Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the tables set forth on Annex E to this prospectus supplement. Such variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPR percentages. In addition, there can be no assurance that the actual pre-tax yields on, or any other payment characteristics of, any Class of Offered Certificates will correspond to any of the information shown in the yield tables herein, or that the aggregate purchase prices of the Offered Certificates will be as assumed. Accordingly, investors must make their own decisions as to the appropriate assumptions (including prepayment assumptions) to be used in deciding whether to purchase the Offered Certificates.

Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.

Based on the Modeling Assumptions, the tables set forth in Annex D to this prospectus supplement indicate the resulting weighted average lives of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B and Class C Certificates and set forth the percentage of the initial Certificate Balance of each such Class of Certificates that would be outstanding after the Closing Date and each of the Distribution Dates shown under the applicable assumptions at the indicated CPR percentages.

The tables set forth on Annex E to this prospectus supplement show the corporate bond equivalent (“CBE”) yield, weighted average life in years, first principal payment date and last principal payment date with respect to each Class of Offered Certificates under the Modeling Assumptions.

The yields set forth on the tables set forth on Annex E to this prospectus supplement were calculated by determining the monthly discount rates which, when applied to the assumed stream of cash flows to be paid on each Class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows as of November 29, 2007 to equal the assumed purchase prices, plus accrued interest at the applicable Pass-Through Rate as stated on the cover of this prospectus supplement from

and including November 1, 2007 to but excluding the Closing Date, and converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as reductions of the Certificate Balances of such Classes of Offered Certificates and consequently does not purport to reflect the return on any investment in such Classes of Offered Certificates when such reinvestment rates are considered. Purchase prices are interpreted as a percentage of the initial Certificate Balance of the specified Class and are exclusive of accrued interest.

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be dated as of November 1, 2007 (the “Pooling and Servicing Agreement”), entered into by the Depositor, the Master Servicers, the Special Servicer, the Trustee and the Certificate Administrator.

Reference is made to the prospectus for important information in addition to that set forth in this prospectus supplement regarding the terms of the Pooling and Servicing Agreement and the terms and conditions of the Offered Certificates. The Certificate Administrator has informed the Depositor that it will provide to a prospective or actual holder of an Offered Certificate at the expense of the requesting party, upon written request, a copy (without exhibits) of the Pooling and Servicing Agreement. Requests should be addressed to Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, California 92705, Attn: Trust Administration –CD07CD5.

The Pooling and Servicing Agreement requires the Master Servicers and the Special Servicer (directly or through one or more sub-servicers) to diligently service and administer their respective Mortgage Loans (other than the Non-Serviced Mortgage Loans, each of which will be serviced pursuant to a separate pooling and servicing agreement) and the Serviced Loan Combinations.

The Capmark Master Servicer is required to diligently service and administer the applicable Mortgage Loans on behalf of, and in the best interest of, and for the benefit of, the Certificateholders, the related Mortgage Loan documents, the Pooling and Servicing Agreement and applicable law, and, to the extent consistent with the foregoing, further as follows: (a) with the same care, skill and diligence as is normal and usual in the Master Servicer’s servicing activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to comparable mortgage loans, (b) with a view to the timely collection of all scheduled payments of principal and interest on the Mortgage Loans and (c) without regard to: (i) any relationship that the Master Servicer or any affiliate thereof may have with a related borrower; (ii) ownership of any Certificate or Serviced Companion Loan or related mezzanine loan by it or any of its affiliates; (iii) its obligations to make Advances or to incur servicing expenses; (iv) the adequacy of its compensation for its services, or its right to receive reimbursement of costs; or (v) the obligation of the Capmark Master Servicer or any affiliate thereof to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (collectively, the “Capmark Servicing Standard” ).

The Wachovia Master Servicer and the Special Servicer are required to diligently service and administer the applicable Mortgage Loans and the Serviced Loan Combinations, in the best interests of and for the benefit of the Certificateholders and, with respect to each applicable Serviced Loan Combination, for the benefit of the holder of the related Serviced Companion Loan (as a collective whole, but giving due consideration to the subordinate nature of any related B Loan as determined by the Wachovia Master Servicer or the Special Servicer, as applicable, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of the Pooling and Servicing Agreement, and the terms of the applicable Mortgage Loans or applicable Serviced Loan Combinations, as applicable, the terms of the related co-lender agreement, if applicable, and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

(A) any relationship that such servicer or any affiliate of it, may have with the related borrower, any Mortgage Loan Seller, any other party to the Pooling and Servicing Agreement or any affiliate of any of the foregoing;

(B) the ownership of any Certificate, any Non-Serviced Mortgage Loan or any Serviced Companion Loan by such servicer or any affiliate of it;

(D) such servicer’s right to receive compensation for its services under the Pooling and Servicing Agreement or with respect to any particular transaction;

(E) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by such servicer or any affiliate of such servicer, as applicable;

(F) any debt that such servicer or any affiliate of such servicer, as applicable, has extended to any borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing); and

(G) any obligation of the applicable Master Servicer, or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (the foregoing, collectively referred to as the “Wachovia/Special Servicer Servicing Standard” and, collectively with the Capmark Servicing Standard, the “Servicing Standard”).

For a description of the servicing of the Non-Serviced Mortgage Loans see “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—Split Loan Structures—The USFS Industrial Distribution Portfolio Loan Combination,” “—The Charles River Plaza North Loan Combination,” “—The 85 Tenth Avenue Loan Combination” and “—The Georgian Towers Loan Combination” in this prospectus supplement.

The Master Servicers and the Special Servicer are permitted, at their own expense, to employ subservicers, agents or attorneys in performing any of their respective obligations under the Pooling and Servicing Agreement, but will not thereby be relieved of any such obligation, and will be responsible for the acts and omissions of any such subservicers, agents or attorneys. The Pooling and Servicing Agreement provides, however, that neither the Master Servicers, the Special Servicer nor any of their respective affiliates,

directors, officers, employees, members, managers or agents will have any liability to the Trust or the Certificateholders for taking any action or refraining from taking an action in good faith, or for errors in judgment. The foregoing provision would not protect either of the Master Servicers or the Special Servicer for the breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of its reckless disregard of obligations or duties under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement requires the applicable Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than with respect to the Non-Serviced Mortgage Loans) and the Serviced Loan Combinations, to the extent such procedures are consistent with the applicable Servicing Standard. Consistent with the above, the applicable Master Servicer or the Special Servicer may, in its discretion, waive any late payment fee in connection with any delinquent Monthly Payment or Balloon Payment with respect to any Mortgage Loan.

Each Master Servicer will be obligated to advance, on the business day immediately preceding a Distribution Date (the “Master Servicer Remittance Date”) an amount (each such amount, a “P&I Advance”) equal to the amount not received in respect of the Monthly Payment or Assumed Monthly Payment (with interest at the Net Mortgage Pass-Through Rate plus the Trustee/Certificate Administrator Fee Rate) on a Mortgage Loan that was delinquent as of the close of business on the immediately preceding Due Date and which delinquent payment has not been received as of the business day immediately preceding the Master Servicer Remittance Date, or, in the event of a default in the payment of amounts due on the maturity date of a Mortgage Loan, the amount equal to the Monthly Payment or portion thereof or the Assumed Monthly Payment not received that was due prior to the maturity date; provided, however, that the applicable Master Servicer will not be required to make an Advance to the extent it determines that such Advance would not be ultimately recoverable from collections on the related Mortgage Loan as described below. In addition, the applicable Master Servicer will not make an Advance to the extent that it has received written notice that the Special Servicer determines that such Advance would not be ultimately recoverable from collections on the related Mortgage Loan. P&I Advances made in respect of Mortgage Loans which have a grace period that expires after the Determination Date will not begin to accrue interest until the day succeeding the expiration date of any applicable grace period; provided that if such P&I Advance is not reimbursed from collections received by the related borrower by the end of the applicable grace period, interest on such Advance will accrue from the date such Advance is made.

P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the Certificates entitled thereto, rather than to guarantee or insure against losses. Neither the Master Servicers nor the Trustee will be required or permitted to make a P&I Advance for Default Interest or Balloon Payments. The Special Servicer will not be required or permitted to make any P&I Advance. The amount of interest required to be advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments on a Mortgage Loan that has been subject to an Appraisal Reduction Event will equal the product of (a) the amount that would be required to be advanced by the related Master Servicer without giving effect to such Appraisal Reduction Event and (b) a fraction, the numerator of which is the Stated Principal Balance of the Mortgage Loan (as of the last day of the related Collection Period) less any Appraisal Reduction Amounts allocable to such Mortgage Loan and the denominator of which is the Stated Principal Balance (as of the last day of the related Collection Period).

With respect to the Non-Serviced Mortgage Loans, the Master Servicer will be permitted (subject to the second succeeding sentence below) to make its determination that it has made a nonrecoverable P&I Advance on such Mortgage Loan or that any proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance with respect to such Mortgage Loan independently of any determination made by the servicer with respect to a commercial mortgage securitization holding one of the related Pari Passu Companion Loans. If the Master Servicer determines that a proposed P&I Advance with respect to a Mortgage Loan that is part of a

Serviced Loan Combination, if made, or any outstanding P&I Advance with respect to such Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer will be required to promptly provide the servicer of each securitization that holds a related Pari Passu Companion Loan written notice of such determination. If the Master Servicer receives written notice from any such servicer that it has determined, with respect to the related Pari Passu Companion Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, then such determination will generally be binding on the Certificateholders and neither the applicable Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the related Mortgage Loan unless the Master Servicer has consulted with the other servicers of the related securitizations and they agree that circumstances, with respect to such Loan Combination, have changed such that a proposed P&I Advance, in respect of the related Mortgage Loan, would be recoverable; provided, however, that such determination will not be so binding on the Certificateholders, the Master Servicer or the Trustee in the event that the servicer that made such determination is not approved as a master servicer by each of the Rating Agencies. Notwithstanding the foregoing, if the servicer of a Pari Passu Companion Loan related to a Mortgage Loan discussed in this paragraph determines that any advance of principal and/or interest with respect to such related Pari Passu Companion Loan would be recoverable, then the Master Servicer will continue to have the discretion to determine that any proposed P&I Advance or outstanding P&I Advance would be, or is, as applicable, a nonrecoverable P&I Advance. Once such a nonrecoverability determination is made by a Master Servicer or a Master Servicer receives written notice of such nonrecoverability determination by any of the other servicers, neither the applicable Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the related Mortgage Loan except as set forth in this paragraph.

With respect to each Mortgage Loan that is part of a Serviced Loan Combination, the related Master Servicer will be entitled to reimbursement for a P&I Advance that becomes nonrecoverable first, from the proceeds of the related Mortgage Loan, and then, from general collections of the Trust either immediately or, if it elects, over time in accordance with the terms of the Pooling and Servicing Agreement; provided that in the case of a Mortgage Loan with a related B Loan, reimbursement for a P&I Advance on the Mortgage Loan will be made first from amounts collected on the related B Loan and then from general collections of the Trust.

Neither the Master Servicers nor the Trustee will be required to make P&I Advances with respect to any Companion Loan.

In addition to P&I Advances, the Master Servicers will also be obligated (subject to a nonrecoverability determination or the other limitations described herein and except with respect to the Non-Serviced Mortgage Loans) to make advances (“Property Advances,“ and together with P&I Advances, “Advances”) to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related Mortgage, enforce the terms of any Mortgage Loan or to protect, manage and maintain each related Mortgaged Property other than with respect to a Mortgaged Property securing a Non-Serviced Mortgage Loan. In addition if the Special Servicer requests that the applicable Master Servicer make a Property Advance and such Master Servicer fails to make such advance within two business days, then the Special Servicer may make such Property Advance on an emergency basis with respect to the Specially Serviced Mortgage Loans or REO Loans. The related Master Servicer will also be obligated to make Property Advances with respect to the Serviced Loan Combinations.

The COMM 2007-C9 Master Servicer is obligated to make property advances with respect to the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan and the Georgian Towers Loan. The COBALT CMBS 2007-C3 Master Servicer is obligated to make property advances with respect to the Charles River Plaza North Loan.

With respect to a nonrecoverable property advance on the Non-Serviced Loan Combinations, the applicable servicer under the pooling and servicing agreement governing the related Non-Serviced Mortgage Loan will be entitled to reimbursement first from collections on, and proceeds of, the related Non-Serviced Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then with respect to the related Non-Serviced Mortgage Loan

from general collections of the Trust and with respect to any related Pari Passu Companion Loan, from general collections of each trust into which such Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance).

With respect to a nonrecoverable Property Advance on each of the Serviced Loan Combinations with Pari Passu Companion Loans, the applicable Master Servicer will be entitled to reimbursement first from collections on, and proceeds of, the related B Loan and then from the related Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections of the Trust and with respect to any related Pari Passu Companion Loan, from general collections of each trust into which such Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance), and if not fully reimbursed first from the other trusts, from general collections of the Trust.

With respect to a nonrecoverable Property Advance on each of the Serviced Loan Combinations with a related B Loan, the applicable Master Servicer will be entitled to reimbursement from collections on, and proceeds of, the related B Loan and second, from collections on, and proceeds of, the related Mortgage Loan and the holder of the related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance, and then from general collections of the Trust.

To the extent that a Master Servicer fails to make an Advance it is required to make under the Pooling and Servicing Agreement, the Trustee, subject to a recoverability determination, will make such required Advance pursuant to the terms of the Pooling and Servicing Agreement. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicers and shall be bound by any nonrecoverability determination of the Special Servicer. The Trustee, as back-up advancer, will be required to have a combined capital and surplus of at least $50,000,000 and have debt ratings that satisfy certain criteria set forth in the Pooling and Servicing Agreement.

Each Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it in an amount equal to the amount of such Advance, together with all accrued and unpaid interest on that Advance, (i) from late payments on the related Mortgage Loan by the borrower, (ii) from insurance proceeds, condemnation proceeds, liquidation proceeds from the sale of the related Specially Serviced Mortgage Loan or the related Mortgaged Property or other collections relating to the Mortgage Loan or (iii) upon determining in accordance with the applicable Servicing Standard (with respect to a Master Servicer) or in its reasonable judgment (with respect to the Trustee) that the Advance is not recoverable in the manner described in the preceding two clauses, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to Loan Combinations).

Each Master Servicer, the Special Servicer and the Trustee will each be entitled to receive interest on Advances at a per annum rate equal to the Prime Rate (the “Advance Rate”) (i) from the amount of Default Interest on the related Mortgage Loan paid by the borrower, (ii) from late payment fees on the related Mortgage Loan paid by the borrower, and (iii) upon determining in good faith that the amounts described in the preceding two clauses are insufficient to pay such interest, then, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to Loan Combinations). Each Master Servicer will be authorized to pay itself, the Special Servicer or the Trustee, as applicable, such interest monthly prior to any payment to holders of Certificates, provided that no interest shall accrue and be payable on any P&I Advances until the grace period for a late payment by the underlying borrower has expired. If the interest on such Advance is not recovered from Default Interest and late payment fees on such Mortgage Loan, a shortfall will result which will have the same effect as a Realized Loss. The “Prime Rate” is the rate, for any day, set forth as such in the “Money Rates” section of The Wall Street Journal, Eastern Edition.

The obligation of the Master Servicers or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of the Mortgage Loan or disposition of the related REO Properties. The Advances are subject to the applicable Master Servicer’s or the Trustee’s, as applicable, determination that such Advances are recoverable.

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that a Master Servicer determines that a Property Advance of such amounts would not be recoverable, that Master Servicer will be required to notify the Trustee and the Special Servicer of such determination. Upon receipt of such notice, the Special Servicer will be required to determine (with the reasonable assistance of that Master Servicer) whether or not payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Loan Combination, the holder of the related Serviced Companion Loan, as a collective whole). If the Special Servicer determines that such payment (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Loan Combination, the holder of the related Serviced Combination Loan, as a collective whole), the Special Servicer will be required to direct the applicable Master Servicer to make such payment, who will then be required to make such payment from the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) to the extent of available funds.

Recovery of Advances. Subject to the conditions or limitations set forth in the Pooling and Servicing Agreement, the Master Servicers, the Trustee or the Special Servicer, as applicable, will be entitled to recover any Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) as to which that Advance was made, whether in the form of late payments, insurance proceeds, and condemnation proceeds, liquidation proceeds, REO proceeds or otherwise from the Mortgage Loan or REO Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) (“Related Proceeds”) prior to distributions on the Certificates. Notwithstanding the foregoing, none of the Master Servicers, the Special Servicer or the Trustee will be obligated to make any Advance that it or the Special Servicer determines in its reasonable judgment would, if made, not be ultimately recoverable (including interest on the Advance at the Advance Rate) out of Related Proceeds (a “Nonrecoverable Advance”). Any such determination with respect to the recoverability of Advances by either of the Master Servicers or the Special Servicer must be evidenced by an officer’s certificate delivered to the other and to the Depositor, the Certificate Administrator and the Trustee and, in the case of the Trustee, delivered to the Depositor, the Certificate Administrator, the Master Servicers and the Special Servicer, setting forth such nonrecoverability determination and the considerations of the applicable Master Servicer, the Special Servicer or the Trustee, as the case may be, forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rents rolls, occupancy status, property inspections and other information used by the applicable Master Servicer, the Trustee or the Special Servicer, as applicable, to make such determination, together with any existing Appraisal or Updated Appraisal); provided, however, that the Special Servicer may, at its option, make a determination in accordance with the applicable Servicing Standard, that any Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicers and the Trustee notice of such determination, together with the officer’s certificate and supporting information referred to above. Any such determination shall be conclusive and binding on the Master Servicers, the Special Servicer and the Trustee.

Subject to the discussion in this section relating to Loan Combinations, each of the Master Servicers, the Special Servicer and the Trustee will be entitled to recover any Advance made by it that it subsequently determines to be a Nonrecoverable Advance out of general funds on deposit in the Collection Account (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, first, out of general funds on deposit in the custodial account related to such Serviced Loan Combination and then, out of general funds on deposit in the Collection Account) in each case, first, from principal collections and then, from interest and other collections. If the funds in the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the party entitled to reimbursement, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of the portion that

exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance at the Advance Rate) for such time as is required to reimburse such excess portion from principal for a period not to exceed 12 months (provided, however, that any deferment over six months will require the consent of the Controlling Class Representative). At any time after such determination, the applicable Master Servicer or the Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement out of general collections on the Mortgage Pool immediately. The fact that a decision to recover a Nonrecoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the applicable Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party thereto, or a violation of any fiduciary duty owed by any party thereto to the Certificateholders. In addition, the Master Servicers, the Special Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan, REO Loan or Serviced Loan Combination, as applicable, is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a “Workout-Delayed Reimbursement Amount”), first, only out of principal collections in the Collection Account (or, with respect to a Serviced Loan Combination, first out of principal collections in the related custodial account), less any amounts applied to reimbursement of any nonrecoverable Advances or interest thereon and second, only upon a determination by the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, that either (a) such amounts will not ultimately be recoverable from late collections of interest and principal or any other recovery on or in respect of the related Mortgage Loan or REO Loan or (b) such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and the REO Properties, from general collections in the Collection Account, taking into account the factors listed below in making this determination. In making a nonrecoverability determination, such person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the time of such consideration, the recovery of which are being deferred or delayed by the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Property Advance or P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed and (ii) consider (among other things) the obligations of the borrower under the terms of the related Mortgage Loan (or the Serviced Loan Combination, as applicable) as it may have been modified, (iii) consider (among other things) the related Mortgaged Properties in their “as is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the applicable Servicing Standard in the case of the Master Servicers or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the applicable Servicing Standard in the case of the Master Servicers or the Special Servicer) (among other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries. In addition, any such person may update or change its recoverability determinations at any time (but not reverse any other person’s determination that an Advance is non-recoverable) at any time and may obtain, at the expense of the Trust, any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination will be conclusive and binding on the Certificateholders and the holders of the Serviced Companion Loans. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicers or the Special Servicer, as applicable, and the Master Servicers will be entitled to rely conclusively on any nonrecoverability determination of the Special Servicer. Subject to the discussion in this section regarding Mortgage Loans that are part of a Loan Combination, the Master Servicers will be entitled to conclusively rely on any nonrecoverability determination of a servicer of a Pari Passu Companion Loan. Nonrecoverable Advances allocated to the Mortgage Loans (with respect to any Mortgage Loan that is part of a Loan Combination, as described above) will represent a portion of the losses to be borne by the Certificateholders.

In addition, the Master Servicers, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed

Advances. None of the Master Servicers, the Special Servicer or Trustee will be required to make any principal or interest advances with respect to delinquent amounts due on any Companion Loan. Any requirement of the Master Servicers or Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans.

“Unliquidated Advance” means any Advance previously made by a party to the Pooling and Servicing Agreement that has been previously reimbursed, as between the person that made the Advance under the Pooling and Servicing Agreement, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount, as applicable, but that has not been recovered from the related borrower or otherwise from collections on or the proceeds of the Mortgage Loan, the applicable Serviced Loan Combination or REO Property in respect of which the Advance was made.

Collection Account. Each Master Servicer will establish and maintain one or more segregated accounts (collectively, the “Collection Account”) pursuant to the Pooling and Servicing Agreement, and will be required to deposit into the Collection Account (or, with respect to each Serviced Loan Combination, a separate custodial account) all payments in respect of the Mortgage Loans, other than amounts permitted to be withheld by each Master Servicer or amounts to be deposited into any Reserve Account. Payments and collections received in respect of each Serviced Loan Combination will be deposited into a separate custodial account (which may be a sub-account of the Collection Account). Payments and collections on each related Mortgage Loan will be transferred from such custodial account to the Collection Account no later than the business day preceding the related Distribution Date.

Distribution Accounts. The Certificate Administrator will establish and maintain one or more segregated accounts (the “Distribution Account”) in its own name for the benefit of the holders of the Certificates. With respect to each Distribution Date, the Master Servicers will remit on or before each Master Servicer Remittance Date to the Certificate Administrator, and the Certificate Administrator will deposit into the Distribution Account, to the extent of funds on deposit in the Collection Account, on the Master Servicer Remittance Date an aggregate amount of immediately available funds equal to the sum of (i) the Available Funds (including all P&I Advances) and (ii) the Trustee/Certificate Administrator Fee. To the extent the Master Servicers fails to do so, the Trustee will deposit all P&I Advances into the Distribution Account as described herein. See “Description of the Offered Certificates— Distributions” in this prospectus supplement.

Interest Reserve Account. The Certificate Administrator will establish and maintain an “Interest Reserve Account” in its own name for the benefit of the holders of the Certificates (other than the Class T Certificates). With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January, which occurs in a year that is not a leap year, unless such Distribution Date is the final Distribution Date, there shall be deposited, in respect of each Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each, an amount equal to one day’s interest at the related Mortgage Rate (net of any Servicing Fee and Trustee/Certificate Administrator Fee payable therefrom) on the respective Stated Principal Balance as of the immediately preceding Due Date, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). With respect to each Distribution Date occurring in March (or February if the related Distribution Date is the final Distribution Date), an amount is required to be withdrawn from the Interest Reserve Account in respect of each such Mortgage Loan equal to the related Withheld Amounts from the preceding January (if applicable) and February, if any, and deposited into the Distribution Account.

Excess Interest. The Certificate Administrator is required to establish and maintain the “Class T Grantor Trust Distribution Account” in its own name for the benefit of the Class T Certificateholders. On each Distribution Date, the Certificate Administrator is required to distribute from the Class T Grantor Trust Distribution Account any Excess Interest received with respect to the Mortgage Loans during the related Collection Period to the holders of the Class T Certificates.

“Excess Interest” with respect to the ARD Loans is the interest accrued at an increased interest rate in respect of each ARD Loan after the Anticipated Repayment Date in excess of the interest accrued at the initial interest rate, plus any related interest, to the extent permitted by applicable law.

The Certificate Administrator will also establish and maintain one or more segregated accounts or sub-accounts for the “Lower-Tier Distribution Account,” the “Upper-Tier Distribution Account,” the “Floating Rate Accounts” and the “Excess Liquidation Proceeds Account,” each in its own name for the benefit of the holders of the Certificates.

The Collection Account, the separate custodial account for each Serviced Loan Combination, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Class T Grantor Trust Distribution Account, the Floating Rate Accounts and the Excess Liquidation Proceeds Account will be held in the name of the Trustee (or the Master Servicers or Certificate Administrator on behalf of the Trustee) on behalf of the holders of Certificates and, in the case of the Serviced Loan Combinations, the holder of the related Serviced Companion Loan and with respect to the Lower-Tier Distribution Account and the Floating Rate Account, for the benefit of the Trustee as the holder of the related uncertificated regular interests. Each of the Collection Account, the separate custodial account for each Serviced Loan Combination, any REO Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Class T Grantor Trust Distribution Account, Floating Rate Accounts and the Excess Liquidation Proceeds Account will be (or will be a sub-account of) either (i) (A) an account or accounts maintained with a depository institution or trust company the short-term unsecured debt obligations or commercial paper of which are rated at least “F-1” by Fitch, “P-1” by Moody’s and “A-1” by S&P, with respect to any custodial account related to a Serviced Loan Combination as to which commercial mortgage pass-through certificates backed by a Serviced Companion Loan have been issued (“Companion Loan Securities“) rated by Fitch, Moody’s or S&P in the case of accounts in which deposits have a maturity of 30 days or less or, in the case of accounts in which deposits have a maturity of more than 30 days, the long-term unsecured debt obligations of which are rated at least “AA-” by Fitch, “Aa3” by Moody’s and “AA–” by S&P (or “A+” if the related short-term rating is at least “A-1”) with respect to any custodial account related to a Serviced Loan Combination that has Companion Loan Securities rated by Fitch, Moody’s or S&P or (B) as to which the Certificate Administrator has received written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that holding funds in such account would not cause any rating agency to qualify, withdraw or downgrade any of its then-current ratings on the Certificates or Companion Loan Securities or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution, is subject to regulations substantially similar to 12 C.F.R. Section 9.10(b) and subject to supervision or examination by federal and state authority or (iii) any other account that, as evidenced by a written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that such account would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates or Companion Loan Securities, which may be an account maintained with the Trustee, the Certificate Administrator or the Master Servicers.

With respect to each of the accounts, the party that maintains such account (i.e., the applicable Master Servicer, with respect to the Collection Account, the Trustee with respect to the Distribution Accounts, Class T Grantor Trust Account, Interest Reserve Account and Excess Liquidation Proceeds Account, and the Special Servicer with respect to any REO Account) shall be the party with the right and obligation to make disbursements from such account. The Certificate Administrator will have the right to invest the funds in the Distribution Accounts, the Class T Grantor Trust Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, each Master Servicer will have the right to invest the funds in the Collection Account maintained by it and each Master Servicer will have the right to invest the funds in the separate custodial account for each Serviced Loan Combination, and the Special Servicer will have the right to invest the funds in any REO Account, in each case, in certain short-term high quality investments maturing on the business day prior to the date such funds are required to be applied pursuant to the Pooling

and Servicing Agreement. The Certificate Administrator, each Master Servicer or the Special Servicer (as applicable) will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds other than losses resulting from investments directed by or on behalf of a borrower or that result from the insolvency of any financial institution that was an eligible institution under the terms of the Pooling and Servicing Agreement in the month in which the loss occurred and at the time the investment was made. The transaction accounts and account activity conducted by the Master Servicers, Special Servicer or Certificate Administrator with respect to any account maintained by it will not be independently verified by any other person or entity. Cash in the Collection Account, any REO Account (except to the extent retained to pay certain expenses of maintaining REO Property) and Excess Liquidation Proceeds Account in any Collection Period will generally be disbursed on the next Distribution Date. Cash deposited in the Distribution Accounts and the Class T Grantor Trust Distribution Account on any Master Servicer Remittance Date will generally be disbursed on the next Distribution Date. Cash in the Interest Reserve Account will be disbursed as described above under “—Interest Reserve Account.”

The Master Servicers may make withdrawals from the Collection Account (and the separate custodial account for each Serviced Loan Combination), to the extent permitted and in the priorities provided in the Pooling and Servicing Agreement.

The Certificate Administrator, on behalf of the Holders of the Class AM-FL and Class AJ-FL Certificates, will be required to establish and maintain one or more Floating Rate Accounts, in which it will hold funds pending their distribution on the Class AM-FL Certificates, the Class AJ-FL Certificates or to the related Swap Counterparties and from which it will make those distributions. None of the Offered Certificates will represent ownership interests in such accounts.

Due-On-Sale Clauses. In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of “due-on-sale” clauses (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the borrower or its owners), which by their terms (a) provide that the Mortgage Loans or Serviced Loan Combinations will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or the related borrower, (b) provide that the Mortgage Loans or Serviced Loan Combinations may not be assumed without the consent of the related lender in connection with any such sale or other transfer or (c) provide that such Mortgage Loans or Serviced Loan Combinations may be assumed or transferred without the consent of the lender provided certain conditions are satisfied. The Special Servicer will not be required to enforce any such due-on-sale clauses and in connection therewith will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such an assumption if (x) such provision is not exercisable under applicable law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the borrower or (y) the Special Servicer determines, in accordance with the applicable Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Mortgage Rate), than would enforcement of such clause. If the Special Servicer determines that (i) granting such consent would be likely to result in a greater recovery, (ii) such provisions are not legally enforceable, or (iii) in the case of a Mortgage Loan described in clause (c) of this paragraph, that the conditions to sale or transfer have been satisfied, the Special Servicer is authorized to take or enter into an assumption agreement from or with the proposed transferee as obligor thereon, provided that (a) the credit status of the prospective transferee is in compliance with the Special Servicer’s regular commercial mortgage origination or servicing standards and criteria and the terms of the related Mortgage and (b) the Special Servicer has received written confirmation that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates from (i) Fitch, with respect to any Mortgage Loan (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) that represents one of the ten largest Mortgage Loans based on Stated Principal Balance, (ii) S&P with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) (together with any Mortgage Loans cross-collateralized with such Mortgage Loan) that (A) represents more than 5% of the then-current aggregate Stated Principal Balance of the Mortgage Loans

(taking into account for the purposes of this calculation, in the case of any such Mortgage Loan with respect to which the related borrower or its affiliate is a borrower with respect to one or more other Mortgage Loans, such other Mortgage Loans), (B) has a Stated Principal Balance that is more than $35,000,000 or (C) is among the ten largest Mortgage Loans in the Trust (based on its Stated Principal Balance), or (iii) Moody’s, with respect to any Mortgage Loan (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) that represents one of the ten largest Mortgage Loans based on Stated Principal Balance, or the then current ratings assigned to the Companion Loan Securities by an applicable rating agency with respect to any Mortgage Loan that (together with any Mortgage Loans cross collateralized with such Mortgage Loan) represents one of the ten largest Mortgage Loans in the Trust (based on its Stated Principal Balance). To the extent not precluded by the Mortgage Loan Documents, the Special Servicer may not approve an assumption or substitution without requiring the related borrower to pay any fees owed to the rating agencies associated with the approval of such assumption or substitution. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Trust Fund and, (x) in the case of a Serviced Loan Combination with one or more related Pari Passu Companion Loans, such expense will be allocated to the holders of the Mortgage Loan and the related Pari Passu Companion Loans, based on each loan’s Stated Principal Balance and (y) in the case of a Serviced Loan Combination with a related B Loan, such expense will be allocated (i) first to the related B Loan (up to the full Stated Principal Balance thereof), and, then, (ii) to the holders of the Mortgage Loan and the holder of the related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance. No assumption agreement may contain any terms that are different from any term of any Mortgage or related Note, except pursuant to the provisions described under “—Realization Upon Defaulted Mortgage Loans” and “—Modifications” in this prospectus supplement.

Notwithstanding anything in the foregoing paragraph to the contrary, the applicable Master Servicer, with respect to the Mortgage Loans for which it acts as master servicer, will promptly forward any request for an assumption of any such Mortgage Loan or Serviced Whole Loan to the Special Servicer and such request will be processed by the Special Servicer in the manner described in the preceding paragraph.

Due-On-Encumbrance Clauses. In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of a “due-on-encumbrance” clause which by their terms (a) provide that the related Mortgage Loan or Serviced Loan Combination will (or may at the lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or the ownership interest of the borrower (including, unless specifically permitted, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), (b) require the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners) or (c) provide that such Mortgaged Property may be further encumbered without the consent of the lender (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), provided certain conditions are satisfied. The Special Servicer will not be required to enforce such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such lien or encumbrance if the Special Servicer (A) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust or that in the case of a Mortgage Loan or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to further encumbrance have been satisfied and (B) receives prior written confirmation from Fitch, Moody’s and S&P that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Certificates and receives prior written confirmation from each applicable rating agency that the granting of such consent would not cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Companion Loan Securities; provided, that in the case of S&P, such confirmation will only be required with respect to any Mortgage Loan (together with any Mortgage Loans cross collateralized with such Mortgage Loan) that (1) represents 2% or more of the Stated Principal Balance of all of the Mortgage Loans held by the Trust Fund (or 5% if the aggregate Stated Principal Balance of all of the Mortgage Loans held by the Trust Fund is less than $100 million), (2) has a Stated Principal Balance greater than $20,000,000, (3) is one of the ten largest mortgage loans based on Stated Principal

Balance, (4) has a loan to value ratio (which includes additional debt of the related borrower and any related mezzanine debt or preferred equity, if any) that is greater than or equal to 85% or (5) has a Debt Service Coverage Ratio (which includes additional debt of the related borrower and any related mezzanine debt or preferred equity, if any) that is less than 1.20x or, in the case of Moody’s, such confirmation will only be required with respect to any Mortgage Loan which (together with any Mortgage Loans cross collateralized with such Mortgage Loans) represent one of the ten largest Mortgage Loans in the Trust (based on its then Stated Principal Balance). To the extent not precluded by the Mortgage Loan Documents, the Special Servicer may not approve the creation of any lien or other encumbrance without requiring the related borrower to pay any fees owed to the rating agencies associated with the approval of such lien or encumbrance. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Trust Fund and (x) in the case of a Serviced Loan Combination with one or more related Pari Passu Companion Loans, such expense will be allocated to the holders of to the holders of the Mortgage Loan and the related Pari Passu Companion Loans, pro rata based on each loan’s Stated Principal Balance and (y) in the case of a Serviced Loan Combination with a related B Loan, such expense will be allocated (i) first to the related B Loan (up to the full Stated Principal Balance thereof), and, then, (ii) to the holders of the Mortgage Loan and the holder of the related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance.

Notwithstanding anything in the foregoing paragraph to the contrary, the applicable Master Servicer, with respect to the Mortgage Loans for which it acts as master servicer, will promptly forward any request for the further encumbrance of any Mortgage Loan or Serviced Whole Loan to the Special Servicer and such request will be processed by the Special Servicer in the manner described in the preceding paragraph.

Neither the Master Servicers nor the Special Servicer will be responsible for enforcing a “due-on-sale” or a “due-on-encumbrance” clause with respect to any Non-Serviced Mortgage Loan.

Each Master Servicer (or with respect to any Specially Serviced Mortgage Loan and REO Property, the Special Servicer) is required to inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced by it at such times and in such manner as is consistent with the applicable Servicing Standard, but in any event is required to inspect each Mortgaged Property securing a Note, with a Stated Principal Balance (or in the case of a Note secured by more than one Mortgaged Property, having an allocated loan amount) of (a) $2,000,000 or more at least once every 12 months and (b) less than $2,000,000 at least once every 24 months, in each case commencing in 2008; provided, however, that if any Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable but in no event more than 60 days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Mortgage Loan; provided, further, that a Master Servicer will not be required to inspect a Mortgaged Property that has been inspected in the previous 12 months. The reasonable cost of each such inspection performed by the Special Servicer will be paid by the applicable Master Servicer as a Property Advance or if such Property Advance would not be recoverable, as an expense of the Trust Fund. The applicable Master Servicer or the Special Servicer, as applicable, will be required to prepare a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property and specifying the existence of any material vacancies in the Mortgaged Property, any sale, transfer or abandonment of the Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible material waste committed on the Mortgaged Property. Inspection of the Mortgaged Properties securing the Non-Serviced Mortgage Loans will be conducted by the other servicers appointed under, and done in accordance with the terms of, the pooling and servicing agreement governing the related Non-Serviced Mortgage Loan.

In the case of each Mortgage Loan (but excluding any Mortgage Loan as to which the related Mortgaged Property has become an REO Property and the Non-Serviced Mortgage Loans), the applicable Master Servicer will be required to use commercially reasonable efforts consistent with the applicable Servicing Standard to cause the related borrower to maintain insurance coverage (including identifying the extent to which such borrower is maintaining insurance coverage and, if such borrower does not so maintain, each Master Servicer will be required to itself cause to be maintained) for the related Mortgaged Property:

(i) except where the Mortgage Loan Documents permit a borrower to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance policy that does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement cost of the improvements securing the Mortgage Loan or the outstanding principal balance of the Mortgage Loan or the Serviced Loan Combination, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and

(ii) all other insurance coverage as is required (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related Mortgage Loan Documents, provided, however, that:

(a) the Master Servicers will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless such insurance policy was in effect at the time of the origination of such Mortgage Loan or Serviced Loan Combination, as applicable, or was required by the related Mortgage Loan Documents and is available at commercially reasonable rates (and if the applicable Master Servicer does not cause the borrower to maintain or itself maintains such earthquake or environmental insurance policy on any Mortgaged Property, the Special Servicer will have the right, but not the duty, to obtain (in accordance with the applicable Servicing Standard), at the Trust’s expense, earthquake or environmental insurance on any REO Property so long as such insurance is available at commercially reasonable rates);

(b) if and to the extent that any Mortgage Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite insurance coverage, the Master Servicers must (to the extent consistent with the applicable Servicing Standard) require the related borrower to obtain the requisite insurance coverage from qualified insurers that meet the required ratings set forth in the Pooling and Servicing Agreement;

(c) the Master Servicers will have no obligation beyond using their reasonable efforts consistent with the applicable Servicing Standard to enforce those insurance requirements against any borrower; provided, however, that this will not limit the applicable Master Servicer’s obligation to obtain and maintain a force-placed insurance policy as set forth in the Pooling and Servicing Agreement;

(d) except as provided below, in no event will the applicable Master Servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage that such Master Servicer has determined is either (A) not available at any rate or (B) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located (in each case, as determined by the applicable Master Servicer in accordance with the applicable Servicing Standard and taking into account the insurance coverage provided on the Mortgage Loan at closing, not less frequently than annually, and, to the extent consistent with the applicable Servicing Standard, such Master Servicer will be entitled to rely on insurance consultants, retained at its own expense, in making such determination);

(e) to the extent the applicable Master Servicer itself is required to maintain insurance that the borrower does not maintain, such Master Servicer will not be required to maintain insurance other than what is available on a force-placed basis at commercially reasonable rates, and only to the extent the Trustee as lender has an insurable interest thereon; and

(f) any explicit terrorism insurance requirements contained in the related Mortgage Loan Documents are required to be enforced by the applicable Master Servicer in accordance with the applicable Servicing Standard (unless the Special Servicer and the Directing Holder have consented to a waiver (including a waiver to permit the applicable Master Servicer to accept insurance that does not comply with specific requirements contained in the Mortgage Loan Documents) in writing of that provision in accordance with the applicable Servicing Standard).

provided, however, that any determination by the Master Servicers that a particular type of insurance is not available at commercially reasonable rates will be subject to the approval of the Special Servicer and the Directing Holder; provided, further, that the Master Servicers will not be permitted to obtain insurance on a force-placed basis with respect to terrorism insurance without the consent of the Special Servicer and the Directing Holder; and, provided, further, that while approval is pending, the Master Servicers will not be in default or liable for any loss.

In addition, you should assume that the Pooling and Servicing Agreement will prohibit each Master Servicer from making various determinations that it is otherwise authorized to make in connection with its efforts to maintain insurance or cause insurance to be maintained unless it obtains the consent of the Special Servicer and that the Special Servicer will not be permitted to consent to those determinations unless the Special Servicer has complied with any applicable provisions of the Pooling and Servicing Agreement described herein under “—Modifications” and “—Special Servicing.” The Pooling and Servicing Agreement may also provide for the Special Servicer to fulfill the duties otherwise imposed on the Master Servicers as described above with respect to a particular Mortgage Loan if the Special Servicer has a consent right described above and disapproves the proposed determination, or if certain other circumstances occur in connection with an insurance-related determination by the applicable Master Servicer, with respect to that Mortgage Loan.

With respect to each REO Property, the Special Servicer will generally be required to use reasonable efforts, consistent with the applicable Servicing Standard, to maintain with an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement (subject to the right of the Special Servicer to direct the applicable Master Servicer to make a Property Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case such Master Servicer will be required to make that Property Advance (subject to the recoverability determination and Property Advance procedures described above under “—Advances” in this prospectus supplement) (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan or the Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Mortgage Loan Documents (unless such amount is not available or the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence and (c) to the extent consistent with the applicable Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months. However, the Special Servicer will not be required in any event to maintain or obtain (or direct the Master Servicers to maintain or obtain) insurance coverage described in this paragraph beyond what is reasonably available at a cost customarily acceptable and consistent with the applicable Servicing Standard. With respect to each Specially Serviced Mortgage Loan, the Special Servicer will be required to use commercially reasonable efforts to cause the related borrower to maintain the insurance set forth in clauses (a), (b) and/or (c) of this paragraph, as applicable, provided that if such borrower fails to maintain such insurance, the Special Servicer will be required to direct the applicable Master Servicer to cause that coverage to be maintained under that Master Servicer’s force-placed insurance policy. In such case, the applicable Master Servicer will be required to so cause that coverage to be maintained to the extent that the identified coverage is available under that Master Servicer’s existing force-placed policy.

If either (x) the applicable Master Servicer or the Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Loan Combinations or REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (i) is obtained from an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement, and (ii) provides protection equivalent to the individual policies otherwise required or (y) such Master Servicer or Special Servicer has long-term unsecured debt obligations that are rated not lower than “A-“ by Fitch, “A2” by Moody’s and “A-“ by S&P and the applicable Master Servicer or the Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then such Master Servicer or Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable. Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on any Mortgaged Property or REO Property thereunder a hazard insurance policy complying with the requirements described above, and there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the applicable Servicing Standard).

The costs of the insurance premiums incurred by the Master Servicers or the Special Servicer may be recovered by the Master Servicers or the Special Servicer, as applicable, from reimbursements received from the related borrower or, if the borrower does not pay those amounts, as a Property Advance (to the extent that such Property Advances are recoverable advances) as set forth in the Pooling and Servicing Agreement. However, even if such Property Advance would be a nonrecoverable advance, the Master Servicers or the Special Servicer, as applicable, may make such payments using funds held in the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account) or may be permitted or required to make such Property Advance, subject to certain conditions set forth in the Pooling and Servicing Agreement.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans or Serviced Loan Combinations, nor will any Mortgage Loan be subject to FHA insurance.

The Depositor will purchase the Mortgage Loans to be included in the Trust Fund on or before the Closing Date from the Mortgage Loan Sellers pursuant to five separate mortgage loan purchase agreements (the “Mortgage Loan Purchase Agreements”). See “Description of the Mortgage Pool—The Mortgage Loan Sellers” in this prospectus supplement.

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the Depositor’s rights and remedies against the Mortgage Loan Sellers in respect of breaches of representations and warranties regarding the Mortgage Loans, to the Trustee for the benefit of the holders of the Certificates. On or prior to the Closing Date, the Depositor will deliver to the Custodian, the Note and certain other documents and instruments (the “Mortgage Loan Documents”) with respect to each Mortgage Loan. The Custodian will hold such documents in trust for the benefit of the holders of the Certificates. The Custodian is obligated to review certain documents for each Mortgage Loan within 90 days after the later of the Closing Date or actual receipt and report any missing documents or certain types of defects therein to the

Depositor, the Master Servicers, the Special Servicer, the Controlling Class Representative and the related Mortgage Loan Seller. Each of the Mortgage Loan Sellers will retain a third party vendor (which may be the Trustee or the Custodian) to complete the assignment and recording of the related Mortgage Loan Documents to the Custodian. Each Mortgage Loan Seller will be required to effect (at its expense) the assignment and recordation of the related Mortgage Loan Documents until the assignment and recordation of all Mortgage Loan Documents has been completed.

In the Pooling and Servicing Agreement, the Depositor will assign to the Trustee for the benefit of Certificateholders the representations and warranties made by the Mortgage Loan Sellers to the Depositor in the Mortgage Loan Purchase Agreements.

Each of the Mortgage Loan Sellers will in its respective Mortgage Loan Purchase Agreement represent and warrant with respect to its respective Mortgage Loans (or, in the case of the USFS Industrial Distribution Portfolio, the applicable portion thereof), subject to certain exceptions set forth in its Mortgage Loan Purchase Agreement, as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally to the effect that:

(1) the information set forth in the mortgage loan schedule attached to the applicable mortgage loan purchase agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) is complete, true and correct in all material respects as of the date of the related mortgage loan purchase agreement and as of the applicable Cut-off Date;

(2) except with respect to any mortgage loan with a companion loan, each mortgage loan is a whole loan and not a participation interest in a mortgage loan. Immediately prior to the transfer to the depositor of the mortgage loans, the mortgage loan seller had good title to, and was the sole owner of, each mortgage loan. The mortgage loan seller has full right, power and authority to transfer and assign each of the mortgage loans to or at the direction of the depositor and has validly and effectively conveyed (or caused to be conveyed) to the Depositor or its designee all of the mortgage loan seller’s legal and beneficial interest in and to the mortgage loans free and clear of any and all pledges, liens, charges, security interests and/or other encumbrances. The sale of the mortgage loans to the Depositor or its designee does not require the seller to obtain any governmental or regulatory approval or consent that has not been obtained;

(3) no scheduled payment of principal and interest under any mortgage loan was 30 days or more past due as of the applicable Cut-off Date, and no mortgage loan was 30 days or more delinquent in the 12-month period immediately preceding the applicable Cut-off Date;

(4) the mortgage related to and delivered in connection with each mortgage loan constitutes a valid and, subject to certain exceptions described in paragraph 10 below, enforceable first priority lien upon the related mortgaged property, prior to all other liens and encumbrances, except for (a) the lien for current real estate taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related lender’s title insurance policy, (c) exceptions and exclusions specifically referred to in such lender’s title insurance policy, (d) other matters to which like properties are commonly subject, none of which matters referred to in clauses

(b), (c) or (d), individually or in the aggregate, materially interferes with the security intended to be provided by such mortgage, the marketability or current use of the mortgaged property or the current ability of the mortgaged property to generate operating income sufficient to service the mortgage loan debt and (e) if such mortgage loan is cross-collateralized with any other mortgage loan, the lien of the mortgage for such other mortgage loan;

(5) with respect to the mortgaged properties securing the mortgage loans that were the subject of an engineering report within 18 months prior to the applicable Cut-off Date, each mortgaged property is, to the applicable mortgage loan seller’s knowledge, free and clear of any damage (or adequate reserves therefor have been established or indemnities received) that would materially and adversely affect its value as security for the related mortgage loan, and with respect to the mortgaged properties securing the mortgage loans that were not the subject of an engineering report within 18 months prior to the applicable Cut-off Date, each mortgaged property is in good repair and condition and all building systems contained therein are in good working order (or adequate reserves therefor have been established) and each mortgaged property is free of structural defects, in each case, that would materially and adversely affect its value as security for the related mortgage loan as of the date hereof. The applicable mortgage loan seller has received no notice of the commencement of any proceeding for the condemnation of all or any material portion of any mortgaged property;

(6) each mortgaged property is covered by an American Land Title Association (or an equivalent form of) lender’s title insurance policy, a marked-up title insurance commitment or pro forma (on which the required premium has been paid) which evidences such title insurance policy in the original principal amount of the related mortgage loan after all advances of principal. Each title policy insures that the related mortgage is a valid first priority lien on such mortgaged property, subject only to permitted encumbrances;

(7) the proceeds of each mortgage loan have been fully disbursed and there is no obligation for future advances with respect thereto;

(8) the mortgage note or mortgage for each mortgage loan, together with applicable state law, contains customary and enforceable provisions (subject to certain exceptions described in paragraph 10 below) such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related mortgaged property of the principal benefits of the security intended to be provided thereby;

(9) (a) with respect to the mortgaged properties securing the mortgage loans that were the subject of an environmental site assessment within 18 months prior to the applicable Cut-off Date, an environmental site assessment, or an update of a previous such report, was performed with respect to each mortgaged property in connection with the origination or the sale of the related mortgage loan, a report of each such assessment has been delivered to the depositor, and the applicable mortgage loan seller has no knowledge of any material and adverse environmental condition or circumstance affecting any mortgaged property that was not disclosed in such report; or (b) with respect to the mortgaged properties securing the mortgage loans that were not the subject of an environmental site assessment within 18 months prior to the applicable Cut-off Date, (i) no specified hazardous material is present on such mortgaged property such that (1) the value of such mortgaged property is materially and adversely affected or (2) under applicable federal, state or local law, (x) such hazardous material could be required to be eliminated at a cost materially and adversely affecting the value of the mortgaged property before such mortgaged property could be altered, renovated, demolished or transferred or (y) the presence of such hazardous material could (upon action by the appropriate governmental authorities) subject the owner of such mortgaged property, or the holders of a security interest therein, to liability for the cost of eliminating such hazardous material or the hazard created thereby at a cost materially and adversely affecting the value of the mortgaged property, and (ii) such mortgaged property is in material compliance with all applicable federal, state and local laws pertaining to such hazardous materials or environmental hazards, any noncompliance with such laws does not have a material adverse effect on the value of such mortgaged property and neither the applicable mortgage loan seller nor, to such mortgage loan seller’s knowledge, the related borrower or any current tenant thereon, has received any notice of violation or potential violation of any such law;

(10) each mortgage note, mortgage and other agreement that evidences or secures such mortgage loan and was executed by or on behalf of the related borrower is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and there is no valid defense, counterclaim or right of offset or rescission available to the related borrower with respect to such mortgage note, mortgage or other agreement;

(11) each mortgaged property is, and is required pursuant to the related mortgage to be, insured by a fire and extended perils insurance policy providing coverage against loss or damage sustained by reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles and smoke, and, to the extent required as of the date of origination by the originator of such mortgage loan consistent with its normal commercial mortgage lending practices, against other risks insured against by persons operating like properties in the locality of the mortgaged property in an amount not less than the lesser of the principal balance of the related mortgage loan and the replacement cost of the mortgaged property, and contains no provisions for a deduction for depreciation, and not less than the amount necessary to avoid the operation of any co-insurance provisions with respect to the mortgaged property;

(12) as of the closing date, there are no delinquent or unpaid taxes, assessments (including assessments payable in future installments) or other outstanding charges affecting any mortgaged property that are or may become a lien of priority equal to or higher than the lien of the related mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest or penalties would be first payable thereon;

(13) all escrow deposits and payments relating to each mortgage loan that are, as of the closing date, required to be deposited or paid have been so deposited or paid;

(14) each mortgage loan complied with all applicable usury laws in effect at its date of origination;

(15) no mortgage loan is cross-collateralized or cross-defaulted with any loan other than one or more other mortgage loans included in the mortgage pool;

(16) there exists no material event of default, breach, violation or event of acceleration (and, to the seller’s actual knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the mortgage loan, in any such case to the extent the same materially and adversely affects the value of the mortgage loan and the related mortgaged property; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the applicable mortgage loan seller;

(17) based on due diligence considered reasonable by prudent commercial mortgage lenders in the lending area where the mortgaged property is located, the improvements located on or forming part of each mortgaged property comply with applicable zoning laws and ordinances, or is insured by a law and ordinance insurance policy, or constitute a legal nonconforming use or structure or, if any such improvement does not so comply, such non-compliance does not materially and adversely affect the value of the related mortgaged property, such value as determined by the appraisal performed at origination or in connection with the sale of the related mortgage loan by the applicable mortgage loan seller under the mortgage loan purchase agreement;

(18) to the applicable mortgage loan seller’s knowledge, based on due diligence that it customarily performs in the origination of comparable mortgage loans, as of the date of origination of each mortgage loan or as of the date of the sale of the related mortgage loan by such mortgage loan seller under the mortgage loan purchase agreement, the related borrower was in possession of all material licenses, permits and franchises required by applicable law for the ownership and operation of the related mortgaged property as it was then operated;

(19) each mortgage loan contains a “due-on-sale” clause, which provides for the acceleration of the payment of the unpaid principal balance of the mortgage loan if, without prior written consent of the holder of the mortgage, the property subject to the mortgage or any material portion thereof, or a controlling interest in the related borrower, is transferred, sold or encumbered; provided, however, that certain mortgage loans provide a mechanism for the assumption of the loan by a third party upon the borrower’s satisfaction of certain conditions precedent, and upon payment of a transfer fee, if any, or transfer of interests in the borrower or constituent entities of the borrower to a third party or parties related to the borrower upon the borrower’s satisfaction of certain conditions precedent; and

(20) the borrower on each mortgage loan with a Cut-off Date principal balance in excess of $10 million, was, as of the origination of the mortgage loan, an entity, other than an individual, whose organizational documents provide substantially to the effect that it is formed or organized solely for the purpose of owning and operating one or more of the mortgaged properties securing the mortgage loans and prohibit it from engaging in any business unrelated to such mortgaged property or properties, and whose organizational documents further provide, or which entity represented in the related mortgage loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such mortgaged property or properties, or any indebtedness other than as permitted by the related mortgage(s) or the other related mortgage loan documents, that it has its own books and records and accounts separate and apart from any other person (other than a borrower for a mortgage loan that is cross-collateralized and cross-defaulted with the related mortgage loan), and that it holds itself out as a legal entity, separate and apart from any other person.

The Pooling and Servicing Agreement requires that the Custodian, each Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee notify the Depositor, the Certificate Administrator, the affected Mortgage Loan Seller, the Controlling Class Representative, the Custodian, each Master Servicer, the Special Servicer and the Trustee, as applicable, upon its becoming aware of any failure to deliver Mortgage Loan Documents in a timely manner, any defect in the Mortgage Loan Documents (as described in the Pooling and Servicing Agreement) or any breach of any representation or warranty contained in the preceding paragraph that, in each case, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or any holders of the Certificates. Each of the Mortgage Loan Purchase Agreements provides that, with respect to any such Mortgage Loan, within 90 days following its receipt of such notice from a Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Custodian or, in the case of a breach or defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, if earlier, its discovery of such breach or defect, the affected Mortgage Loan Seller must either (a) cure such breach or defect in all material respects, (b) repurchase such Mortgage Loan as well as, if such affected Mortgage Loan is a cross-collateralized Mortgage Loan and not otherwise un-crossed as set forth below, the other Mortgage Loan or Mortgage Loans in such cross-collateralized group (and such other Mortgage Loan or Mortgage Loans so repurchased will be deemed to be in breach of the representations and warranties by reason of its cross-collateralization with the affected Mortgage Loan) at an amount equal to the sum of (1) the outstanding principal balance of the Mortgage Loan or Mortgage Loans as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan or Mortgage Loans at the related Mortgage Rates in effect from time to time, to but not including the Due Date in the month of purchase, but excluding any yield maintenance or other prohibited prepayment penalty, (3) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate and unpaid Special Servicing Fees and Workout Fees allocable to the Mortgage Loan or Mortgage Loans, (4) any payable Liquidation Fee, as specified below in “—Special Servicing—Special Servicing Compensation” and (5) all reasonable out-of-pocket expenses reasonably incurred or to be incurred

by the Master Servicers, the Special Servicer, the Depositor and the Trustee in respect of the defect or breach giving rise to the repurchase obligation, including any expenses arising out of the enforcement of the repurchase obligation (such price, the “Repurchase Price”) or (c) substitute, within two years of the Closing Date, a Qualified Substitute Mortgage Loan (a “Replacement Mortgage Loan”) for the affected Mortgage Loan (including any other Mortgage Loans which are cross-collateralized with such Mortgage Loan and are not otherwise un-crossed as described in clause (b) above and the immediately succeeding paragraph) (collectively, the “Removed Mortgage Loan”) and pay any shortfall amount equal to the excess of the Repurchase Price of the Removed Mortgage Loan calculated as of the date of substitution over the Stated Principal Balance of the Qualified Substitute Mortgage Loan as of the date of substitution; provided, that the applicable Mortgage Loan Seller generally has an additional 90-day period (as set forth in the Pooling and Servicing Agreement) to cure the material defect or material breach if such material defect or material breach is not capable of being cured within the initial 90-day period, the Mortgage Loan Seller is diligently proceeding with that cure, and such material defect or material breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code; and provided further that each Mortgage Loan Seller that contributed a portion of the USFS Industrial Portfolio Loan will only be responsible for repurchasing or replacing that portion. In addition, the applicable Mortgage Loan Seller will have an additional 90 days to cure the material breach or material defect if the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such material breach or material defect and the failure to cure such material breach or material defect is solely the result of a delay in the return of documents from the local filing or recording authorities. See “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.

The USFS Industrial Distribution Portfolio Loan is evidenced by two promissory notes, one of which is currently held by GACC and one of which is currently held by CGMRC. Each of those respective Mortgage Loan Sellers will sell the promissory notes which it currently holds into the Trust Fund. If the USFS Industrial Distribution Portfolio Loan must be repurchased or replaced as described in the preceding paragraph, then each such Mortgage Loan Seller will be required to repurchase or replace solely the portion of such Mortgage Loan that it transferred to the Trust Fund, and neither such Mortgage Loan Seller shall be responsible for the performance of the other Mortgage Loan Seller of its duty to effect such repurchase or substitution. If only one such promissory note is removed from the Trust Fund, then the portion of the related debt evidenced by that promissory note will be treated as a separate USFS Industrial Distribution Portfolio Companion Loan, and the portion of the related debt evidenced by the promissory note that remains in the Trust Fund will continue to be treated as a Mortgage Loan.

If one or more (but not all) of a group of cross-collateralized Mortgage Loans is to be repurchased or substituted for by the related Mortgage Loan Seller as contemplated above, then, prior to such repurchase or substitution, the related Mortgage Loan Seller or its designee is required to use its reasonable efforts to prepare and have executed all documentation necessary to terminate the cross-collateralization between such Mortgage Loans; provided, that such Mortgage Loan Seller cannot effect such termination unless (A) (i) the debt service coverage ratio for any remaining cross-collateralized Mortgage Loans or Mortgaged Properties for the four calendar quarters immediately preceding the repurchase or substitution is not less than the debt service coverage ratio immediately prior to the repurchase and (ii) the loan-to-value ratio for any remaining cross-collateralized Mortgage Loans or Mortgaged Properties is not greater than the loan-to-value ratio immediately prior to the repurchase, and (B) the Trustee has received from the related Mortgage Loan Seller (i) an opinion of counsel to the effect that such termination would neither endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC nor result in the imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund and (ii) written confirmation from each rating agency that such termination would not cause the then-current ratings of the Certificates to be qualified, withdrawn or downgraded; and provided, further, that such Mortgage Loan Seller may, at its option and within the 90-day cure period described above (as the same may be extended), purchase or substitute for all such cross-collateralized Mortgage Loans in lieu of effecting a termination of the cross-collateralization. All costs and expenses incurred by the Trustee in connection with such termination are required to be included in the calculation of the Repurchase Price for the Mortgage Loan to be repurchased. If the cross-collateralization cannot be terminated as set forth above, then, for purposes of (i) determining the materiality of any breach or defect, as the case may be, and (ii) the application of remedies, the related cross-collateralized Mortgage Loans are required to be treated as a single Mortgage Loan.

Notwithstanding the foregoing, if there is a material breach or material defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan or cross-collateralized group of Mortgage Loans, the Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan or cross-collateralized group of Mortgage Loans if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan Documents and the Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not cause an adverse REMIC event to occur and (iii) each rating agency then rating the Certificates shall have provided written confirmation that such release would not cause the then-current ratings of the Certificates rated by it to be qualified, withdrawn or downgraded.

A “Qualified Substitute Mortgage Loan” is a Mortgage Loan that, among other things: (i) has a Stated Principal Balance of not more than the Stated Principal Balance of the related Removed Mortgage Loan, (ii) accrues interest at a rate of interest at least equal to that of the related Removed Mortgage Loan, (iii) has a remaining term to stated maturity of not greater than, and not more than two years less than, the remaining term to stated maturity of the related Removed Mortgage Loan, (iv) is approved by the Controlling Class Representative and (v) the Trustee has received prior confirmation in writing by each rating agency that such substitution will not in and of itself result in the withdrawal, downgrade, or qualification of the rating assigned by the rating agency to any Class of Certificates then rated by the rating agency.

The obligations of the Mortgage Loan Sellers to repurchase, substitute or cure described in the second, third and fourth preceding paragraphs constitute the sole remedies available to holders of Certificates or the Trustee for a document defect in the related mortgage file or a breach of a representation or warranty by a Mortgage Loan Seller with respect to an affected Mortgage Loan. None of the Master Servicers, the Special Servicer, the Certificate Administrator or the Trustee will be obligated to purchase or substitute a Mortgage Loan if a Mortgage Loan Seller defaults on its obligation to repurchase, substitute or cure, and no assurance can be given that a Mortgage Loan Seller will fulfill such obligations. If such obligation is not met as to a Mortgage Loan that is not a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the Upper-Tier REMIC and the Lower-Tier REMIC may fail to qualify to be treated as a REMIC for federal income tax purposes.

Certain Matters Regarding the Depositor, the Master Servicers and the Special Servicer

Each Master Servicer and the Special Servicer may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement in connection with the sale or transfer of a substantial portion of its mortgage servicing or asset management portfolio, provided that certain conditions are satisfied, including obtaining written confirmation of each rating agency then rating any Certificates or Companion Loan Securities that such assignment or delegation in and of itself will not cause a qualification, withdrawal or downgrading of the then-current ratings assigned to the Certificates or Companion Loan Securities. The Pooling and Servicing Agreement provides that neither of the Master Servicers nor the Special Servicer may otherwise resign from their obligations and duties as a Master Servicer or the Special Servicer thereunder, except upon either (a) the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee and the Certificate Administrator or (b) the appointment of, and the acceptance of the appointment by, a successor and receipt by the Trustee of written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that the resignation and appointment will not, in and of itself, cause a downgrade, withdrawal or qualification of the then-current rating assigned by such rating agency to any Class of Certificates or Companion Loan Securities. No such resignation may become effective until the Trustee or a successor Master Servicer or Special Servicer has assumed the obligations of the applicable Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer or Special Servicer assuming the obligations of the applicable Master Servicer or the Special Servicer

under the Pooling and Servicing Agreement generally will be entitled to the compensation to which such Master Servicer or Special Servicer would have been entitled. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer or Special Servicer will be treated as Realized Losses.

The Pooling and Servicing Agreement also provides that none of the Depositor, the Master Servicers or the Special Servicer, or any affiliate, director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicers or the Special Servicer will be under any liability to the Trust or the holders of Certificates for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement (including actions taken at the direction of the Directing Holder), or for errors in judgment; provided, however, that none of the Depositor, the Master Servicers or the Special Servicer or any director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicers and the Special Servicer will be protected against any breach of its respective representations and warranties made in the Pooling and Servicing Agreement or any liability that would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Master Servicers or the Special Servicer, by reason of any specific liability imposed for a breach of the applicable Servicing Standard) in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder. The Pooling and Servicing Agreement further provides that the Depositor, the Master Servicers and the Special Servicer and any affiliate, director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicers and the Special Servicer will be entitled to indemnification by the Trust for any loss, liability or expense incurred in connection with any claim or legal action relating to the Pooling and Servicing Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its directors, officers, members, managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. With respect to a Serviced Loan Combination, the expenses, costs and liabilities described in the preceding sentence above that relate to the applicable Loan Combination will be paid out of amounts on deposit in the separate custodial account maintained with respect to such Loan Combination (with respect to a Serviced Loan Combination (x) with one or more related Pari Passu Companion Loans, such expenses will be allocated to the related Mortgage Loan and such Pari Passu Companion Loans on a pro rata basis (based on each such loan’s outstanding principal balance) and (y) with a related B Loan, such expenses will first be allocated to the related B Loan and then will be allocated to the related Mortgage Loan and the holder of any related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance. If funds in the applicable custodial account relating to a Serviced Loan Combination are insufficient, then any deficiency will be paid from amounts on deposit in the Collection Account.

The Pooling and Servicing Agreement will also provide that the servicer, special servicer and trustee of the Non-Serviced Mortgage Loans, and any director, officer, employee or agent of any of them will be entitled to indemnification by the Trust Fund and held harmless against the Trust’s pro rata share of any liability or expense incurred in connection with any legal action or claim that relates to (i) the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination under the COMM 2007-C9 Pooling and Servicing Agreement and (ii) the Charles River Plaza North Loan Combination under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of its obligations or duties or by reason of negligent disregard of its obligations or duties under the COMM 2007-C9 Pooling and Servicing Agreement or the COBALT CMBS 2007-C3 Pooling and Servicing Agreement, as applicable.

In addition, the Pooling and Servicing Agreement provides that none of the Depositor, the Master Servicers or the Special Servicer will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability. Each of the Depositor,

the Master Servicers or the Special Servicer may, however, in its discretion undertake any such action that it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties thereto and the interests of the holders of Certificates and Companion Loan Securities, if applicable, thereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers and the Special Servicer will be entitled to be reimbursed therefor and to charge the Collection Account (or with respect to a Serviced Loan Combination, first from the related separate custodial account, as described in the second preceding paragraph).

The management, prosecution, defense and/or settlement of claims and litigation relating to any Mortgage Loan brought against the Trust or any party to the Pooling and Servicing Agreement will generally be handled by the Master Servicers and the Special Servicer; subject to certain rights of the Trustee to appear in any such action to which it is a named party and the rights of certain parties to the Pooling and Servicing Agreement to indemnification for certain costs or liabilities arising from such litigation, all as more specifically provided for in the Pooling and Servicing Agreement.

The Depositor is not obligated to monitor or supervise the performance of the Master Servicers, the Special Servicer, the Certificate Administrator or the Trustee under the Pooling and Servicing Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicers or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicers or the Special Servicer or exercise any right of the Master Servicers or the Special Servicer under the Pooling and Servicing Agreement. In the event the Depositor undertakes any such action, it will be reimbursed by the Trust from the Collection Account (or with respect to a Serviced Loan Combination, to the extent such reimbursement is allocable to such Serviced Loan Combination, first from the related custodial account), to the extent not recoverable from the Master Servicers or Special Servicer, as applicable. Any such action by the Depositor will not relieve the applicable Master Servicer or the Special Servicer of its obligations under the Pooling and Servicing Agreement.

Any person into which the applicable Master Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which such Master Servicer, the Special Servicer or the Depositor is a party, or any person succeeding to the business of the applicable Master Servicer, the Special Servicer or the Depositor, will be the successor of such Master Servicer, the Special Servicer or the Depositor under the Pooling and Servicing Agreement, and shall be deemed to have assumed all of the liabilities and obligations of the applicable Master Servicer, the Special Servicer or the Depositor under the Pooling and Servicing Agreement if each of the rating agencies then rating any Certificates or Companion Loan Securities has confirmed in writing that such merger or consolidation or transfer of assets or succession, in and of itself, will not cause a downgrade, qualification or withdrawal of the then-current ratings assigned by such rating agency for any Class of Certificates or Companion Loan Securities.

“Events of Default” under the Pooling and Servicing Agreement with respect to each Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a) (i) any failure by a Master Servicer to make a required deposit to the Collection Account on the day such deposit was first required to be made, which failure is not remedied within two business days, or (ii) any failure by a Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted (including any required P&I Advance, unless such Master Servicer determines that such P&I Advance would not be recoverable), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to the extent a Master Servicer does not timely make such remittances to the Certificate Administrator, such Master Servicer shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to, but not including,

the date such remittance is actually made) or any failure by a Master Servicer to remit to any holder of a Serviced Companion Loan, as and when required by the Pooling and Servicing Agreement or the related co-lender agreement, any amount required to be so remitted which failure continues for one business day;

(b) any failure by the Special Servicer to deposit into the REO Account on the day such deposit is required to be made, or to remit to the Master Servicers for deposit in the Collection Account (or, in the case of a Serviced Loan Combination, the related custodial account) any such remittance required to be made, under the Pooling and Servicing Agreement; provided, however, that the failure of the Special Servicer to remit such remittance to the Master Servicers will not be an Event of Default if such failure is remedied within one business day and if the Special Servicer has compensated the Master Servicers for any loss of income on such amount suffered by the Master Servicers due to and caused by the late remittance of the Special Servicer and reimbursed the Trust for any resulting advance interest due to the Master Servicers;

(c) any failure by a Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (15 days in the case of the Master Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by such Master Servicer pursuant to the Pooling and Servicing Agreement or in any event such shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after written notice of the failure has been given to such Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicers or the Special Servicer, as the case may be, with a copy to each other party to the Pooling and Servicing Agreement, by the Certificateholders of any Class, evidencing, as to that Class, Percentage Interests aggregating not less than 25% or by a holder of a Serviced Companion Loan, if affected, provided, however, if that failure (other than the failure to provide reports and items specified under “Description of the Pooling Agreements—Evidence as to Compliance” in the prospectus on the first date on which such reports and items are required to be provided) is capable of being cured and the applicable Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 30 or 45-day period, as applicable, will be extended an additional 30 days;

(d) any breach on the part of a Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement which materially and adversely affects the interests of any Class of Certificateholders or holders of a Serviced Companion Loan and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to such Master Servicer or the Special Servicer, as the case may be, by the Depositor or the Trustee, or to the Master Servicers, the Special Servicer, the Depositor and the Trustee by the holders of Certificates of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% or by a holder of a Serviced Companion Loan, if affected; provided, however, if that breach is capable of being cured and the applicable Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e) certain events of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings in respect of or relating to the applicable Master Servicer or the Special Servicer, and certain actions by or on behalf of such Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

(f) a servicing officer of the applicable Master Servicer or Special Servicer, as applicable, obtains actual knowledge that Moody’s or Fitch has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Companion Loan Securities, or (ii) has placed one or more Classes of Certificates or Companion Loan Securities on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”

placement shall not have been withdrawn by Moody’s or Fitch within 60 days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), cited servicing concerns with the applicable Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action;

(g) the removal of a Master Servicer or Special Servicer from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as the case may be (subject to any applicable grace period set forth in the Pooling and Servicing Agreement); and

(h) any failure by a Master Servicer or Special Servicer to deliver (i) any Exchange Act reporting items required to be delivered by such servicer under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace period or (ii) any Exchange Act reporting items that a primary servicer, sub-servicer or servicing function participant (as more specifically defined in the Pooling and Servicing Agreement) (such entity, the “Sub-Servicing Entity”) retained by a Master Servicer or Special Servicer (but excluding any Sub-Servicing Entity which the Master Servicer or Special Servicer has been directed to retain by a Sponsor or Mortgage Loan Seller) is required, but fails, to deliver (after any applicable grace period) (any Sub-Servicing Entity will be terminated if it defaults in accordance with the provision of this clause (h)).

If an Event of Default with respect to a Master Servicer or the Special Servicer, as applicable, occurs, then the Trustee may, and (i) at the written direction of the holders of Certificates evidencing at least 51% of the aggregate Voting Rights of all Certificateholders or (ii) at the written direction of the Depositor with respect to an Event of Default under clause (h) above, the Trustee will be required to, terminate all of the rights (other than certain rights to indemnification, compensation and (in certain limited circumstances) the excess servicing strip as provided in the Pooling and Servicing Agreement) and obligations of such Master Servicer as master servicer or the Special Servicer as special servicer under the Pooling and Servicing Agreement and in and to the Trust. Notwithstanding the foregoing, upon any termination of a Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement, such Master Servicer or the Special Servicer, as applicable, will continue to be entitled to receive all accrued and unpaid servicing compensation through the date of termination plus reimbursement for all Advances and interest thereon as provided in the Pooling and Servicing Agreement. In the event that the applicable Master Servicer is also the Special Servicer and such Master Servicer is terminated, then such Master Servicer will also be terminated as Special Servicer. Except for the Directing Holder’s right to terminate the Special Servicer, as described in this prospectus supplement, a Certificateholder may not terminate the Master Servicers or Special Servicer if an Event of Default with respect to the Master Servicers or Special Servicer only affects a holder of a Serviced Companion Loan but does not affect a Certificateholder.

On and after the date of termination following an Event of Default by a Master Servicer or the Special Servicer, the Trustee will succeed to all authority and power of such Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement (and any sub-servicing agreements) and generally will be entitled to the compensation arrangements to which such Master Servicer or the Special Servicer, as applicable, would have been entitled. If the Trustee is unwilling or unable so to act, or if the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificateholders so request, or if the Trustee is not an “approved” servicer by any of the rating agencies for mortgage pools similar to the one held by the Trust, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution the appointment of which will not result in the downgrading, qualification or withdrawal of the rating or ratings then assigned to any Class of Certificates or Companion Loan Securities, as evidenced in writing by each rating agency then rating such Certificates or Companion Loan Securities, to act as successor to the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement. Pending such appointment, the Trustee is obligated to act in such capacity. The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, however, that no such compensation may be in excess of that permitted

to the terminated Master Servicer or Special Servicer, provided, further, that if no successor can be obtained to perform the obligations of the terminated Master Servicer or Special Servicer after consultation with the Directing Holder, additional amounts may be paid to such successor and such amounts in excess of that permitted the terminated Master Servicer or Special Servicer shall be treated as Realized Losses. All reasonable costs and expenses of the Trustee or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the mortgage files to the successor Master Servicer or Special Servicer and amending the Pooling and Servicing Agreement to reflect such succession are required to be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense is required to be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.

No Certificateholder or the holder of a Serviced Companion Loan, as applicable, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement, such holder or the holder of such Serviced Companion Loan, as applicable, previously has given to the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance thereof, and unless the holder of such Serviced Companion Loan or the holders of Certificates of any Class affected thereby evidencing Percentage Interests of at least 25% of such Class, as applicable, have made written request of the Trustee to institute such proceeding in its capacity as Trustee under the Pooling and Servicing Agreement and have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, failed or refused to institute such proceeding.

The Trustee will have no obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

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 clauses (f) and (g) under “—Events of Default” above, the applicable Master Servicer will have the right, at its expense, to sell its master servicing rights with respect to the Mortgage Loans to a master servicer whose appointment Fitch, Moody’s and S&P have confirmed will not result in a qualification, downgrade or withdrawal of any of the then current ratings of the Certificates, in accordance with the terms set forth in the Pooling and Servicing Agreement, including that any successor master servicer fulfill the ratings requirements for successor master servicer set forth in the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement may be amended at any time by the Depositor, the Master Servicers, the Special Servicer, the Certificate Administrator and the Trustee without the consent of any of the holders of Certificates or holders of any Serviced Companion Loans (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions therein to conform or be consistent with or in furtherance of the statements herein (or in the private placement memorandum relating to the non-offered Certificates) made with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions therein which may be defective or inconsistent with any other provisions therein; (iii) to amend any provision thereof to the extent necessary or desirable to maintain the rating or ratings then assigned to each Class of Certificates or Companion Loan Securities (provided, that such amendment does not adversely affect in any material respect the interests of any Certificateholder or holder of a

Serviced Companion Loan not consenting thereto) and (iv) to amend or supplement a provision, or to supplement any provisions therein to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder or holder of a Serviced Companion Loan not consenting thereto, as evidenced in writing by an opinion of counsel or, if solely affecting any Certificateholder or holder of a Serviced Companion Loan, confirmation in writing from each rating agency then rating any Certificates or Companion Loan Securities that such amendment will not result in a qualification, withdrawal or downgrading of the then-current ratings assigned to the Certificates or Companion Loan Securities, as applicable. The Pooling and Servicing Agreement requires that no such amendment shall cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC.

The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Master Servicers, the Special Servicer, the Certificate Administrator and the Trustee with the consent of the holders of Certificates evidencing at least 66% of the Percentage Interests of each Class of Certificates affected thereby and the holders of the Serviced Companion Loans affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the holders of Certificates; provided, however, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which are required to be distributed on any Certificate, without the consent of the holder of such Certificate, or which are required to be distributed to the holder of any Serviced Companion Loan, without the consent of the holder of such Serviced Companion Loan; (ii) alter the obligations of the Master Servicers or the Trustee to make a P&I Advance or a Property Advance or alter the applicable Servicing Standard set forth in the Pooling and Servicing Agreement; (iii) change the percentages of Voting Rights or Percentage Interests of holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement; or (iv) amend the section in the Pooling and Servicing Agreement relating to the amendment of the Pooling and Servicing Agreement, in each case, without the consent of the holders of all Certificates representing all the Percentage Interests of the Class or Classes affected thereby and consent of the holder of any affected Serviced Companion Loans.

Notwithstanding the foregoing, no amendment may be made that adversely affects the obligations of a mortgage loan seller without the consent of such mortgage loan seller and no amendment may be made that adversely affects the distributions to the Swap Counterparty or the rights of the Swap Counterparty without the consent of the Swap Counterparty.

See “Description of the Pooling Agreements—Evidence of Compliance” in the prospectus for a description of certain provisions of the Pooling and Servicing Agreement requiring the Trustee, the Certificate Administrator, the Master Servicers and Special Servicer to provide an annual certification regarding their compliance with the terms of the Pooling and Servicing Agreement, as well as an assessment of compliance with certain servicing criteria and an accountant’s attestation report with respect to such assessment. The Trustee, the Certificate Administrator, the Master Servicers and Special Servicer that will be required to provide an annual certification and an assessment of compliance and accountant’s attestation report regarding their compliance with the terms of the Pooling and Servicing Agreement in this transaction are Wachovia Bank, National Association, Capmark Finance Inc., LNR Partners, Inc., Wells Fargo Bank, N.A. and Deutsche Bank Trust Company Americas.

At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Certificates (the “Voting Rights”) shall be allocated among the holders of the respective Classes of Regular Certificates (other than the Class X Certificates) in proportion to the Certificate Balances of their Certificates, and 2% of the Voting Rights shall be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X Certificates. Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates.

The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a Mortgage Loan (other than the Non-Serviced Mortgage Loans) becomes a Defaulted Mortgage Loan (or, in the case of a Balloon Loan, if a payment default has occurred with respect to the related Balloon Payment, then after a Servicing Transfer Event has occurred with respect to such Balloon Payment default), the Special Servicer to determine the fair value of such Mortgage Loan in accordance with the applicable Servicing Standard. A “Defaulted Mortgage Loan” is a Mortgage Loan (excluding the Non-Serviced Mortgage Loans) which is delinquent at least 60 days in respect of its Monthly Payments or more than 30 days delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan or the Serviced Loan Combination. The Special Servicer will be required to recalculate, if necessary, from time to time, but not less often than every 90 days, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in accordance with the applicable Servicing Standard. The Special Servicer will be permitted to retain, at the expense of the Trust Fund, an independent third party to assist the Special Servicer in determining such fair value and will be permitted to conclusively rely, to the extent it is reasonable to do so, in accordance with the applicable Servicing Standard, on the opinion of such third party in making such determination.

In the event a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or a Serviced Loan Combination (and, with respect to a Loan Combination with a related B Loan, subject to the purchase option of the holder of the related B Loan, if any, and with respect to any Mortgage Loan whose borrower may have or may in the future incur mezzanine debt, subject to the purchase option of the holder of such mezzanine debt, if any) becomes a Defaulted Mortgage Loan, the Special Servicer and the Controlling Class Representative, in that order (only if the Controlling Class Representative or the Special Servicer, as applicable, is not an affiliate of the related Mortgage Loan Seller), will each have an assignable option to purchase the Defaulted Mortgage Loan from the Trust Fund (a “Purchase Option”) at a price (the “Option Price”) equal to (i) the outstanding principal balance of the Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such balance plus all related unreimbursed Property Advances and accrued and unpaid interest on such Advances, plus all related fees and expenses, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as determined by the Special Servicer, if the Special Servicer has made such fair value determination.

The Controlling Class Representative will also have a purchase option with respect to the USFS Industrial Distribution Portfolio Loan and the 85 Tenth Avenue Loan. For a description of the purchase option relating to such Mortgage Loans, see “Description of the Mortgage Pool—Split Loan Structures—The USFS Industrial Distribution Portfolio Loan Combination—Sale of Defaulted Mortgage Loan” and “Description of the Mortgage Pool—Split Loan Structures—The 85 Tenth Avenue Loan Combination—Sale of Defaulted Mortgage Loan.” in this prospectus supplement. With respect to any Mortgage Loan in a Serviced Loan Combination that does not contain a B Loan, the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan and not any related Pari Passu Companion Loans.

With respect to the Lincoln Square Loan, the Charles River Plaza North Loan and the Georgian Towers Loan (subject to the rights of the holder of the related B Loan, as described under “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination—Sale of Defaulted Mortgage Loan,” “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza North Loan Combination—Purchase Option” and “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination—Purchase Option” in this prospectus supplement, as applicable), the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan (but not the related Pari Passu Companion Loan or B Loan, as applicable).

There can be no assurance that the Special Servicer’s fair value determination for any Defaulted Mortgage Loan will equal the amount that could have actually been realized in an open bid or will be equal to or greater than the amount that could have been realized through foreclosure or a workout of such Defaulted Mortgage Loan.

Except with respect to the Non-Serviced Mortgage Loan, unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised (or, with respect to the Serviced Loan Combinations with a related B Loan, a purchase option is exercised by the holder of the related B Loan), the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, as are consistent with the applicable Servicing Standard, but the Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option.

If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related borrower’s cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition by, or on behalf of, the Trust Fund of title to the related Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout, (iv) a repurchase of a Defaulted Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan Seller’s breach of a representation or warranty with respect to such Defaulted Mortgage Loan or a document defect in the related mortgage file and (v) with respect to a Mortgage Loan that has a related B Loan, a purchase option is exercised by the holder of the related B Loan, if any, or with respect to any Mortgage Loan whose borrower has incurred mezzanine debt, a purchase option is exercised by the holder of the related mezzanine loan, if any. With respect to clause (v) of the preceding sentence, see “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination—Purchase Option,” “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza North Loan Combination—Purchase Option” and “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination—Purchase Option” in this prospectus supplement. The purchase option for a Non-Serviced Mortgage Loan will terminate under similar circumstances described in clause (i) through (iv) of the second preceding sentence applicable to the pooling and servicing agreement that governs the related Non-Serviced Mortgage Loan. In addition, the Purchase Option with respect to a Defaulted Mortgage Loan held by any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option.

If (a) a Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the Special Servicer or, if the Controlling Class Representative is affiliated with the Special Servicer, the Controlling Class Representative, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to an unaffiliated person) and (b) the Option Price is based on the Special Servicer’s determination of the fair value of the Defaulted Mortgage Loan, the applicable Master Servicer will be required to determine, in accordance with the applicable Servicing Standard, whether the Option Price represents a fair price. The applicable Master Servicer will be required to retain, at the expense of the Trust Fund, an independent third party who is an MAI qualified appraiser or an independent third party that is of recognized standing having experience in evaluating the value of Defaulted Mortgage Loans in accordance with the Pooling and Servicing Agreement, to assist such Master Servicer to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making such determination and absent manifest error, such Master Servicer will be entitled to conclusively rely on the opinion of such person in accordance with the terms of the Pooling and Servicing Agreement.

In addition, certain of the mortgage loans are subject to a purchase option, upon certain events of default in favor of a mezzanine lender. Such option is exercisable at a par purchase price as set forth in the related intercreditor agreement; provided, that if such option is exercised within 90 days after the occurrence of the relevant default, such price shall not include payment of the Liquidation Fee.

If a payment default or material non-monetary default on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) has occurred or, in the Special Servicer’s judgment, with the consent of the Directing Holder, a payment default or material non-monetary default is reasonably foreseeable, then, pursuant to the Pooling and Servicing Agreement, the Special Servicer, on behalf of the Trustee, may, in accordance with the terms and provisions of the Pooling and Servicing Agreement, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise. The Special Servicer is not permitted, however, to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the Trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Trust) and either:

(i) such report indicates that (a) the Mortgaged Property is in compliance with applicable environmental laws and regulations and (b) there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or

(ii) the Special Servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary to bring the Mortgaged Property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (i) above, would be in the best economic interest of the Trust.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the Trust will become liable for a material adverse environmental condition at the Mortgaged Property. However, there can be no assurance that the requirements of the Pooling and Servicing Agreement will effectively insulate the Trust from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the Trust, the Special Servicer, on behalf of the Trust, will be required to sell the Mortgaged Property prior to the close of the third calendar year following the year in which the Trust acquires such Mortgaged Property, unless (i) the Internal Revenue Service grants an extension of time to sell such property or (ii) the Trustee and the Certificate Administrator receives an opinion of independent counsel to the effect that the holding of the property by the Trust beyond such period will not result in the imposition of a tax on the Trust or cause the Trust (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, the Special Servicer will generally be required to attempt to sell any Mortgaged Property so acquired on the same terms and conditions it would if it were the owner. If title to any Mortgaged Property is acquired by the Special Servicer on behalf of the Trust, the Special Servicer will also be required to ensure that the Mortgaged Property is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times and that the sale of such property does not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B) with respect to such property. If the Trust acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Trust, generally will be required to retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage such Mortgaged Property as required under the Pooling and Servicing Agreement.

In general, the Special Servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent commercially feasible, maximize the Trust’s net after-tax proceeds from such property. After the Special Servicer reviews the operation of such property and consults

with the Certificate Administrator to determine the Trust’s federal income tax reporting position with respect to income it is anticipated that the Trust would derive from such property, the Special Servicer could determine, pursuant to the Pooling and Servicing Agreement, that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of a tax on “net income from foreclosure property” within the meaning of the REMIC Regulations (such tax referred to herein as the “REO Tax”). To the extent that income the Trust receives from an REO Property is subject to a tax on “net income from foreclosure property,” such income would be subject to federal tax at the highest marginal corporate tax rate (currently 35%). The determination as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. Any REO Tax imposed on the Trust’s income from an REO Property would reduce the amount available for distribution to Certificateholders. Certificateholders are advised to consult their own tax advisors regarding the possible imposition of the REO Tax in connection with the operation of commercial REO Properties by REMICs. The Special Servicer will be required to sell any REO Property acquired on behalf of the Trust within the time period and in the manner described above.

Under the Pooling and Servicing Agreement, the Special Servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, for the retention of revenues and insurance proceeds derived from each REO Property. The Special Servicer is required to use the funds in the REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relate to such REO Property. To the extent that amounts in the REO Account in respect of any REO Property are insufficient to make such payments, the applicable Master Servicer is required to make a Property Advance, unless it determines such Property Advance would be nonrecoverable. Within one business day following the end of each Collection Period, the Special Servicer is required to deposit all amounts received in respect of each REO Property during such Collection Period, net of any amounts withdrawn to make any permitted disbursements, to the Collection Account, provided that the Special Servicer may retain in the REO Account permitted reserves.

Under the Pooling and Servicing Agreement, the Certificate Administrator is required to establish and maintain an Excess Liquidation Proceeds Account, in its own name for the benefit of the Certificateholders. Upon the disposition of any REO Property as described above, to the extent that Liquidation Proceeds (net of related liquidation expenses of such Mortgage Loan or Serviced Loan Combination or related REO Property) exceed the amount that would have been received if a principal payment and all other amounts due with respect to such Mortgage Loan and any related Serviced Companion Loans have been paid in full on the Due Date immediately following the date on which proceeds were received (such excess being “Excess Liquidation Proceeds”), such amount will be deposited in the Excess Liquidation Proceeds Account for distribution as provided in the Pooling and Servicing Agreement.

The Master Servicers or the Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Loan Combination, and/or permit the release of the borrower on or any guarantor of any Mortgage Loan and/or permit any change in the management company or franchise with respect to any Mortgaged Property (each of the foregoing, a “Modification”) without the consent of the Trustee or any Certificateholder (other than, in some cases, the Directing Holder), subject, however, to each of the following limitations, conditions and restrictions:

(i) other than with respect to the waiver of late payment charges or waivers in connection with “due-on-sale” or “due-on-encumbrance” clauses in the Mortgage Loans or Serviced Loan Combinations, as described under the heading “—Enforcement of ‘Due-on-Sale’ and ‘Due-on- Encumbrance’ Clauses” above, neither the Master Servicers nor the Special Servicer may agree

to any modification, waiver or amendment of any term of, or take any of the other above referenced actions with respect to, any Mortgage Loan or Serviced Loan Combination that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the applicable Master Servicer’s or the Special Servicer’s, as applicable, reasonable judgment, would materially impair the security for such Mortgage Loan or Serviced Loan Combination or reduce the likelihood of timely payment of amounts due thereon or materially alter, substitute or increase the security for such Mortgage Loan (other than the alteration or construction of improvements on the related Mortgaged Property) or Serviced Loan Combination or any guarantee or other credit enhancement with respect thereto (other than the substitution of a similar commercially available credit enhancement contract), unless, with respect to a Specially Serviced Mortgage Loan, in the Special Servicer’s judgment, a material default on such Mortgage Loan or Serviced Loan Combination has occurred or a default in respect of payment on such Mortgage Loan or Serviced Loan Combination is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan, as a collective whole, on a present value basis than would liquidation;

(ii) the Special Servicer may not extend the maturity of any Specially Serviced Mortgage Loan or Serviced Loan Combination to a date occurring later than the earlier of (A) two years prior to the Rated Final Distribution Date (or, in the case of an ARD Loan, five years prior to the Rated Final Distribution Date) and (B) if the Specially Serviced Mortgage Loan is secured by a ground lease, the date 20 years prior to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease with the consent of the Directing Holder if the Special Servicer gives due consideration to the remaining term of the ground lease and such extension is in the best interest of Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan (as a collective whole));

(iii) the Special Servicer may agree to or permit any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Loan Combination that is not in default or with respect to which default is not reasonably foreseeable subject to consultation with counsel, and, if the Special Servicer deems it necessary, an opinion of counsel delivered to the Trustee (at the expense of the related borrower or such other person requesting such modification or, if such expense cannot be collected from the related borrower or such other person, to be paid by the Master Servicer as a Servicing Advance) to the effect that the contemplated waiver, modification or amendment (A) would not be a “significant modification” of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (B) will not cause (x) the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to any tax under the REMIC provisions of the Code;

(iv) neither the Master Servicers nor the Special Servicer may permit any borrower to add or substitute any collateral for an outstanding Mortgage Loan or Serviced Loan Combination, which collateral constitutes real property, unless (i) the applicable Master Servicer or the Special Servicer, as applicable, has first determined in its good faith and reasonable judgment, based upon a Phase I environmental assessment (and such additional environmental testing as the applicable Master Servicer or the Special Servicer, as applicable, deems necessary and appropriate), that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations and (ii) such addition and/or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by any rating agency to any Class of Certificates or Companion Loan Securities; and

(v) with limited exceptions, neither the Master Servicers nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan or Serviced Loan Combination;

provided that notwithstanding clauses (i) through (v) above, neither the Master Servicers nor the Special Servicer will be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a borrower if in its reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar.

The Special Servicer will have the right to consent to any Modification with regard to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Mortgage Loan (other than certain non-material Modifications, to which the applicable Master Servicer may agree without consent of any other party), and the Special Servicer will also be required to obtain the consent of the Directing Holder to any such Modification, to the extent described in this prospectus supplement under “—Special Servicing.” The Special Servicer is also required to obtain the consent of the Directing Holder to any Modification with regard to any Specially Serviced Mortgage Loan to the extent described under “—Special Servicing—The Special Servicer” below.

The Special Servicer may, subject to the applicable Servicing Standard and with the consent of the Directing Holder, extend the maturity of any Mortgage Loan or Serviced Loan Combination that is not, at the time of such extension, a Specially Serviced Mortgage Loan, in each case for up to two years (subject to a limit of a total of four years of extensions); provided that a default on a Balloon Payment with respect to the subject Mortgage Loan or Serviced Loan Combination has occurred.

Any modification, extension, waiver or amendment of the payment terms of a Serviced Loan Combination will be required to be structured so as to be consistent with the allocation and payment priorities in the related Mortgage Loan Documents and co-lender agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Mortgage Loan Documents and co-lender agreement.

Furthermore, with respect to the Lincoln Square Loan Combination, the Charles River Plaza North Loan Combination and the Georgian Towers Loan Combination, the rights of the applicable Master Servicer and the Special Servicer to agree to certain Modifications are subject to the prior written consent of the holder of the related B Loan under the co-lender agreement as described under “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination,” “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza North Loan Combination” and “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination”; provided, however, that notwithstanding anything herein to the contrary, the applicable Master Servicer and the Special Servicer will not be required to take any action or refrain from taking any action which violates applicable law, the applicable Servicing Standard, the Pooling and Servicing Agreement, the Mortgage Loan Documents or any related co-lender agreement.

For any performing Mortgage Loan and any performing Serviced Loan Combination, and subject to the rights of the Special Servicer, Directing Holder and holders of the Serviced Companion Loan described above, as applicable, the applicable Master Servicer, without the consent of the Special Servicer, will be responsible for any request by a borrower for the consent or other appropriate action on the part of the lender with respect to:

(a) approving routine leasing activity (subject to certain limitations with respect to subordination and non-disturbance agreements set forth in the Pooling and Servicing Agreement) with respect to any lease for less than the lesser of 30,000 square feet or 30% of the related Mortgaged Property;

(b) approving any waiver affecting the timing of receipt of financial statements from any Borrower; provided that such financial statements are delivered no less than quarterly and within 60 days after the end of the calendar quarter;

(c) approving annual budgets for the related Mortgaged Property; provided that no such budget (i) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) provides for the payment of any material expenses to any affiliate of the Borrower (other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-off Date);

(d) subject to other restrictions herein regarding Principal Prepayments, waiving any provision of a Mortgage Loan requiring a specified number of days notice prior to a Principal Prepayment;

(e) approving modifications, consents or waivers (other than those specifically prohibited under this “—Modifications” section) in connection with a defeasance permitted by the terms of the related Mortgage Loan or Loan Combination if the applicable Master Servicer receives an opinion of counsel (which opinion of counsel will be an expense of the Borrower) to the effect that such modification, waiver or consent would not cause either REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC provisions of the Code;

(f) approving consents with respect to non-material right-of-ways and non-material easements and consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such non-material rights-of-way or easements;

(g) granting waivers of minor covenant defaults (other than financial covenants);

(h) release of reserves up to $5,000 and termination or reduction of letters of credit and reserves up to $5,000;

(i) approving a change of the property manager at the request of the related borrower so long as (i) the successor property manager is not affiliated with the borrower and is a nationally or regionally recognized manager of similar properties, and (ii) the subject Mortgage Loan does not have an outstanding principal balance in excess of the lesser of $5,000,000 or 2% of the then aggregate principal balance of the Mortgage Loans;

(j) subject to the satisfaction of any conditions precedent set forth in the related Mortgage Loan Documents, approving disbursements of any earnout or holdback amounts in accordance with the related Mortgage Loan Documents with respect to certain Mortgage Loans other than those Mortgage Loans identified in the Pooling and Servicing Agreement; and

(k) any non-material modifications, waivers or amendments not provided for in clauses (a) through (j) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Mortgage Loan.

See also “—Special Servicing—The Special Servicer” below for a description of the Directing Holder’s rights with respect to reviewing and approving the Asset Status Report.

Any holder of Certificates representing greater than 50% of the Percentage Interest of the then Controlling Class, and, if such holder does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the Capmark Master Servicer, and, if the Capmark Master Servicer does not exercise its option, the Wachovia Master Servicer, will have the option to purchase all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust, and thereby effect termination of the Trust and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1% of the aggregate principal balance of such Mortgage Loans as of the Cut-off Date. Any such party may be an affiliate of the Sponsors, Depositor, Issuing Entity or other related party at the time it exercises such right. The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to the greater of (i) the sum of (A) 100% of the outstanding principal balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of principal); (B) the fair market value of all other property included in the Trust as of the last day of the month preceding such Distribution Date, as determined by an independent appraiser as of a date not more than 30 days prior to the last day of the

month preceding such Distribution Date; (C) all unpaid interest accrued on the outstanding principal balance of each Mortgage Loan (including any Mortgage Loans as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate (plus the Excess Rate, to the extent applicable) to the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of interest); (D) unreimbursed Advances (with interest thereon), unpaid Servicing Fees and Trustee/Certificate Administrator Fees and unpaid Trust expenses; and (E) any termination payments due under a Swap Agreement; and (ii) the aggregate fair market value of the Mortgage Loans and all other property acquired in respect of any Mortgage Loan in the Trust, on the last day of the month preceding such Distribution Date, as determined by an independent appraiser acceptable to the Master Servicers, together with one month’s interest thereon at the Mortgage Rate. The Trust may also be terminated in connection with an exchange by a sole remaining Certificateholder of all the then outstanding Certificates (excluding the Class T, Class R and Class LR Certificates), including the Class XP, Class XS and Class XW Certificates (provided, however, that the Class A-1 through Class C Certificates are no longer outstanding and that the sole remaining Certificateholder compensates the Certificate Administrator for the amount of investment income the Certificate Administrator would have earned if the outstanding Certificate Balance of the then outstanding Certificates were on deposit with the Certificate Administrator one business day prior to the date of the exchange), for the Mortgage Loans remaining in the Trust. Following such termination, no further amount shall be payable on the Certificates, regardless of whether any recoveries are received on the REO Properties.

Notice of any such termination is required to be given promptly by the Trustee by letter to the Certificateholders with a copy to the Master Servicers, the Certificate Administrator and each rating agency at their addresses shown in the Certificate Registrar as soon as practicable after the Trustee shall have received, given or been deemed to have received a Notice of Termination but in any event not more than 30 days, and not less than ten days, prior to the anticipated termination date. With respect to any book-entry Certificates, such notice will be mailed to DTC and beneficial owners of Certificates will be notified to the extent provided in the procedures of DTC and its participants.

Pursuant to the Pooling and Servicing Agreement, each Master Servicer will be entitled to withdraw the Master Servicing Fee for the Mortgage Loans that it is servicing from the Collection Account. The “Master Servicing Fee” will be payable monthly and will accrue at a rate per annum (the “Master Servicing Fee Rate”) that is a component of the Servicing Fee Rate. The “Servicing Fee” will be payable monthly on a loan-by-loan basis and will accrue at a percentage rate per annum (the “Servicing Fee Rate”) set forth on Annex A-1 to this prospectus supplement (under the heading “Administrative Fee Rate”) for each Mortgage Loan and will include the Master Servicing Fee, the Trustee/Certificate Administrator Fee and any fee for primary servicing functions (which varies with each Mortgage Loan) including the amounts paid to the applicable Servicer. The Master Servicing Fee will be retained by each Master Servicer from payments and collections (including insurance proceeds, condemnation proceeds and liquidation proceeds) in respect of each Mortgage Loan. Such Master Servicer will also be entitled to retain as additional servicing compensation (together with the Master Servicing Fee, “Servicing Compensation”) (i) all investment income earned on amounts on deposit in the Collection Account with respect to the Mortgage Loans that it is servicing (and with respect to each Serviced Loan Combination, the related separate custodial account) and certain Reserve Accounts (to the extent consistent with the related Mortgage Loan Documents); (ii) to the extent permitted by applicable law and the related Mortgage Loans Documents, 100% of any loan modification and extension fees with respect to non-Specially Serviced Loans and Serviced Companion Loans (50% where the consent of the Special Servicer is required), 100% of any defeasance fees with respect to non-Specially Serviced Loans and Serviced Companion Loans, 50% of assumption fees with respect to non-Specially Serviced Mortgage Loans and Serviced Companion Loans, 50% of assumption application fees on non-Specially Serviced Mortgage Loans, 100% of loan service transaction fees, beneficiary statement charges, or similar items (but not including Prepayment Premiums or Yield Maintenance Charges); (iii) Net Prepayment Interest Excess, if any; and (iv) Net Default Interest and any late payment fees that accrued during a Collection Period on any non-Specially Serviced Mortgage Loan to the extent collected by the Trust and remaining after application thereof to reimburse interest on Advances with respect to such Mortgage Loan and to reimburse the Trust for certain expenses of the Trust relating to such Mortgage Loan; provided,

however, that with respect to the Lincoln Square Loan Combination, the Charles River Plaza North Loan Combination and the Georgian Towers Loan Combination, in the case of a monetary or material non-monetary event of default, the related Net Default Interest shall be allocated first, pari passu, to the holders of the related Mortgage Loan and the related Pari Passu Companion Loan and then to the holder of the related B Loan (after netting out interest on Advances and certain other Trust expenses) in accordance with the related co-lender agreement and the Pooling and Servicing Agreement. In addition, provided that the relevant Non-Serviced Mortgage Loan is not in special servicing, the applicable Master Servicer will be entitled to any net default interest and any late payment fees collected by the servicer servicing the relevant Non-Serviced Mortgage Loan that are allocated to the relevant Non-Serviced Mortgage Loan (in accordance with the related co-lender agreement and the related pooling and servicing agreement) during a collection period remaining after application thereof to reimburse interest on P&I Advances and to reimburse the Trust for certain expenses of the Trust, if applicable, as provided in the Pooling and Servicing Agreement. The Master Servicers will not be entitled to the amounts specified in clauses (ii) and (iii) of this paragraph with respect to the Non-Serviced Mortgage Loans. If a Mortgage Loan is a Specially Serviced Mortgage Loan, the Special Servicer will be entitled to the full amount of any modification, extension or assumption fees, as described below under “—Special Servicing.” The primary servicing fee, Master Servicing Fee and the Trustee/Certificate Administrator Fee will accrue on the same basis as interest accrues on the Mortgage Loans, with respect to the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan and the Georgian Towers Loan, the servicing fee of the COMM 2007-C9 Master Servicer will accrue on the same basis as interest accrues on the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination, as applicable, and with respect to the Charles River Plaza North Loan, the servicing fee of the COBALT CMBS 2007-C3 Master Servicer will accrue on the same basis as interest accrues on the Charles River Plaza North Loan Combination.

If a Master Servicer resigns or is terminated as a master servicer, then it will be entitled to retain the related excess servicing strip, except to the extent that any portion of such excess servicing strip is needed to compensate any replacement master servicer for assuming the duties of the applicable Master Servicer, as a master servicer under the pooling and servicing agreement. In the event that a master servicer resigns or is terminated as a primary servicer, it will be entitled to retain its primary servicing fee with respect to those underlying mortgage loans for which it is primary servicer, except to the extent that any such portion of such primary servicing fee is needed to compensate any replacement primary servicer for assuming the duties of such master servicer as a primary servicer under the pooling and servicing agreement. Each initial master servicer will be entitled to transfer any such excess servicing strip and/or primary servicing fees that may be retained by it in connection with its resignation or termination.

In connection with any Master Servicer Prepayment Interest Shortfall, the applicable Master Servicer will be obligated to reduce its Servicing Compensation as provided in this prospectus supplement under “Description of the Offered Certificates—Prepayment Interest Shortfalls.”

Each Master Servicer will pay all of its overhead expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement to the extent and as described in the Pooling and Servicing Agreement). The Certificate Administrator will withdraw monthly from the Distribution Account the portion of the Servicing Fee payable to the Trustee and the Certificate Administrator.

The Special Servicer. For a description of the Special Servicer, see “Transaction Parties —The Special Servicer” in this prospectus supplement.

The Directing Holder. The Directing Holder may at any time with or without cause terminate substantially all of the rights and duties of the Special Servicer and appoint a replacement to perform such duties under substantially the same terms and conditions as applicable to the Special Servicer; provided that in the event that the Directing Holder is not the Controlling Class Representative,

such Directing Holder may only terminate and appoint a replacement Special Servicer with respect to the applicable Serviced Loan Combination. The Directing Holder will designate a replacement to so serve by the delivery to the Trustee and the Certificate Administrator of a written notice stating such designation. The Certificate Administrator will be required to notify the rating agencies promptly after receiving any such notice. The designated replacement will become the replacement Special Servicer as of the date the Certificate Administrator has received: (i) written confirmation from each rating agency stating that if the designated replacement were to serve as Special Servicer under the Pooling and Servicing Agreement, none of the then-current ratings of any of the outstanding Classes of the Certificates or Companies Loan Securities, as applicable, would be qualified, downgraded or withdrawn as a result thereof; (ii) a written acceptance of all obligations of such replacement Special Servicer, executed by the designated replacement; and (iii) an opinion of counsel to the effect that the designation of such replacement to serve as Special Servicer is in compliance with the Pooling and Servicing Agreement, that the designated replacement will be bound by the terms of the Pooling and Servicing Agreement and that the Pooling and Servicing Agreement will be enforceable against such designated replacement in accordance with its terms. The existing Special Servicer will be deemed to have resigned from its duties under the Pooling and Servicing Agreement in respect of Specially Serviced Mortgage Loans and REO Properties simultaneously with such designated replacement’s becoming the Special Servicer under the Pooling and Servicing Agreement. Any replacement Special Servicer may be similarly so replaced by the Directing Holder.

The Directing Holder will have no liability whatsoever to the Trust Fund or any Certificateholder (except that if the Directing Holder is the Controlling Class Representative, other than to a Controlling Class Certificateholder and will have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that, with respect to Controlling Class Certificateholders, the Controlling Class Representative will not be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties). By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Directing Holder may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates or one or more Companion Loan or B Loan holders over Certificateholders or other holders of the related Loan Combination, and that the Directing Holder may have special relationships and interests that conflict with those of holders of some Classes of the Certificates or other holders of the related Loan Combination, that the Directing Holder may act solely in its own interest (and if the Directing Holder is the Controlling Class Representative, the interests of the holders of the Controlling Class), that the Directing Holder does not have any duties to the holders of any Class of Certificates or other holders of the related Loan Combination (and if the Directing Holder is the Controlling Class Representative, other than the Controlling Class), that the Directing Holder that is not the Controlling Class Representative may take actions that favor its own interest over the interests of Certificateholders or other holders of the related Loan Combination (and if the Directing Holder is the Controlling Class Representative, such Directing Holder may favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other Classes of Certificates), that the Directing Holder that is not the Controlling Class Representative, absent willful misfeasance, bad faith or negligence, will not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in its own interests (and if the Directing Holder is the Controlling Class Representative, in the interests of the holders of the Controlling Class), and that the Directing Holder will have no liability whatsoever for having so acted, and no Certificateholder or Companion Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal thereof for having so acted.

The “Controlling Class” will be, as of any date of determination, the Class of Sequential Pay Certificates with the latest alphabetical Class designation that has a then aggregate Certificate Balance at least equal to 25% of the initial aggregate Certificate Balance of such Class of Sequential Pay Certificates as of the Closing Date. As of the Closing Date, the Controlling Class will be the Class S Certificates. For purposes of determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates collectively will be treated as one Class.

The “Controlling Class Representative” will be the representative selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as certified by the Certificate Administrator from time to time; provided, however, that (i) absent such selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class will be the Controlling Class Representative.

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as certified to the Certificate Administrator from time to time by such holder (or Certificate Owner).

Servicing Transfer Event. The duties of the Special Servicer relate to Specially Serviced Mortgage Loans and to any REO Property. The Pooling and Servicing Agreement will define a “Specially Serviced Mortgage Loan” to include any Mortgage Loan

and any Serviced Loan Combination with respect to which: (i) either (x) with respect to any Mortgage Loan or Serviced Loan Combination other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan or Serviced Loan Combination at its maturity date or, if the maturity date of such Mortgage has been extended in accordance with the Pooling and Servicing Agreement, a payment default occurs on such Mortgage Loan or Serviced Loan Combination at its extended maturity date or (y) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the applicable Master Servicer, who shall promptly deliver a copy to the Special Servicer and the Controlling Class Representative within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination and (D) the Controlling Class Representative consents, a Servicing Transfer Event will not occur until 60 days beyond the related maturity date; and provided, further, if the related borrower has delivered to the applicable Master Servicer, who shall have promptly delivered a copy to the Special Servicer and the Controlling Class Representative, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer and the Controlling Class Representative, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (ii) any Monthly Payment (other than a Balloon Payment) is 60 days or more delinquent; (iii) the date upon which the applicable Master Servicer or the Special Servicer (with the Controlling Class Representative’s consent, in the case of a determination by the Special Servicer) determines that a payment default or any other default under the applicable Mortgage Loan Documents that (with respect to such other default) would materially impair the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Loan Combination or otherwise would materially adversely affect the interests of Certificateholders and would continue unremedied beyond the applicable grace period under the terms of the Mortgage Loan or Serviced Loan Combination (or, if no grace period is specified, for 60 days, and provided that a default that would give rise to an acceleration right without any grace period will be deemed to have a grace period equal to zero) is imminent and is not likely to be cured by the related borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a Balloon Payment, for at least 30 days; (iv) the date upon which the related borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, provided that if such decree or order has been dismissed, discharged or stayed within 60 days thereafter, the Mortgage Loan or Serviced Loan Combination will no longer be a Specially Serviced Mortgage Loan and no Special Servicing Fees will be payable with respect thereto; (v) the date on which the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower of or relating to all or substantially all of its property; (vi) the date on which the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (vii) a default, of which the applicable Master Servicer or the Special Servicer has notice (other than a failure by such related borrower to pay principal or interest) and that in the opinion of such Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents for such Mortgage Loan or Serviced Loan Combination (or if no grace period is specified for those defaults which are capable of cure, 60 days); or (viii) the date on which the applicable Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property (each, a “Servicing Transfer Event”); provided, however, that a Mortgage Loan or Serviced Loan Combination will cease to be a Specially Serviced Mortgage Loan (each, a “Corrected Mortgage Loan”) (A) with respect to the circumstances described in clauses (i) and (ii), above, when the borrower thereunder has brought the Mortgage

Loan or Serviced Loan Combination current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Mortgage Loan or the Serviced Loan Combination, (B) with respect to the circumstances described in clause (iii), (iv), (v), (vi) and (viii) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer or (C) with respect to the circumstances described in clause (vii) above, when such default is cured; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Mortgage Loan or Serviced Loan Combination to continue to be characterized as a Specially Serviced Mortgage Loan.

If a Servicing Transfer Event under the COMM 2007-C9 Pooling and Servicing Agreement exists with respect to a Companion Loan related to the USFS Industrial Distribution Portfolio loan, the 85 Tenth Avenue loan or the Georgian Towers loan, then it will also be deemed to exist with respect to the applicable Mortgage Loan. If a Servicing Transfer Event under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement exists with respect to a Companion Loan related to the Charles River Plaza North loan, then it will also be deemed to exist with respect to the Charles River Plaza North loan. The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together. If any Mortgage Loan in a group of cross-collateralized Mortgage Loans becomes a Specially Serviced Loan, subject to approval by the Controlling Class Representative, each other Mortgage Loan in such group of cross-collateralized Mortgage Loans shall also become a Specially Serviced Loan.

A Servicing Transfer Event with respect to the Lincoln Square Loan, the Charles River Plaza North Loan or the Georgian Towers Loan will generally be delayed if a holder of the related B Loan is making all cure payments required by the related co-lender agreement, Pooling and Servicing Agreement, COMM 2007-C9 Pooling and Servicing Agreement or COBALT CMBS 2007-C3 Pooling and Servicing Agreement, as applicable. See “Description of the Mortgage Pool—Split Loan Structures—The Lincoln Square Loan Combination—Cure Rights,” “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza Loan Combination—Cure Rights” and “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination—Cure Rights” in this prospectus supplement.

If a Servicing Transfer Event exists with respect to the Mortgage Loan included in a Serviced Loan Combination, then it will also be deemed to exist with respect to the related Serviced Companion Loan. The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together. If any Mortgage Loan in a group of cross-collateralized Mortgage Loans becomes a Specially Serviced Loan, subject to approval by the Controlling Class Representative, each other Mortgage Loan in such group of cross-collateralized Mortgage Loans shall also become a Specially Serviced Loan.

Asset Status Report. The Special Servicer will prepare a report (the “Asset Status Report”) for each Mortgage Loan and each Serviced Loan Combination that becomes a Specially Serviced Mortgage Loan not later than 30 days after the servicing of such Mortgage Loan or such Serviced Loan Combination is transferred to the Special Servicer. Each Asset Status Report will be delivered to the Master Servicers, the Controlling Class Representative and the rating agencies and in the case of each Serviced Loan Combination, the holder of the related Serviced Companion Loan. If the Controlling Class Representative does not disapprove an Asset Status Report within 10 business days, the Special Servicer will implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any actions that are contrary to applicable law or the terms of the applicable Mortgage Loan Documents. The Controlling Class Representative may object to any Asset Status Report within 10 business days of receipt; provided, however, that the Special Servicer will be required to implement the recommended action as outlined in the Asset Status Report if it makes a determination in accordance with the applicable Servicing Standard that the objection is not in the best interests of the Certificateholders (and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, as a collective whole). If the Controlling Class Representative disapproves such Asset Status Report and the Special Servicer has not made the affirmative determination described above, the Special Servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 business days after such disapproval. In any event, if the Controlling Class Representative does not approve an Asset Status Report within 60 business days from the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report and in compliance

with the applicable Servicing Standard. The Special Servicer will revise such Asset Status Report until the Controlling Class Representative fails to disapprove such revised Asset Status Report as described above or until the Special Servicer makes a determination, consistent with the applicable Servicing Standard, that such objection is not in the best interests of all the Certificateholders and the holder of the Serviced Companion Loan, if applicable. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Controlling Class Representative may have. Notwithstanding the foregoing, with respect to any Serviced Loan Combination, the Directing Holder shall be entitled to a comparable Asset Status Report, but the procedure and timing for approval by the Directing Holder of the related Asset Status Report will be governed by the terms of the related co-lender agreement and the Pooling and Servicing Agreement.

Certain Rights of the Controlling Class Representative. In addition to its rights and obligations with respect to Specially Serviced Mortgage Loans, the Special Servicer has the right to approve certain modifications, whether or not the applicable Mortgage Loan or Serviced Loan Combination is a Specially Serviced Mortgage Loan, to the extent described above under “—Modifications” and to approve any waivers of due-on-sale or due-on-encumbrance clauses as described above under “—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” clauses, whether or not the applicable Mortgage Loan or the Serviced Loan Combination is a Specially Serviced Mortgage Loan. With respect to non-Specially Serviced Mortgage Loans, the applicable Master Servicer must notify the Special Servicer of any request for approval (a “Request for Approval”) received relating to the Special Servicer’s above-referenced approval rights and forward to the Special Servicer its written recommendation and analysis (other than with respect to requests for assumptions and waivers of due-on-sale and due-on-encumbrance clauses, such requests being processed directly by the Special Servicer) and any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents are in such Master Servicer’s possession). The Special Servicer will have 10 business days (from the date that the Special Servicer receives the information it requested from the applicable Master Servicer) to analyze and make a recommendation with respect to a Request for Approval with respect to a non-Specially Serviced Mortgage Loan and, prior to the end of such 10 business day period, is required to notify the Controlling Class Representative of such Request for Approval and its recommendation with respect thereto. Following such notice, the Controlling Class Representative will have 5 business days from the date it receives the Special Servicer recommendation and any other information it may reasonably request to approve any recommendation of the Special Servicer relating to any Request for Approval. Generally, if the Controlling Class Representative does not respond to a Request for Approval by 5 p.m. on the 5th business day after such request, the Special Servicer or the related Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative. If there is no response from the Special Servicer within 15 Business Days, then the Special Servicer will be deemed to approve the Request for Approval. With respect to a Specially Serviced Mortgage Loan, the Special Servicer must notify the Controlling Class Representative of any Request for Approval received relating to the Controlling Class Representative’s above-referenced approval rights and its recommendation with respect thereto. The Controlling Class Representative will have 10 business days to approve any recommendation of the Special Servicer relating to any such Request for Approval. Generally, if the Controlling Class Representative does not respond to any such Request for Approval by 5 p.m. on the 10th business day after such request, the Special Servicer may deem its recommendation approved by the Controlling Class Representative. Notwithstanding the foregoing, with respect to any Serviced Loan Combination, the Directing Holder shall be entitled to a comparable Request for Approval, but the procedure and timing for approval by the Directing Holder of the related Request for Approval will be governed by the terms of the related co-lender agreement and the Pooling and Servicing Agreement.

The Controlling Class may have conflicts of interest with other Classes of Certificates or with the Trust. The Controlling Class Representative has no duty to act in the interests of any Class other than the Controlling Class.

Neither the Master Servicers nor the Special Servicer will be required to take or refrain from taking any action pursuant to instructions from the Controlling Class Representative that would cause it to violate applicable law, the terms of any Mortgage Loan, the Pooling and Servicing Agreement, including the applicable Servicing Standard, or the REMIC provisions of the Code or that would (i) expose a Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the

Certificate Administrator or their respective affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of a Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause a Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders. In addition, if a Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (and any holder of a related Companion Loan), as a collective whole, it may take such action without waiting for a response from the Controlling Class Representative or Directing Holder.

The Master Servicers and the Special Servicer, as applicable, will be required to discuss with the Controlling Class Representative, on a monthly basis, the performance of any Mortgage Loan or Serviced Loan Combination that (i) is a Specially Serviced Mortgage Loan, (ii) is delinquent, (iii) has been placed on a “Watch List” or (iv) has been identified by the Master Servicers or Special Servicer as exhibiting deteriorating performance.

With respect to the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan or the Georgian Towers Loan, any decision to be made with respect to the applicable Loan Combination that requires the approval of the directing certificateholder under the COMM 2007-C9 Pooling and Servicing Agreement (other than removal of the COMM 2007-C9 Special Servicer) will require the approval of the COMM 2007-C9 Directing Holder. With respect to the Charles River Plaza North loan, any decision to be made with respect to the Charles River Plaza North Loan Combination that requires the approval of the directing certificateholder under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement will require the approval of the COBALT CMBS 2007-C3 Directing Holder.

Special Servicing Compensation. Pursuant to the Pooling and Servicing Agreement, the Special Servicer will be entitled to certain fees including a special servicing fee, payable with respect to each Collection Period, equal to 0.25% per annum of the Stated Principal Balance of each related Specially Serviced Mortgage Loan and REO Loan (the “Special Servicing Fee”). The COMM 2007-C9 Special Servicer will accrue a comparable special servicing fee with respect to each of the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination under the COMM 2007-C9 Pooling and Servicing Agreement. The COBALT CMBS 2007-C3 Special Servicer will accrue a comparable special servicing fee with respect to the Charles River Plaza North Loan Combination under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement.

The Special Servicer will not be entitled to retain any portion of the Excess Interest paid on the ARD Loans.

A “Workout Fee” will in general be payable to the Special Servicer with respect to each Mortgage Loan or Serviced Loan Combination that ceases to be a Specially Serviced Mortgage Loan pursuant to the definition thereof. As to each such Mortgage Loan or Serviced Loan Combination, the Workout Fee will be payable out of, and will be calculated by application of, a “Workout Fee Rate” of 1.00% to each collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Loan Combination, for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Loan Combination again ceases to be a Specially Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it will retain the right to receive any and all Workout Fees payable with respect to each Mortgage Loan or Serviced Loan Combination that ceases to be a Specially Serviced Mortgage Loan during the period that it had responsibility for servicing such Specially Serviced Mortgage Loan and that had ceased being a Specially Serviced Mortgage Loan (or for any Specially Serviced Mortgage Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer will not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in

accordance with the preceding sentence. The COMM 2007-C9 Special Servicer will accrue a comparable workout fee with respect to each of the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination under the COMM 2007-C9 Pooling and Servicing Agreement. The COBALT CMBS 2007-C3 Special Servicer will accrue a comparable workout fee with respect to the Charles River Plaza North Loan Combination under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement.

A “Liquidation Fee” will be payable to the Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Loan or Mortgage Loan repurchased by a Mortgage Loan Seller outside of the applicable cure period, in each case, as to which the Special Servicer obtains a full, partial or discounted payoff from the related borrower or Mortgage Loan Seller, as applicable, and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer recovered any proceeds (“Liquidation Proceeds”). As to each such Specially Serviced Mortgage Loan and REO Property or Mortgage Loan repurchased by a Mortgage Loan Seller outside of the applicable cure period, the Liquidation Fee will be payable from, and will be calculated by application of, a “Liquidation Fee Rate” of 1.00% to the related payment or proceeds. The COMM 2007-C9 Special Servicer will accrue a comparable liquidation fee with respect to each of the USFS Industrial Distribution Portfolio Loan Combination, the 85 Tenth Avenue Loan Combination and the Georgian Towers Loan Combination, under the COMM 2007-C9 Pooling and Servicing Agreement. The COBALT CMBS 2007-C3 Special Servicer will accrue a comparable liquidation fee with respect to the Charles River Plaza North Loan Combination, under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with:

If, however, Liquidation Proceeds are received with respect to any Specially Serviced Mortgage Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest. The Special Servicer, however, will only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or Specially Serviced Mortgage Loan.

If the Special Servicer resigns or is terminated, and prior or subsequent to such resignation or termination, an action plan that was submitted by the Special Servicer regarding the liquidation of a Specially Serviced Mortgage Loan is approved or deemed to be approved by the Directing Holder, the Special Servicer will be entitled to receive the related Liquidation Fee notwithstanding any resignation or termination, and the successor special servicer will not be entitled to any portion of it.

The COMM 2007-C9 Special Servicer will be entitled to comparable fees with respect to each of the USFS Industrial Distribution Portfolio Loan, the 85 Tenth Avenue Loan and the Georgian Towers Loan. The COBALT CMBS 2007-C3 Special Servicer will be entitled to comparable fees with respect to the Charles River Plaza North Loan.

Pursuant to the terms of the related co-lender agreement, all of the mortgage loans comprising the USFS Industrial Distribution Portfolio Loan Combination are being serviced under the provisions of the COMM 2007-C9 Pooling and Servicing Agreement, which are similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard,

The Controlling Class Representative will not have any rights with respect to the servicing and administration of the USFS Industrial Distribution Portfolio loan under the COMM 2007-C9 Pooling and Servicing Agreement except as set forth under “Description of the Mortgage Pool—Split Loan Structures—The USFS Industrial Distribution Portfolio Loan Combination” in this prospectus supplement.

Pursuant to the terms of the related co-lender agreement, all of the mortgage loans comprising the 85 Tenth Avenue Loan Combination are being serviced under the provisions of the COMM 2007-C9 Pooling and Servicing Agreement, which are similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard,

The Controlling Class Representative will not have any rights with respect to the servicing and administration of the 85 Tenth Avenue loan under the COMM 2007-C9 Pooling and Servicing Agreement except as set forth under “Description of the Mortgage Pool—Split Loan Structures—The 85 Tenth Avenue Loan Combination” in this prospectus supplement.

Pursuant to the terms of the related co-lender agreement, all of the mortgage loans comprising the Georgian Towers Loan Combination are being serviced under the provisions of the COMM 2007-C9 Pooling and Servicing Agreement, which are similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard,

The Controlling Class Representative will not have any rights with respect to the servicing and administration of the Georgian Towers loan under the COMM 2007-C9 Pooling and Servicing Agreement except as set forth under “Description of the Mortgage Pool—Split Loan Structures—The Georgian Towers Loan Combination” in this prospectus supplement.

Pursuant to the terms of the related co-lender agreement, all of the mortgage loans comprising the Charles River Plaza North Loan Combination are being serviced under the provisions of the COBALT CMBS 2007-C3 Pooling and Servicing Agreement, which are similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard,

The Controlling Class Representative will not have any rights with respect to the servicing and administration of the Charles River Plaza North loan under the COBALT CMBS 2007-C3 Pooling and Servicing Agreement except as set forth under “Description of the Mortgage Pool—Split Loan Structures—The Charles River Plaza North Loan Combination” in this prospectus supplement.

The Master Servicers and the Special Servicer are permitted to purchase any Class of Certificates. Such a purchase by the Master Servicers or Special Servicer could cause a conflict relating to the Master Servicers’ or Special Servicer’s duties pursuant to the Pooling and Servicing Agreement and the Master Servicers’ or Special Servicer’s interest as a holder of Certificates, especially to the extent that certain actions or events have a disproportionate effect on one or more Classes of Certificates. The Pooling and Servicing Agreement provides that each Master Servicer or the Special Servicer will administer the Mortgage Loans or Serviced Loan Combinations in accordance with the applicable Servicing Standard, without regard to ownership of any Certificate by such Master Servicer or the Special Servicer or any affiliate thereof.

On each Distribution Date, the Certificate Administrator will be required to make available to the general public (including each Certificateholder, the Depositor, the Master Servicers, the Special Servicer, each Underwriter, each rating agency and any potential

investors in the Certificates) a statement (a “Distribution Date Statement”) based upon information provided by the Master Servicers and Special Servicer (and in certain cases only to the extent received from a Master Servicer or Special Servicer, as applicable) and delivered to the Certificate Administrator, in accordance with Commercial Mortgage Securities Association (“CMSA”) guidelines as of the Closing Date setting forth, among other things:

(a) the Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;

(b) the amount of the distribution on the Distribution Date to the holders of each Class of Regular Certificates (other than the Class AM-FL, Class AJ-FL, Class XP, Class XS and Class XW Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest in reduction of the Certificate Balance of the Certificates;

(c) the amount of the distribution on the Distribution Date to the holders of each Class of Regular Certificates (other than the Class AM-FL and Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest allocable to Interest Accrual Amount and Interest Shortfalls;

(d) the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);

(e) the aggregate amount of compensation paid to the Trustee, the Certificate Administrator and servicing compensation paid to the Master Servicers and the Special Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;

(f) the aggregate amount of any payments made to or by the related Swap Counterparty with respect to the Class AM-FL and Class AJ-FL Certificates, as applicable;

(g) the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding immediately before and immediately after the Distribution Date;

(h) the number (as of the related and the next preceding Determination Date), and the aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate (and interest rates by distributional groups or ranges) of the Mortgage Loans as of the related Determination Date;

(i) the number and aggregate Stated Principal Balance of the Mortgage Loans or Serviced Loan Combinations (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) that are specially serviced but that are not delinquent, or (E) current, but not specially serviced, as to which foreclosure proceedings have been commenced, but not REO Property;

(j) the Available Funds for the Distribution Date, and any other cash flows received on the mortgage loans and applied to pay fees and expenses (including the components of the Available Funds, or such other cash flows);

(k) the amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest allocable to Prepayment Premiums Yield Maintenance Charges;

(l) the accrued Interest Accrual Amount in respect of each Class of Regular Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest for such Distribution Date;

(m) the Pass-Through Rate for each Class of Regular Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest for the Distribution Date and the next succeeding Distribution Date;

(o) the Certificate Balance or Notional Balance, as the case may be, of each Class of Regular Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of any Realized Loss on the Distribution Date;

(p) the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance, and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest immediately following the Distribution Date;

(q) the amount of any Appraisal Reduction Amounts allocated during the related Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;

(r) the number and related principal balances of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the Collection Period or that have cumulatively become material over time);

(s) the amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates, the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest as of the Distribution Date;

(t) a loan-by-loan listing of each Mortgage Loan which was the subject of a principal prepayment (other than liquidation proceeds and insurance proceeds) during the related Collection Period and the amount of principal prepayment occurring, together with the aggregate amount of principal prepayments made during the related Collection Period;

(u) a loan-by-loan listing of any Mortgage Loan which was defeased since the previous Determination Date;

(v) the amount of the distribution to the holders of each Class of Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest on the Distribution Date attributable to reimbursement of Realized Losses;

(w) as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date;

(x) the amount on deposit in certain accounts established and maintained by the Certificate Administrator, pursuant to the Pooling and Servicing Agreement after giving effect to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);

(y) the current credit support levels for each Class of Sequential Pay Certificates (other than the Class AM-FL and the Class AJ-FL Certificates), the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest;

(aa) with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month, the city, state, property type, and the current Stated Principal Balance;

(bb) the value of any REO Property included in the Trust Fund as of the related Determination Date, on a loan-by-loan basis, based on the most recent appraisal or valuation;

(cc) with respect to any REO Property sold or otherwise disposed of during the related Collection Period and for which a final recovery determination has been made, (A) the Realized Loss attributable to such Mortgage Loan, (B) the amount of sale proceeds and other amounts, if any, received in respect of such REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date, (C) the date of the final recovery determination and (D) the balance of the Excess Liquidations Proceeds Account for such Distribution Date;

(dd) the amount of the distribution on the Distribution Date to the holders of the Class T and Residual Certificates;

(ee) the amount of any (A) payment by the related Swap Counterparty as a termination payment, (B) payment in connection with the acquisition of a replacement interest rate swap agreement and (C) collateral posted in connection with any rating agency trigger event;

(ff) material breaches of any covenants under the Pooling and Servicing Agreement of which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer has received written notice; and

(gg) such other information and in such form as will be specified in the Pooling and Servicing Agreement.

Certain information regarding the Mortgage Loans will be made accessible at the website maintained by the Certificate Administrator initially located at https://www.tss.sfs.db.com/investpublic/, and assistance in using the website can be obtained by calling the Certificate Administrator’s investor relations desk at 1-800-735-7777. In addition, the Certificate Administrator will make available on such website any reports on Forms 10-D, 10-K and 8-K prepared by the Certificate Administrator that have been filed with respect to the Trust through the EDGAR system.

In addition, the Certificate Administrator may make certain other information and reports (including the collection of reports specified by the CMSA (or any successor organization reasonably acceptable to the Certificate Administrator and the Master Servicers) known as the “CMSA Investor Reporting Package”) related to the mortgage loans available, to the extent that the Certificate Administrator receives relevant information and loan-related reports from the applicable Master Servicer, and direction from the Depositor, or is otherwise directed to do so under the Pooling and Servicing Agreement. The Certificate Administrator will not make any representations or warranties as to the accuracy or completeness of any information provided by it and may disclaim responsibility for the Certificate Administrator’s website. The Certificate Administrator may require registration and acceptance of a disclaimer. Neither the Certificate Administrator nor the Master Servicers will be liable for the dissemination of information made in accordance with the Pooling and Servicing Agreement.

Each Master Servicer is required to deliver to the Certificate Administrator prior to each Distribution Date (commencing on the fourth Distribution Date), and the Certificate Administrator is to make available to each Certificateholder, each holder of a Serviced Companion Loan, the Depositor, each Underwriter, each rating agency, the Special Servicer, the Controlling Class Representative and, if requested, any potential investor in the Certificates, on each Distribution Date, certain reports and data files that are part of the CMSA Investor Reporting Package.

Subject to the receipt of necessary information from any subservicer, reports will be made available electronically in the form of the standard CMSA Reports; provided, however, the Certificate Administrator will provide Certificateholders (at the expense of such Certificateholders) with a written copy of such report upon request. The information that pertains to Specially Serviced Mortgage Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered by the Special Servicer to the

applicable Master Servicer no later than four business days prior to the related Master Servicer Remittance Date. Absent manifest error, none of the Master Servicers, the Special Servicer, the Certificate Administrator or the Trustee will be responsible for the accuracy or completeness of any information supplied to it by a borrower or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicers, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.

The Trustee, the Certificate Administrator, the Master Servicers and the Special Servicer will be indemnified by the Trust against any loss, liability or expense incurred in connection with any claim or legal action relating to any statement or omission based upon information supplied by a borrower or third party under a Mortgage Loan or Serviced Loan Combination and reasonably relied upon by such party.

Each Master Servicer is also required to deliver periodically to the Certificate Administrator and the rating agencies the following materials, of which the CMSA Operation Statement Analysis Report and CMSA NOI Adjustment Worksheet shall be delivered in electronic format and any items relating thereto may be delivered in electronic or paper format:

(a) Annually, on or before June 30 of each year, commencing in June 2008, with respect to each Mortgaged Property and REO Property, a “CMSA Operating Statement Analysis Report” together with copies of the related operating statements and rent rolls (but only if the related borrower is required by the Mortgage to deliver, or has otherwise agreed to provide such information) for such Mortgaged Property or REO Property for the preceding calendar year-end, if available. The Master Servicers (or the Special Servicer in the case of Specially Serviced Mortgage Loans and REO Properties) is required to use its reasonable efforts to obtain annual and other periodic operating statements and related rent rolls and promptly update the Operating Statement Analysis Report.

(b) Within 60 days of receipt by the applicable Master Servicer (or within 45 days of receipt by the Special Servicer with respect to any Specially Serviced Mortgage Loan or REO Property) of annual year-end operating statements, if any, with respect to any Mortgaged Property or REO Property, a “CMSA NOI Adjustment Worksheet” for such Mortgaged Property (with the annual operating statements attached thereto as an exhibit), presenting the computations made in accordance with the methodology described in the Pooling and Servicing Agreement to “normalize” the full year-end net operating income or net cash flow and debt service coverage numbers used by each Master Servicer or the Special Servicer in the other reports referenced above.

The Certificate Administrator is to make available a copy of each Operating Statement Analysis Report and NOI Adjustment Worksheet that it receives from the Master Servicers upon request to the Depositor, each Underwriter, the Controlling Class Representative, each rating agency, the Certificateholders and the Special Servicer promptly after its receipt thereof. Any potential investor in the Certificates may obtain a copy of any NOI Adjustment Worksheet for a Mortgaged Property or REO Property in the possession of the Certificate Administrator upon request.

In addition, within a reasonable period of time after the end of each calendar year, the Certificate Administrator is required to send to each person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be reasonably required to enable such Certificateholders to prepare their federal income tax returns. The Certificate Administrator will also make available information regarding the amount of original issue discount accrued on each Class of Certificate held by persons other than holders exempted from the reporting requirements and information regarding the expenses of the Trust.

The Pooling and Servicing Agreement will require that the Certificate Administrator make available at its offices, during normal business hours, for review by any Certificateholder, any holder of a Serviced Companion Loan (with respect to items (iv)-(vii) below, only to the extent such information relates to the Serviced Companion Loan), the Depositor, the Master Servicers, the Special

Servicer, any rating agency or any potential investor in the Certificates, originals or copies of, among other things, the following items (to the extent such items are in its possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents): (i) the Pooling and Servicing Agreement and any amendments thereto, (ii) all Distribution Date Statements made available to holders of the relevant Class of Offered Certificates since the Closing Date, (iii) all annual officers’ certificates and assessment of compliance and attestation reports delivered by the Master Servicers and the Special Servicer to the Certificate Administrator since the Closing Date regarding compliance with the relevant agreements, (iv) the most recent property inspection report prepared by or on behalf of the Master Servicers or the Special Servicer with respect to each Mortgaged Property and delivered to the Certificate Administrator, (v) the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicers or the Special Servicer with respect to each Mortgaged Property and delivered to the Certificate Administrator, (vi) any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination entered into by the Master Servicers and/or the Special Servicer and delivered to the Certificate Administrator, and (vii) any and all officers’ certificates and other evidence delivered to or by the Certificate Administrator to support the Master Servicers’, or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance, if made, would not be recoverable. Copies of any and all of the foregoing items will be available upon request at the expense of the requesting party from the Certificate Administrator to the extent such documents are in the Certificate Administrator’s possession.

The Trust will file Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (if applicable) Current Reports on Form 8-K with the Securities and Exchange Commission (the “Commission”) regarding the Certificates, to the extent, and for such time, as it shall be required to do so under the Securities Exchange Act of 1934, as amended. Such reports will be filed under the name “Deutsche Mortgage & Asset Receiving Corp.” (Commission file no. 333-130390). Members of the public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Members of the public may obtain information regarding the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The address of that internet site is http://www.sec.gov.

The following summary and the discussion in the prospectus under the heading “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates” are a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Offered Certificates and constitute the opinion of Cadwalader, Wickersham & Taft LLP as to the accuracy of matters discussed herein and therein. The summary below and such discussion in the Prospectus do not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. In addition, such summary and such discussion do not address state, local or foreign tax issues with respect to the acquisition, ownership or disposition of the Offered Certificates. The authorities on which such summary and such discussion are based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. Such summary and such discussion are based on the applicable provisions of the Code, as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury as of the date hereof. Investors should consult their own tax advisors in determining the federal, state, local, foreign or any other tax consequences to them of the purchase, ownership and disposition of Offered Certificates.

Elections will be made to treat designated portions of the Trust and proceeds thereof (such non-excluded portion of the Trust, the “Trust REMICs”), as two separate REMICs within the meaning of Code Section 860D (the “Lower-Tier REMIC” and the

“Upper-Tier REMIC,“ respectively). The Lower-Tier REMIC will hold the Mortgage Loans (other than Excess Interest), proceeds thereof held in the Collection Account and the Interest Reserve Account, the Lower-Tier Distribution Account, the Excess Liquidation Proceeds Account and any related REO Property, and will issue several uncertificated Classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC. The Class LR Certificates will represent the sole Class of residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and the Upper-Tier Distribution Account in which distributions on the Lower-Tier Regular Interests will be deposited, and will issue the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class XS, Class XW, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and the Class S Certificates and the Class AM-FL Regular Interest and the Class AJ-FL Regular Interest as Classes of regular interests, and the Class R Certificates as the sole Class of residual interests in the Upper-Tier REMIC. Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the Pooling and Servicing Agreement, (iii) compliance with the COBALT CMBS 2007-C3 Pooling and Servicing Agreement and the continuing qualification of the REMICs governed thereby, (iv) compliance with the COMM 2007-C9 Pooling and Servicing Agreement and the continuing qualification of the REMICs governed thereby and (v) compliance with any changes in the law, including any amendments to the Code or applicable temporary or final regulations of the United States Department of the Treasury (“Treasury Regulations”) thereunder, in the opinion of Cadwalader, Wickersham & Taft LLP, the Lower-Tier REMIC and the Upper-Tier REMIC will each qualify as a REMIC. References in this discussion to the “REMIC” will, unless the context dictates otherwise, refer to each of the Upper-Tier REMIC and the Lower-Tier REMIC. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, the portion of the Trust Fund consisting of the Excess Interest and related amounts in the Class T Grantor Trust Distribution Account, which are beneficially owned by the Class T Certificates, and the Class AM-FL Regular Interest, the Class AJ-FL Regular Interest, the related Swap Agreements and the related Floating Rate Accounts, which are beneficially owned by the Class AM-FL and Class AJ-FL Certificates, as applicable, will be treated as a grantor trust for federal income tax purposes under subpart E, Part I of subchapter J of the Code.

The Offered Certificates will be treated as “loans…secured by an interest in real property which is…residential real property” within the meaning of Section 7701(a)(19)(C) of the Code, for domestic building and loan associations to the extent of the allocable portion of the Mortgage Loans secured by multifamily properties and manufactured housing community properties. As of the Cut-off Date, Mortgage Loans secured by multifamily properties (excluding mixed-use properties and manufactured housing community properties) represented approximately 14.28% of the Mortgage Loans by Initial Outstanding Pool Balance.

The Offered Certificates will be treated as “real estate assets,” within the meaning of Section 856(c)(5)(B) of the Code, for real estate investment trusts and interest thereon will be treated as “interest on mortgages on real property,” within the meaning of Section 856(c)(3)(B) of the Code, to the extent described in the prospectus under the heading “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Status of REMIC Certificates.” Mortgage Loans which have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments.

The Offered Certificates will be treated as “regular interests” in the Upper-Tier REMIC and therefore generally will be treated as newly originated debt instruments for federal income tax purposes. Beneficial owners of the Offered Certificates will be required to report income on such regular interests in accordance with the accrual method of accounting.

holders of Certificates may be able to select a method for recognizing any original issue discount that differs from that used by the Certificate Administrator in preparing reports to Certificateholders and the IRS. Prospective purchasers of Certificates are advised to consult their tax advisors concerning the treatment of any original issue discount with respect to purchased Certificates. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

Whether any holder of any Class of Offered Certificates will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder’s purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. It is anticipated that the Offered Certificates (other than the Class [ ] Certificates) will be issued at a [premium] for federal income tax purposes and the Class [ ] Certificates will be issued with a [de minimis] amount of original issue discount. Holders of each Class of Offered Certificates issued at a premium should consult their tax advisors regarding the possibility of making an election to amortize such premium. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium” in the prospectus.

The IRS has issued Treasury Regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount (the “OID Regulations”). Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, prepayable securities such as the Offered Certificates. The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that of the issuer. Accordingly, it is possible that holders of Certificates may be able to select a method for recognizing any original issue discount that differs from that used by the Certificate Administrator in preparing reports to Certificateholders and the IRS. Prospective purchasers of Certificates are advised to consult their tax advisors concerning the treatment of any original issue discount with respect to purchased Certificates. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

For purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium, the Prepayment Assumption will be 0% CPR, provided that it is assumed that each ARD Loan will prepay in full on its Anticipated Repayment Date. See “Yield and Maturity Considerations” in this prospectus supplement. No representation is made as to the rate, if any, at which the Mortgage Loans will prepay.

Prepayment Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans will be distributed to the holders of each Class of Certificates entitled thereto as described herein. It is not entirely clear under the Code when the amount of a Prepayment Premium or a Yield Maintenance Charge should be taxed to the holder of a Class of Certificates entitled to a Prepayment Premium or a Yield Maintenance Charge. For federal income tax reporting purposes, Prepayment Premiums and Yield Maintenance Charges will be treated as income to the holders of a Class of Certificates entitled to Prepayment Premiums and Yield Maintenance Charges only after the Master Servicers’ actual receipt of a Prepayment Premium or a Yield Maintenance Charge as to which such Class of Certificates is entitled under the terms of the Pooling and Servicing Agreement. It appears that Prepayment Premiums and Yield Maintenance Charges are to be treated as ordinary income rather than capital gain.

For a discussion of the tax consequences of the acquisition, ownership and disposition of Offered Certificates by any person who is not a citizen or resident of the United States, a corporation or partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia or is a foreign estate or trust, see “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates” in the prospectus.

The purchase by or transfer to an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or a collective investment fund in which such Plans are invested, an insurance company using the assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or other Persons acting on behalf of any such Plan or using the assets of any such Plan to acquire the Offered Certificates may constitute or give rise to a prohibited transaction under ERISA or the Code or Similar Law. There are certain exemptions issued by the United States Department of Labor (the “Department”) that may be applicable to an investment by a Plan in the Offered Certificates. The Department has granted an administrative exemption to Deutsche Bank Securities Inc. as Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption (“PTE”) 2007-5 (the “Exemption”), for certain mortgage-backed and asset-backed certificates underwritten in whole or in part by the Underwriters. The Exemption might be applicable to the initial purchase, the holding, and the subsequent resale by a Plan of certain certificates, such as the Offered Certificates, underwritten by the lead manager, representing interests in pass-through trusts that consist of certain receivables, loans and other obligations, provided that the conditions and requirements of the Exemption are satisfied. The loans described in the Exemption include mortgage loans such as the Mortgage Loans. However, it should be noted that in issuing the Exemption, the Department may not have considered interests in pools of the exact nature as some of the Offered Certificates.

Among the conditions that must be satisfied for the Exemption to apply to the acquisition, holding and resale of the Offered Certificates are the following:

(1) the acquisition of Offered Certificates by a Plan is on terms (including the price for the Certificates) that are at least as favorable to the Plan as they would be in an arm’s length transaction with an unrelated party;

(2) the Offered Certificates acquired by the Plan have received a rating at the time of such acquisition that is one of the four highest generic rating categories from any of Fitch, Inc. (“Fitch”), Moody’s, S&P, DBRS Limited or DBRS, Inc.;

(3) the Trustee must not be an affiliate of any other member of the Restricted Group (as defined below) other than an Underwriter;

(4) the sum of all payments made to and retained by the Underwriters in connection with the distribution of Offered Certificates represents not more than reasonable compensation for underwriting the Certificates. The sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust represents not more than the fair market value of such Mortgage Loans. The sum of all payments made to and retained by each Servicer and any other servicer represents not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

(5) the Plan investing in the Certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933.

(i) the corpus of the Trust must consist solely of assets of the type that have been included in other investment pools;

(ii) certificates in such other investment pools must have been rated in one of the four highest rating categories of Fitch, Moody’s, S&P, DBRS Limited or DBRS, Inc. for at least one year prior to the Plan’s acquisition of the Offered Certificates pursuant to the Exemption; and

(iii) certificates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of the Offered Certificates pursuant to the Exemption.

If all of the conditions of the Exemption are met, then whether or not a Plan’s assets would be deemed to include an ownership interest in the Mortgage Loans in the Trust Fund, the acquisition, holding and resale by Plans of the Offered Certificates with respect to which the conditions were met would be exempt from the prohibited transaction provisions of ERISA and the Code to the extent indicated in the Exemption.

Moreover, the Exemption can provide relief from certain self-dealing/conflict of interest prohibited transactions that may occur if a Plan fiduciary causes a Plan to acquire certificates in a trust holding receivables, loans or obligations on which the fiduciary (or its affiliate) is an obligor, provided that, among other requirements, (a) in the case of an acquisition in connection with the initial issuance of certificates, at least fifty percent of each Class of certificates in which Plans have invested is acquired by persons independent of the Restricted Group (as defined below) and at least fifty percent of the aggregate interest in the Trust is acquired by persons independent of the Restricted Group (as defined below); (b) such fiduciary (or its affiliate) is an obligor with respect to five percent or less of the fair market value of the obligations contained in the Trust; (c) the Plan’s investment in certificates of any Class does not exceed twenty-five percent of all of the certificates of that Class outstanding at the time of the acquisitions; and (d) immediately after the acquisition no more than twenty-five percent of the assets of the Plan with respect to which such person is a fiduciary are invested in certificates representing an interest in one or more trusts containing assets sold or serviced by the same entity.

The Exemption does not apply to the purchasing or holding of Offered Certificates by Plans sponsored by the Depositor, any Underwriter, the Trustee, either Master Servicer, the Special Servicer, the Swap Counterparty, any obligor with respect to Mortgage Loans included in the Trust constituting more than five percent of the aggregate unamortized principal balance of the assets in the Trust, any party considered a “sponsor” within the meaning of the Exemption, or any affiliate of such parties (the “Restricted Group”).

The lead manager believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than possibly those conditions which are dependent on facts unknown to the lead manager or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Certificates. However, before purchasing an Offered Certificate, a fiduciary of a Plan should make its own determination as to the availability of the exemptive relief provided by the Exemption or the availability of any other prohibited transaction exemptions or similar exemption under Similar Law, and whether the conditions of any such exemption will be applicable to such purchase. As noted above, the Department, in granting the Exemption, may not have considered interests in pools of the exact nature as the Offered Certificates. A fiduciary of a Plan that is a governmental plan should make its own determination as to the need for and the availability of any exemptive relief under any Similar Law.

Any fiduciary of a Plan considering whether to purchase an Offered Certificate should also carefully review with its own legal advisors the applicability of the fiduciary duty and prohibited transaction provisions of ERISA and the Code to such investment. See “Certain ERISA Considerations” in the prospectus.

The sale of Offered Certificates to a Plan is in no respect a representation by the Depositor or the Underwriters that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

The Certificates will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase certificates, is subject to significant interpretive uncertainties.

No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates will constitute legal investments for them or are subject to investment, capital or other restrictions.

The validity of the Offered Certificates and the material federal income tax consequences of investing in the Offered Certificates will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain legal matters with respect to the Offered Certificates will be passed upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York, New York.

It is a condition to issuance that the Offered Certificates be rated not lower than the following ratings by Moody’s Investors Service, Inc. (“Moody’s”) and Standard and Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. (“S&P” and, together with Moody’s, the “Rating Agencies”):

Each of the rating agencies identified above will perform ratings surveillance with respect to its ratings for so long as the Offered Certificates remain outstanding. Fees for such ratings surveillance have been prepaid by the Depositor.

The “Rated Final Distribution Date” of each Class of Certificates is the Distribution Date in November 2044.

The Rating Agencies’ ratings on mortgage pass-through certificates address the likelihood of the timely payment of interest and the ultimate repayment of principal by the Rated Final Distribution Date. The Rating Agencies’ ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Certificates, and the extent to which the

payment stream in the Mortgage Pool is adequate to make payments required under the Certificates. Ratings on mortgage pass-through certificates do not, however, represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by borrowers, the degree to which such prepayments might differ from those originally anticipated or the extent to which the Certificateholders might experience any Net Prepayment Interest Shortfalls. The security ratings do not address the possibility that Certificateholders might suffer a lower than anticipated yield. In addition, ratings on mortgage pass-through certificates do not address the likelihood of receipt of Prepayment Premiums, Default Interest or the timing or frequency of the receipt thereof. In general, the ratings address credit risk and not prepayment risk. The ratings do not address the fact that the Pass-Through Rates of any of the Offered Certificates, to the extent that they are based on the Weighted Average Net Mortgage Pass-Through Rate, may be affected by changes thereon.

There can be no assurance as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating and, if so, what such rating would be. A rating assigned to the Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned by the Rating Agencies pursuant to the Depositor’s request.

The rating of the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

The following discussion summarizes certain legal aspects of mortgage loans secured by real property in New York (representing approximately 14.03% of the Initial Outstanding Pool Balance), Washington, D.C. (representing approximately 10.06% of the Initial Outstanding Pool Balance) and California (representing approximately 9.37% of the Initial Outstanding Pool Balance), which are general in nature. This summary does not purport to be complete and is qualified in its entirety by reference to the applicable federal and state laws governing the Mortgage Loans.

New York Law. New York and various other states have imposed statutory prohibitions or limitations that limit the remedies of a mortgagee under a mortgage or a beneficiary under a deed of trust. The mortgage loans are limited recourse loans and are, therefore, generally not recourse to the borrowers but limited to the mortgaged property. Even though recourse is available pursuant to the terms of the mortgage loan, certain states have adopted statutes which impose prohibitions against or limitations on such recourse. The limitations described below and similar or other restrictions in other jurisdictions where mortgaged properties are located may restrict the ability of either master servicer or either special servicer, as applicable, to realize on the mortgage loan and may adversely affect the amount and timing of receipts on the mortgage loan.

New York law requires a mortgagee to elect either a foreclosure action or a personal action against the borrower, and to exhaust the security under the mortgage, or exhaust its personal remedies against the borrower, before it may bring the other such action. The practical effect of the election requirement is that lenders will usually proceed first against the security rather than bringing personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or the absence of bids at the judicial sale.

District of Columbia Law. Commercial mortgage loans in the District of Columbia are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in the District of Columbia may be accomplished by a non-judicial trustee’s sale under a specific “power of sale” provision in the deed of trust or by judicial foreclosure. After appropriate notices to the borrower and owner of the property are provided as specified in the loan documents, a so-called statutory notice of foreclosure is filed with the District of Columbia Recorder of Deeds and mailed, by certified mail and regular mail, to all owners and lienholders of record.

Conduct of the foreclosure cannot occur sooner than thirty days after recording this notice. By common practice, the foreclosure sale is advertised five times in a newspaper in general circulation in the District of Columbia every other day except weekends and holidays. By judicial decision, a foreclosing trustee under a deed of trust who is related to the noteholder may have the burden of showing that the foreclosure procedures followed were fair. An independent trustee for foreclosure purposes would not have that burden. The foreclosure auction is commonly conducted by a professional auctioneer, with the trustee in attendance. There is no right of redemption after the foreclosure sale. There is not statutory audit procedure after the foreclosure. On recourse loans, a deficiency judgment may be sought after a foreclosure. The District of Columbia Code affords lien priority to certain taxes and water/sewer charges over earlier-recorded deeds of trust. Under District of Columbia law, in order to enforce an assignment of rents, a mortgagee is required to (i) take actual possession of the mortgaged property, (ii) take constructive possession of the mortgaged property by obtaining court authorization to collect rents from tenants or (iii) move for the appointment of, and obtain an affirmative ruling appointing, a receiver for the mortgaged property.


CD 2007-CD5

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES

                                                                              % of
                                                             % of          Applicable
                                                            Initial  Loan     Loan
                                                             Pool   Group    Group       # of    Mortgage Loan  Original
ID     Property Name                                        Balance 1 or 2  Balance   Properties   Seller(1)    Balance
--     ---------------------------------------------------- ------- ------ ---------- ---------- ------------- -----------
1      Lincoln Square                                        7.64%    1       9.19%       1        CGM         160,000,000
2      USFS Industrial Distribution Portfolio(15)(31)        7.52%    1       9.04%       38       GACC/CGM    157,463,751
2.01   15155 Northam Street(30)                              0.72%            0.87%       1        GACC/CGM     15,125,000
2.02   120 Longs Pond Road                                   0.44%            0.53%       1        GACC/CGM      9,250,000
2.03   7004 East Hanna Avenue                                0.38%            0.45%       1        GACC/CGM      7,900,000
2.04   1685 West Cheyenne Avenue                             0.37%            0.44%       1        GACC/CGM      7,750,000
2.05   7801 Statesville Road                                 0.36%            0.43%       1        GACC/CGM      7,557,500
2.06   300 Lawrence Drive                                    0.34%            0.41%       1        GACC/CGM      7,175,000
2.07   4550 West Buckeye Road                                0.33%            0.40%       1        GACC/CGM      6,955,000
2.08   8024 Telegraph Road                                   0.32%            0.38%       1        GACC/CGM      6,600,000
2.09   10211 North IH 35                                     0.31%            0.37%       1        GACC/CGM      6,525,000
2.10   7598 NW 6th Avenue                                    0.30%            0.36%       1        GACC/CGM      6,250,000
2.11   11994 Livingston Road                                 0.29%            0.34%       1        GACC/CGM      5,975,000
2.12   1500 NC Hwy 39                                        0.27%            0.32%       1        GACC/CGM      5,587,500
2.13   28001 Napier Road                                     0.21%            0.26%       1        GACC/CGM      4,500,000
2.14   11955 East Peakview Avenue                            0.20%            0.25%       1        GACC/CGM      4,275,000
2.15   12301 Cumberland Road                                 0.20%            0.24%       1        GACC/CGM      4,125,000
2.16   1899 N US Hwy 1                                       0.19%            0.22%       1        GACC/CGM      3,875,000
2.17   222 Otrobando Avenue P.O. Box 103(30)                 0.18%            0.22%       1        GACC/CGM      3,750,000
2.18   9605 54th Avenue North                                0.18%            0.22%       1        GACC/CGM      3,750,000
2.19   W137 N9245 Highway 45                                 0.17%            0.20%       1        GACC/CGM      3,550,000
2.20   950 South Shiloh Road & 1992 Forest Lane              0.16%            0.19%       1        GACC/CGM      3,375,000
2.21   111 Alliant Drive                                     0.16%            0.19%       1        GACC/CGM      3,300,000
2.22   40 Fort Lewis Boulevard                               0.14%            0.17%       1        GACC/CGM      2,950,000
2.23   755 Pierce Road                                       0.14%            0.17%       1        GACC/CGM      2,950,000
2.24   8000 Bavaria Road                                     0.13%            0.16%       1        GACC/CGM      2,762,500
2.25   10410 South 50th Place                                0.12%            0.15%       1        GACC/CGM      2,540,000
2.26   1 Quality Lane                                        0.12%            0.14%       1        GACC/CGM      2,425,000
2.27   2850 Selma Highway                                    0.11%            0.13%       1        GACC/CGM      2,297,500
2.28   5445 Spellmire Drive                                  0.09%            0.11%       1        GACC/CGM      1,982,500
2.29   1350/1400 North 10th Street                           0.09%            0.11%       1        GACC/CGM      1,856,250
2.30   1044/1045 Garden Street                               0.09%            0.10%       1        GACC/CGM      1,815,000
2.31   4601 32nd Avenue South                                0.08%            0.10%       1        GACC/CGM      1,768,750
2.32   5353 Nathan Lane North                                0.07%            0.08%       1        GACC/CGM      1,393,750
2.33   125 Gardenville Parkway West                          0.06%            0.08%       1        GACC/CGM      1,325,000
2.34   6315 John J Pershing Drive                            0.05%            0.06%       1        GACC/CGM      1,075,000
2.35   3500 Saratoga Avenue(30)                              0.05%            0.06%       1        GACC/CGM        962,500
2.36   333-340 North Claremont Avenue                        0.04%            0.05%       1        GACC/CGM        900,000
2.37   2575 Virginia Avenue                                  0.04%            0.05%       1        GACC/CGM        900,000
2.38   345 Kino Drive                                        0.02%            0.02%       1        GACC/CGM        410,000
3      Charles River Plaza North                             6.92%    1       8.33%       1        CGM         145,000,000
4      85 Tenth Avenue                                       3.63%    1       4.36%       1        GACC         76,000,000
5      130 Prince Street                                     3.34%    1       4.02%       1        CGM          70,000,000
6      Georgian Towers                                       2.77%    2      16.45%       1        GACC         58,000,000
7      1150 18th Street, NW                                  2.24%    1       2.70%       1        GACC         46,980,000
8      Quality King(16)(34)                                  1.92%    1       2.31%       1        CWCapital    40,250,000
9      2 Journal Square                                      1.91%    1       2.29%       1        GACC         40,000,000
10     Seattle Space Needle                                  1.67%    1       2.01%       1        CGM          35,000,000
11     CGM RRI Hotel Portfolio                               1.67%    1       2.01%       52       CGM          35,000,000
11.01  Red Roof Inn Washington Downtown                      0.17%            0.21%       1        CGM           3,647,621
11.02  Red Roof Inn Long Island                              0.13%            0.16%       1        CGM           2,806,523
11.03  Red Roof Inn Miami Airport                            0.09%            0.10%       1        CGM           1,802,354
11.04  Red Roof Inn Greater Washington Manassas              0.05%            0.06%       1        CGM           1,047,082
11.05  Red Roof Inn Ann Arbor University North               0.05%            0.06%       1        CGM             995,586
11.06  Red Roof Inn Fort Lauderdale                          0.04%            0.05%       1        CGM             875,429
11.07  Red Roof Inn Tampa Brandon                            0.04%            0.05%       1        CGM             849,681
11.08  Red Roof Inn Phoenix Chandler                         0.04%            0.05%       1        CGM             849,681
11.09  Red Roof Inn Wilmington                               0.04%            0.05%       1        CGM             849,681
11.10  Red Roof Inn Atlanta Druid Hills                      0.04%            0.05%       1        CGM             841,099
11.11  Red Roof Inn BW Parkway                               0.04%            0.05%       1        CGM             841,099
11.12  Red Roof Inn Tinton Falls                             0.04%            0.05%       1        CGM             832,516
11.13  Red Roof Inn Baltimore North Timonium                 0.04%            0.05%       1        CGM             823,933
11.14  Red Roof Inn Boston Northeast Saugus                  0.04%            0.05%       1        CGM             815,350
11.15  Red Roof Inn Joliet                                   0.04%            0.05%       1        CGM             798,185
11.16  Red Roof Inn Chicago Naperville                       0.04%            0.04%       1        CGM             755,272
11.17  Red Roof Inn Chicago Northbrook                       0.04%            0.04%       1        CGM             755,272
11.18  Red Roof Inn Phoenix Airport                          0.04%            0.04%       1        CGM             746,690
11.19  Red Roof Inn Louisville Airport                       0.03%            0.04%       1        CGM             703,776
11.20  Red Roof Inn Phoenix Bell Road                        0.03%            0.04%       1        CGM             660,863
11.21  Red Roof Inn Cleveland Independence                   0.03%            0.03%       1        CGM             609,367
11.22  Red Roof Inn Erie                                     0.03%            0.03%       1        CGM             583,619
11.23  Red Roof Inn El Paso East                             0.03%            0.03%       1        CGM             557,872
11.24  Red Roof Inn St Clairsville                           0.03%            0.03%       1        CGM             532,124
11.25  Red Roof Inn Austin Round Rock                        0.02%            0.03%       1        CGM             514,958
11.26  Red Roof Inn Knoxville West                           0.02%            0.03%       1        CGM             506,376
11.27  Red Roof Inn Binghamton                               0.02%            0.03%       1        CGM             497,793
11.28  Red Roof Inn Wilkes Barre                             0.02%            0.03%       1        CGM             489,210
11.29  Red Roof Inn Pittsburgh Airport                       0.02%            0.03%       1        CGM             480,628
11.30  Red Roof Inn Chicago Hoffman Estates                  0.02%            0.03%       1        CGM             480,628
11.31  Red Roof Inn Enfield                                  0.02%            0.03%       1        CGM             480,628
11.32  Red Roof Inn West Springfield                         0.02%            0.03%       1        CGM             472,045
11.33  Red Roof Inn Canton                                   0.02%            0.03%       1        CGM             463,462
11.34  Red Roof Inn Detroit Farmington Hills                 0.02%            0.03%       1        CGM             446,297
11.35  Red Roof Inn Edison                                   0.02%            0.03%       1        CGM             446,297
11.36  Red Roof Inn Princeton North                          0.02%            0.02%       1        CGM             403,384
11.37  Red Roof Inn Hickory                                  0.02%            0.02%       1        CGM             377,636
11.38  Red Roof Inn Asheville West                           0.02%            0.02%       1        CGM             360,471
11.39  Red Roof Inn Richmond South                           0.02%            0.02%       1        CGM             360,471
11.40  Red Roof Inn Columbus West                            0.02%            0.02%       1        CGM             334,723
11.41  Red Roof Inn Greensboro Airport                       0.02%            0.02%       1        CGM             334,723
11.42  Red Roof Inn Cincinnati Northeast Blue Ash            0.01%            0.02%       1        CGM             308,975
11.43  Red Roof Inn Johnson City                             0.01%            0.02%       1        CGM             308,975
11.44  Red Roof Inn Detroit Troy                             0.01%            0.02%       1        CGM             300,392
11.45  Red Roof Inn Cincinnati Sharonville(30)               0.01%            0.02%       1        CGM             283,227
11.46  Red Roof Inn West Monroe                              0.01%            0.02%       1        CGM             283,227
11.47  Red Roof Inn Detroit Madison Heights                  0.01%            0.02%       1        CGM             283,227
11.48  Red Roof Inn Kansas City Overland Park                0.01%            0.02%       1        CGM             274,644
11.49  Red Roof Inn Greenville                               0.01%            0.01%       1        CGM             257,479
11.50  Red Roof Inn New London                               0.01%            0.01%       1        CGM             248,897
11.51  Red Roof Inn Nashville South                          0.01%            0.01%       1        CGM             231,731
11.52  Red Roof Inn Jamestown Falconer                       0.01%            0.01%       1        CGM             188,818
12     Royale Retail Condominium                             1.62%    1       1.94%       1        GACC         33,850,000
13     Great Escape Lodge(34)                                1.58%    1       1.89%       1        GACC         33,000,000
14     California Department Store Portfolio(21)             1.49%    1       1.80%       3        GACC         31,300,000
14.01  Nordstrom - San Diego                                 0.85%            1.03%       1        GACC         17,884,820
14.02  Macy's - Pleasanton                                   0.49%            0.58%       1        GACC         10,169,370
14.03  Macy's - Laguna Hills                                 0.15%            0.19%       1        GACC          3,245,810
15     Copper Beech Townhomes - Statesboro, GA               1.48%    2       8.79%       1        CGM          31,000,000
16     Serrano Highlands                                     1.43%    2       8.51%       1        CGM          30,000,000
17     Town Center East Building 3                           1.39%    1       1.67%       1        Artesia      29,100,000
18     Spanish Ranch MHP                                     1.34%    2       7.94%       1        GACC         28,000,000
19     Versar Center Office Building                         1.34%    1       1.61%       1        GACC         28,000,000
20     Parkway Plaza                                         1.30%    1       1.57%       1        CGM          27,298,000
21     The Clubs at Rhodes Ranch                             1.15%    2       6.81%       1        CGM          24,000,000
22     Hotel deLuxe(34)                                      1.15%    1       1.38%       1        GACC         24,000,000
23     Valley Freeway Center                                 1.05%    1       1.26%       1        GACC         22,000,000
24     Chicago Bridge & Iron(33)                             1.03%    1       1.23%       1        Artesia      21,500,000
25     Creekwalk Village                                     1.02%    1       1.23%       1        CGM          21,350,000
26     Arlington Center                                      1.00%    1       1.20%       1        GACC         20,880,000
27     Wildwood Communities MHP                              0.98%    2       5.82%       1        GACC         20,500,000
28     Mission West Millbrook                                0.91%    2       5.39%       1        GACC         19,000,000
29     Cypress Medical Center                                0.87%    1       1.04%       1        CGM          18,152,000
30     Mission Mill Creek                                    0.86%    2       5.11%       1        GACC         18,000,000
31     Plantation Apartments                                 0.85%    2       5.05%       1        GACC         17,800,000
32     Oklahoma Central Park                                 0.83%    1       0.99%       1        CGM          17,300,000
33     Hampton Inn - Nashville                               0.79%    1       0.95%       1        SunTrust     16,500,000
34     Olde Lancaster Town Center                            0.76%    1       0.92%       1        CGM          16,000,000
35     Centre at Culpeper                                    0.75%    1       0.91%       1        CGM          15,765,000
36     673 Brannan Street                                    0.74%    2       4.40%       1        GACC         15,500,000
37     725 Concord Avenue Medical Office Building            0.70%    1       0.84%       1        CGM          14,650,000
38     6620 18th Avenue Retail(34)                           0.67%    1       0.80%       1        GACC         14,000,000
39     TN Office Portfolio - BGK                             0.59%    1       0.71%       4        CGM          12,300,000
39.01  The Terraces                                          0.22%            0.27%       1        CGM           4,689,761
39.02  Estate Office Park                                    0.15%            0.19%       1        CGM           3,244,975
39.03  Pine Ridge                                            0.12%            0.15%       1        CGM           2,588,254
39.04  Crossroad Commons                                     0.08%            0.10%       1        CGM           1,777,010
40     Merrimac Plaza                                        0.58%    1       0.70%       1        CGM          12,250,000
41     Inverness Business Center North                       0.57%    1       0.69%       1        GACC         12,000,000
42     Foothills Commerce Center Buildings C, D & E          0.53%    1       0.64%       1        Artesia      11,200,000
43     Eastside Plaza 3 & 4                                  0.52%    1       0.62%       1        Artesia      10,900,000
44     Old National Town Center                              0.52%    1       0.62%       1        Artesia      10,849,137
45     Geneva Portfolio(17)                                  0.51%    1       0.62%       4        SunTrust     10,800,000
45.01  Greensboro                                            0.37%            0.45%       1        SunTrust      7,881,583
45.02  Charlotte                                             0.06%            0.07%       1        SunTrust      1,189,673
45.03  Ringgold                                              0.05%            0.06%       1        SunTrust      1,115,318
45.04  Wilmington                                            0.03%            0.04%       1        SunTrust        613,425
46     770 & 780 Garden Street                               0.34%    2       2.04%       1        GACC          7,185,000
47     509 212th Street                                      0.17%    2       0.99%       1        GACC          3,500,000
48     Premier Landing                                       0.50%    1       0.60%       1        Artesia      10,450,000
49     555 South Woodward                                    0.48%    1       0.57%       1        CGM          10,000,000
50     Hamilton Crossing                                     0.47%    1       0.57%       1        Artesia       9,920,000
51     Holiday Inn Express - Buckhead, GA                    0.45%    1       0.54%       1        CGM           9,500,000
52     Boulder Ridge Apartments Phase II(26)                 0.44%    2       2.61%       1        Artesia       9,200,000
53     West Town Apartments                                  0.43%    2       2.55%       1        CGM           9,000,000
54     Residence Inn - Livermore, CA                         0.43%    1       0.52%       1        Artesia       9,000,000
55     University Parkway                                    0.42%    1       0.50%       1        SunTrust      8,800,000
56     Mammoth Professional Building                         0.42%    1       0.50%       1        GACC          8,700,000
57     Walgreens Buckhead                                    0.41%    1       0.49%       1        SunTrust      8,500,000
58     Holiday Inn Express Hotel & Suites - Deerfield        0.40%    1       0.48%       1        GACC          8,400,000
59     Hoadly Marketplace                                    0.40%    1       0.48%       1        CGM           8,325,000
60     Mountain Dream Center                                 0.38%    1       0.46%       1        Artesia       8,050,000
61     Eagle Electronics Office Building                     0.38%    1       0.46%       1        CGM           8,000,000
62     Sable Chase at Sherwood                               0.38%    2       2.27%       1        CGM           8,000,000
63     Maple Ridge Apartments II                             0.37%    2       2.23%       1        GACC          7,850,000
64     6200 Seaforth Street                                  0.37%    1       0.45%       1        CGM           7,800,000
65     Twin Lakes Shopping Center                            0.36%    1       0.43%       1        GACC          7,440,000
66     Quioccasin Center Station                             0.33%    1       0.40%       1        Artesia       6,950,000
67     Fairmount Place Office                                0.33%    1       0.39%       1        Artesia       6,850,000
68     Bala Apartments                                       0.32%    2       1.93%       1        GACC          6,800,000
69     12621 Featherwood                                     0.31%    1       0.37%       1        CGM           6,500,000
70     CT Beverage Mart Plaza                                0.31%    1       0.37%       1        Artesia       6,500,000
71     University Suites                                     0.31%    2       1.84%       1        SunTrust      6,500,000
72     Bent Tree Plaza I, II & III                           0.31%    1       0.37%       1        GACC          6,400,000
73     Bel-Red Medical Dental Center(27)                     0.29%    1       0.35%       1        Artesia       6,100,000
74     Woodbridge Apartments                                 0.29%    2       1.70%       1        CGM           6,000,000
75     Autumn Ridge Medical Center                           0.29%    1       0.34%       1        CWCapital     5,977,000
76     Gadd Crossing                                         0.27%    1       0.33%       1        Artesia       5,740,000
77     Lodi City Center                                      0.27%    1       0.33%       1        CGM           5,730,000
78     East Winchester                                       0.27%    1       0.32%       1        Artesia       5,550,000
79     Mammoth Encinitas West                                0.26%    1       0.32%       1        GACC          5,500,000
80     Airport Atrium Center                                 0.26%    1       0.31%       1        CGM           5,400,000
81     Exton Office                                          0.26%    1       0.31%       1        CGM           5,400,000
82     Walgreen's - Miami, FL                                0.26%    1       0.31%       1        CGM           5,400,000
83     Northdale Plaza                                       0.26%    1       0.31%       1        CWCapital     5,400,000
84     53-83 Fourth Avenue                                   0.26%    1       0.31%       1        CGM           5,350,000
85     Burgard Industrial Park                               0.25%    1       0.30%       1        CGM           5,284,000
86     Wharton Mall(18)                                      0.25%    1       0.30%       1        CGM           5,240,000
87     Aldo South Beach                                      0.25%    1       0.30%       1        CGM           5,178,000
88     Jefferson Industrial Complex(19)                      0.24%    1       0.29%       1        CWCapital     5,130,000
89     Broadway Lofts                                        0.24%    2       1.45%       1        SunTrust      5,118,000
90     Kohl's Ground Lease - Forward                         0.24%    1       0.29%       1        SunTrust      5,050,000
91     Candlewood Suites                                     0.24%    1       0.29%       1        CWCapital     5,000,000
92     Capri Rialto Mobile Home Estates                      0.24%    2       1.42%       1        GACC          5,000,000
93     Creative Children Learning Centers - Davie, FL(20)    0.15%    1       0.18%       1        CWCapital     3,163,686
94     Creative Children Learning Centers - Tallahassee, FL  0.09%    1       0.11%       1        CWCapital     1,836,314
95     San Gabriel Professional Center                       0.24%    1       0.29%       1        CGM           5,012,000
96     Snoqualmie Ridge Phase IV Lot 2                       0.24%    1       0.28%       1        Artesia       4,950,000
97     Woodlands Shopping Center                             0.23%    1       0.28%       1        GACC          4,850,000
98     Sleep Inn - Lexington, KY                             0.22%    1       0.27%       1        CWCapital     4,700,000
99     The Metcalf Plaza / Target Center Shopping Centers    0.22%    1       0.27%       1        CWCapital     4,620,000
100    Colony Commons I and II                               0.22%    1       0.26%       1        Artesia       4,615,000
101    Broadway Apartments                                   0.22%    2       1.29%       1        Artesia       4,550,000
102    14144 Ventura Office Building                         0.21%    1       0.26%       1        Artesia       4,500,000
103    550-552 West 21st Street(32)                          0.21%    1       0.26%       1        GACC          4,500,000
104    Candlewood Suites, Harrisonburg                       0.21%    1       0.25%       1        SunTrust      4,400,000
105    Whitney National Bank                                 0.21%    1       0.25%       1        SunTrust      4,300,000
106    Walgreen's - Dallas, TX                               0.20%    1       0.25%       1        CGM           4,280,000
107    Town Center Self Storage                              0.20%    1       0.24%       1        Artesia       4,250,000
108    Allen Town Center(29)                                 0.20%    1       0.24%       1        Artesia       4,200,000
109    Holiday Inn Express - Libertyville, IL                0.20%    1       0.24%       1        CWCapital     4,200,000
110    Staples - Golden, CO                                  0.20%    1       0.24%       1        Artesia       4,150,000
111    St Andrews Place                                      0.20%    1       0.24%       1        CGM           4,111,000
112    Beacon Point Service Center                           0.20%    1       0.24%       1        Artesia       4,108,000
113    Padonia Plaza                                         0.19%    1       0.23%       1        CWCapital     4,000,000
114    Best Western Casa Villa Suites - Harlingen, TX        0.19%    1       0.23%       1        Artesia       4,000,000
115    Borders Books & Music - Bowie                         0.19%    1       0.22%       1        SunTrust      3,900,000
116    Willow Bend                                           0.18%    1       0.22%       1        Artesia       3,864,000
117    796 Lexington Avenue                                  0.18%    1       0.22%       1        CGM           3,850,000
118    Padre Commons Plaza                                   0.18%    1       0.22%       1        Artesia       3,810,000
119    Hampton Inn - Waycross, GA                            0.17%    1       0.21%       1        Artesia       3,600,000
120    Starbucks Center South                                0.17%    1       0.21%       1        Artesia       3,600,000
121    Bridgeport Apartments                                 0.17%    2       1.02%       1        GACC          3,600,000
122    Burchwood                                             0.17%    2       1.01%       1        SunTrust      3,600,000
123    Jasper Mountain Highlands Shopping Center             0.17%    1       0.20%       1        CWCapital     3,550,000
124    Spokane Apartments                                    0.17%    2       0.99%       2        Artesia       3,500,000
124.01 North Cliff Terrace                                   0.09%            0.55%       1        Artesia       1,945,167
124.02 Hart Terrace                                          0.07%            0.44%       1        Artesia       1,554,833
125    Wood Dale Towne Center                                0.17%    1       0.20%       1        CWCapital     3,500,000
126    NJVC Building                                         0.16%    1       0.20%       1        Artesia       3,440,000
127    Holiday Inn Express - Livingston, TX                  0.16%    1       0.20%       1        CWCapital     3,430,000
128    126 Chestnut Street                                   0.16%    1       0.19%       1        GACC          3,300,000
129    Amcal Business Center                                 0.16%    1       0.19%       1        CGM           3,280,000
130    Lost Creek Village                                    0.15%    1       0.18%       1        CWCapital     3,200,000
131    Mainstay Suites - Clute, TX                           0.15%    1       0.18%       1        Artesia       3,197,000
132    Georgia Center For Total Cancer Care                  0.15%    1       0.18%       1        Artesia       3,200,000
133    Town Fair Shopping Center                             0.15%    1       0.18%       1        CWCapital     3,150,000
134    Pioneer Square(29)                                    0.15%    1       0.18%       1        Artesia       3,100,000
135    Mansell Plaza                                         0.14%    1       0.17%       1        Artesia       3,025,000
136    Comfort Suites - Yulee, FL                            0.14%    1       0.17%       1        Artesia       3,000,000
137    Stapleton Square                                      0.14%    1       0.17%       1        Artesia       3,000,000
138    County Inn - Mountainview, CA                         0.14%    1       0.17%       1        CGM           2,977,000
139    Bluebonnet Crossing                                   0.14%    1       0.17%       1        CWCapital     2,950,000
140    Fletcher Square Shopping Center                       0.14%    1       0.17%       1        CWCapital     2,900,000
141    Shoppes of Crabapple                                  0.13%    1       0.15%       1        Artesia       2,660,000
142    Ridgeway Plaza                                        0.12%    1       0.14%       1        SunTrust      2,525,000
143    EZ Storage Headquarters                               0.12%    1       0.14%       1        SunTrust      2,425,000
144    Office Depot - El Dorado, AR                          0.11%    1       0.14%       1        Artesia       2,360,000
145    Brambleton Medical Center                             0.11%    1       0.13%       1        CGM           2,350,000
146    Office Depot - Palestine, TX                          0.11%    1       0.13%       1        Artesia       2,327,000
147    The Continental Ranch Retail Center                   0.11%    1       0.13%       1        CWCapital     2,250,000
148    State Street Retail                                   0.10%    1       0.12%       1        CWCapital     2,150,000
149    Westbrook Office Park                                 0.10%    1       0.12%       1        Artesia       2,100,000
150    Days Inn Airport South - College Park, GA(28)         0.10%    1       0.12%       1        Artesia       2,025,000
151    Towne Place                                           0.09%    1       0.10%       1        SunTrust      1,800,000
152    Cordes Professional Building                          0.08%    1       0.10%       1        Artesia       1,735,000
153    Ashford Plaza Retail Center                           0.08%    1       0.10%       1        Artesia       1,700,000
154    Muskegon Retail                                       0.08%    1       0.09%       1        CWCapital     1,650,000
155    Grogan's Forest Retail Center                         0.08%    1       0.09%       1        Artesia       1,575,000
156    Sapphire Pointe                                       0.07%    1       0.08%       1        Artesia       1,367,100
157    Lofts at McIntire                                     0.06%    2       0.38%       1        SunTrust      1,355,000
158    Sunset Medical Office Building                        0.06%    1       0.07%       1        CWCapital     1,250,000
159    Richmond Street Studios                               0.06%    1       0.07%       1        Artesia       1,200,000
160    Stamey Plaza                                          0.06%    1       0.07%       1        CGM           1,200,000
161    Shoppes at Greystone                                  0.05%    1       0.06%       1        Artesia       1,000,000


                                                 Cut-off Date Maturity /     General                           Interest
ID                   Property Name                 Balance    ARD Balance Property Type Detailed Property Type   Rate
--     ----------------------------------------- ------------ ----------- ------------- ---------------------- --------
1      Lincoln Square                            160,000,000  160,000,000 Office        CBD                     6.0152%
2      USFS Industrial Distribution              157,463,751  157,463,751 Various       Various                 6.3830%
         Portfolio(15)(31)
2.01   15155 Northam Street(30)                   15,125,000              Industrial    Warehouse/Distribution
2.02   120 Longs Pond Road                         9,250,000              Industrial    Warehouse/Distribution
2.03   7004 East Hanna Avenue                      7,900,000              Industrial    Warehouse/Distribution
2.04   1685 West Cheyenne Avenue                   7,750,000              Industrial    Warehouse/Distribution
2.05   7801 Statesville Road                       7,557,500              Industrial    Warehouse/Distribution
2.06   300 Lawrence Drive                          7,175,000              Industrial    Warehouse/Distribution
2.07   4550 West Buckeye Road                      6,955,000              Industrial    Warehouse/Distribution
2.08   8024 Telegraph Road                         6,600,000              Industrial    Warehouse/Distribution
2.09   10211 North IH 35                           6,525,000              Industrial    Warehouse/Distribution
2.10   7598 NW 6th Avenue                          6,250,000              Industrial    Warehouse/Distribution
2.11   11994 Livingston Road                       5,975,000              Industrial    Warehouse/Distribution
2.12   1500 NC Hwy 39                              5,587,500              Industrial    Warehouse/Distribution
2.13   28001 Napier Road                           4,500,000              Industrial    Warehouse/Distribution
2.14   11955 East Peakview Avenue                  4,275,000              Industrial    Warehouse/Distribution
2.15   12301 Cumberland Road                       4,125,000              Industrial    Warehouse/Distribution
2.16   1899 N US Hwy 1                             3,875,000              Industrial    Warehouse/Distribution
2.17   222 Otrobando Avenue P.O. Box 103(30)       3,750,000              Industrial    Warehouse/Distribution
2.18   9605 54th Avenue North                      3,750,000              Industrial    Warehouse/Distribution
2.19   W137 N9245 Highway 45                       3,550,000              Industrial    Warehouse/Distribution
2.20   950 South Shiloh Road & 1992 Forest         3,375,000              Industrial    Warehouse/Distribution
         Lane
2.21   111 Alliant Drive                           3,300,000              Industrial    Warehouse/Distribution
2.22   40 Fort Lewis Boulevard                     2,950,000              Industrial    Warehouse/Distribution
2.23   755 Pierce Road                             2,950,000              Industrial    Warehouse/Distribution
2.24   8000 Bavaria Road                           2,762,500              Industrial    Warehouse/Distribution
2.25   10410 South 50th Place                      2,540,000              Office        Suburban
2.26   1 Quality Lane                              2,425,000              Industrial    Warehouse/Distribution
2.27   2850 Selma Highway                          2,297,500              Industrial    Warehouse/Distribution
2.28   5445 Spellmire Drive                        1,982,500              Industrial    Warehouse/Distribution
2.29   1350/1400 North 10th Street                 1,856,250              Industrial    Warehouse/Distribution
2.30   1044/1045 Garden Street                     1,815,000              Industrial    Warehouse/Distribution
2.31   4601 32nd Avenue South                      1,768,750              Industrial    Warehouse/Distribution
2.32   5353 Nathan Lane North                      1,393,750              Industrial    Warehouse/Distribution
2.33   125 Gardenville Parkway West                1,325,000              Industrial    Warehouse/Distribution
2.34   6315 John J Pershing Drive                  1,075,000              Industrial    Warehouse/Distribution
2.35   3500 Saratoga Avenue(30)                      962,500              Industrial    Warehouse/Distribution
2.36   333-340 North Claremont Avenue                900,000              Industrial    Warehouse/Distribution
2.37   2575 Virginia Avenue                          900,000              Industrial    Warehouse/Distribution
2.38   345 Kino Drive                                410,000              Industrial    Warehouse/Distribution
3      Charles River Plaza North                 145,000,000  145,000,000 Office        Lab/Medical             5.6060%
4      85 Tenth Avenue                            76,000,000   76,000,000 Office        CBD                     5.6155%
5      130 Prince Street                          70,000,000   70,000,000 Mixed Use     Office/Retail           6.2553%
6      Georgian Towers                            58,000,000   58,000,000 Multifamily   Conventional            6.1400%
7      1150 18th Street, NW                       46,980,000   44,497,063 Office        CBD                     7.0000%
8      Quality King(16)(34)                       40,250,000   35,257,314 Industrial    Warehouse/Distribution  7.1600%
9      2 Journal Square                           39,894,331   33,969,605 Office        CBD                     6.0400%
10     Seattle Space Needle                       35,000,000   32,606,216 Other         Observation Tower,      5.6950%
                                                                                        Retail
11     CGM RRI Hotel Portfolio                    34,976,394   30,321,862 Hotel         Limited Service         6.7450%
11.01  Red Roof Inn Washington Downtown            3,645,161              Hotel         Limited Service
11.02  Red Roof Inn Long Island                    2,804,630              Hotel         Limited Service
11.03  Red Roof Inn Miami Airport                  1,801,139              Hotel         Limited Service
11.04  Red Roof Inn Greater Washington             1,046,376              Hotel         Limited Service
         Manassas
11.05  Red Roof Inn Ann Arbor University North       994,915              Hotel         Limited Service
11.06  Red Roof Inn Fort Lauderdale                  874,839              Hotel         Limited Service
11.07  Red Roof Inn Tampa Brandon                    849,108              Hotel         Limited Service
11.08  Red Roof Inn Phoenix Chandler                 849,108              Hotel         Limited Service
11.09  Red Roof Inn Wilmington                       849,108              Hotel         Limited Service
11.10  Red Roof Inn Atlanta Druid Hills              840,531              Hotel         Limited Service
11.11  Red Roof Inn BW Parkway                       840,531              Hotel         Limited Service
11.12  Red Roof Inn Tinton Falls                     831,954              Hotel         Limited Service
11.13  Red Roof Inn Baltimore North Timonium         823,378              Hotel         Limited Service
11.14  Red Roof Inn Boston Northeast Saugus          814,800              Hotel         Limited Service
11.15  Red Roof Inn Joliet                           797,647              Hotel         Limited Service
11.16  Red Roof Inn Chicago Naperville               754,763              Hotel         Limited Service
11.17  Red Roof Inn Chicago Northbrook               754,763              Hotel         Limited Service
11.18  Red Roof Inn Phoenix Airport                  746,186              Hotel         Limited Service
11.19  Red Roof Inn Louisville Airport               703,302              Hotel         Limited Service
11.20  Red Roof Inn Phoenix Bell Road                660,417              Hotel         Limited Service
11.21  Red Roof Inn Cleveland Independence           608,956              Hotel         Limited Service
11.22  Red Roof Inn Erie                             583,226              Hotel         Limited Service
11.23  Red Roof Inn El Paso East                     557,495              Hotel         Limited Service
11.24  Red Roof Inn St Clairsville                   531,765              Hotel         Limited Service
11.25  Red Roof Inn Austin Round Rock                514,611              Hotel         Limited Service
11.26  Red Roof Inn Knoxville West                   506,034              Hotel         Limited Service
11.27  Red Roof Inn Binghamton                       497,457              Hotel         Limited Service
11.28  Red Roof Inn Wilkes Barre                     488,880              Hotel         Limited Service
11.29  Red Roof Inn Pittsburgh Airport               480,304              Hotel         Limited Service
11.30  Red Roof Inn Chicago Hoffman Estates          480,304              Hotel         Limited Service
11.31  Red Roof Inn Enfield                          480,304              Hotel         Limited Service
11.32  Red Roof Inn West Springfield                 471,727              Hotel         Limited Service
11.33  Red Roof Inn Canton                           463,150              Hotel         Limited Service
11.34  Red Roof Inn Detroit Farmington Hills         445,996              Hotel         Limited Service
11.35  Red Roof Inn Edison                           445,996              Hotel         Limited Service
11.36  Red Roof Inn Princeton North                  403,112              Hotel         Limited Service
11.37  Red Roof Inn Hickory                          377,381              Hotel         Limited Service
11.38  Red Roof Inn Asheville West                   360,228              Hotel         Limited Service
11.39  Red Roof Inn Richmond South                   360,228              Hotel         Limited Service
11.40  Red Roof Inn Columbus West                    334,497              Hotel         Limited Service
11.41  Red Roof Inn Greensboro Airport               334,497              Hotel         Limited Service
11.42  Red Roof Inn Cincinnati Northeast Blue        308,767              Hotel         Limited Service
         Ash
11.43  Red Roof Inn Johnson City                     308,767              Hotel         Limited Service
11.44  Red Roof Inn Detroit Troy                     300,190              Hotel         Limited Service
11.45  Red Roof Inn Cincinnati Sharonville(30)       283,036              Hotel         Limited Service
11.46  Red Roof Inn West Monroe                      283,036              Hotel         Limited Service
11.47  Red Roof Inn Detroit Madison Heights          283,036              Hotel         Limited Service
11.48  Red Roof Inn Kansas City Overland Park        274,459              Hotel         Limited Service
11.49  Red Roof Inn Greenville                       257,305              Hotel         Limited Service
11.50  Red Roof Inn New London                       248,729              Hotel         Limited Service
11.51  Red Roof Inn Nashville South                  231,575              Hotel         Limited Service
11.52  Red Roof Inn Jamestown Falconer               188,691              Hotel         Limited Service
12     Royale Retail Condominium                  33,850,000   31,831,535 Retail        Anchored                6.4100%
13     Great Escape Lodge(34)                     33,000,000   28,568,869 Hotel         Full Service            6.7200%
14     California Department Store Portfolio(21)  31,300,000   31,300,000 Retail        Anchored                6.5300%
14.01  Nordstrom - San Diego                      17,884,820              Retail        Anchored
14.02  Macy's - Pleasanton                        10,169,370              Retail        Anchored
14.03  Macy's - Laguna Hills                       3,245,810              Retail        Anchored
15     Copper Beech Townhomes - Statesboro,       31,000,000   28,921,895 Multifamily   Student Housing         5.8050%
         GA
16     Serrano Highlands                          30,000,000   30,000,000 Multifamily   Conventional            5.7520%
17     Town Center East Building 3                29,050,931   26,478,449 Office        Suburban                6.3600%
18     Spanish Ranch MHP                          28,000,000   28,000,000 Manufactured  Manufactured Housing    6.5550%
                                                                          Housing
19     Versar Center Office Building              28,000,000   25,935,722 Office        Suburban                6.4140%
20     Parkway Plaza                              27,298,000   25,447,996 Retail        Anchored                5.7440%
21     The Clubs at Rhodes Ranch                  24,000,000   24,000,000 Multifamily   Conventional            5.8220%
22     Hotel deLuxe(34)                           24,000,000   21,421,054 Hotel         Full Service            6.3200%
23     Valley Freeway Center                      22,000,000   20,753,558 Industrial    Flex                    6.6600%
24     Chicago Bridge & Iron(33)                  21,500,000   18,575,424 Office        Suburban                6.6500%
25     Creekwalk Village                          21,350,000   21,350,000 Retail        Anchored                5.0680%
26     Arlington Center                           20,880,000   18,974,479 Office        Suburban                6.2900%
27     Wildwood Communities MHP                   20,500,000   18,699,018 Manufactured  Manufactured Housing    6.4910%
                                                                          Housing
28     Mission West Millbrook                     19,000,000   17,846,825 Multifamily   Conventional            6.3200%
29     Cypress Medical Center                     18,152,000   16,915,716 Office        Medical                 5.7200%
30     Mission Mill Creek                         18,000,000   16,833,164 Multifamily   Conventional            5.9780%
31     Plantation Apartments                      17,800,000   16,055,608 Multifamily   Conventional            6.8200%
32     Oklahoma Central Park                      17,300,000   15,643,188 Office        Suburban                6.0250%
33     Hampton Inn - Nashville                    16,500,000   11,667,868 Hotel         Limited Service         5.8900%
34     Olde Lancaster Town Center                 16,000,000   14,356,357 Mixed Use     Office/Retail           5.6380%
35     Centre at Culpeper                         15,765,000   15,765,000 Retail        Anchored                6.0084%
36     673 Brannan Street                         15,500,000   14,856,840 Multifamily   Conventional            6.9100%
37     725 Concord Avenue Medical Office          14,650,000   14,650,000 Office        Medical                 5.6000%
         Building
38     6620 18th Avenue Retail(34)                14,000,000   13,158,987 Retail        Anchored                6.3700%
39     TN Office Portfolio - BGK                  12,300,000   11,328,359 Office        Suburban                6.0580%
39.01  The Terraces                                4,689,761              Office        Suburban
39.02  Estate Office Park                          3,244,975              Office        Suburban
39.03  Pine Ridge                                  2,588,254              Office        Suburban
39.04  Crossroad Commons                           1,777,010              Office        Suburban
40     Merrimac Plaza                             12,250,000   11,488,354 Retail        Anchored                6.1940%
41     Inverness Business Center North            12,000,000   12,000,000 Industrial    Flex                    6.1330%
42     Foothills Commerce Center Buildings C,     11,191,668    9,610,469 Industrial    Flex                    6.4000%
         D & E
43     Eastside Plaza 3 & 4                       10,881,620    9,918,044 Office        Suburban                6.3600%
44     Old National Town Center                   10,849,137   10,849,137 Retail        Shadow Anchored         6.5670%
45     Geneva Portfolio(17)                       10,743,776    8,397,294 Industrial    Warehouse/Distribution  6.1100%
45.01  Greensboro                                  7,840,553              Industrial    Warehouse/Distribution
45.02  Charlotte                                   1,183,480              Industrial    Warehouse/Distribution
45.03  Ringgold                                    1,109,512              Industrial    Warehouse/Distribution
45.04  Wilmington                                    610,232              Industrial    Warehouse/Distribution
46     770 & 780 Garden Street                     7,185,000    7,185,000 Multifamily   Conventional            6.5500%
47     509 212th Street                            3,500,000    3,196,823 Multifamily   Conventional            6.5700%
48     Premier Landing                            10,450,000    9,847,027 Retail        Shadow Anchored         6.5700%
49     555 South Woodward                          9,991,179    8,421,638 Mixed Use     Office/Retail           5.7600%
50     Hamilton Crossing                           9,902,925    8,479,895 Retail        Unanchored              6.2700%
51     Holiday Inn Express - Buckhead, GA          9,486,092    8,277,142 Hotel         Limited Service         6.9600%
52     Boulder Ridge Apartments Phase II(26)       9,200,000    8,150,793 Multifamily   Student Housing         5.9900%
53     West Town Apartments                        9,000,000    8,389,696 Multifamily   Conventional            5.7430%
54     Residence Inn - Livermore, CA               8,983,972    7,660,211 Hotel         Limited Service         6.1200%
55     University Parkway                          8,778,418    7,540,574 Office        Suburban                6.3500%
56     Mammoth Professional Building               8,700,000    8,700,000 Office        Suburban                6.3300%
57     Walgreens Buckhead                          8,500,000    8,500,000 Retail        Anchored                5.5300%
58     Holiday Inn Express Hotel & Suites -        8,379,499    7,201,910 Hotel         Limited Service         6.3700%
         Deerfield
59     Hoadly Marketplace                          8,325,000    7,559,678 Retail        Anchored                6.2500%
60     Mountain Dream Center                       8,050,000    8,050,000 Mixed Use     Office/Retail           6.7100%
61     Eagle Electronics Office Building           8,000,000    7,513,262 Mixed Use     Office/Industrial       6.3040%
62     Sable Chase at Sherwood                     8,000,000    7,149,019 Multifamily   Conventional            6.3780%
63     Maple Ridge Apartments II                   7,850,000    6,898,630 Multifamily   Student Housing         6.5100%
64     6200 Seaforth Street                        7,800,000    7,098,876 Industrial    Flex                    6.3700%
65     Twin Lakes Shopping Center                  7,440,000    6,649,456 Retail        Shadow Anchored         6.3800%
66     Quioccasin Center Station                   6,950,000    5,988,031 Retail        Anchored                6.5500%
67     Fairmount Place Office                      6,850,000    6,436,712 Office        Suburban                6.3500%
68     Bala Apartments                             6,800,000    6,067,574 Multifamily   Conventional            6.3100%
69     12621 Featherwood                           6,500,000    5,788,622 Office        Suburban                6.2200%
70     CT Beverage Mart Plaza                      6,500,000    5,915,855 Retail        Unanchored              6.3750%
71     University Suites                           6,470,048    5,500,630 Multifamily   Student Housing         5.9200%
72     Bent Tree Plaza I, II & III                 6,400,000    6,120,024 Office        Suburban                6.6600%
73     Bel-Red Medical Dental Center(27)           6,097,062    5,509,064 Office        Medical                 6.2900%
74     Woodbridge Apartments                       6,000,000    6,000,000 Multifamily   Conventional            5.8750%
75     Autumn Ridge Medical Center                 5,977,000    5,093,169 Office        Medical                 6.1610%
76     Gadd Crossing                               5,740,000    5,740,000 Retail        Anchored                5.8200%
77     Lodi City Center                            5,730,000    5,406,470 Retail        Anchored                6.6800%
78     East Winchester                             5,550,000    5,550,000 Office        Suburban                6.4300%
79     Mammoth Encinitas West                      5,500,000    5,500,000 Office        Suburban                6.3300%
80     Airport Atrium Center                       5,400,000    4,850,310 Office        Suburban                5.6900%
81     Exton Office                                5,400,000    5,281,200 Office        Suburban                6.2890%
82     Walgreen's - Miami, FL                      5,400,000    5,400,000 Retail        Anchored                6.0200%
83     Northdale Plaza                             5,400,000    4,914,622 Mixed Use     Retail / Office         6.3710%
84     53-83 Fourth Avenue                         5,350,000    4,987,734 Industrial    Flex                    5.7500%
85     Burgard Industrial Park                     5,271,204    4,534,454 Industrial    Warehouse/Distribution  6.4020%
86     Wharton Mall(18)                            5,201,519    4,438,869 Retail        Anchored                5.9500%
87     Aldo South Beach                            5,169,831    4,473,345 Retail        Unanchored              6.6465%
88     Jefferson Industrial Complex(19)            5,126,337    4,420,011 Industrial    Warehouse/Distribution  6.5460%
89     Broadway Lofts                              5,118,000    4,575,266 Multifamily   Conventional            6.3950%
90     Kohl's Ground Lease - Forward               5,030,696    4,237,157 Land          Land                    5.6500%
91     Candlewood Suites                           5,000,000    4,631,307 Hotel         Limited Service         6.4130%
92     Capri Rialto Mobile Home Estates            5,000,000    4,723,913 Manufactured  Manufactured Housing    6.7900%
                                                                          Housing
93     Creative Children Learning Centers -        3,163,686    2,794,166 Office        Day Care Center         5.8520%
         Davie, FL(20)
94     Creative Children Learning Centers -        1,836,314    1,621,832 Office        Day Care Center         5.8520%
         Tallahassee, FL
95     San Gabriel Professional Center             4,995,825    4,293,987 Office        Medical                 6.3400%
96     Snoqualmie Ridge Phase IV Lot 2             4,950,000    4,343,069 Retail        Unanchored              6.4400%
97     Woodlands Shopping Center                   4,850,000    4,332,026 Retail        Shadow Anchored         6.3520%
98     Sleep Inn - Lexington, KY                   4,661,535    3,633,310 Hotel         Limited Service         5.9380%
99     The Metcalf Plaza / Target Center           4,620,000    4,120,752 Retail        Unanchored              6.2910%
         Shopping Centers
100    Colony Commons I and II                     4,615,000    4,615,000 Mixed Use     Medical Office/Retail   5.7700%
101    Broadway Apartments                         4,550,000    3,604,440 Multifamily   Conventional            6.6900%
102    14144 Ventura Office Building               4,500,000    4,500,000 Office        Suburban                6.3800%
103    550-552 West 21st Street(32)                4,500,000    4,234,862 Retail        Unanchored              6.4700%
104    Candlewood Suites, Harrisonburg             4,392,817    3,785,803 Hotel         Limited Service         6.5000%
105    Whitney National Bank                       4,300,000    2,832,289 Office        Suburban                6.5400%
106    Walgreen's - Dallas, TX                     4,280,000    4,280,000 Retail        Anchored                6.0200%
107    Town Center Self Storage                    4,250,000    3,994,784 Self Storage  Self Storage            6.3700%
108    Allen Town Center(29)                       4,200,000    3,774,259 Retail        Unanchored              6.6400%
109    Holiday Inn Express - Libertyville, IL      4,167,441    3,279,896 Hotel         Limited Service         6.2400%
110    Staples - Golden, CO                        4,150,000    3,819,648 Retail        Anchored                6.0200%
111    St Andrews Place                            4,111,000    4,111,000 Retail        Unanchored              5.7440%
112    Beacon Point Service Center                 4,108,000    4,108,000 Industrial    Flex                    6.4200%
113    Padonia Plaza                               4,000,000    4,000,000 Office        Suburban                6.5000%
114    Best Western Casa Villa Suites -            3,995,381    3,149,873 Hotel         Limited Service         6.5000%
         Harlingen, TX
115    Borders Books & Music - Bowie               3,887,256    3,336,521 Retail        Anchored                6.2900%
116    Willow Bend                                 3,864,000    3,864,000 Retail        Anchored                6.3000%
117    796 Lexington Avenue                        3,844,294    3,349,855 Mixed Use     Retail/Multifamily      6.9090%
118    Padre Commons Plaza                         3,810,000    3,278,076 Retail        Shadow Anchored         6.5000%
119    Hampton Inn - Waycross, GA                  3,600,000    2,858,234 Hotel         Limited Service         6.7600%
120    Starbucks Center South                      3,600,000    3,050,566 Retail        Unanchored              5.9700%
121    Bridgeport Apartments                       3,600,000    3,212,245 Multifamily   Conventional            6.3100%
122    Burchwood                                   3,572,706    3,036,860 Multifamily   Conventional            5.8100%
123    Jasper Mountain Highlands Shopping          3,550,000    3,199,386 Retail        Unanchored              6.7790%
         Center
124    Spokane Apartments                          3,500,000    3,500,000 Multifamily   Conventional            6.5800%
124.01 North Cliff Terrace                         1,945,167              Multifamily   Conventional
124.02 Hart Terrace                                1,554,833              Multifamily   Conventional
125    Wood Dale Towne Center                      3,500,000    3,281,369 Retail        Shadow Anchored         6.1710%
126    NJVC Building                               3,434,462    2,964,762 Industrial    Warehouse/Distribution  6.5600%
127    Holiday Inn Express - Livingston, TX        3,402,921    2,275,451 Hotel         Limited Service         6.2970%
128    126 Chestnut Street                         3,300,000    3,062,933 Mixed Use     Retail/Multifamily      6.5500%
129    Amcal Business Center                       3,277,733    2,835,022 Office        Suburban                6.6605%
130    Lost Creek Village                          3,200,000    2,925,869 Retail        Unanchored              6.6270%
131    Mainstay Suites - Clute, TX                 3,193,255    2,511,805 Hotel         Limited Service         6.4300%
132    Georgia Center For Total Cancer Care        3,192,247    2,745,918 Office        Medical                 6.4000%
133    Town Fair Shopping Center                   3,150,000    2,878,450 Retail        Unanchored              6.5900%
134    Pioneer Square(29)                          3,085,877    2,627,272 Mixed Use     Office/Retail           5.9700%
135    Mansell Plaza                               3,025,000    3,025,000 Retail        Unanchored              6.3700%
136    Comfort Suites - Yulee, FL                  2,996,585    2,367,768 Hotel         Limited Service         6.5700%
137    Stapleton Square                            2,974,995    2,690,937 Industrial    Flex                    6.0200%
138    County Inn - Mountainview, CA               2,967,393    2,550,519 Hotel         Limited Service         6.3400%
139    Bluebonnet Crossing                         2,950,000    2,756,643 Retail        Unanchored              5.9220%
140    Fletcher Square Shopping Center             2,900,000    2,598,505 Retail        Shadow Anchored         6.5000%
141    Shoppes of Crabapple                        2,660,000    2,545,650 Retail        Unanchored              6.7400%
142    Ridgeway Plaza                              2,518,927    2,168,538 Retail        Unanchored              6.4300%
143    EZ Storage Headquarters                     2,425,000    2,281,505 Office        Suburban                6.4400%
144    Office Depot - El Dorado, AR                2,360,000    2,148,426 Retail        Unanchored              6.3500%
145    Brambleton Medical Center                   2,341,505    1,986,216 Office        Medical                 5.8755%
146    Office Depot - Palestine, TX                2,327,000    2,116,811 Retail        Unanchored              6.3500%
147    The Continental Ranch Retail Center         2,250,000    2,250,000 Retail        Unanchored              6.1580%
148    State Street Retail                         2,150,000    2,006,358 Retail        Shadow Anchored         5.8220%
149    Westbrook Office Park                       2,100,000    1,938,329 Office        Suburban                6.1900%
150    Days Inn Airport South - College Park,      2,020,302    1,615,448 Hotel         Limited Service         6.9100%
         GA(28)
151    Towne Place                                 1,800,000    1,553,009 Retail        Unanchored              6.6000%
152    Cordes Professional Building                1,735,000    1,677,730 Office        Medical                 6.4600%
153    Ashford Plaza Retail Center                 1,700,000    1,550,790 Retail        Shadow Anchored         6.5000%
154    Muskegon Retail                             1,648,816    1,421,007 Retail        Unanchored              6.5300%
155    Grogan's Forest Retail Center               1,575,000    1,436,762 Retail        Unanchored              6.5000%
156    Sapphire Pointe                             1,367,100    1,367,100 Retail        Shadow Anchored         6.0600%
157    Lofts at McIntire                           1,355,000    1,165,825 Multifamily   Conventional            6.5000%
158    Sunset Medical Office Building              1,250,000    1,166,440 Office        Medical                 5.8220%
159    Richmond Street Studios                     1,197,184    1,033,487 Mixed Use     Office/Multifamily      6.5300%
160    Stamey Plaza                                1,196,868    1,020,606 Retail        Shadow Anchored         6.0910%
161    Shoppes at Greystone                        1,000,000      945,586 Retail        Unanchored              6.8600%


                                                                                       Stated
                                                                             Original Remaining
                                                                             Term to   Term to
                                                                             Maturity Maturity    Original    Remaining
                                                Administrative   Interest     or ARD   or ARD   Amortization Amortization
\ID                 Property Name                Fee Rate(2)   Accrual Basis  (mos.)   (mos.)   Term (mos.)  Term (mos.)
---    ---------------------------------------- -------------- ------------- -------- --------- ------------ ------------
1      Lincoln Square                               0.0207%     Actual/360     120       116          0            0
2      USFS Industrial Distribution                 0.0307%     Actual/360     120       117          0            0
       Portfolio(15)(31)
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box 103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992 Forest Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North                    0.0207%     Actual/360     120       116          0            0
4      85 Tenth Avenue                              0.0307%     Actual/360     120       115          0            0
5      130 Prince Street                            0.0207%     Actual/360      60        56          0            0
6      Georgian Towers                              0.0307%     Actual/360      60        52          0            0
7      1150 18th Street, NW                         0.0207%     Actual/360     120       118        360          360
8      Quality King(16)(34)                         0.0307%     Actual/360     120       120        360          360
9      2 Journal Square                             0.0207%     Actual/360     120       117        360          357
10     Seattle Space Needle                         0.0307%     Actual/360     120       114        360          360
11     CGM RRI Hotel Portfolio                      0.0207%     Actual/360     120       119        360          359
11.01  Red Roof Inn Washington Downtown
11.02  Red Roof Inn Long Island
11.03  Red Roof Inn Miami Airport
11.04  Red Roof Inn Greater Washington Manassas
11.05  Red Roof Inn Ann Arbor University North
11.06  Red Roof Inn Fort Lauderdale
11.07  Red Roof Inn Tampa Brandon
11.08  Red Roof Inn Phoenix Chandler
11.09  Red Roof Inn Wilmington
11.10  Red Roof Inn Atlanta Druid Hills
11.11  Red Roof Inn BW Parkway
11.12  Red Roof Inn Tinton Falls
11.13  Red Roof Inn Baltimore North Timonium
11.14  Red Roof Inn Boston Northeast Saugus
11.15  Red Roof Inn Joliet
11.16  Red Roof Inn Chicago Naperville
11.17  Red Roof Inn Chicago Northbrook
11.18  Red Roof Inn Phoenix Airport
11.19  Red Roof Inn Louisville Airport
11.20  Red Roof Inn Phoenix Bell Road
11.21  Red Roof Inn Cleveland Independence
11.22  Red Roof Inn Erie
11.23  Red Roof Inn El Paso East
11.24  Red Roof Inn St Clairsville
11.25  Red Roof Inn Austin Round Rock
11.26  Red Roof Inn Knoxville West
11.27  Red Roof Inn Binghamton
11.28  Red Roof Inn Wilkes Barre
11.29  Red Roof Inn Pittsburgh Airport
11.30  Red Roof Inn Chicago Hoffman Estates
11.31  Red Roof Inn Enfield
11.32  Red Roof Inn West Springfield
11.33  Red Roof Inn Canton
11.34  Red Roof Inn Detroit Farmington Hills
11.35  Red Roof Inn Edison
11.36  Red Roof Inn Princeton North
11.37  Red Roof Inn Hickory
11.38  Red Roof Inn Asheville West
11.39  Red Roof Inn Richmond South
11.40  Red Roof Inn Columbus West
11.41  Red Roof Inn Greensboro Airport
11.42  Red Roof Inn Cincinnati Northeast Blue
       Ash
11.43  Red Roof Inn Johnson City
11.44  Red Roof Inn Detroit Troy
11.45  Red Roof Inn Cincinnati Sharonville(30)
11.46  Red Roof Inn West Monroe
11.47  Red Roof Inn Detroit Madison Heights
11.48  Red Roof Inn Kansas City Overland Park
11.49  Red Roof Inn Greenville
11.50  Red Roof Inn New London
11.51  Red Roof Inn Nashville South
11.52  Red Roof Inn Jamestown Falconer
12     Royale Retail Condominium                    0.0207%     Actual/360     120       120        360          360
13     Great Escape Lodge(34)                       0.0207%     Actual/360     120       120        360          360
14     California Department Store                  0.0207%     Actual/360     120       120          0            0
       Portfolio(21)
14.01  Nordstrom - San Diego
14.02  Macy's - Pleasanton
14.03  Macy's - Laguna Hills
15     Copper Beech Townhomes - Statesboro, GA      0.0207%     Actual/360     120       119        360          360
16     Serrano Highlands                            0.0207%     Actual/360     120       116          0            0
17     Town Center East Building 3                  0.0207%     Actual/360      84        82        360          358
18     Spanish Ranch MHP                            0.0307%     Actual/360     120       118          0            0
19     Versar Center Office Building                0.0207%     Actual/360     120       117        360          360
20     Parkway Plaza                                0.0207%     Actual/360     120       116        360          360
21     The Clubs at Rhodes Ranch                    0.0207%     Actual/360     120       115          0            0
22     Hotel deLuxe(34)                             0.0207%     Actual/360     120       120        360          360
23     Valley Freeway Center                        0.0207%     Actual/360     120       119        360          360
24     Chicago Bridge & Iron(33)                    0.0207%     Actual/360     120       120        360          360
25     Creekwalk Village                            0.0207%     Actual/360     120       114          0            0
26     Arlington Center                             0.0207%     Actual/360     120       119        360          360
27     Wildwood Communities MHP                     0.0207%     Actual/360     120       117        360          360
28     Mission West Millbrook                       0.0207%     Actual/360     120       118        360          360
29     Cypress Medical Center                       0.0207%     Actual/360     120       115        360          360
30     Mission Mill Creek                           0.0207%     Actual/360     120       113        360          360
31     Plantation Apartments                        0.0207%     Actual/360     120       118        360          360
32     Oklahoma Central Park                        0.0607%     Actual/360     120       116        360          360
33     Hampton Inn - Nashville                      0.0307%     Actual/360     180       177        300          300
34     Olde Lancaster Town Center                   0.0207%     Actual/360     120       115        360          360
35     Centre at Culpeper                           0.0507%     Actual/360     120       116          0            0
36     673 Brannan Street                           0.0207%     Actual/360      60        58        360          360
37     725 Concord Avenue Medical Office            0.0207%     Actual/360     115       112          0            0
       Building
38     6620 18th Avenue Retail(34)                  0.0207%     Actual/360     120       120        360          360
39     TN Office Portfolio - BGK                    0.0207%     Actual/360     120       118        360          360
39.01  The Terraces
39.02  Estate Office Park
39.03  Pine Ridge
39.04  Crossroad Commons
40     Merrimac Plaza                               0.0207%     Actual/360     120       117        360          360
41     Inverness Business Center North              0.0207%     Actual/360      60        52          0            0
42     Foothills Commerce Center Buildings C,       0.0207%     Actual/360     120       119        360          359
       D & E
43     Eastside Plaza 3 & 4                         0.0207%     Actual/360      84        82        360          358
44     Old National Town Center                     0.0207%     Actual/360     120       120          0            0
45     Geneva Portfolio(17)                         0.0307%     Actual/360     120       116        300          296
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                      0.0207%     Actual/360     120       118          0            0
47     509 212th Street                             0.0207%     Actual/360     120       120        360          360
48     Premier Landing                              0.0207%     Actual/360     120       119        360          360
49     555 South Woodward                           0.0207%     Actual/360     120       119        360          359
50     Hamilton Crossing                            0.0207%     Actual/360     120       118        360          358
51     Holiday Inn Express - Buckhead, GA           0.0207%     Actual/360     120       118        360          358
52     Boulder Ridge Apartments Phase II(26)        0.0207%     Actual/360     108       106        360          360
53     West Town Apartments                         0.0207%     Actual/360     120       115        360          360
54     Residence Inn - Livermore, CA                0.0207%     Actual/360     120       118        360          358
55     University Parkway                           0.0307%     Actual/360     120       117        360          357
56     Mammoth Professional Building                0.0207%     Actual/360     120       120          0            0
57     Walgreens Buckhead                           0.0307%     Actual/360     120       116          0            0
58     Holiday Inn Express Hotel & Suites -         0.0207%     Actual/360     120       117        360          357
       Deerfield
59     Hoadly Marketplace                           0.0307%     Actual/360     120       117        360          360
60     Mountain Dream Center                        0.0207%     Actual/360     120       118          0            0
61     Eagle Electronics Office Building            0.0207%     Actual/360     120       117        360          360
62     Sable Chase at Sherwood                      0.0207%     Actual/360     120       118        360          360
63     Maple Ridge Apartments II                    0.0207%     Actual/360     120       120        360          360
64     6200 Seaforth Street                         0.0507%     Actual/360     120       117        360          360
65     Twin Lakes Shopping Center                   0.0207%     Actual/360     120       117        360          360
66     Quioccasin Center Station                    0.0207%     Actual/360     120       120        360          360
67     Fairmount Place Office                       0.0207%     Actual/360     120       118        360          360
68     Bala Apartments                              0.0207%     Actual/360     120       120        360          360
69     12621 Featherwood                            0.0707%     Actual/360     120       109        360          360
70     CT Beverage Mart Plaza                       0.0207%     Actual/360     120       118        360          360
71     University Suites                            0.0307%     Actual/360     120       115        360          355
72     Bent Tree Plaza I, II & III                  0.0207%     Actual/360      60        58        360          360
73     Bel-Red Medical Dental Center(27)            0.0207%     Actual/360     120       119        420          419
74     Woodbridge Apartments                        0.0207%     Actual/360     120       116          0            0
75     Autumn Ridge Medical Center                  0.0307%     Actual/360     120       120        360          360
76     Gadd Crossing                                0.0207%     Actual/360     120       116          0            0
77     Lodi City Center                             0.0207%     Actual/360     120       118        360          360
78     East Winchester                              0.0207%     Actual/360     120       117          0            0
79     Mammoth Encinitas West                       0.0207%     Actual/360     120       120          0            0
80     Airport Atrium Center                        0.0207%     Actual/360     120       117        360          360
81     Exton Office                                 0.0207%     Actual/360      60        57        360          360
82     Walgreen's - Miami, FL                       0.0207%     Actual/360     120       117          0            0
83     Northdale Plaza                              0.0307%     Actual/360     120       119        360          360
84     53-83 Fourth Avenue                          0.0207%     Actual/360     120       113        360          360
85     Burgard Industrial Park                      0.0507%     Actual/360     120       117        360          357
86     Wharton Mall(18)                             0.0507%     Actual/360     120       112        360          352
87     Aldo South Beach                             0.0207%     Actual/360     120       118        360          358
88     Jefferson Industrial Complex(19)             0.0507%     Actual/360     120       119        360          359
89     Broadway Lofts                               0.0307%     Actual/360     120       118        360          360
90     Kohl's Ground Lease - Forward                0.0307%     Actual/360     120       116        360          356
91     Candlewood Suites                            0.0307%     Actual/360     120       117        360          360
92     Capri Rialto Mobile Home Estates             0.0207%     Actual/360     120       120        360          360
93     Creative Children Learning Centers -         0.0307%     Actual/360     120       118        360          360
       Davie, FL(20)
94     Creative Children Learning Centers -         0.0307%     Actual/360     120       118        360          360
       Tallahassee, FL
95     San Gabriel Professional Center              0.0207%     Actual/360     120       116        360          356
96     Snoqualmie Ridge Phase IV Lot 2              0.0207%     Actual/360     120       119        360          360
97     Woodlands Shopping Center                    0.0207%     Actual/360     120       117        360          360
98     Sleep Inn - Lexington, KY                    0.0307%     Actual/360     120       114        300          294
99     The Metcalf Plaza / Target Center            0.0307%     Actual/360     120       118        360          360
       Shopping Centers
100    Colony Commons I and II                      0.0207%     Actual/360     120       115          0            0
101    Broadway Apartments                          0.0207%     Actual/360     120       120        300          300
102    14144 Ventura Office Building                0.0207%     Actual/360     120       118          0            0
103    550-552 West 21st Street(32)                 0.0207%     Actual/360     120       120        360          360
104    Candlewood Suites, Harrisonburg              0.0307%     Actual/360     120       118        360          358
105    Whitney National Bank                        0.0307%     Actual/360      84        84        180          180
106    Walgreen's - Dallas, TX                      0.0207%     Actual/360     120       117          0            0
107    Town Center Self Storage                     0.0207%     Actual/360     120       117        360          360
108    Allen Town Center(29)                        0.0207%     Actual/360     120       118        360          360
109    Holiday Inn Express - Libertyville, IL       0.0307%     Actual/360     120       114        300          294
110    Staples - Golden, CO                         0.0207%     Actual/360     120       120        360          360
111    St Andrews Place                             0.0207%     Actual/360     120       116          0            0
112    Beacon Point Service Center                  0.0207%     Actual/360     120       118          0            0
113    Padonia Plaza                                0.0307%     Actual/360     120       117          0            0
114    Best Western Casa Villa Suites -             0.0207%     Actual/360     120       119        300          299
       Harlingen, TX
115    Borders Books & Music - Bowie                0.0307%     Actual/360     120       116        360          356
116    Willow Bend                                  0.0207%     Actual/360     120       117          0            0
117    796 Lexington Avenue                         0.0207%     Actual/360     120       118        360          358
118    Padre Commons Plaza                          0.0207%     Actual/360     120       120        360          360
119    Hampton Inn - Waycross, GA                   0.0907%     Actual/360     120       120        300          300
120    Starbucks Center South                       0.0207%     Actual/360     120       120        360          360
121    Bridgeport Apartments                        0.0207%     Actual/360     120       120        360          360
122    Burchwood                                    0.0307%     Actual/360     120       112        360          352
123    Jasper Mountain Highlands Shopping           0.0307%     Actual/360     120       118        360          360
       Center
124    Spokane Apartments                           0.0207%     Actual/360      60        59          0            0
124.01 North Cliff Terrace
124.02 Hart Terrace
125    Wood Dale Towne Center                       0.0307%     Actual/360     120       119        360          360
126    NJVC Building                                0.0207%     Actual/360     120       118        360          358
127    Holiday Inn Express - Livingston, TX         0.0307%     Actual/360     120       116        240          236
128    126 Chestnut Street                          0.0207%     Actual/360     120       118        360          360
129    Amcal Business Center                        0.0207%     Actual/360     120       119        360          359
130    Lost Creek Village                           0.0307%     Actual/360     120       118        360          360
131    Mainstay Suites - Clute, TX                  0.0207%     Actual/360     120       119        300          299
132    Georgia Center For Total Cancer Care         0.0207%     Actual/360     120       117        360          357
133    Town Fair Shopping Center                    0.0307%     Actual/360     120       117        360          360
134    Pioneer Square(29)                           0.0207%     Actual/360     120       115        360          355
135    Mansell Plaza                                0.0207%     Actual/360     120       118          0            0
136    Comfort Suites - Yulee, FL                   0.0507%     Actual/360     120       119        300          299
137    Stapleton Square                             0.0207%     Actual/360     120       107        420          407
138    County Inn - Mountainview, CA                0.0207%     Actual/360     120       116        360          356
139    Bluebonnet Crossing                          0.0307%     Actual/360     120       117        360          360
140    Fletcher Square Shopping Center              0.1307%     Actual/360     120       119        360          360
141    Shoppes of Crabapple                         0.0207%     Actual/360      60        59        360          360
142    Ridgeway Plaza                               0.0307%     Actual/360     120       117        360          357
143    EZ Storage Headquarters                      0.0307%     Actual/360     120       116        360          360
144    Office Depot - El Dorado, AR                 0.0207%     Actual/360     120       118        360          360
145    Brambleton Medical Center                    0.0907%     Actual/360     120       116        360          356
146    Office Depot - Palestine, TX                 0.0207%     Actual/360     120       118        360          360
147    The Continental Ranch Retail Center          0.0807%     Actual/360     120       118          0            0
148    State Street Retail                          0.0307%     Actual/360     120       117        360          360
149    Westbrook Office Park                        0.0207%     Actual/360     120       117        360          360
150    Days Inn Airport South - College Park,       0.0207%     Actual/360     120       118        300          298
       GA(28)
151    Towne Place                                  0.0307%     Actual/360     120       120        360          360
152    Cordes Professional Building                 0.0207%     Actual/360      60        58        360          360
153    Ashford Plaza Retail Center                  0.0207%     Actual/360     120       118        360          360
154    Muskegon Retail                              0.0807%     Actual/360     120       119        360          359
155    Grogan's Forest Retail Center                0.0207%     Actual/360     120       118        360          360
156    Sapphire Pointe                              0.0207%     Actual/360     120       116          0            0
157    Lofts at McIntire                            0.0307%     Actual/360     120       120        360          360
158    Sunset Medical Office Building               0.0307%     Actual/360     120       118        360          360
159    Richmond Street Studios                      0.0207%     Actual/360     120       117        360          357
160    Stamey Plaza                                 0.0207%     Actual/360     120       117        360          357
161    Shoppes at Greystone                         0.0207%     Actual/360     120       118        360          360


                                                                                            Remaining
                                                                                             Interest
                                                First                             Monthly      Only
                                               Payment    Maturity   Annual Debt    Debt      Period                ARD
ID     Property Name                            Date     Date or ARD Service(3)  Service(3) (mos.)(14) Lockbox(6) (Yes/No)
--     -------------------------------------- ---------- ----------- ----------- ---------- ---------- ---------- --------
1      Lincoln Square                         8/6/2007   7/6/2017     9,757,991   813,166      116     Hard         No
2      USFS Industrial Distribution
       Portfolio(15)(31)                      9/1/2007   8/1/2017    10,190,507   849,209      117     Hard         No
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box
       103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992 Forest
       Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North              8/6/2007   7/6/2017     8,241,599   686,800      116     Hard         Yes
4      85 Tenth Avenue                        7/1/2007   6/1/2017     4,327,055   360,588      115     Hard         No
5      130 Prince Street                      8/6/2007   7/6/2012     4,439,525   369,960       56     Hard         No
6      Georgian Towers                        4/1/2007   3/1/2012     3,610,661   300,888       52     Hard         No
7      1150 18th Street, NW                   10/1/2007  9/1/2017     3,750,709   312,559       58     None         No
8      Quality King(16)(34)                   1/1/2008   12/1/2017    3,265,479   272,123              Hard         No
9      2 Journal Square                       9/1/2007   8/1/2017     2,890,198   240,850              None         No
10     Seattle Space Needle                   6/6/2007   5/6/2017     2,436,351   203,029       54     None         No
11     CGM RRI Hotel Portfolio                11/1/2007  10/1/2017    2,722,716   226,893              Hard         No
11.01  Red Roof Inn Washington Downtown
11.02  Red Roof Inn Long Island
11.03  Red Roof Inn Miami Airport
11.04  Red Roof Inn Greater Washington
       Manassas
11.05  Red Roof Inn Ann Arbor University
       North
11.06  Red Roof Inn Fort Lauderdale
11.07  Red Roof Inn Tampa Brandon
11.08  Red Roof Inn Phoenix Chandler
11.09  Red Roof Inn Wilmington
11.10  Red Roof Inn Atlanta Druid Hills
11.11  Red Roof Inn BW Parkway
11.12  Red Roof Inn Tinton Falls
11.13  Red Roof Inn Baltimore North
       Timonium
11.14  Red Roof Inn Boston Northeast
       Saugus
11.15  Red Roof Inn Joliet
11.16  Red Roof Inn Chicago Naperville
11.17  Red Roof Inn Chicago Northbrook
11.18  Red Roof Inn Phoenix Airport
11.19  Red Roof Inn Louisville Airport
11.20  Red Roof Inn Phoenix Bell Road
11.21  Red Roof Inn Cleveland
       Independence
11.22  Red Roof Inn Erie
11.23  Red Roof Inn El Paso East
11.24  Red Roof Inn St Clairsville
11.25  Red Roof Inn Austin Round Rock
11.26  Red Roof Inn Knoxville West
11.27  Red Roof Inn Binghamton
11.28  Red Roof Inn Wilkes Barre
11.29  Red Roof Inn Pittsburgh Airport
11.30  Red Roof Inn Chicago Hoffman
       Estates
11.31  Red Roof Inn Enfield
11.32  Red Roof Inn West Springfield
11.33  Red Roof Inn Canton
11.34  Red Roof Inn Detroit Farmington
       Hills
11.35  Red Roof Inn Edison
11.36  Red Roof Inn Princeton North
11.37  Red Roof Inn Hickory
11.38  Red Roof Inn Asheville West
11.39  Red Roof Inn Richmond South
11.40  Red Roof Inn Columbus West
11.41  Red Roof Inn Greensboro Airport
11.42  Red Roof Inn Cincinnati Northeast
       Blue Ash
11.43  Red Roof Inn Johnson City
11.44  Red Roof Inn Detroit Troy
11.45  Red Roof Inn Cincinnati
       Sharonville(30)
11.46  Red Roof Inn West Monroe
11.47  Red Roof Inn Detroit Madison
       Heights
11.48  Red Roof Inn Kansas City Overland
       Park
11.49  Red Roof Inn Greenville
11.50  Red Roof Inn New London
11.51  Red Roof Inn Nashville South
11.52  Red Roof Inn Jamestown Falconer
12     Royale Retail Condominium              12/1/2007  11/1/2017    2,543,465   211,955       60     None         No
13     Great Escape Lodge(34)                 1/1/2008   12/1/2017    2,560,557   213,380              None         No
14     California Department Store
       Portfolio(21)                          12/1/2007  11/1/2017    2,072,277   172,690      120     None         No
14.01  Nordstrom - San Diego
14.02  Macy's - Pleasanton
14.03  Macy's - Laguna Hills
15     Copper Beech Townhomes -
       Statesboro, GA                         11/6/2007  10/6/2017    2,183,906   181,992       59     None         No
16     Serrano Highlands                      8/6/2007   7/6/2017     1,749,567   145,797      116     None         No
17     Town Center East Building 3            10/11/2007 9/11/2014    2,175,129   181,261              Hard         No
18     Spanish Ranch MHP                      10/1/2007  9/1/2017     1,860,892   155,074      118     Soft         No
19     Versar Center Office Building          9/1/2007   8/1/2017     2,104,781   175,398       45     Soft         No
20     Parkway Plaza                          8/6/2007   7/6/2017     1,910,396   159,200       56     Springing    No
21     The Clubs at Rhodes Ranch              7/6/2007   6/6/2017     1,416,687   118,057      115     None         No
22     Hotel deLuxe(34)                       1/1/2008   12/1/2017    1,786,398   148,866       24     None         No
23     Valley Freeway Center                  11/1/2007  10/1/2017    1,696,535   141,378       59     None         No
24     Chicago Bridge & Iron(33)              12/11/2007 11/11/2017   1,656,269   138,022              Hard         No
25     Creekwalk Village                      6/6/2007   5/6/2017     1,097,046    91,421      114     Hard         No
26     Arlington Center                       11/1/2007  10/1/2017    1,549,265   129,105       35     Hard         No
27     Wildwood Communities MHP               9/1/2007   8/1/2017     1,553,432   129,453       33     None         No
28     Mission West Millbrook                 10/1/2007  9/1/2017     1,414,232   117,853       58     Springing    No
29     Cypress Medical Center                 7/6/2007   6/6/2017     1,267,014   105,584       55     Springing    No
30     Mission Mill Creek                     5/1/2007   4/1/2017     1,291,976   107,665       53     Springing    No
31     Plantation Apartments                  10/1/2007  9/1/2017     1,395,359   116,280       22     None         No
32     Oklahoma Central Park                  8/6/2007   7/6/2017     1,248,006   104,000       32     Springing    No
33     Hampton Inn - Nashville                9/1/2007   8/1/2022     1,262,436   105,203       33     None         No
34     Olde Lancaster Town Center             7/6/2007   6/6/2017     1,106,837    92,236       31     Springing    No
35     Centre at Culpeper                     8/6/2007   7/6/2017       960,380    80,032      116     None         No
36     673 Brannan Street                     10/1/2007  9/1/2012     1,226,241   102,187       10     None         No
37     725 Concord Avenue Medical Office
       Building                               9/6/2007   3/6/2017       831,794    69,316      112     Springing    Yes
38     6620 18th Avenue Retail(34)            1/1/2008   12/1/2017    1,047,552    87,296       60     None         No
39     TN Office Portfolio - BGK              10/6/2007  9/6/2017       890,448    74,204       46     Springing    No
39.01  The Terraces
39.02  Estate Office Park
39.03  Pine Ridge
39.04  Crossroad Commons
40     Merrimac Plaza                         9/6/2007   8/6/2017       899,757    74,980       57     None         No
41     Inverness Business Center North        4/1/2007   3/1/2012       746,182    62,182       52     Soft         No
42     Foothills Commerce Center Buildings
       C, D & E                               11/1/2007  10/1/2017      840,680    70,057              None         No
43     Eastside Plaza 3 & 4                   10/11/2007 9/11/2014      814,739    67,895              Hard         No
44     Old National Town Center               12/11/2007 11/11/2017     722,358    60,197      120     None         No
45     Geneva Portfolio(17)                   8/1/2007   7/1/2017       843,751    70,313              None         No
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                10/1/2007  9/1/2017       477,154    39,763      118     None         No
47     509 212th Street                       12/1/2007  11/1/2017      267,405    22,284       36     None         No
48     Premier Landing                        11/11/2007 10/11/2017     798,395    66,533       59     None         No
49     555 South Woodward                     11/6/2007  10/6/2017      701,050    58,421              None         No
50     Hamilton Crossing                      10/11/2007 9/11/2017      734,499    61,208              None         No
51     Holiday Inn Express - Buckhead, GA     10/6/2007  9/6/2017       755,385    62,949              Springing    No
52     Boulder Ridge Apartments Phase
       II(26)                                 10/11/2007 9/11/2016      661,194    55,100       10     Springing    No
53     West Town Apartments                   7/6/2007   6/6/2017       629,778    52,482       55     Soft         No
54     Residence Inn - Livermore, CA          10/11/2007 9/11/2017      655,870    54,656              None         No
55     University Parkway                     9/1/2007   8/1/2017       657,081    54,757              None         No
56     Mammoth Professional Building          12/1/2007  11/1/2017      558,359    46,530      120     None         No
57     Walgreens Buckhead                     8/1/2007   7/1/2017       476,578    39,715      116     Hard         No
58     Holiday Inn Express Hotel & Suites -
       Deerfield                              9/1/2007   8/1/2017       628,531    52,378              Hard         No
59     Hoadly Marketplace                     9/6/2007   8/6/2017       615,102    51,258       33     None         No
60     Mountain Dream Center                  10/11/2007 9/11/2017      547,657    45,638      118     None         No
61     Eagle Electronics Office Building      9/6/2007   8/6/2017       594,464    49,539       57     Springing    No
62     Sable Chase at Sherwood                10/6/2007  9/6/2017       599,103    49,925       22     Springing    No
63     Maple Ridge Apartments II              12/1/2007  11/1/2017      596,028    49,669       12     None         No
64     6200 Seaforth Street                   9/6/2007   8/6/2017       583,636    48,636       33     Springing    No
65     Twin Lakes Shopping Center             9/1/2007   8/1/2017       557,283    46,440       21     None         No
66     Quioccasin Center Station              12/11/2007 11/11/2017     529,890    44,158              None         No
67     Fairmount Place Office                 10/11/2007 9/11/2017      511,478    42,623       58     None         No
68     Bala Apartments                        12/1/2007  11/1/2017      505,614    42,134       24     None         No
69     12621 Featherwood                      1/6/2007   12/6/2016      478,739    39,895       13     Springing    No
70     CT Beverage Mart Plaza                 10/11/2007 9/11/2017      486,618    40,552       34     None         No
71     University Suites                      7/1/2007   6/1/2017       463,645    38,637              None         No
72     Bent Tree Plaza I, II & III            10/1/2007  9/1/2012       493,537    41,128       10     None         No
73     Bel-Red Medical Dental Center(27)      11/11/2007 10/11/2017     431,731    35,978              None         No
74     Woodbridge Apartments                  8/6/2007   7/6/2017       357,396    29,783      116     None         No
75     Autumn Ridge Medical Center            12/1/2007  11/1/2017      437,474    36,456              Hard         Yes
76     Gadd Crossing                          8/11/2007  7/11/2017      338,708    28,226      116     None         No
77     Lodi City Center                       10/6/2007  9/6/2017       442,781    36,898       58     None         No
78     East Winchester                        9/11/2007  8/11/2017      361,821    30,152      117     None         No
79     Mammoth Encinitas West                 12/1/2007  11/1/2017      352,985    29,415      120     None         No
80     Airport Atrium Center                  9/6/2007   8/6/2017       375,689    31,307       33     Springing    No
81     Exton Office                           9/6/2007   8/6/2012       400,630    33,386       33     Springing    No
82     Walgreen's - Miami, FL                 9/6/2007   8/6/2017       329,595    27,466      117     None         No
83     Northdale Plaza                        11/1/2007  10/1/2017      404,098    33,675       35     None         No
84     53-83 Fourth Avenue                    5/6/2007   4/6/2017       374,654    31,221       53     None         No
85     Burgard Industrial Park                9/6/2007   8/6/2017       396,704    33,059              Springing    No
86     Wharton Mall(18)                       4/6/2007   3/6/2017       374,978    31,248              Springing    No
87     Aldo South Beach                       10/6/2007  9/6/2017       398,747    33,229              None         No
88     Jefferson Industrial Complex(19)       11/1/2007  10/1/2017      390,965    32,580              Soft         No
89     Broadway Lofts                         10/1/2007  9/1/2017       383,960    31,997       22     None         No
90     Kohl's Ground Lease - Forward          8/1/2007   7/1/2017       349,958    29,163              None         No
91     Candlewood Suites                      9/1/2007   8/1/2017       375,814    31,318       45     None         No
92     Capri Rialto Mobile Home Estates       12/1/2007  11/1/2017      390,756    32,563       60     None         No
93     Creative Children Learning Centers -
       Davie, FL(20)                          10/1/2007  9/1/2017       224,015    18,668       22     Springing    No
94     Creative Children Learning Centers -
       Tallahassee, FL                        10/1/2007  9/1/2017       130,026    10,836       22     Springing    No
95     San Gabriel Professional Center        8/6/2007   7/6/2017       373,845    31,154              None         No
96     Snoqualmie Ridge Phase IV Lot 2        11/11/2007 10/11/2017     373,108    31,092       11     None         No
97     Woodlands Shopping Center              9/1/2007   8/1/2017       362,217    30,185       21     Hard         No
98     Sleep Inn - Lexington, KY              6/1/2007   5/1/2017       361,251    30,104              Hard         No
99     The Metcalf Plaza / Target Center
       Shopping Centers                       10/1/2007  9/1/2017       342,833    28,569       22     None         No
100    Colony Commons I and II                7/11/2007  6/11/2017      269,984    22,499      115     None         No
101    Broadway Apartments                    12/11/2007 11/11/2017     375,172    31,264              None         No
102    14144 Ventura Office Building          10/11/2007 9/11/2017      291,087    24,257      118     None         No
103    550-552 West 21st Street(32)           12/1/2007  11/1/2017      340,252    28,354       60     Hard         No
104    Candlewood Suites, Harrisonburg        10/1/2007  9/1/2017       333,732    27,811              None         No
105    Whitney National Bank                  12/1/2007  11/1/2014      450,627    37,552              None         No
106    Walgreen's - Dallas, TX                9/6/2007   8/6/2017       261,235    21,770      117     None         No
107    Town Center Self Storage               9/11/2007  8/11/2017      318,007    26,501       57     None         No
108    Allen Town Center(29)                  10/11/2007 9/11/2017      323,217    26,935       22     None         No
109    Holiday Inn Express - Libertyville, IL 6/1/2007   5/1/2017       332,162    27,680              Hard         No
110    Staples - Golden, CO                   12/11/2007 11/11/2017     299,217    24,935       48     None         No
111    St Andrews Place                       8/6/2007   7/6/2017       239,415    19,951      116     None         No
112    Beacon Point Service Center            10/11/2007 9/11/2017      267,397    22,283      118     None         No
113    Padonia Plaza                          9/1/2007   8/1/2017       263,611    21,968      117     None         No
114    Best Western Casa Villa Suites -
       Harlingen, TX                          11/11/2007 10/11/2017     324,099    27,008              None         No
115    Borders Books & Music - Bowie          8/1/2007   7/1/2017       289,374    24,115              Springing    No
116    Willow Bend                            9/11/2007  8/11/2017      246,813    20,568      117     None         No
117    796 Lexington Avenue                   10/6/2007  9/6/2017       304,551    25,379              None         No
118    Padre Commons Plaza                    12/11/2007 11/11/2017     288,981    24,082              None         No
119    Hampton Inn - Waycross, GA             12/11/2007 11/11/2017     298,747    24,896              None         No
120    Starbucks Center South                 12/11/2007 11/11/2017     258,173    21,514              None         No
121    Bridgeport Apartments                  12/1/2007  11/1/2017      267,678    22,306       24     None         No
122    Burchwood                              4/1/2007   3/1/2017       253,752    21,146              None         No
123    Jasper Mountain Highlands Shopping
       Center                                 10/1/2007  9/1/2017       277,125    23,094       22     None         No
124    Spokane Apartments                     11/11/2007 10/11/2012     233,499    19,458       59     None         No
124.01 North Cliff Terrace
124.02 Hart Terrace
125    Wood Dale Towne Center                 11/1/2007  10/1/2017      256,447    21,371       59     None         No
126    NJVC Building                          10/11/2007 9/11/2017      262,549    21,879              Hard         No
127    Holiday Inn Express - Livingston, TX   8/1/2007   7/1/2017       301,979    25,165              Hard         No
128    126 Chestnut Street                    10/1/2007  9/1/2017       251,603    20,967       46     Soft         No
129    Amcal Business Center                  11/6/2007  10/6/2017      252,951    21,079              None         No
130    Lost Creek Village                     10/1/2007  9/1/2017       245,930    20,494       34     None         No
131    Mainstay Suites - Clute, TX            11/11/2007 10/11/2017     257,361    21,447              None         No
132    Georgia Center For Total Cancer Care   9/11/2007  8/11/2017      240,194    20,016              Soft         No
133    Town Fair Shopping Center              9/1/2007   8/1/2017       241,163    20,097       33     Soft         No
134    Pioneer Square(29)                     7/11/2007  6/11/2017      222,316    18,526              None         No
135    Mansell Plaza                          10/11/2007 9/11/2017      195,369    16,281      118     None         No
136    Comfort Suites - Yulee, FL             11/11/2007 10/11/2017     244,652    20,388              None         No
137    Stapleton Square                       11/11/2006 10/11/2016     205,752    17,146              None         No
138    County Inn - Mountainview, CA          8/6/2007   7/6/2017       222,054    18,505              Springing    No
139    Bluebonnet Crossing                    9/1/2007   8/1/2017       210,469    17,539       57     None         No
140    Fletcher Square Shopping Center        11/1/2007  10/1/2017      219,960    18,330       23     Hard         Yes
141    Shoppes of Crabapple                   11/11/2007 10/11/2012     206,820    17,235       11     None         No
142    Ridgeway Plaza                         9/1/2007   8/1/2017       190,124    15,844              None         No
143    EZ Storage Headquarters                8/1/2007   7/1/2017       182,785    15,232       56     None         No
144    Office Depot - El Dorado, AR           10/11/2007 9/11/2017      176,217    14,685       34     Hard         No
145    Brambleton Medical Center              8/6/2007   7/6/2017       166,823    13,902              Springing    No
146    Office Depot - Palestine, TX           10/11/2007 9/11/2017      173,753    14,479       34     Hard         No
147    The Continental Ranch Retail Center    10/1/2007  9/1/2017       140,479    11,707      118     None         No
148    State Street Retail                    9/1/2007   8/1/2017       151,744    12,645       57     None         No
149    Westbrook Office Park                  9/11/2007  8/11/2017      154,179    12,848       45     None         No
150    Days Inn Airport South - College
       Park, GA(28)                           10/11/2007 9/11/2017      170,355    14,196              None         No
151    Towne Place                            12/1/2007  11/1/2017      137,950    11,496              None         No
152    Cordes Professional Building           10/11/2007 9/11/2012      131,049    10,921       22     Springing    No
153    Ashford Plaza Retail Center            10/11/2007 9/11/2017      128,942    10,745       34     None         No
154    Muskegon Retail                        11/1/2007  10/1/2017      125,540    10,462              None         No
155    Grogan's Forest Retail Center          10/11/2007 9/11/2017      119,461     9,955       34     None         No
156    Sapphire Pointe                        8/11/2007  7/11/2017       83,997     7,000      116     None         No
157    Lofts at McIntire                      12/1/2007  11/1/2017      102,774     8,565              None         No
158    Sunset Medical Office Building         10/1/2007  9/1/2017        88,223     7,352       58     Springing    Yes
159    Richmond Street Studios                9/11/2007  8/11/2017       91,302     7,609              None         No
160    Stamey Plaza                           9/6/2007   8/6/2017        87,180     7,265              None         No
161    Shoppes at Greystone                   10/11/2007 9/11/2017       78,711     6,559       58     None         No


                                                      Crossed With Other Related   DSCR(3)(4)   Grace  Payment  Appraised
ID     Property Name                                        Loans        Borrower (7)(9)(8)(24) Period  Date    Value(11)
--     ---------------------------------------------- ------------------ -------- ------------- ------ ------- -----------
1      Lincoln Square                                         No                      1.30         0      6    357,000,000
2      USFS Industrial Distribution Portfolio(15)(31)         No                      1.60         0      1    629,855,000
2.01   15155 Northam Street(30)                                                                                 60,500,000
2.02   120 Longs Pond Road                                                                                      37,000,000
2.03   7004 East Hanna Avenue                                                                                   31,600,000
2.04   1685 West Cheyenne Avenue                                                                                31,000,000
2.05   7801 Statesville Road                                                                                    30,230,000
2.06   300 Lawrence Drive                                                                                       28,700,000
2.07   4550 West Buckeye Road                                                                                   27,820,000
2.08   8024 Telegraph Road                                                                                      26,400,000
2.09   10211 North IH 35                                                                                        26,100,000
2.10   7598 NW 6th Avenue                                                                                       25,000,000
2.11   11994 Livingston Road                                                                                    23,900,000
2.12   1500 NC Hwy 39                                                                                           22,350,000
2.13   28001 Napier Road                                                                                        18,000,000
2.14   11955 East Peakview Avenue                                                                               17,100,000
2.15   12301 Cumberland Road                                                                                    16,500,000
2.16   1899 N US Hwy 1                                                                                          15,500,000
2.17   222 Otrobando Avenue P.O. Box 103(30)                                                                    15,000,000
2.18   9605 54th Avenue North                                                                                   15,000,000
2.19   W137 N9245 Highway 45                                                                                    14,200,000
2.20   950 South Shiloh Road & 1992 Forest Lane                                                                 13,500,000
2.21   111 Alliant Drive                                                                                        13,200,000
2.22   40 Fort Lewis Boulevard                                                                                  11,800,000
2.23   755 Pierce Road                                                                                          11,800,000
2.24   8000 Bavaria Road                                                                                        11,050,000
2.25   10410 South 50th Place                                                                                   10,160,000
2.26   1 Quality Lane                                                                                            9,700,000
2.27   2850 Selma Highway                                                                                        9,190,000
2.28   5445 Spellmire Drive                                                                                      7,930,000
2.29   1350/1400 North 10th Street                                                                               7,425,000
2.30   1044/1045 Garden Street                                                                                   7,260,000
2.31   4601 32nd Avenue South                                                                                    7,075,000
2.32   5353 Nathan Lane North                                                                                    5,575,000
2.33   125 Gardenville Parkway West                                                                              5,300,000
2.34   6315 John J Pershing Drive                                                                                4,300,000
2.35   3500 Saratoga Avenue(30)                                                                                  3,850,000
2.36   333-340 North Claremont Avenue                                                                            3,600,000
2.37   2575 Virginia Avenue                                                                                      3,600,000
2.38   345 Kino Drive                                                                                            1,640,000
3      Charles River Plaza North                              No          Yes-A       1.33         0      6    397,300,000
4      85 Tenth Avenue                                        No                      1.28         5      1    445,000,000
5      130 Prince Street                                      No                      1.20         0      6    112,000,000
6      Georgian Towers                                        No                      1.83         0      1    226,700,000
7      1150 18th Street, NW                                   No                      1.03         5      1     65,200,000
8      Quality King(16)(34)                                   No                      1.23         0      1     61,100,000
9      2 Journal Square                                       No                      1.98         5      1     80,000,000
10     Seattle Space Needle                                   No                      2.39         0      6    114,000,000
11     CGM RRI Hotel Portfolio                                No                      1.33         0      1    427,300,000
11.01  Red Roof Inn Washington Downtown                                                                         44,400,000
11.02  Red Roof Inn Long Island                                                                                 32,700,000
11.03  Red Roof Inn Miami Airport                                                                               21,500,000
11.04  Red Roof Inn Greater Washington Manassas                                                                 12,300,000
11.05  Red Roof Inn Ann Arbor University North                                                                  12,300,000
11.06  Red Roof Inn Fort Lauderdale                                                                             10,700,000
11.07  Red Roof Inn Tampa Brandon                                                                               10,300,000
11.08  Red Roof Inn Phoenix Chandler                                                                            10,500,000
11.09  Red Roof Inn Wilmington                                                                                  10,400,000
11.10  Red Roof Inn Atlanta Druid Hills                                                                         10,400,000
11.11  Red Roof Inn BW Parkway                                                                                   9,800,000
11.12  Red Roof Inn Tinton Falls                                                                                10,200,000
11.13  Red Roof Inn Baltimore North Timonium                                                                    10,200,000
11.14  Red Roof Inn Boston Northeast Saugus                                                                     10,000,000
11.15  Red Roof Inn Joliet                                                                                       9,900,000
11.16  Red Roof Inn Chicago Naperville                                                                           9,200,000
11.17  Red Roof Inn Chicago Northbrook                                                                           9,300,000
11.18  Red Roof Inn Phoenix Airport                                                                              9,100,000
11.19  Red Roof Inn Louisville Airport                                                                           8,700,000
11.20  Red Roof Inn Phoenix Bell Road                                                                            8,200,000
11.21  Red Roof Inn Cleveland Independence                                                                       7,500,000
11.22  Red Roof Inn Erie                                                                                         7,200,000
11.23  Red Roof Inn El Paso East                                                                                 6,800,000
11.24  Red Roof Inn St Clairsville                                                                               6,600,000
11.25  Red Roof Inn Austin Round Rock                                                                            6,300,000
11.26  Red Roof Inn Knoxville West                                                                               6,200,000
11.27  Red Roof Inn Binghamton                                                                                   6,100,000
11.28  Red Roof Inn Wilkes Barre                                                                                 6,000,000
11.29  Red Roof Inn Pittsburgh Airport                                                                           5,900,000
11.30  Red Roof Inn Chicago Hoffman Estates                                                                      5,900,000
11.31  Red Roof Inn Enfield                                                                                      5,900,000
11.32  Red Roof Inn West Springfield                                                                             5,800,000
11.33  Red Roof Inn Canton                                                                                       5,700,000
11.34  Red Roof Inn Detroit Farmington Hills                                                                     5,500,000
11.35  Red Roof Inn Edison                                                                                       5,500,000
11.36  Red Roof Inn Princeton North                                                                              4,900,000
11.37  Red Roof Inn Hickory                                                                                      4,900,000
11.38  Red Roof Inn Asheville West                                                                               4,800,000
11.39  Red Roof Inn Richmond South                                                                               4,600,000
11.40  Red Roof Inn Columbus West                                                                                4,100,000
11.41  Red Roof Inn Greensboro Airport                                                                           4,100,000
11.42  Red Roof Inn Cincinnati Northeast Blue Ash                                                                3,800,000
11.43  Red Roof Inn Johnson City                                                                                 4,000,000
11.44  Red Roof Inn Detroit Troy                                                                                 3,700,000
11.45  Red Roof Inn Cincinnati Sharonville(30)                                                                   3,500,000
11.46  Red Roof Inn West Monroe                                                                                  3,500,000
11.47  Red Roof Inn Detroit Madison Heights                                                                      3,500,000
11.48  Red Roof Inn Kansas City Overland Park                                                                    3,500,000
11.49  Red Roof Inn Greenville                                                                                   3,200,000
11.50  Red Roof Inn New London                                                                                   3,000,000
11.51  Red Roof Inn Nashville South                                                                              2,900,000
11.52  Red Roof Inn Jamestown Falconer                                                                           2,300,000
12     Royale Retail Condominium                              No                      1.10         5      1     48,000,000
13     Great Escape Lodge(34)                                 No                      1.46         5      1     50,700,000
14     California Department Store Portfolio(21)              No                      1.27         0      1     43,970,000
14.01  Nordstrom - San Diego                                                                                    23,700,000
14.02  Macy's - Pleasanton                                                                                      15,800,000
14.03  Macy's - Laguna Hills                                                                                     4,470,000
15     Copper Beech Townhomes - Statesboro, GA                No                      1.16         0      6     39,000,000
16     Serrano Highlands                                      No          Yes-B       1.43         0      6     51,000,000
17     Town Center East Building 3                            No          Yes-E       1.16         0     11     37,900,000
18     Spanish Ranch MHP                                      No                      1.20         5      1     40,000,000
19     Versar Center Office Building                          No                      1.20         5      1     35,000,000
20     Parkway Plaza                                          No                      1.17         0      6     37,000,000
21     The Clubs at Rhodes Ranch                              No          Yes-B       1.25         0      6     38,200,000
22     Hotel deLuxe(34)                                       No                      1.38         5      1     26,100,000
23     Valley Freeway Center                                  No                      1.20         5      1     31,500,000
24     Chicago Bridge & Iron(33)                              No                      1.29         0     11     33,000,000
25     Creekwalk Village                                      No                      1.69         0      6     32,000,000
26     Arlington Center                                       No                      1.09         5      1     26,560,000
27     Wildwood Communities MHP                               No                      1.15         5      1     25,700,000
28     Mission West Millbrook                                 No          Yes-F       1.15         5      1     24,900,000
29     Cypress Medical Center                                 No                      1.21         0      6     25,850,000
30     Mission Mill Creek                                     No          Yes-F       1.15         5      1     22,500,000
31     Plantation Apartments                                  No                      1.23         5      1     22,980,000
32     Oklahoma Central Park                                  No          Yes-C       1.21         0      6     24,900,000
33     Hampton Inn - Nashville                                No                      1.52         5      1     34,000,000
34     Olde Lancaster Town Center                             No                      1.20         0      6     21,300,000
35     Centre at Culpeper                                     No                      1.25         0      6     19,770,000
36     673 Brannan Street                                     No                      1.27         5      1     32,040,000
37     725 Concord Avenue Medical Office Building             No          Yes-A       1.29         0      6     18,700,000
38     6620 18th Avenue Retail(34)                            No                      1.03         5      1     18,400,000
39     TN Office Portfolio - BGK                              No          Yes-C       1.20         0      6     15,920,000
39.01  The Terraces                                                                                              6,070,000
39.02  Estate Office Park                                                                                        4,200,000
39.03  Pine Ridge                                                                                                3,350,000
39.04  Crossroad Commons                                                                                         2,300,000
40     Merrimac Plaza                                         No                      1.16         0      6     18,990,000
41     Inverness Business Center North                        No                      1.32         5      1     15,500,000
42     Foothills Commerce Center Buildings C, D & E           No                      1.28        10      1     16,080,000
43     Eastside Plaza 3 & 4                                   No          Yes-E       1.15         0     11     14,400,000
44     Old National Town Center                               No          Yes-D       1.88         0     11     20,700,000
45     Geneva Portfolio(17)                                   No                      1.21         5      1     14,525,000
45.01  Greensboro                                                                                               10,600,000
45.02  Charlotte                                                                                                 1,600,000
45.03  Ringgold                                                                                                  1,500,000
45.04  Wilmington                                                                                                  825,000
46     770 & 780 Garden Street                         Yes - Yashouafar   Yes-J       1.10         5      1     10,000,000
47     509 212th Street                                Yes - Yashouafar   Yes-J       1.10         5      1      5,400,000
48     Premier Landing                                        No          Yes-I       1.31         0     11     16,400,000
49     555 South Woodward                                     No                      1.34         0      6     15,500,000
50     Hamilton Crossing                                      No          Yes-H       1.21         0     11     12,500,000
51     Holiday Inn Express - Buckhead, GA                     No                      1.29         0      6     12,675,000
52     Boulder Ridge Apartments Phase II(26)                  No                      1.20         0     11     11,550,000
53     West Town Apartments                                   No                      1.20         0      6     12,125,000
54     Residence Inn - Livermore, CA                          No                      1.43         0     11     11,250,000
55     University Parkway                                     No                      1.22         5      1     11,400,000
56     Mammoth Professional Building                          No          Yes-G       1.96         5      1     19,800,000
57     Walgreens Buckhead                                     No                      1.32         5      1     10,970,000
58     Holiday Inn Express Hotel & Suites - Deerfield         No                      1.34         5      1     10,600,000
59     Hoadly Marketplace                                     No                      1.15         0      6     11,200,000
60     Mountain Dream Center                                  No                      1.41         0     11     11,700,000
61     Eagle Electronics Office Building                      No                      1.22         0      6     11,100,000
62     Sable Chase at Sherwood                                No          Yes-C       1.20         0      6     10,400,000
63     Maple Ridge Apartments II                              No                      1.19         5      1     10,900,000
64     6200 Seaforth Street                                   No                      1.20         0      6     10,275,000
65     Twin Lakes Shopping Center                             No                      1.13         5      1      9,300,000
66     Quioccasin Center Station                              No                      1.16         0     11      9,500,000
67     Fairmount Place Office                                 No                      1.16         0     11     10,090,000
68     Bala Apartments                                        No          Yes-K       1.22         5      1      8,900,000
69     12621 Featherwood                                      No          Yes-C       1.22         0      6      9,600,000
70     CT Beverage Mart Plaza                                 No                      1.24         0     11     10,500,000
71     University Suites                                      No                      1.25         5      1      8,300,000
72     Bent Tree Plaza I, II & III                            No                      1.21         5      1      8,250,000
73     Bel-Red Medical Dental Center(27)                      No                      1.28         0     11      8,500,000
74     Woodbridge Apartments                                  No                      1.60         0      6     10,800,000
75     Autumn Ridge Medical Center                            No                      1.20         7      1      8,000,000
76     Gadd Crossing                                          No          Yes-D       1.52         0     11      8,200,000
77     Lodi City Center                                       No                      1.96         0      6     14,000,000
78     East Winchester                                        No          Yes-D       1.55         0     11      8,800,000
79     Mammoth Encinitas West                                 No          Yes-G       1.71         5      1     11,250,000
80     Airport Atrium Center                                  No          Yes-C       1.22         0      6      8,400,000
81     Exton Office                                           No                      1.30         0      6      8,400,000
82     Walgreen's - Miami, FL                                 No          Yes-L       1.32         0      6      7,500,000
83     Northdale Plaza                                        No                      1.26         7      1      7,600,000
84     53-83 Fourth Avenue                                    No          Yes-A       1.21         0      6      7,100,000
85     Burgard Industrial Park                                No                      1.20         0      6      7,100,000
86     Wharton Mall(18)                                       No                      1.15         0      6      7,000,000
87     Aldo South Beach                                       No                      1.19         0      6      8,100,000
88     Jefferson Industrial Complex(19)                       No                      1.20         0      1      8,970,000
89     Broadway Lofts                                         No                      1.20         5      1      6,825,000
90     Kohl's Ground Lease - Forward                          No                      1.27         5      1      7,250,000
91     Candlewood Suites                                      No                      1.40         7      1      7,400,000
92     Capri Rialto Mobile Home Estates                       No                      1.20         5      1      6,880,000
93     Creative Children Learning Centers - Davie,      Yes - Learning
         FL(20)                                          Center Cross     Yes-M       1.40         7      1      4,600,000
94     Creative Children Learning Centers -             Yes - Learning
         Tallahassee, FL                                 Center Cross     Yes-M       1.40         7      1      2,670,000
95     San Gabriel Professional Center                        No                      1.15         0      6      7,700,000
96     Snoqualmie Ridge Phase IV Lot 2                        No                      1.21         0     11      7,270,000
97     Woodlands Shopping Center                              No                      1.17         5      1      6,100,000
98     Sleep Inn - Lexington, KY                              No                      1.34         5      1      7,800,000
99     The Metcalf Plaza / Target Center Shopping
         Centers                                              No                      1.16         7      1      5,930,000
100    Colony Commons I and II                                No          Yes-D       1.57         0     11      7,100,000
101    Broadway Apartments                                    No                      1.19         0     11      6,100,000
102    14144 Ventura Office Building                          No                      2.54         0     11     13,000,000
103    550-552 West 21st Street(32)                           No                      1.20         5      1      7,300,000
104    Candlewood Suites, Harrisonburg                        No                      1.44         5      1      6,600,000
105    Whitney National Bank                                  No                      1.23         7      1      8,000,000
106    Walgreen's - Dallas, TX                                No          Yes-L       1.33         0      6      5,900,000
107    Town Center Self Storage                               No                      1.80         0     11      7,600,000
108    Allen Town Center(29)                                  No                      1.15         0     11      5,400,000
109    Holiday Inn Express - Libertyville, IL                 No                      1.92         0      1      7,000,000
110    Staples - Golden, CO                                   No                      1.20         0     11      5,500,000
111    St Andrews Place                                       No          Yes-D       1.46         0      6      6,000,000
112    Beacon Point Service Center                            No          Yes-D       1.55         0     11      6,500,000
113    Padonia Plaza                                          No                      1.65         7      1      6,650,000
114    Best Western Casa Villa Suites - Harlingen, TX         No                      1.65         0     11      5,720,000
115    Borders Books & Music - Bowie                          No                      1.28         5      1      5,850,000
116    Willow Bend                                            No          Yes-D       1.57         0     11      5,600,000
117    796 Lexington Avenue                                   No                      1.15         0      6      5,900,000
118    Padre Commons Plaza                                    No                      1.35         0     11      5,600,000
119    Hampton Inn - Waycross, GA                             No                      1.40         0     11      4,875,000
120    Starbucks Center South                                 No                      1.18         0     11      5,680,000
121    Bridgeport Apartments                                  No          Yes-K       1.25         5      1      5,200,000
122    Burchwood                                              No                      1.14         7      1      4,700,000
123    Jasper Mountain Highlands Shopping Center              No                      1.20         7      1      5,000,000
124    Spokane Apartments                                     No                      1.39         0     11      5,380,000
124.01 North Cliff Terrace                                                                                       2,990,000
124.02 Hart Terrace                                                                                              2,390,000
125    Wood Dale Towne Center                                 No                      1.41         7      1      5,730,000
126    NJVC Building                                          No                      1.15         0     11      4,350,000
127    Holiday Inn Express - Livingston, TX                   No                      1.33         0      1      4,600,000
128    126 Chestnut Street                                    No                      1.11         5      1      4,630,000
129    Amcal Business Center                                  No                      1.24         0      6      5,900,000
130    Lost Creek Village                                     No                      1.16         0      1      4,000,000
131    Mainstay Suites - Clute, TX                            No                      1.44         0     11      4,500,000
132    Georgia Center For Total Cancer Care                   No                      1.27         0     11      4,100,000
133    Town Fair Shopping Center                              No                      1.16         0      1      4,900,000
134    Pioneer Square(29)                                     No                      1.26         0     11      4,800,000
135    Mansell Plaza                                          No          Yes-D       1.63         0     11      4,800,000
136    Comfort Suites - Yulee, FL                             No                      1.54         0     11      4,700,000
137    Stapleton Square                                       No                      1.01         0     11      3,800,000
138    County Inn - Mountainview, CA                          No                      1.26         0      6      4,900,000
139    Bluebonnet Crossing                                    No          Yes-M       1.21         7      1      3,700,000
140    Fletcher Square Shopping Center                        No                      1.23         7      1      3,705,000
141    Shoppes of Crabapple                                   No          Yes-H       1.19         0     11      3,850,000
142    Ridgeway Plaza                                         No                      1.16         5      1      3,200,000
143    EZ Storage Headquarters                                No                      1.14         5      1      3,400,000
144    Office Depot - El Dorado, AR                           No          Yes-N       1.18         0     11      3,500,000
145    Brambleton Medical Center                              No                      1.20         0      6      3,100,000
146    Office Depot - Palestine, TX                           No          Yes-N       1.16         0     11      3,600,000
147    The Continental Ranch Retail Center                    No                      1.42         7      1      4,000,000
148    State Street Retail                                    No                      1.20         7      1      2,950,000
149    Westbrook Office Park                                  No                      1.27         0     11      2,830,000
150    Days Inn Airport South - College Park, GA(28)          No                      1.40         0     11      2,700,000
151    Towne Place                                            No                      1.29         5      1      2,700,000
152    Cordes Professional Building                           No                      1.20         0     11      2,370,000
153    Ashford Plaza Retail Center                            No          Yes-O       1.18         0     11      2,300,000
154    Muskegon Retail                                        No                      1.23         5      1      2,700,000
155    Grogan's Forest Retail Center                          No          Yes-O       1.18         0     11      2,060,000
156    Sapphire Pointe                                        No          Yes-D       1.77         0     11      2,300,000
157    Lofts at McIntire                                      No                      1.20         5      1      2,400,000
158    Sunset Medical Office Building                         No          Yes-M       1.25         7      1      1,600,000
159    Richmond Street Studios                                No                      1.31         0     11      1,750,000
160    Stamey Plaza                                           No                      1.43         0      6      2,200,000
161    Shoppes at Greystone                                   No          Yes-I       2.77         0     11      3,150,000


                                                                         LTV Ratio at
                                      Appraisal     Cut-Off Date LTV      Maturity/
ID     Property Name                  As-of Date Ratio(7)(8)(9)(10)(11) ARD(9)(10)(11)              Address
--     ------------------------------ ---------- ---------------------- -------------- ---------------------------------
1      Lincoln Square                  5/21/2007         61.60%             61.60%     555 11th Street, NW
2      USFS Industrial Distribution      Various         75.00%             75.00%
       Portfolio(15)(31)                                                               Various
2.01   15155 Northam Street(30)        5/30/2007                                       15155 Northam Street
2.02   120 Longs Pond Road             5/29/2007                                       120 Longs Pond Road
2.03   7004 East Hanna Avenue          5/21/2007                                       7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue       5/29/2007                                       1685 West Cheyenne Avenue
2.05   7801 Statesville Road           5/22/2007                                       7801 Statesville Road
2.06   300 Lawrence Drive              5/24/2007                                       300 Lawrence Drive
2.07   4550 West Buckeye Road          5/21/2007                                       4550 West Buckeye Road
2.08   8024 Telegraph Road             5/25/2007                                       8024 Telegraph Road
2.09   10211 North IH 35               5/21/2007                                       10211 North IH 35
2.10   7598 NW 6th Avenue              5/28/2007                                       7598 NW 6th Avenue
2.11   11994 Livingston Road           5/30/2007                                       11994 Livingston Road
2.12   1500 NC Hwy 39                  5/25/2007                                       1500 NC Hwy 39
2.13   28001 Napier Road               5/21/2007                                       28001 Napier Road
2.14   11955 East Peakview Avenue      5/21/2007                                       11955 East Peakview Avenue
2.15   12301 Cumberland Road           5/29/2007                                       12301 Cumberland Road
2.16   1899 N US Hwy 1                 5/25/2007                                       1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box   5/28/2007                                       222 Otrobando Avenue P.O. Box
       103(30)                                                                         103
2.18   9605 54th Avenue North          5/22/2007                                       9605 54th Avenue North
2.19   W137 N9245 Highway 45           5/23/2007                                       W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992    5/23/2007                                       950 South Shiloh Road & 1992
       Forest Lane                                                                     Forest Lane
2.21   111 Alliant Drive               5/24/2007                                       111 Alliant Drive
2.22   40 Fort Lewis Boulevard         5/26/2007                                       40 Fort Lewis Boulevard
2.23   755 Pierce Road                 5/21/2007                                       755 Pierce Road
2.24   8000 Bavaria Road               5/21/2007                                       8000 Bavaria Road
2.25   10410 South 50th Place          5/21/2007                                       10410 South 50th Place
2.26   1 Quality Lane                  5/24/2007                                       1 Quality Lane
2.27   2850 Selma Highway              5/30/2007                                       2850 Selma Highway
2.28   5445 Spellmire Drive            5/21/2007                                       5445 Spellmire Drive
2.29   1350/1400 North 10th Street     5/21/2007                                       1350/1400 North 10th Street
2.30   1044/1045 Garden Street         5/25/2007                                       1044/1045 Garden Street
2.31   4601 32nd Avenue South          5/23/2007                                       4601 32nd Avenue South
2.32   5353 Nathan Lane North          5/22/2007                                       5353 Nathan Lane North
2.33   125 Gardenville Parkway West    5/22/2007                                       125 Gardenville Parkway West
2.34   6315 John J Pershing Drive      5/25/2007                                       6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)        5/24/2007                                       3500 Saratoga Avenue
2.36   333-340 North Claremont Avenue  5/25/2007                                       333-340 North Claremont Avenue
2.37   2575 Virginia Avenue            5/21/2007                                       2575 Virginia Avenue
2.38   345 Kino Drive                  5/21/2007                                       345 Kino Drive
3      Charles River Plaza North       5/18/2007         73.00%             73.00%     185 Cambridge Street
4      85 Tenth Avenue                  4/1/2007         60.70%             60.70%     85 10th Avenue
5      130 Prince Street               6/13/2007         62.50%             62.50%     130 Prince Street
6      Georgian Towers                 2/28/2007         55.10%             55.10%     8750 Georgia Avenue
7      1150 18th Street, NW            7/10/2007         68.40%             64.60%     1150 18th Street, NW
8      Quality King(16)(34)             9/1/2007         65.90%             57.70%     35 Sawgrass Drive
9      2 Journal Square                7/12/2007         49.90%             42.50%     2 Journal Square
10     Seattle Space Needle            2/19/2007         43.40%             40.50%     400 Broad Street
11     CGM RRI Hotel Portfolio          7/1/2007         72.50%             62.90%     Various
11.01  Red Roof Inn Washington          7/1/2007
       Downtown                                                                        500 H Street Northwest
11.02  Red Roof Inn Long Island         7/1/2007                                       699 Dibblee Drive
11.03  Red Roof Inn Miami Airport       7/1/2007                                       3401 Northwest LeJeune Road
11.04  Red Roof Inn Greater             7/1/2007
       Washington Manassas                                                             10610 Automotive Drive
11.05  Red Roof Inn Ann Arbor           7/1/2007
       University North                                                                3621 Plymouth Road
11.06  Red Roof Inn Fort Lauderdale     7/1/2007                                       4800 Powerline Road
11.07  Red Roof Inn Tampa Brandon       7/1/2007                                       10121 Horace Avenue
11.08  Red Roof Inn Phoenix Chandler    7/1/2007                                       7400 West Boston Street
11.09  Red Roof Inn Wilmington          7/1/2007                                       415 Stanton Christiana Road
11.10  Red Roof Inn Atlanta Druid       7/1/2007
       Hills                                                                           1960 North Druid Hills Road NE
11.11  Red Roof Inn BW Parkway          7/1/2007                                       7306 Parkway Drive South
11.12  Red Roof Inn Tinton Falls        7/1/2007                                       11 Center Plaza
11.13  Red Roof Inn Baltimore North     7/1/2007
       Timonium                                                                        111 West Timonium Road
11.14  Red Roof Inn Boston Northeast    7/1/2007
       Saugus                                                                          920 Broadway
11.15  Red Roof Inn Joliet              7/1/2007                                       1750 McDonough Street
11.16  Red Roof Inn Chicago             7/1/2007
       Naperville                                                                      1698 West Diehl Road
11.17  Red Roof Inn Chicago             7/1/2007
       Northbrook                                                                      340 Waukegan Road
11.18  Red Roof Inn Phoenix Airport     7/1/2007                                       2135 West 15th Street
11.19  Red Roof Inn Louisville          7/1/2007
       Airport                                                                         4704 Preston Highway
11.20  Red Roof Inn Phoenix Bell Road   7/1/2007                                       17222 North Black Canyon
                                                                                       Freeway
11.21  Red Roof Inn Cleveland           7/1/2007
       Independence                                                                    6020 Quarry Lane
11.22  Red Roof Inn Erie                7/1/2007                                       7865 Perry Highway
11.23  Red Roof Inn El Paso East        7/1/2007                                       11400 Chito Samaniego Drive
11.24  Red Roof Inn St Clairsville      7/1/2007                                       68301 Red Roof Lane
11.25  Red Roof Inn Austin Round Rock   7/1/2007                                       1990 North I-35
11.26  Red Roof Inn Knoxville West      7/1/2007                                       209 Advantage Place
11.27  Red Roof Inn Binghamton          7/1/2007                                       590 Fairview Street
11.28  Red Roof Inn Wilkes Barre        7/1/2007                                       1035 Highway 315
11.29  Red Roof Inn Pittsburgh          7/1/2007
       Airport                                                                         6404 Steubenville Pike
11.30  Red Roof Inn Chicago Hoffman     7/1/2007
       Estates                                                                         2500 Hassell Road
11.31  Red Roof Inn Enfield             7/1/2007                                       5 Hazard Avenue
11.32  Red Roof Inn West Springfield    7/1/2007                                       1254 Riverdale Street
11.33  Red Roof Inn Canton              7/1/2007                                       5353 Inn Circle Court Northwest
11.34  Red Roof Inn Detroit             7/1/2007
       Farmington Hills                                                                24300 Sinacola Court
11.35  Red Roof Inn Edison              7/1/2007                                       860 New Durham Road
11.36  Red Roof Inn Princeton North     7/1/2007                                       208 New Road
11.37  Red Roof Inn Hickory             7/1/2007                                       1184 Lenoir Rhyne Boulevard
11.38  Red Roof Inn Asheville West      7/1/2007                                       16 Crowell Road
11.39  Red Roof Inn Richmond South      7/1/2007                                       4350 Commerce Road
11.40  Red Roof Inn Columbus West       7/1/2007                                       5001 Renner Road
11.41  Red Roof Inn Greensboro          7/1/2007
       Airport                                                                         615 South Regional Road
11.42  Red Roof Inn Cincinnati          7/1/2007
       Northeast Blue Ash                                                              5900 Pfeiffer Road
11.43  Red Roof Inn Johnson City        7/1/2007                                       210 Broyles Drive
11.44  Red Roof Inn Detroit Troy        7/1/2007                                       2350 Rochester Court
11.45  Red Roof Inn Cincinnati          7/1/2007
       Sharonville(30)                                                                 2301 East Sharon Road
11.46  Red Roof Inn West Monroe         7/1/2007                                       102 Constitution Drive
11.47  Red Roof Inn Detroit Madison     7/1/2007
       Heights                                                                         32511 Concord Drive
11.48  Red Roof Inn Kansas City         7/1/2007
       Overland Park                                                                   6800 West 108th Street
11.49  Red Roof Inn Greenville          7/1/2007                                       2801 Laurens Road
11.50  Red Roof Inn New London          7/1/2007                                       707 Colman Street
11.51  Red Roof Inn Nashville South     7/1/2007                                       4271 Sidco Drive
11.52  Red Roof Inn Jamestown           7/1/2007
       Falconer                                                                        1980 East Main Street
12     Royale Retail Condominium       6/29/2007         70.50%             66.30%     1066 Third Avenue
13     Great Escape Lodge(34)           9/1/2007         65.10%             56.30%     89 Six Flags Drive
14     California Department Store       Various         71.20%             71.20%
       Portfolio(21)                                                                   Various
14.01  Nordstrom - San Diego            8/9/2007                                       6997 Friars Road
14.02  Macy's - Pleasanton              8/8/2007                                       1300 Stoneridge Mall Road
14.03  Macy's - Laguna Hills            8/9/2007                                       24100 Laguna Hills Mall
15     Copper Beech Townhomes -         9/1/2007         79.50%             74.20%
       Statesboro, GA                                                                  1400 Statesboro Place Circle
16     Serrano Highlands               5/11/2007         58.80%             58.80%     25421 Alta Loma
17     Town Center East Building 3      9/1/2008         76.70%             69.90%     243 Israel Road SE
18     Spanish Ranch MHP               6/20/2007         67.00%             67.00%     28400 Granada Circle
19     Versar Center Office Building    6/4/2007         80.00%             74.10%     6800 & 6850 Versar Center
20     Parkway Plaza                    4/7/2007         73.80%             68.80%     520 Ed Noble Parkway
21     The Clubs at Rhodes Ranch       4/30/2007         62.80%             62.80%     8975 West Warm Springs Road
22     Hotel deLuxe(34)                8/10/2007         76.60%             66.70%     729 SW 15th Avenue
23     Valley Freeway Center           7/19/2007         63.50%             59.50%     7565, 7585, 7665 and 7685 South
                                                                                       Commercial Way
24     Chicago Bridge & Iron(33)       11/1/2008         65.20%             56.30%     1501 North Division Street
25     Creekwalk Village                4/8/2007         66.70%             66.70%     801 West 15th Street
26     Arlington Center                7/23/2007         78.60%             71.40%     4501 New York Avenue
27     Wildwood Communities MHP         7/9/2007         79.80%             72.80%     1 Birch Drive
28     Mission West Millbrook           7/3/2007         74.30%             69.70%     6200 Riese Drive
29     Cypress Medical Center           3/8/2007         70.20%             65.40%     9300 East 29th Street
30     Mission Mill Creek              2/26/2007         80.00%             74.80%     455 Arbor Place
31     Plantation Apartments           8/10/2007         73.10%             65.50%     211 Liberty Avenue
32     Oklahoma Central Park           2/22/2007         69.50%             62.80%     515-520 Lincoln Boulevard
33     Hampton Inn - Nashville         7/30/2007         48.50%             34.30%     310 Fourth Avenue South
34     Olde Lancaster Town Center       6/1/2007         75.10%             67.40%     15101 Lancaster Highway
35     Centre at Culpeper               9/1/2007         79.70%             79.70%     15131 - 15193 Montanus Drive
36     673 Brannan Street              4/18/2007         48.40%             46.40%     673 Brannan Street
37     725 Concord Avenue Medical       1/9/2007         78.30%             78.30%
       Office Building                                                                 725 Concord Avenue
38     6620 18th Avenue Retail(34)      5/1/2008         76.10%             71.50%     6620 18th Avenue
39     TN Office Portfolio - BGK         Various         77.30%             71.20%     Various
39.01  The Terraces                     5/8/2007                                       120 Market Place Drive
39.02  Estate Office Park               5/7/2007                                       962 Estate Drive
39.03  Pine Ridge                       5/8/2007                                       700 Illinois Avenue
39.04  Crossroad Commons                5/8/2007                                       9051 Executive Park Drive
40     Merrimac Plaza                   6/8/2007         64.50%             60.50%     180 - 190 Haverhill Street
41     Inverness Business Center      12/21/2006         77.40%             77.40%
       North                                                                           96-114 Inverness Circle East
42     Foothills Commerce Center        5/3/2007         69.60%             59.80%     1020, 1030 and 1040 Winding
       Buildings C, D & E                                                              Creek Road
43     Eastside Plaza 3 & 4             1/1/2008         75.60%             68.90%     1102 & 1300 Quince Street SE
44     Old National Town Center        9/13/2007         52.40%             52.40%     6175 Old National Highway
45     Geneva Portfolio(17)              Various         74.00%             57.80%     Various
45.01  Greensboro                       5/2/2007                                       8015 Piedmont Triad Parkway
45.02  Charlotte                        6/1/2007                                       1815 Starita Road
45.03  Ringgold                         5/9/2007                                       124 Gateway Drive
45.04  Wilmington                       5/4/2007                                       6725 Netherlands Drive
46     770 & 780 Garden Street         3/30/2007         69.40%             67.40%     770 & 780 Garden Street
47     509 212th Street                3/30/2007         69.40%             67.40%     509 212th Street
48     Premier Landing                 7/28/2007         63.70%             60.00%     253-390 Premier Boulevard
49     555 South Woodward              11/1/2006         64.50%             54.30%     555 South Old Woodward Avenue
50     Hamilton Crossing               6/26/2007         79.20%             67.80%     2725 Hamilton Mill Road
51     Holiday Inn Express -           7/12/2007         74.80%             65.30%
       Buckhead, GA                                                                    505 Pharr Road
52     Boulder Ridge Apartments        7/21/2007         79.70%             70.60%
       Phase II(26)                                                                    535 & 545 Boulder Drive
53     West Town Apartments             1/8/2007         74.20%             69.20%     734 Mesa Hills Drive
54     Residence Inn - Livermore, CA   7/13/2007         69.60%             57.90%     1000 Airway Boulevard
55     University Parkway              2/22/2007         77.00%             66.10%     2500 Daniels Bridge Road
56     Mammoth Professional Building    5/1/2007         43.90%             43.90%     28494 Westinghouse Place
57     Walgreens Buckhead              3/31/2007         77.50%             77.50%     3658 Roswell Road
58     Holiday Inn Express Hotel &      7/1/2007         79.10%             67.90%
       Suites - Deerfield                                                              2600 Lake Cook Road
59     Hoadly Marketplace              5/31/2007         74.30%             67.50%     6306-6356 Hoadly Road
60     Mountain Dream Center            6/5/2007         68.80%             68.80%     11105-11165 South Eastern
                                                                                       Avenue
61     Eagle Electronics Office        4/18/2007         72.10%             67.70%
       Building                                                                        4725-4755 Centennial Boulevard
62     Sable Chase at Sherwood         6/26/2007         76.90%             68.70%     1860 Boulevard de Province
63     Maple Ridge Apartments II       8/22/2007         72.00%             63.30%     344 Red Maple Drive
64     6200 Seaforth Street            6/20/2007         75.90%             69.10%     6200 Seaforth Street
65     Twin Lakes Shopping Center      7/14/2007         80.00%             71.50%     2120 - 2324 SW 336th Street
66     Quioccasin Center Station       6/25/2007         73.20%             63.00%     8910-8982 Quioccasin Road
67     Fairmount Place Office          6/18/2007         67.90%             63.80%     4001 North 3rd Street
68     Bala Apartments                 8/23/2007         76.40%             68.20%     4920 City Avenue
69     12621 Featherwood                8/4/2006         67.70%             60.30%     12621 Featherwood Drive
70     CT Beverage Mart Plaza           1/1/2008         61.90%             56.30%     955 Washington Street
71     University Suites               3/24/2007         78.00%             66.30%     23 Cat's Den Drive
72     Bent Tree Plaza I, II & III     7/19/2007         77.60%             74.20%     4950 Westgrove Drive, 16610
                                                                                       Dallas Parkway and 16660 Dallas
                                                                                       Parkway
73     Bel-Red Medical Dental           2/1/2008         71.70%             64.80%
       Center(27)                                                                      13033 Bellevue-Redmond Road
74     Woodbridge Apartments           5/24/2007         55.60%             55.60%     2700 Martin Drive
75     Autumn Ridge Medical Center     9/17/2007         74.70%             63.70%     5000 North 26th Street
76     Gadd Crossing                    3/7/2007         70.00%             70.00%     5510 Highway 153
77     Lodi City Center                7/16/2007         40.90%             38.60%     109 North School Street
78     East Winchester                 7/10/2007         63.10%             63.10%     746 East Winchester Street
79     Mammoth Encinitas West          6/22/2007         48.90%             48.90%     171 Saxony Road
80     Airport Atrium Center            4/3/2007         64.30%             57.70%     5007 South Howell Avenue
81     Exton Office                    4/27/2007         64.30%             62.90%     191 Sheree Boulevard
82     Walgreen's - Miami, FL           7/1/2007         72.00%             72.00%     15711 SW 152 Street
83     Northdale Plaza                  7/2/2007         61.80%             55.50%     13980, 14000 & 14040 Northdale
                                                                                       Boulevard
84     53-83 Fourth Avenue             2/16/2007         75.40%             70.20%     53-83 Fourth Avenue
85     Burgard Industrial Park         6/18/2007         74.20%             63.90%     9125 North Time Oil Road
86     Wharton Mall(18)                 1/1/2007         74.30%             63.40%     350 North Main Street
87     Aldo South Beach               12/12/2006         63.80%             55.20%     751 Collins Avenue
88     Jefferson Industrial             3/5/2007         57.10%             49.30%
       Complex(19)                                                                     347-377 East Jefferson Boulevard
89     Broadway Lofts                  6/18/2007         75.00%             67.00%     672 and 698 Broadway
90     Kohl's Ground Lease - Forward   10/1/2007         69.40%             58.40%     Highland Road
91     Candlewood Suites               5/11/2007         67.60%             62.60%     16530 Northcross Drive
92     Capri Rialto Mobile Home        6/28/2007         72.70%             68.70%
       Estates                                                                         200 West San Bernardino Avenue
93     Creative Children Learning      4/23/2007         68.80%             60.70%
       Centers - Davie, FL(20)                                                         1305 SW 101st Road
94     Creative Children Learning      4/19/2007         68.80%             60.70%
       Centers - Tallahassee, FL                                                       4390 Grove Park Drive
95     San Gabriel Professional        4/18/2007         64.90%             55.80%     334, 340, 416 West Las Tunas
       Center                                                                          Drive
96     Snoqualmie Ridge Phase IV Lot  10/24/2007         68.10%             59.70%
       2                                                                               7726 Center Boulevard SE
97     Woodlands Shopping Center       6/14/2007         79.50%             71.00%     13492 Research Boulevard
98     Sleep Inn - Lexington, KY       11/7/2006         59.80%             46.60%     1920 Plaudit Place
99     The Metcalf Plaza / Target      6/11/2007         77.90%             69.50%     7234-7254 & 7911 West 151st
       Center Shopping Centers                                                         Street
100    Colony Commons I and II         4/15/2007         65.00%             65.00%     2211 & 2251 FM 646
101    Broadway Apartments             5/10/2007         74.60%             59.10%     2309 West Broadway
102    14144 Ventura Office Building   7/17/2007         34.60%             34.60%     14144 Ventura Boulevard
103    550-552 West 21st Street(32)    7/26/2007         61.60%             58.00%     550-552 West 21st Street
104    Candlewood Suites,               6/8/2007         66.60%             57.40%
       Harrisonburg                                                                    1560 Country Club Road
105    Whitney National Bank           8/21/2007         53.80%             35.40%     2000 Ninety Eight Palms Boulevard
106    Walgreen's - Dallas, TX         6/13/2007         72.50%             72.50%     5001 Ross Avenue
107    Town Center Self Storage         7/7/2007         55.90%             52.60%     7701 40th Street
108    Allen Town Center(29)            7/9/2007         77.80%             69.90%     204-206 North Greenville Avenue
109    Holiday Inn Express -            1/9/2007         59.50%             46.90%
       Libertyville, IL                                                                77 West Buckley Road
110    Staples - Golden, CO             1/5/2008         75.50%             69.40%     16631 West Colfax Avenue
111    St Andrews Place                2/19/2007         68.50%             68.50%     2705 Old Fort Parkway
112    Beacon Point Service Center     4/18/2007         63.20%             63.20%     7700-7740 Service Center Drive
113    Padonia Plaza                   5/23/2007         60.20%             60.20%     22 West Padonia Road
114    Best Western Casa Villa          8/9/2007         69.80%             55.10%
       Suites - Harlingen, TX                                                          4317 South Expressway 83
115    Borders Books & Music - Bowie    5/8/2007         66.40%             57.00%     4420 Mitchellville Road
116    Willow Bend                      3/6/2007         69.00%             69.00%     508, 510, 512, 514, 516, 518, 520
                                                                                       & 524 South Willow Avenue
117    796 Lexington Avenue            7/25/2007         65.20%             56.80%     796 Lexington Avenue
118    Padre Commons Plaza             9/13/2007         68.00%             58.50%     1502 Airline Road, Buildings A &
                                                                                       B
119    Hampton Inn - Waycross, GA       9/7/2007         73.80%             58.60%     1720 Brunswick Highway 82
120    Starbucks Center South           2/1/2008         63.40%             53.70%     18012 West Valley Highway and
                                                                                       18016 71st Avenue South
121    Bridgeport Apartments           8/23/2007         69.20%             61.80%     330 West Third Street
122    Burchwood                        1/2/2007         76.00%             64.60%     324 Burchwood Bay Road
123    Jasper Mountain Highlands        7/2/2007         71.00%             64.00%
       Shopping Center                                                                 744 Noah Drive
124    Spokane Apartments               9/5/2007         65.10%             65.10%     Various
124.01 North Cliff Terrace              9/5/2007                                       840 West Cora Avenue
124.02 Hart Terrace                     9/5/2007                                       3308 East 11th Avenue
125    Wood Dale Towne Center           4/5/2007         61.10%             57.30%     359-391 Irving Park Road
126    NJVC Building                   7/16/2007         79.00%             68.20%     111 Manufacturers Drive
127    Holiday Inn Express -            4/1/2007         74.00%             49.50%
       Livingston, TX                                                                  120 South Point Lane
128    126 Chestnut Street             6/25/2007         71.30%             66.20%     126 Chestnut Street
129    Amcal Business Center           8/15/2007         55.60%             48.10%     30141 Agoura Road
130    Lost Creek Village              7/12/2007         70.50%             63.60%     1546 East Stacy Road
131    Mainstay Suites - Clute, TX      8/7/2007         71.00%             55.80%     1003 West Highway 332
132    Georgia Center For Total        4/27/2007         77.90%             67.00%
       Cancer Care                                                                     1000 Cowles Clinic Way
133    Town Fair Shopping Center        7/3/2007         64.30%             58.70%     39000-39150 State Street
134    Pioneer Square(29)               4/5/2007         64.30%             54.70%     4114 198th Street SW
135    Mansell Plaza                    6/1/2007         63.00%             63.00%     7855 North Point Parkway
136    Comfort Suites - Yulee, FL      7/27/2007         63.80%             50.40%     76043 Sidney Place
137    Stapleton Square                 9/6/2006         78.30%             70.80%     10515 & 10525 East 40th Avenue
138    County Inn - Mountainview, CA   4/18/2007         60.60%             52.10%     850 Leong Drive
139    Bluebonnet Crossing             4/18/2007         74.30%             69.10%     9618 Jefferson Highway (SR 73) &
                                                                                       4245 Bluebonnet Boulevard
140    Fletcher Square Shopping         7/2/2007         78.30%             70.10%
       Center                                                                          304 10th Street
141    Shoppes of Crabapple             8/6/2007         69.10%             66.10%     12330 Crabapple Road
142    Ridgeway Plaza                  5/15/2007         78.70%             67.80%     1580 Old Trolley Road
143    EZ Storage Headquarters         4/23/2007         71.30%             67.10%     8221 Snowden River Parkway
144    Office Depot - El Dorado, AR    6/22/2007         67.40%             61.40%     1601 North West Avenue
145    Brambleton Medical Center       5/17/2007         75.50%             64.10%     250 West Brambleton Avenue
146    Office Depot - Palestine, TX    6/20/2007         64.60%             58.80%     2117 South Loop 256
147    The Continental Ranch Retail     7/7/2007         56.30%             56.30%
       Center                                                                          8150 North Cortaro Road
148    State Street Retail             4/30/2007         72.90%             68.00%     2955 State Street
149    Westbrook Office Park            7/2/2007         74.20%             68.50%     8631 West Union Hills Drive
150    Days Inn Airport South -        6/19/2007         74.80%             59.80%
       College Park, GA(28)                                                            1540 Phoenix Boulevard
151    Towne Place                      8/9/2007         66.70%             57.50%     155 Towne Lake Parkway
152    Cordes Professional Building    7/27/2007         73.20%             70.80%     2655 Cordes Drive
153    Ashford Plaza Retail Center     6/29/2008         73.90%             67.40%     12545 Briar Forest Drive
154    Muskegon Retail                 8/15/2007         61.10%             52.60%     1720 East Sternberg Road
155    Grogan's Forest Retail Center   6/19/2007         76.50%             69.70%     25114 Grogan's Mill Road
156    Sapphire Pointe                 5/10/2007         59.40%             59.40%     1911 Southeast Washington Street
157    Lofts at McIntire                6/8/2007         56.50%             48.60%     510 McIntire Road
158    Sunset Medical Office Building  4/30/2007         78.10%             72.90%     601 Gadsden Highway
159    Richmond Street Studios         1/11/2008         68.40%             59.10%     117 Richmond Drive Southeast
160    Stamey Plaza                    6/13/2007         54.40%             46.40%     2702-2706 North Prospect Avenue
161    Shoppes at Greystone            7/10/2007         31.70%             30.00%     5403 US Highway 280


                                                                                 Zip
ID     Property Name               City             County               State   Code    Year Built Year Renovated
--     --------------------------- ---------------- -------------------- ------- ------- ---------- ----------------
1      Lincoln Square              Washington       District of Columbia DC      20004   2001
2      USFS Industrial             Various          Various              Various Various Various    Various
         Distribution
         Portfolio(15)(31)
2.01   15155 Northam Street(30)    La Mirada        Los Angeles          CA      90638   1995       2000, 2005
2.02   120 Longs Pond Road         Lexington        Lexington            SC      29072   1988       1992, 2004
2.03   7004 East Hanna Avenue      Tampa            Hillsborough         FL      33610   1989       2006
2.04   1685 West Cheyenne          North Las Vegas  Clark                NV      89032   1997
         Avenue
2.05   7801 Statesville Road       Charlotte        Mecklenburg          NC      28269   1992       1997
2.06   300 Lawrence Drive          Livermore        Alameda              CA      94551   1992       2002
2.07   4550 West Buckeye Road      Phoenix          Maricopa             AZ      85043   1989       1998
2.08   8024 Telegraph Road         Severn           Anne Arundel         MD      21144   1989       1998
2.09   10211 North IH 35           Oklahoma City    Oklahoma             OK      73131   1999       2007
2.10   7598 NW 6th Avenue          Boca Raton       Palm Beach           FL      33487   1993
2.11   11994 Livingston Road       Manassas         Prince William       VA      20109   1985       1995, 1998, 2007
2.12   1500 NC Hwy 39              Zebulon          Wake                 NC      27597   1996       2007
2.13   28001 Napier Road           Wixom            Oakland              MI      48393   1999
2.14   11955 East Peakview         Centennial       Arapahoe             CO      80111   1987       1998
         Avenue
2.15   12301 Cumberland Road       Fishers          Hamilton             IN      46038   1998
2.16   1899 N US Hwy 1             Ormond Beach     Volusia              FL      32174   1986-1998
2.17   222 Otrobando Avenue P.O.   Yantic           New London           CT      06389   1950,      1999
         Box 103(30)                                                                     1995
2.18   9605 54th Avenue North      Plymouth         Hennepin             MN      55442   1986
2.19   W137 N9245 Highway 45       Menomonee        Waukesha             WI      53051   1982       1988
                                   Falls
2.20   950 South Shiloh Road &     Garland          Dallas               TX      75042   1989       2007
         1992 Forest Lane
2.21   111 Alliant Drive           Houston          Harris               TX      77032   2001
2.22   40 Fort Lewis Boulevard     Salem            Salem                VA      24153   1972       2002
2.23   755 Pierce Road             Clifton Park     Saratoga             NY      12065   1986       1996
2.24   8000 Bavaria Road           Twinsburg        Summit               OH      44087   1991       2005
2.25   10410 South 50th Place      Phoenix          Maricopa             AZ      85044   1985
2.26   1 Quality Lane              Streator         Livingston           IL      61364   1978       1995
2.27   2850 Selma Highway          Montgomery       Montgomery           AL      36108   1965       1999
2.28   5445 Spellmire Drive        Cincinnati       Butler               OH      45246   1988
2.29   1350/1400 North 10th Street Paducah          McCraken             KY      42001   1976       1998
2.30   1044/1045 Garden Street     Greensburg       Westmoreland         PA      15601   1956       2006
2.31   4601 32nd Avenue South      Grand Forks      Grand Forks          ND      58201   1994       2004
2.32   5353 Nathan Lane North      Plymouth         Hennepin             MN      55442   1990       2007
2.33   125 Gardenville Parkway     Cheektowaga      Erie                 NY      14224   1970       1988, 1998
         West
2.34   6315 John J Pershing Drive  Omaha            Douglas              NE      68110   1990       2003
2.35   3500 Saratoga Avenue(30)    Bismarck         Burleigh             ND      58503   1996       2005, 2006
2.36   333-340 North Claremont     Chicago          Cook                 IL      60612   1960
         Avenue
2.37   2575 Virginia Avenue        Hurricane        Putnam               WV      25526   1969       1977, 1980,
                                                                                                    1981, 1988,
                                                                                                    1997-2001
2.38   345 Kino Drive              Tucson           Pima                 AZ      85719   1960       2001
3      Charles River Plaza North   Boston           Suffolk              MA      02114   2005
4      85 Tenth Avenue             New York         New York             NY      10011   1913       2002
5      130 Prince Street           New York         New York             NY      10012   1925       1989
6      Georgian Towers             Silver Spring    Montgomery           MD      20910   1968       2006
7      1150 18th Street, NW        Washington       District of Columbia DC      20036   1990       2004
8      Quality King(16)(34)        Bellport         Suffolk              NY      11713   2007
9      2 Journal Square            Jersey City      Hudson               NJ      07306   1987
10     Seattle Space Needle        Seattle          King                 WA      98109   1962       1982, 2000, 2007
11     CGM RRI Hotel Portfolio     Various          Various              Various Various Various    Various
11.01  Red Roof Inn Washington     Washington       District of Columbia DC      20001   1986       2006
         Downtown
11.02  Red Roof Inn Long Island    Westbury         Nassau               NY      11590   2002
11.03  Red Roof Inn Miami          Miami            Miami-Dade           FL      33134   1984       2005
         Airport
11.04  Red Roof Inn Greater        Manassas         Prince William       VA      20109   1988       2003
         Washington Manassas
11.05  Red Roof Inn Ann Arbor      Ann Arbor        Washtenaw            MI      48105   1980       2004
         University North
11.06  Red Roof Inn Fort           Fort Lauderdale  Broward              FL      33309   1989       2006
         Lauderdale
11.07  Red Roof Inn Tampa          Tampa            Hillsborough         FL      33619   1987       2004
         Brandon
11.08  Red Roof Inn Phoenix        Chandler         Maricopa             AZ      85226   1998       2006
         Chandler
11.09  Red Roof Inn Wilmington     Newark           New Castle           DE      19713   1988       2004
11.10  Red Roof Inn Atlanta Druid  Atlanta          DeKalb               GA      30329   1985       2005
         Hills
11.11  Red Roof Inn BW Parkway     Hanover          Anne Arundel         MD      21076   1984       2002
11.12  Red Roof Inn Tinton Falls   Tinton Falls     Monmouth             NJ      07724   1987       2005
11.13  Red Roof Inn Baltimore      Timonium         Baltimore            MD      21093   1991       2002
         North Timonium
11.14  Red Roof Inn Boston         Saugus           Essex                MA      01906   2002
         Northeast Saugus
11.15  Red Roof Inn Joliet         Joliet           Will                 IL      60436   1982       2005
11.16  Red Roof Inn Chicago        Naperville       DuPage               IL      60563   1989       2005
         Naperville
11.17  Red Roof Inn Chicago        Deerfield        Cook                 IL      60015   1988       2004
         Northbrook
11.18  Red Roof Inn Phoenix        Tempe            Maricopa             AZ      85281   1999       2006
         Airport
11.19  Red Roof Inn Louisville     Louisville       Jefferson            KY      40213   1985       2005
         Airport
11.20  Red Roof Inn Phoenix Bell   Phoenix          Maricopa             AZ      85053   1997       2006
         Road
11.21  Red Roof Inn Cleveland      Independence     Cuyahoga             OH      44131   1977       2002
         Independence
11.22  Red Roof Inn Erie           Erie             Erie                 PA      16509   1980       2005
11.23  Red Roof Inn El Paso East   El Paso          El Paso              TX      79936   1995
11.24  Red Roof Inn St Clairsville St Clairsville   Belmont              OH      43950   1983       2006
11.25  Red Roof Inn Austin Round   Round Rock       Williamson           TX      78681   1996
         Rock
11.26  Red Roof Inn Knoxville      Knoxville        Knox                 TN      37922   1987
         West
11.27  Red Roof Inn Binghamton     Johnson City     Broome               NY      13790   1989       2006
11.28  Red Roof Inn Wilkes Barre   Wilkes Barre     Luzerne              PA      18702   1986       2005
11.29  Red Roof Inn Pittsburgh     Pittsburgh       Allegheny            PA      15205   1977       2006
         Airport
11.30  Red Roof Inn Chicago        Hoffman Estates  Cook                 IL      60169   1989       2004
         Hoffman Estates
11.31  Red Roof Inn Enfield        Enfield          Hartford             CT      06082   1984       2005
11.32  Red Roof Inn West           West             Hampden              MA      01089   1988       2007
         Springfield               Springfield
11.33  Red Roof Inn Canton         North Canton     Stark                OH      44720   1975       2007
11.34  Red Roof Inn Detroit        Farmington       Oakland              MI      48335   1979       2004
         Farmington Hills          Hills
11.35  Red Roof Inn Edison         Edison           Middlesex            NJ      08817   1988       2007
11.36  Red Roof Inn Princeton      Monmouth         Middlesex            NJ      08852   1989       2004
         North                     Junction
11.37  Red Roof Inn Hickory        Hickory          Catawba              NC      28602   1986
11.38  Red Roof Inn Asheville      Asheville        Buncombe             NC      28806   1986
         West
11.39  Red Roof Inn Richmond       Richmond         Richmond City        VA      23234   1982       2006
         South
11.40  Red Roof Inn Columbus       Columbus         Franklin             OH      43228   1974       2005
         West
11.41  Red Roof Inn Greensboro     Greensboro       Guilford             NC      27409   1986
         Airport
11.42  Red Roof Inn Cincinnati     Blue Ash         Hamilton             OH      45242   1984       2006
         Northeast Blue Ash
11.43  Red Roof Inn Johnson City   Johnson City     Washington           TN      37601   1990       2003
11.44  Red Roof Inn Detroit Troy   Troy             Oakland              MI      48083   1975       2004
11.45  Red Roof Inn Cincinnati     Sharonville      Hamilton             OH      45241   1987       2007
         Sharonville(30)
11.46  Red Roof Inn West Monroe    West Monroe      Ouachita             LA      71292   1986
11.47  Red Roof Inn Detroit        Madison          Oakland              MI      48071   1982       2004
         Madison Heights           Heights
11.48  Red Roof Inn Kansas City    Overland Park    Johnson              KS      66211   1981
         Overland Park
11.49  Red Roof Inn Greenville     Greenville       Greenville           SC      29607   1983       2007
11.50  Red Roof Inn New London     New London       New London           CT      06320   1986       2005
11.51  Red Roof Inn Nashville      Nashville        Davidson             TN      37204   1986
         South
11.52  Red Roof Inn Jamestown      Falconer         Chautauqua           NY      14733   1987       2000
         Falconer
12     Royale Retail               New York         New York             NY      10065   1986
         Condominium
13     Great Escape Lodge(34)      Queensbury       Warren               NY      12804   2005
14     California Department Store Various          Various              CA      Various Various    Various
         Portfolio(21)
14.01  Nordstrom - San Diego       San Diego        San Diego            CA      92108   1969       1982, 1997
14.02  Macy's - Pleasanton         Pleasanton       Alameda              CA      94588   1981       1996, 1999
14.03  Macy's - Laguna Hills       Laguna Hills     Orange               CA      92653   1974       1999
15     Copper Beech Townhomes -    Statesboro       Bulloch              GA      30458   2007
         Statesboro, GA
16     Serrano Highlands           Lake Forest      Orange               CA      92630   1983
17     Town Center East Building   Tumwater         Thurston             WA      98501   2006
         3
18     Spanish Ranch MHP           Hayward          Alameda              CA      94544   1970
19     Versar Center Office        Springfield      Fairfax              VA      22151   1982,      2002
         Building                                                                        1987
20     Parkway Plaza               Norman           Cleveland            OK      73072   1996-1999
21     The Clubs at Rhodes Ranch   Las Vegas        Clark                NV      89148   2001
22     Hotel deLuxe(34)            Portland         Multnomah            OR      97205   1913       2006
23     Valley Freeway Center       Henderson        Clark                NV      89011   2000-2003
24     Chicago Bridge & Iron(33)   Plainfield       Will                 IL      60544   1958-1991  2007
25     Creekwalk Village           Plano            Collin               TX      75075   1994
26     Arlington Center            Arlington        Tarrant              TX      76018   2000
27     Wildwood Communities        Sandwich         La Salle             IL      60548   1977,
         MHP                                                                             1999-2006
28     Mission West Millbrook      Raleigh          Wake                 NC      27613   1982,      2004-2007
                                                                                         1985
29     Cypress Medical Center      Wichita          Sedgwick             KS      67226   2000-2003
30     Mission Mill Creek          Antioch          Davidson             TN      37013   1985
31     Plantation Apartments       Lafayette        Lafayette            LA      70508   1995       2006
32     Oklahoma Central Park       Oklahoma City    Oklahoma             OK      73105   1982-1984
33     Hampton Inn - Nashville     Nashville        Davidson             TN      37201   2007
34     Olde Lancaster Town         Charlotte        Mecklenburg          NC      28277   2007
         Center
35     Centre at Culpeper          Culpeper         Culpeper             VA      22701   2007
36     673 Brannan Street          San Francisco    San Francisco        CA      94107   2007
37     725 Concord Avenue          Cambridge        Middlesex            MA      02138   1983
         Medical Office Building
38     6620 18th Avenue            Brooklyn         Kings                NY      11204   1931       2007
         Retail(34)
39     TN Office Portfolio - BGK   Various          Various              TN      Various Various
39.01  The Terraces                Knoxville        Knox                 TN      37922   1987-1990
39.02  Estate Office Park          Memphis          Shelby               TN      38119   1982
39.03  Pine Ridge                  Oak Ridge        Anderson             TN      37830   1985
39.04  Crossroad Commons           Knoxville        Knox                 TN      37923   1980
40     Merrimac Plaza              Methuen          Essex                MA      01844   1970       1983
41     Inverness Business Center   Englewood        Arapahoe             CO      80112   1981
         North
42     Foothills Commerce Center   Roseville        Placer               CA      95678   2005
         Buildings C, D & E
43     Eastside Plaza 3 & 4        Olympia          Thurston             WA      98501   1983       2006
44     Old National Town Center    Atlanta          Fulton               GA      30349   2007
45     Geneva Portfolio(17)        Various          Various              Various Various Various    Various
45.01  Greensboro                  Greensboro       Guilford             NC      27409   1999       2005
45.02  Charlotte                   Charlotte        Mecklenburg          NC      28206   1987
45.03  Ringgold                    Ringgold         Catoosa              GA      30736   1991
45.04  Wilmington                  Wilmington       New Hanover          NC      28405   1990
46     770 & 780 Garden Street     Bronx            Bronx                NY      10460   1928
47     509 212th Street            New York         New York             NY      10034   1922
48     Premier Landing             Roanoke Rapids   Halifax              NC      27870   2003,
                                                                                         2006
49     555 South Woodward          Birmingham       Oakland              MI      48009   1974
50     Hamilton Crossing           Buford           Gwinnett             GA      30519   2006
51     Holiday Inn Express -       Atlanta          Fulton               GA      30305   1990       2004
         Buckhead, GA
52     Boulder Ridge Apartments    Duluth           Saint Louis          MN      55811   2007
         Phase II(26)
53     West Town Apartments        El Paso          El Paso              TX      79912   1973
54     Residence Inn - Livermore,  Livermore        Alameda              CA      94551   1989       2006
         CA
55     University Parkway          Athens           Oconee               GA      30606   2006
56     Mammoth Professional        Santa Clarita    Los Angeles          CA      91355   2002
         Building
57     Walgreens Buckhead          Atlanta          Fulton               GA      30342   2007
58     Holiday Inn Express Hotel   Riverwoods       Lake                 IL      60015   2001
         & Suites - Deerfield
59     Hoadly Marketplace          Manassas         Prince William       VA      20112   2005
60     Mountain Dream Center       Henderson        Clark                NV      89052   2003
61     Eagle Electronics Office    Colorado         El Paso              CO      80919   1998
         Building                  Springs
62     Sable Chase at Sherwood     Baton Rouge      East Baton Rouge     LA      70816   1973       2006
63     Maple Ridge Apartments II   Blacksburg       Montgomery           VA      24060   2007
64     6200 Seaforth Street        Baltimore        Baltimore City       MD      21224   1983
65     Twin Lakes Shopping         Federal Way      King                 WA      98023   1986-1989  2007
         Center
66     Quioccasin Center Station   Richmond         Henrico              VA      23229   1986
67     Fairmount Place Office      Phoenix          Maricopa             AZ      85012   1984       2002
68     Bala Apartments             Philadelphia     Philadelphia         PA      19131   1910-1963
69     12621 Featherwood           Houston          Harris               TX      77034   1983       1999
70     CT Beverage Mart Plaza      Middletown       Middlesex            CT      06457   1995       2007
71     University Suites           Cullowhee        Jackson              NC      28723   2005
72     Bent Tree Plaza I, II & III Dallas           Dallas               TX      75248   1979,
                                                                                         1982
73     Bel-Red Medical Dental      Bellevue         King                 WA      98005   2006
         Center(27)
74     Woodbridge Apartments       Bedford          Tarrant              TX      76021   1983
75     Autumn Ridge Medical        Lincoln          Lancaster            NE      68521   1997       2007
         Center
76     Gadd Crossing               Chattanooga      Hamilton             TN      37343   1989       2006
77     Lodi City Center            Lodi             San Joaquin          CA      95240   2001
78     East Winchester             Murray           Salt Lake City       UT      84107   1998
79     Mammoth Encinitas West      Encinitas        San Diego            CA      92024   2003
80     Airport Atrium Center       Milwaukee        Milwaukee            WI      53207   1989
81     Exton Office                Exton            Chester              PA      19341   2002
82     Walgreen's - Miami, FL      Miami            Miami-Dade           FL      33187   2007
83     Northdale Plaza             Hassan           Hennepin             MN      55374   2003 /
                                   Township                                              2005
84     53-83 Fourth Avenue         Needham          Norfolk              MA      02494   1962       1995
85     Burgard Industrial Park     Portland         Multnomah            OR      97203   1979
86     Wharton Mall(18)            Wharton          Morris               NJ      07885   1973       2000
87     Aldo South Beach            Miami Beach      Miami-Dade           FL      33139   1952       1997, 2006
88     Jefferson Industrial        Los Angeles      Los Angeles          CA      90011   1967 /
         Complex(19)                                                                     1978
89     Broadway Lofts              Macon            Bibb                 GA      31201   1930       2001
90     Kohl's Ground Lease -       White Lake       Oakland              MI      48383   2007
         Forward
91     Candlewood Suites           Huntersville     Mecklenberg          NC      28079   2001       2006
92     Capri Rialto Mobile Home    Rialto           San Bernardino       CA      92376   1978
         Estates
93     Creative Children Learning  Davie            Broward              FL      33324   2001 /
         Centers - Davie, FL(20)                                                         2003
94     Creative Children Learning  Tallahassee      Leon                 FL      32311   2004
         Centers - Tallahassee, FL
95     San Gabriel Professional    San Gabriel      Los Angeles          CA      91776   1952,      2007
         Center                                                                          1979
96     Snoqualmie Ridge Phase IV   Snoqualmie       King                 WA      98065   2007
         Lot 2
97     Woodlands Shopping          Austin           Williamson           TX      78750   1982       1995
         Center
98     Sleep Inn - Lexington, KY   Lexington        Fayette              KY      40509   1999
99     The Metcalf Plaza / Target  Overland Park    Johnson              KS      66223   2007
         Center Shopping Centers
100    Colony Commons I and II     League City      Galveston            TX      77573   2005
101    Broadway Apartments         Columbia         Boone                MO      65203   1967       2003-2006
102    14144 Ventura Office        Sherman Oaks     Los Angeles          CA      91423   1983
         Building
103    550-552 West 21st           New York         New York             NY      10011   1945       2007
         Street(32)
104    Candlewood Suites,          Harrisonburg     Harrisonburg City    VA      22802   2006
         Harrisonburg
105    Whitney National Bank       Destin           Okaloosa             FL      32541   2002
106    Walgreen's - Dallas, TX     Dallas           Dallas               TX      75206   2003
107    Town Center Self Storage    University Place Pierce               WA      98466   1999
108    Allen Town Center(29)       Allen            Collin               TX      75002   1985
109    Holiday Inn Express -       Libertyville     Lake                 IL      60048   1999       2003
         Libertyville, IL
110    Staples - Golden, CO        Golden           Jefferson            CO      80401   2007
111    St Andrews Place            Murfreesboro     Rutherford           TN      37128   2005
112    Beacon Point Service        West Chester     Butler               OH      45069   1989       2001
         Center
113    Padonia Plaza               Timonium         Baltimore            MD      21093   1979
114    Best Western Casa Villa     Harlingen        Cameron              TX      78550   2004       2005
         Suites - Harlingen, TX
115    Borders Books & Music -     Bowie            Prince George's      MD      20716   1996
         Bowie
116    Willow Bend                 Cookeville       Putnam               TN      38501   1984       2005-2006
117    796 Lexington Avenue        New York         New York             NY      10065   1910       1999
118    Padre Commons Plaza         Corpus Christi   Nueces               TX      78412   2005
119    Hampton Inn - Waycross,     Waycross         Ware                 GA      31501   1998       2003-2007
         GA
120    Starbucks Center South      Kent             King                 WA      98032   2007
121    Bridgeport Apartments       Bridgeport       Montgomery           PA      19405   1968       2002
122    Burchwood                   Hot Springs      Garland              AR      71913   1996
123    Jasper Mountain Highlands   Jasper           Pickens              GA      30143   2005
         Shopping Center
124    Spokane Apartments          Spokane          Spokane              WA      Various Various
124.01 North Cliff Terrace         Spokane          Spokane              WA      99205   1994
124.02 Hart Terrace                Spokane          Spokane              WA      99202   1991
125    Wood Dale Towne Center      Wood Dale        DuPage               IL      60191   1994
126    NJVC Building               Arnold           Jefferson            MO      63010   1998,      2007
                                                                                         2004
127    Holiday Inn Express -       Livingston       Polk                 TX      77351   1999
         Livingston, TX
128    126 Chestnut Street         Philadelphia     Philadelphia         PA      19106   1857       2006
129    Amcal Business Center       Agoura Hills     Los Angeles          CA      91301   1989       2004
130    Lost Creek Village          Allen            Collin               TX      75002   2004
131    Mainstay Suites - Clute, TX Clute            Brazoria             TX      77531   2000
132    Georgia Center For Total    Greensboro       Greene               GA      30642   2006
         Cancer Care
133    Town Fair Shopping Center   Fremont          Alameda              CA      94538   1973
134    Pioneer Square(29)          Lynnwood         Snohomish            WA      98036   1978
135    Mansell Plaza               Alpharetta       Fulton               GA      30022   1998
136    Comfort Suites - Yulee, FL  Yulee            Nassau               FL      32097   1999
137    Stapleton Square            Denver           Denver               CO      80239   1978       2000-2006
138    County Inn - Mountainview,  Mountain View    Santa Clara          CA      94043   1978
         CA
139    Bluebonnet Crossing         Baton Rouge      East Baton Rouge     LA      70809   2004
140    Fletcher Square Shopping    Dunbar           Kanawha              WV      25064   1950       2006
         Center
141    Shoppes of Crabapple        Roswell          Fulton               GA      30075   2006
142    Ridgeway Plaza              Summerville      Dorchester           SC      29485   1998
143    EZ Storage Headquarters     Columbia         Howard               MD      21045   2004
144    Office Depot - El Dorado,   El Dorado        Union                AR      71730   2000
         AR
145    Brambleton Medical Center   Norfolk          Norfolk City         VA      23510   1983       2000, 2006
146    Office Depot - Palestine,   Palestine        Anderson             TX      75801   1999
         TX
147    The Continental Ranch       Marana           Pima                 AZ      85743   2007
         Retail Center
148    State Street Retail         Salem            Mahoning             OH      44460   2003
149    Westbrook Office Park       Peoria           Maricopa             AZ      85382   2005
150    Days Inn Airport South -    College Park     Clayton              GA      30349   1996
         College Park, GA(28)
151    Towne Place                 Woodstock        Cherokee             GA      30188   1990
152    Cordes Professional         Sugar Land       Fort Bend            TX      77479   2005
         Building
153    Ashford Plaza Retail Center Houston          Harris               TX      77077   1998
154    Muskegon Retail             Fruitport        Muskegon             MI      49444   2006 /
                                   Township                                              2007
155    Grogan's Forest Retail      Spring           Montgomery           TX      77380   1998
         Center
156    Sapphire Pointe             Idabel           McCurtain            OK      74745   2005
157    Lofts at McIntire           Charlottesville  Charlottesville City VA      22902   2001       2002
158    Sunset Medical Office       Birmingham       Jefferson            AL      35235   1985
         Building
159    Richmond Street Studios     Albuquerque      Bernalillo           NM      87106   2006
160    Stamey Plaza                Champaign        Champaign            IL      61822   2006
161    Shoppes at Greystone        Hoover           Shelby               AL      35242   2006


                                                         Loan per
                                         Net               Net
                                      Rentable           Rentable
                                      Area SF/  Units of Area SF/ Prepayment Provisions (# of Third Most
ID     Property Name                  Units(13) Measure   Units        payments)(22)(23)      Recent NOI
--     ------------------------------ --------- -------- -------- --------------------------- ----------
1      Lincoln Square                   405,978 Sq. Ft.      542    L(28),D(88),O(4)
2      USFS Industrial Distribution
         Portfolio(15)(31)            9,042,097 Sq. Ft.       52    L(3),YM3(24),D(86),O(7)
2.01   15155 Northam Street(30)         436,739 Sq. Ft.
2.02   120 Longs Pond Road              504,627 Sq. Ft.
2.03   7004 East Hanna Avenue           336,634 Sq. Ft.
2.04   1685 West Cheyenne Avenue        307,790 Sq. Ft.
2.05   7801 Statesville Road            427,894 Sq. Ft.
2.06   300 Lawrence Drive               330,250 Sq. Ft.
2.07   4550 West Buckeye Road           313,900 Sq. Ft.
2.08   8024 Telegraph Road              346,271 Sq. Ft.
2.09   10211 North IH 35                321,769 Sq. Ft.
2.10   7598 NW 6th Avenue               172,200 Sq. Ft.
2.11   11994 Livingston Road            287,080 Sq. Ft.
2.12   1500 NC Hwy 39                   394,065 Sq. Ft.
2.13   28001 Napier Road                286,800 Sq. Ft.
2.14   11955 East Peakview Avenue       381,032 Sq. Ft.
2.15   12301 Cumberland Road            229,062 Sq. Ft.
2.16   1899 N US Hwy 1                  202,143 Sq. Ft.
2.17   222 Otrobando Avenue P.O. Box
         103(30)                        240,609 Sq. Ft.
2.18   9605 54th Avenue North           219,530 Sq. Ft.
2.19   W137 N9245 Highway 45            172,826 Sq. Ft.
2.20   950 South Shiloh Road & 1992
         Forest Lane                    357,370 Sq. Ft.
2.21   111 Alliant Drive                167,939 Sq. Ft.
2.22   40 Fort Lewis Boulevard          356,178 Sq. Ft.
2.23   755 Pierce Road                  150,000 Sq. Ft.
2.24   8000 Bavaria Road                167,575 Sq. Ft.
2.25   10410 South 50th Place            62,388 Sq. Ft.
2.26   1 Quality Lane                   155,100 Sq. Ft.
2.27   2850 Selma Highway               304,112 Sq. Ft.
2.28   5445 Spellmire Drive             203,958 Sq. Ft.
2.29   1350/1400 North 10th Street      155,994 Sq. Ft.
2.30   1044/1045 Garden Street          323,900 Sq. Ft.
2.31   4601 32nd Avenue South           119,220 Sq. Ft.
2.32   5353 Nathan Lane North            79,855 Sq. Ft.
2.33   125 Gardenville Parkway West     150,104 Sq. Ft.
2.34   6315 John J Pershing Drive       107,000 Sq. Ft.
2.35   3500 Saratoga Avenue(30)          65,800 Sq. Ft.
2.36   333-340 North Claremont Avenue    47,700 Sq. Ft.
2.37   2575 Virginia Avenue             137,337 Sq. Ft.
2.38   345 Kino Drive                    19,346 Sq. Ft.
3      Charles River Plaza North        354,594 Sq. Ft.      818    L(28),D(88),O(4)
4      85 Tenth Avenue                  601,548 Sq. Ft.      449    L(29),D(87),O(4)
5      130 Prince Street                 77,378 Sq. Ft.      905    L(28),DorYM1(28),O(4)
6      Georgian Towers                      890 Units    140,449    L(23),YM1(33),O(4)         5,254,153
7      1150 18th Street, NW             166,518 Sq. Ft.      282    L(26),YM2(90),O(4)         3,451,260
8      Quality King(16)(34)             571,408 Sq. Ft.       70    L(23),D(93),O(4)
9      2 Journal Square                 276,164 Sq. Ft.      144    L(27),D(89),O(4)           6,213,594
10     Seattle Space Needle              35,837 Sq. Ft.    1,381    L(30),YM1(86),O(4)         8,473,918
11     CGM RRI Hotel Portfolio            6,030 Rooms     51,375    L(25),DorYM1(91),O(4)     27,594,377
11.01  Red Roof Inn Washington
         Downtown                           196 Rooms                                          2,655,179
11.02  Red Roof Inn Long Island             163 Rooms                                          2,504,850
11.03  Red Roof Inn Miami Airport           200 Rooms                                          1,042,006
11.04  Red Roof Inn Greater
         Washington Manassas                119 Rooms                                          1,126,002
11.05  Red Roof Inn Ann Arbor
         University North                   108 Rooms                                            671,042
11.06  Red Roof Inn Fort Lauderdale         104 Rooms                                            525,672
11.07  Red Roof Inn Tampa Brandon           120 Rooms                                            938,694
11.08  Red Roof Inn Phoenix Chandler        131 Rooms                                            495,722
11.09  Red Roof Inn Wilmington              119 Rooms                                            727,766
11.10  Red Roof Inn Atlanta Druid
         Hills                              115 Rooms                                            562,520
11.11  Red Roof Inn BW Parkway              108 Rooms                                            862,778
11.12  Red Roof Inn Tinton Falls            119 Rooms                                            892,050
11.13  Red Roof Inn Baltimore North
         Timonium                           137 Rooms                                            812,221
11.14  Red Roof Inn Boston Northeast
         Saugus                             117 Rooms                                            500,190
11.15  Red Roof Inn Joliet                  108 Rooms                                            152,435
11.16  Red Roof Inn Chicago
         Naperville                         119 Rooms                                            379,488
11.17  Red Roof Inn Chicago
         Northbrook                         117 Rooms                                            256,864
11.18  Red Roof Inn Phoenix Airport         125 Rooms                                            301,416
11.19  Red Roof Inn Louisville
         Airport                            109 Rooms                                            324,080
11.20  Red Roof Inn Phoenix Bell Road       125 Rooms                                            583,667
11.21  Red Roof Inn Cleveland
         Independence                       108 Rooms                                            498,371
11.22  Red Roof Inn Erie                    110 Rooms                                            325,968
11.23  Red Roof Inn El Paso East            122 Rooms                                            667,665
11.24  Red Roof Inn St Clairsville          108 Rooms                                            488,078
11.25  Red Roof Inn Austin Round Rock       107 Rooms                                            365,813
11.26  Red Roof Inn Knoxville West          114 Rooms                                            407,491
11.27  Red Roof Inn Binghamton              107 Rooms                                            249,388
11.28  Red Roof Inn Wilkes Barre            115 Rooms                                            450,249
11.29  Red Roof Inn Pittsburgh
         Airport                            120 Rooms                                            197,587
11.30  Red Roof Inn Chicago Hoffman
         Estates                            119 Rooms                                            132,820
11.31  Red Roof Inn Enfield                 108 Rooms                                            429,926
11.32  Red Roof Inn West Springfield        111 Rooms                                            319,010
11.33  Red Roof Inn Canton                  108 Rooms                                            429,607
11.34  Red Roof Inn Detroit
         Farmington Hills                   108 Rooms                                            227,444
11.35  Red Roof Inn Edison                  133 Rooms                                            568,068
11.36  Red Roof Inn Princeton North         119 Rooms                                            324,979
11.37  Red Roof Inn Hickory                 108 Rooms                                            370,316
11.38  Red Roof Inn Asheville West          109 Rooms                                            430,427
11.39  Red Roof Inn Richmond South          114 Rooms                                            407,490
11.40  Red Roof Inn Columbus West            79 Rooms                                            365,297
11.41  Red Roof Inn Greensboro
         Airport                            112 Rooms                                            428,761
11.42  Red Roof Inn Cincinnati
         Northeast Blue Ash                 108 Rooms                                            310,348
11.43  Red Roof Inn Johnson City            115 Rooms                                            455,049
11.44  Red Roof Inn Detroit Troy            109 Rooms                                            213,671
11.45  Red Roof Inn Cincinnati
         Sharonville(30)                    108 Rooms                                            334,450
11.46  Red Roof Inn West Monroe              97 Rooms                                            412,147
11.47  Red Roof Inn Detroit Madison
         Heights                            108 Rooms                                            254,792
11.48  Red Roof Inn Kansas City
         Overland Park                      106 Rooms                                            229,207
11.49  Red Roof Inn Greenville              108 Rooms                                            249,813
11.50  Red Roof Inn New London              108 Rooms                                            255,055
11.51  Red Roof Inn Nashville South          85 Rooms                                            282,906
11.52  Red Roof Inn Jamestown
         Falconer                            80 Rooms                                            197,542
12     Royale Retail Condominium         40,500 Sq. Ft.      836    L(24),D(91),O(5)           2,412,640
13     Great Escape Lodge(34)               200 Rooms    165,000    L(23),D(93),O(4)
14     California Department Store
         Portfolio(21)                  560,919 Sq. Ft.       56    L(24),D(86),O(10)          3,120,755
14.01  Nordstrom - San Diego            225,919 Sq. Ft.                                        1,596,968
14.02  Macy's - Pleasanton              175,000 Sq. Ft.                                        1,175,148
14.03  Macy's - Laguna Hills            160,000 Sq. Ft.                                          348,639
15     Copper Beech Townhomes -
         Statesboro, GA                     246 Units    126,016    L(25),D(92),O(3)
16     Serrano Highlands                    240 Units    125,000    L(28),D(89),O(3)           2,490,618
17     Town Center East Building 3      147,559 Sq. Ft.      197    L(26),D(55),O(3)
18     Spanish Ranch MHP                    462 Pads      60,606    L(26),YM1(87),O(7)         2,260,858
19     Versar Center Office Building    217,396 Sq. Ft.      129    L(27),D(89),O(4)           2,199,165
20     Parkway Plaza                    262,624 Sq. Ft.      104    L(28),D(88),O(4)           2,500,485
21     The Clubs at Rhodes Ranch            270 Units     88,889    L(29),D(88),O(3)           1,684,191
22     Hotel deLuxe(34)                     130 Rooms    184,615    L(23),D(90),O(7)           1,338,729
23     Valley Freeway Center            228,123 Sq. Ft.       96    L(25),D(91),O(4)           1,675,110
24     Chicago Bridge & Iron(33)        176,025 Sq. Ft.      122    L(24),D(93),O(3)
25     Creekwalk Village                174,484 Sq. Ft.      122    L(30),D(87),O(3)           2,116,187
26     Arlington Center                 171,540 Sq. Ft.      122    L(25),D(91),O(4)
27     Wildwood Communities MHP             478 Pads      42,887    L(27),D(89),O(4)           1,417,336
28     Mission West Millbrook               368 Units     51,630    L(26),D(90),O(4)           1,374,688
29     Cypress Medical Center            76,458 Sq. Ft.      237    L(29),D(88),O(3)
30     Mission Mill Creek                   336 Units     53,571    L(31),D(85),O(4)           1,463,460
31     Plantation Apartments                222 Units     80,180    L(23),YM1(90),O(7)         1,194,444
32     Oklahoma Central Park            241,366 Sq. Ft.       72    L(28),YM1(89),O(3)         1,971,226
33     Hampton Inn - Nashville              154 Rooms    107,143    L(27),YM1(149),O(4)
34     Olde Lancaster Town Center        78,136 Sq. Ft.      205    L(29),D(88),O(3)
35     Centre at Culpeper                72,995 Sq. Ft.      216    L(28),D(89),O(3)
36     673 Brannan Street                    60 Units    258,333    L(26),D(30),O(4)
37     725 Concord Avenue Medical
         Office Building                 85,226 Sq. Ft.      172    L(27),D(84),O(4)           1,582,669
38     6620 18th Avenue Retail(34)       12,872 Sq. Ft.    1,088    L(23),D(93),O(4)
39     TN Office Portfolio - BGK        203,669 Sq. Ft.       60    L(26),YM1(91),O(3)         1,172,173
39.01  The Terraces                      69,633 Sq. Ft.                                          443,422
39.02  Estate Office Park                41,733 Sq. Ft.                                          319,051
39.03  Pine Ridge                        60,000 Sq. Ft.                                          256,956
39.04  Crossroad Commons                 32,303 Sq. Ft.                                          152,744
40     Merrimac Plaza                   116,964 Sq. Ft.      105    L(27),YM1(90),O(3)         1,000,365
41     Inverness Business Center
         North                          155,227 Sq. Ft.       77    L(24),YM1(12),O(24)          830,932
42     Foothills Commerce Center
         Buildings C, D & E             108,729 Sq. Ft.      103    L(36),YM1(81),O(3)            56,721
43     Eastside Plaza 3 & 4              70,859 Sq. Ft.      154    L(26),D(55),O(3)            -205,035
44     Old National Town Center          98,993 Sq. Ft.      110    L(24),D(92),O(4)
45     Geneva Portfolio(17)             142,636 Sq. Ft.       75    L(28),D(88),O(4)           1,113,707
45.01  Greensboro                        84,745 Sq. Ft.
45.02  Charlotte                         22,487 Sq. Ft.
45.03  Ringgold                          23,308 Sq. Ft.
45.04  Wilmington                        12,096 Sq. Ft.
46     770 & 780 Garden Street              111 Units     64,730    L(26),D(90),O(4)
47     509 212th Street                      51 Units     68,627    L(24),D(92),O(4)
48     Premier Landing                  126,447 Sq. Ft.       83    L(25),D(92),O(3)             551,718
49     555 South Woodward                84,836 Sq. Ft.      118    L(25),D(92),O(3)           1,191,824
50     Hamilton Crossing                 48,470 Sq. Ft.      204    L(26),D(91),O(3)
51     Holiday Inn Express -
         Buckhead, GA                        87 Rooms    109,036    L(26),D(91),O(3)             860,604
52     Boulder Ridge Apartments
         Phase II(26)                        94 Units     97,872    L(26),D(79),O(3)
53     West Town Apartments                 192 Units     46,875    L(29),D(87),O(4)             824,893
54     Residence Inn - Livermore, CA         96 Rooms     93,583    L(26),D(91),O(3)             594,914
55     University Parkway                64,933 Sq. Ft.      135    L(27),D(89),O(4)
56     Mammoth Professional Building     60,335 Sq. Ft.      144    L(24),YM1(83),O(13)        1,079,046
57     Walgreens Buckhead                15,717 Sq. Ft.      541    L(28),D(88),O(4)
58     Holiday Inn Express Hotel &
         Suites - Deerfield                 115 Rooms     72,865    L(27),D(89),O(4)             691,113
59     Hoadly Marketplace                47,904 Sq. Ft.      174    L(27),D(90),O(3)
60     Mountain Dream Center             41,038 Sq. Ft.      196    L(26),D(91),O(3)             628,242
61     Eagle Electronics Office
         Building                        79,867 Sq. Ft.      100    L(27),D(89),O(4)             841,209
62     Sable Chase at Sherwood              208 Units     38,462    L(26),YM1(91),O(3)           587,149
63     Maple Ridge Apartments II             97 Units     80,928    L(24),D(93),O(3)              79,593
64     6200 Seaforth Street              58,541 Sq. Ft.      133    L(27),D(90),O(3)             557,910
65     Twin Lakes Shopping Center        31,990 Sq. Ft.      233    L(27),D(89),O(4)             637,355
66     Quioccasin Center Station         76,653 Sq. Ft.       91    L(60),YM1(54),O(6)           585,525
67     Fairmount Place Office            77,169 Sq. Ft.       89    L(26),D(91),O(3)             779,101
68     Bala Apartments                      145 Units     46,897    L(24),YM1(92),O(4)           557,343
69     12621 Featherwood                 86,261 Sq. Ft.       75    L(35),YM1(82),O(3)           625,956
70     CT Beverage Mart Plaza            44,000 Sq. Ft.      148    L(26),D(91),O(3)             317,446
71     University Suites                     72 Units     89,862    L(29),D(87),O(4)
72     Bent Tree Plaza I, II & III       80,606 Sq. Ft.       79    L(26),D(30),O(4)             511,463
73     Bel-Red Medical Dental
         Center(27)                      25,898 Sq. Ft.      235    L(36),D(81),O(3)
74     Woodbridge Apartments                272 Units     22,059    L(28),D(89),O(3)             686,707
75     Autumn Ridge Medical Center       36,424 Sq. Ft.      164    L(24),D(93),O(3)
76     Gadd Crossing                     74,347 Sq. Ft.       77    L(28),D(88),O(4)             185,458
77     Lodi City Center                  49,571 Sq. Ft.      116    L(26),D(91),O(3)             999,270
78     East Winchester                   45,289 Sq. Ft.      123    L(27),D(89),O(4)             467,904
79     Mammoth Encinitas West            30,694 Sq. Ft.      179    L(24),YM1(83),O(13)          677,647
80     Airport Atrium Center             59,791 Sq. Ft.       90    L(27),YM1(90),O(3)           526,702
81     Exton Office                      40,579 Sq. Ft.      133    L(23),YM1(34),O(3)           240,764
82     Walgreen's - Miami, FL            14,820 Sq. Ft.      364    L(27),D(90),O(3)
83     Northdale Plaza                   35,774 Sq. Ft.      151    YM1(116),O(4)                280,193
84     53-83 Fourth Avenue               53,775 Sq. Ft.       99    L(31),D(85),O(4)             384,431
85     Burgard Industrial Park          100,000 Sq. Ft.       53    L(27),YM1(90),O(3)           524,440
86     Wharton Mall(18)                  45,207 Sq. Ft.      115    L(32),D(85),O(3)             561,631
87     Aldo South Beach                   4,240 Sq. Ft.    1,219    L(26),D(91),O(3)
88     Jefferson Industrial
         Complex(19)                     64,500 Sq. Ft.       79    YM1(116),O(4)                381,571
89     Broadway Lofts                        89 Units     57,506    L(26),D(90),O(4)             569,727
90     Kohl's Ground Lease - Forward     88,800 Sq. Ft.       57    L(28),D(88),O(4)
91     Candlewood Suites                     75 Rooms     66,667    L(27),D(89),O(4)             531,032
92     Capri Rialto Mobile Home
         Estates                            137 Pads      36,496    L(24),D(92),O(4)             419,867
93     Creative Children Learning
         Centers - Davie, FL(20)         16,554 Sq. Ft.      191    L(26),D(91),O(3)             305,995
94     Creative Children Learning
         Centers - Tallahassee, FL        9,600 Sq. Ft.      191    L(26),D(91),O(3)             177,610
95     San Gabriel Professional
         Center                          29,068 Sq. Ft.      172    L(28),D(89),O(3)             356,581
96     Snoqualmie Ridge Phase IV Lot
         2                               17,527 Sq. Ft.      282    L(25),D(92),O(3)
97     Woodlands Shopping Center         32,095 Sq. Ft.      151    L(27),D(87),O(6)             440,221
98     Sleep Inn - Lexington, KY            108 Rooms     43,162    L(30),D(86),O(4)             548,167
99     The Metcalf Plaza / Target
         Center Shopping Centers         19,895 Sq. Ft.      232    YM1(116),O(4)
100    Colony Commons I and II           29,980 Sq. Ft.      154    L(29),D(87),O(4)
101    Broadway Apartments                  136 Units     33,456    L(24),D(93),O(3)             476,385
102    14144 Ventura Office Building     48,172 Sq. Ft.       93    L(26),D(91),O(3)             631,112
103    550-552 West 21st Street(32)       6,425 Sq. Ft.      700    L(24),D(92),O(4)
104    Candlewood Suites,
         Harrisonburg                        83 Rooms     52,926    L(26),D(90),O(4)
105    Whitney National Bank             30,307 Sq. Ft.      142    L(24),D(56),O(4)             572,382
106    Walgreen's - Dallas, TX           13,650 Sq. Ft.      314    L(27),D(90),O(3)
107    Town Center Self Storage          62,997 Sq. Ft.       67    L(27),D(90),O(3)             483,142
108    Allen Town Center(29)             41,987 Sq. Ft.      100    L(26),D(91),O(3)             393,249
109    Holiday Inn Express -
         Libertyville, IL                    73 Rooms     57,088    L(30),D(86),O(4)             442,243
110    Staples - Golden, CO              20,390 Sq. Ft.      204    L(24),D(93),O(3)
111    St Andrews Place                  25,200 Sq. Ft.      163    L(28),D(89),O(3)
112    Beacon Point Service Center      102,575 Sq. Ft.       40    L(26),D(90),O(4)             362,708
113    Padonia Plaza                     54,242 Sq. Ft.       74    L(27),D(89),O(4)             374,098
114    Best Western Casa Villa
         Suites - Harlingen, TX              67 Rooms     59,633    L(25),D(92),O(3)              61,875
115    Borders Books & Music - Bowie     25,125 Sq. Ft.      155    L(28),D(88),O(4)
116    Willow Bend                       54,567 Sq. Ft.       71    L(27),D(89),O(4)             377,354
117    796 Lexington Avenue               5,109 Sq. Ft.      752    L(26),D(91),O(3)
118    Padre Commons Plaza               19,875 Sq. Ft.      192    L(60),YM1(57),O(3)
119    Hampton Inn - Waycross, GA            70 Rooms     51,429    L(24),D(93),O(3)             331,182
120    Starbucks Center South            12,697 Sq. Ft.      284    L(24),D(93),O(3)
121    Bridgeport Apartments                138 Units     26,087    L(24),YM1(92),O(4)           352,850
122    Burchwood                             72 Units     49,621    L(32),D(84),O(4)             222,635
123    Jasper Mountain Highlands
         Shopping Center                 27,122 Sq. Ft.      131    L(26),D(90),O(4)
124    Spokane Apartments                   159 Units     22,013    L(25),D(32),O(3)             252,057
124.01 North Cliff Terrace                   87 Units                                            127,185
124.02 Hart Terrace                          72 Units                                            124,873
125    Wood Dale Towne Center            18,387 Sq. Ft.      190    L(25),D(92),O(3)             400,025
126    NJVC Building                     62,500 Sq. Ft.       55    L(26),D(91),O(3)
127    Holiday Inn Express -
         Livingston, TX                      60 Rooms     56,715    L(28),D(88),O(4)             461,873
128    126 Chestnut Street               14,905 Sq. Ft.      221    L(26),D(90),O(4)             122,357
129    Amcal Business Center             26,297 Sq. Ft.      125    L(25),D(92),O(3)             212,909
130    Lost Creek Village                17,801 Sq. Ft.      180    YM1(117),O(3)                -16,116
131    Mainstay Suites - Clute, TX           52 Rooms     61,409    L(25),D(92),O(3)             388,987
132    Georgia Center For Total
         Cancer Care                     11,121 Sq. Ft.      287    L(60),YM1(57),O(3)
133    Town Fair Shopping Center         22,007 Sq. Ft.      143    YM1(116),O(4)                278,156
134    Pioneer Square(29)                25,197 Sq. Ft.      122    L(29),D(88),O(3)             250,344
135    Mansell Plaza                     18,575 Sq. Ft.      163    L(26),D(90),O(4)             368,634
136    Comfort Suites - Yulee, FL            59 Rooms     50,790    L(25),D(92),O(3)             430,647
137    Stapleton Square                  64,594 Sq. Ft.       46    L(60),YM1(57),O(3)           215,540
138    County Inn - Mountainview, CA         53 Rooms     55,989    L(28),D(89),O(3)             212,162
139    Bluebonnet Crossing               14,430 Sq. Ft.      204    L(27),YM1(90),O(3)
140    Fletcher Square Shopping
         Center                          51,263 Sq. Ft.       57    L(25),D(91),O(4)             204,351
141    Shoppes of Crabapple               8,362 Sq. Ft.      318    L(12),YM1(45),O(3)
142    Ridgeway Plaza                    19,700 Sq. Ft.      128    L(27),D(89),O(4)             208,481
143    EZ Storage Headquarters           12,650 Sq. Ft.      192    L(28),YM1(88),O(4)           201,893
144    Office Depot - El Dorado, AR      25,047 Sq. Ft.       94    L(26),D(91),O(3)
145    Brambleton Medical Center         17,329 Sq. Ft.      135    L(28),D(89),O(3)             260,059
146    Office Depot - Palestine, TX      25,019 Sq. Ft.       93    L(26),D(91),O(3)
147    The Continental Ranch Retail
         Center                           7,490 Sq. Ft.      300    L(26),D(91),O(3)
148    State Street Retail               16,002 Sq. Ft.      134    L(27),D(90),O(3)             195,730
149    Westbrook Office Park             10,028 Sq. Ft.      209    L(27),D(90),O(3)
150    Days Inn Airport South -
         College Park, GA(28)                49 Rooms     41,231    L(26),D(91),O(3)             271,923
151    Towne Place                       28,000 Sq. Ft.       64    L(24),D(92),O(4)             180,472
152    Cordes Professional Building       8,987 Sq. Ft.      193    L(36),YM1(21),O(3)
153    Ashford Plaza Retail Center        9,600 Sq. Ft.      177    L(60),YM1(57),O(3)           170,003
154    Muskegon Retail                   12,000 Sq. Ft.      137    L(25),D(92),O(3)
155    Grogan's Forest Retail Center      7,098 Sq. Ft.      222    L(60),YM1(57),O(3)
156    Sapphire Pointe                   19,515 Sq. Ft.       70    L(28),D(88),O(4)
157    Lofts at McIntire                     20 Units     67,750    L(24),D(92),O(4)             129,668
158    Sunset Medical Office Building     8,442 Sq. Ft.      148    L(26),D(91),O(3)             136,014
159    Richmond Street Studios            8,042 Sq. Ft.      149    L(27),D(90),O(3)
160    Stamey Plaza                       4,850 Sq. Ft.      247    L(27),D(90),O(3)
161    Shoppes at Greystone               9,750 Sq. Ft.      103    L(26),D(91),O(3)


                                                         Third Most             Second Most
                                                         Recent NOI Second Most Recent NOI  Most Recent Most Recent NOI
ID     Property Name                                        Date    Recent NOI     Date         NOI          Date
--     ------------------------------------------------- ---------- ----------- ----------- ----------- ---------------
1      Lincoln Square                                               17,360,364  12/31/2006  16,069,067  Ann. 4/30/2007
2      USFS Industrial Distribution Portfolio(15)(31)
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box 103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992 Forest Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North                                    19,857,130  12/31/2006  20,018,000  Ann. 3/31/2007
4      85 Tenth Avenue                                              16,220,086  12/31/2006  17,269,916   T-12 3/1/2007
5      130 Prince Street                                             4,091,264  12/31/2006   5,221,888  Ann. 3/31/2007
6      Georgian Towers                                   12/31/2005  5,706,522  12/31/2006
7      1150 18th Street, NW                              12/31/2005  4,388,772  12/31/2006   4,967,440  T-12 7/31/2007
8      Quality King(16)(34)
9      2 Journal Square                                  12/31/2005  5,774,679  12/31/2006   6,449,346  Ann. 4/30/2007
10     Seattle Space Needle                              12/31/2005  9,213,170  12/31/2006   8,787,586  T-12 7/31/2007
11     CGM RRI Hotel Portfolio                           12/31/2005 32,646,265  12/31/2006  34,174,277         Various
11.01  Red Roof Inn Washington Downtown                  12/31/2005  2,732,851  12/31/2006   3,258,001  T-12 6/30/2007
11.02  Red Roof Inn Long Island                          12/31/2005  2,782,138  12/31/2006   2,654,724  T-12 6/30/2007
11.03  Red Roof Inn Miami Airport                        12/31/2005  1,795,338  12/31/2006   2,057,885  T-12 6/30/2007
11.04  Red Roof Inn Greater Washington Manassas          12/31/2005  1,089,433  12/31/2006   1,068,508  T-12 6/30/2007
11.05  Red Roof Inn Ann Arbor University North           12/31/2005    687,413  12/31/2006     631,487  T-12 6/30/2007
11.06  Red Roof Inn Fort Lauderdale                      12/31/2005  1,068,978  12/31/2006     800,117  T-12 6/30/2007
11.07  Red Roof Inn Tampa Brandon                        12/31/2005    974,989  12/31/2006     906,127  T-12 6/30/2007
11.08  Red Roof Inn Phoenix Chandler                     12/31/2005    638,866  12/31/2006     818,850  T-12 6/30/2007
11.09  Red Roof Inn Wilmington                           12/31/2005    815,295  12/31/2006     842,492  T-12 6/30/2007
11.10  Red Roof Inn Atlanta Druid Hills                  12/31/2005    923,174  12/31/2006     963,657  T-12 6/30/2007
11.11  Red Roof Inn BW Parkway                           12/31/2005    811,634  12/31/2006     798,260  T-12 6/30/2007
11.12  Red Roof Inn Tinton Falls                         12/31/2005    884,480  12/31/2006     849,895  T-12 6/30/2007
11.13  Red Roof Inn Baltimore North Timonium             12/31/2005    865,254  12/31/2006     803,166  T-12 6/30/2007
11.14  Red Roof Inn Boston Northeast Saugus              12/31/2005    769,477  12/31/2006     928,894  T-12 6/30/2007
11.15  Red Roof Inn Joliet                               12/31/2005    332,508  12/31/2006     363,668  T-12 6/30/2007
11.16  Red Roof Inn Chicago Naperville                   12/31/2005    550,304  12/31/2006     609,323  T-12 6/30/2007
11.17  Red Roof Inn Chicago Northbrook                   12/31/2005    495,378  12/31/2006     618,019  T-12 6/30/2007
11.18  Red Roof Inn Phoenix Airport                      12/31/2005    490,587  12/31/2006     662,569  T-12 6/30/2007
11.19  Red Roof Inn Louisville Airport                   12/31/2005    444,320  12/31/2006     471,666  T-12 6/30/2007
11.20  Red Roof Inn Phoenix Bell Road                    12/31/2005    569,717  12/31/2006     755,588  T-12 6/30/2007
11.21  Red Roof Inn Cleveland Independence               12/31/2005    614,678  12/31/2006     546,021  T-12 6/30/2007
11.22  Red Roof Inn Erie                                 12/31/2005    553,166  12/31/2006     738,462  T-12 6/30/2007
11.23  Red Roof Inn El Paso East                         12/31/2005    823,346  12/31/2006     782,558  T-12 6/30/2007
11.24  Red Roof Inn St Clairsville                       12/31/2005    533,724  12/31/2006     572,752  T-12 6/30/2007
11.25  Red Roof Inn Austin Round Rock                    12/31/2005    660,142  12/31/2006     655,747  T-12 6/30/2007
11.26  Red Roof Inn Knoxville West                       12/31/2005    466,152  12/31/2006     494,761  T-12 5/31/2007
11.27  Red Roof Inn Binghamton                           12/31/2005    479,886  12/31/2006     504,209  T-12 6/30/2007
11.28  Red Roof Inn Wilkes Barre                         12/31/2005    466,676  12/31/2006     499,394  T-12 6/30/2007
11.29  Red Roof Inn Pittsburgh Airport                   12/31/2005    468,040  12/31/2006     529,244  T-12 6/30/2007
11.30  Red Roof Inn Chicago Hoffman Estates              12/31/2005    252,955  12/31/2006     398,634  T-12 6/30/2007
11.31  Red Roof Inn Enfield                              12/31/2005    464,751  12/31/2006     504,447  T-12 6/30/2007
11.32  Red Roof Inn West Springfield                     12/31/2005    450,473  12/31/2006     438,630  T-12 6/30/2007
11.33  Red Roof Inn Canton                               12/31/2005    389,484  12/31/2006     338,729  T-12 6/30/2007
11.34  Red Roof Inn Detroit Farmington Hills             12/31/2005    252,793  12/31/2006     184,287  T-12 6/30/2007
11.35  Red Roof Inn Edison                               12/31/2005    509,183  12/31/2006     530,062  T-12 6/30/2007
11.36  Red Roof Inn Princeton North                      12/31/2005    366,213  12/31/2006     361,435  T-12 6/30/2007
11.37  Red Roof Inn Hickory                              12/31/2005    445,752  12/31/2006     492,009  T-12 6/30/2007
11.38  Red Roof Inn Asheville West                       12/31/2005    450,351  12/31/2006     499,376  T-12 6/30/2007
11.39  Red Roof Inn Richmond South                       12/31/2005    466,153  12/31/2006     519,560  T-12 6/30/2007
11.40  Red Roof Inn Columbus West                        12/31/2005    331,467  12/31/2006     298,996  T-12 6/30/2007
11.41  Red Roof Inn Greensboro Airport                   12/31/2005    402,746  12/31/2006     409,567  T-12 6/30/2007
11.42  Red Roof Inn Cincinnati Northeast Blue Ash        12/31/2005    303,229  12/31/2006     295,580  T-12 6/30/2007
11.43  Red Roof Inn Johnson City                         12/31/2005    428,284  12/31/2006     431,962  T-12 6/30/2007
11.44  Red Roof Inn Detroit Troy                         12/31/2005    189,013  12/31/2006     147,243  T-12 6/30/2007
11.45  Red Roof Inn Cincinnati Sharonville(30)           12/31/2005    287,737  12/31/2006     268,737  T-12 6/30/2007
11.46  Red Roof Inn West Monroe                          12/31/2005    347,695  12/31/2006     334,289  T-12 6/30/2007
11.47  Red Roof Inn Detroit Madison Heights              12/31/2005    211,495  12/31/2006     223,868  T-12 6/30/2007
11.48  Red Roof Inn Kansas City Overland Park            12/31/2005    355,895  12/31/2006     298,213  T-12 6/30/2007
11.49  Red Roof Inn Greenville                           12/31/2005    211,258  12/31/2006     171,593  T-12 6/30/2007
11.50  Red Roof Inn New London                           12/31/2005    228,823  12/31/2006     278,661  T-12 6/30/2007
11.51  Red Roof Inn Nashville South                      12/31/2005    341,242  12/31/2006     351,190  T-12 6/30/2007
11.52  Red Roof Inn Jamestown Falconer                   12/31/2005    171,329  12/31/2006     211,165  T-12 6/30/2007
12     Royale Retail Condominium                         12/31/2005  2,523,553  12/31/2006   2,445,773  Ann. 9/30/2007
13     Great Escape Lodge(34)                                                                4,368,019  T-12 8/31/2007
14     California Department Store Portfolio(21)         12/31/2005  3,124,896  12/31/2006
14.01  Nordstrom - San Diego                             12/31/2005  1,601,247  12/31/2006
14.02  Macy's - Pleasanton                               12/31/2005  1,177,860  12/31/2006
14.03  Macy's - Laguna Hills                             12/31/2005    345,789  12/31/2006
15     Copper Beech Townhomes - Statesboro, GA
16     Serrano Highlands                                 12/31/2005  2,660,719  12/31/2006   2,855,892  T-12 3/31/2007
17     Town Center East Building 3
18     Spanish Ranch MHP                                 12/31/2005  2,124,734  12/31/2006   2,078,919  T-12 6/30/2007
19     Versar Center Office Building                     12/31/2005  2,169,740  12/31/2006   2,255,624  T-12 8/31/2007
20     Parkway Plaza                                     12/31/2005  2,580,689  12/31/2006   2,493,453  Ann. 4/30/2007
21     The Clubs at Rhodes Ranch                         12/31/2005  1,829,205  12/31/2006   1,878,126  T-12 3/31/2007
22     Hotel deLuxe(34)                                  12/31/2005    965,866  12/31/2006   2,340,934  T-12 8/31/2007
23     Valley Freeway Center                             12/31/2005  1,791,506  12/31/2006   1,778,570  T-12 8/31/2007
24     Chicago Bridge & Iron(33)
25     Creekwalk Village                                 12/31/2005  2,033,527  12/31/2006   2,009,658  T-12 4/30/2007
26     Arlington Center
27     Wildwood Communities MHP                          12/31/2005  1,523,607  12/31/2006   1,503,342  T-12 7/31/2007
28     Mission West Millbrook                            12/31/2005  1,419,449  12/31/2006   1,599,187  T-12 9/30/2007
29     Cypress Medical Center                                        1,579,761  12/31/2006
30     Mission Mill Creek                                12/31/2005  1,504,737  12/31/2006   1,537,531  T-12 9/30/2007
31     Plantation Apartments                             12/31/2005  1,552,396  12/31/2006   1,514,469  T-12 7/31/2007
32     Oklahoma Central Park                             12/31/2005  2,075,168  12/31/2006
33     Hampton Inn - Nashville
34     Olde Lancaster Town Center
35     Centre at Culpeper
36     673 Brannan Street                                                                      662,043  Ann. 8/31/2007
37     725 Concord Avenue Medical Office Building        12/31/2005    945,724  12/31/2006   1,148,458  Ann. 5/31/2007
38     6620 18th Avenue Retail(34)
39     TN Office Portfolio - BGK                         12/31/2005  1,275,225  12/31/2006   1,649,139  Ann. 6/30/2007
39.01  The Terraces                                      12/31/2005    462,495  12/31/2006     624,284  Ann. 6/30/2007
39.02  Estate Office Park                                12/31/2005    371,378  12/31/2006     474,447  Ann. 6/30/2007
39.03  Pine Ridge                                        12/31/2005    263,926  12/31/2006     329,235  Ann. 6/30/2007
39.04  Crossroad Commons                                 12/31/2005    177,426  12/31/2006     221,173  Ann. 6/30/2007
40     Merrimac Plaza                                    12/31/2005  1,009,963  12/31/2006   1,118,505  T-12 5/31/2007
41     Inverness Business Center North                   12/31/2005  1,111,434  12/31/2006     783,127  Ann. 7/31/2007
42     Foothills Commerce Center Buildings C, D & E      12/31/2005     96,268  12/31/2006     202,927  T-12 3/31/2007
43     Eastside Plaza 3 & 4                              12/31/2005    -30,126  12/31/2006     519,807  Ann. 6/30/2007
44     Old National Town Center
45     Geneva Portfolio(17)                              12/31/2005  1,271,915  12/31/2006
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                                                                 553,668  T-12 4/17/2007
47     509 212th Street                                                                        337,741  T-12 9/30/2007
48     Premier Landing                                   12/31/2005    531,923  12/31/2006   1,347,165  Ann. 6/30/2007
49     555 South Woodward                                12/31/2005  1,108,005  12/31/2006   1,094,556  Ann. 8/31/2007
50     Hamilton Crossing
51     Holiday Inn Express - Buckhead, GA                12/31/2005  1,068,917  12/31/2006   1,102,279  T-12 5/31/2007
52     Boulder Ridge Apartments Phase II(26)
53     West Town Apartments                              12/31/2005    775,052  12/31/2006     743,346  T-12 4/30/2007
54     Residence Inn - Livermore, CA                     12/31/2005    773,459  12/31/2006     897,223  T-12 5/31/2007
55     University Parkway                                              280,846  12/31/2006
56     Mammoth Professional Building                     12/31/2005  1,226,687  12/31/2006   1,297,309  Ann. 9/30/2007
57     Walgreens Buckhead
58     Holiday Inn Express Hotel & Suites - Deerfield    12/31/2005    914,563  12/31/2006     976,442  T-12 5/31/2007
59     Hoadly Marketplace                                                                      562,373  Ann. 6/30/2007
60     Mountain Dream Center                             12/31/2005    722,161  12/31/2006     864,310  Ann. 6/30/2007
61     Eagle Electronics Office Building                 12/31/2005    900,289  12/31/2006
62     Sable Chase at Sherwood                           12/31/2005    649,376  12/31/2006     718,859  T-12 6/30/2007
63     Maple Ridge Apartments II                         12/31/2005    270,889  12/31/2006     376,103  Ann. 7/31/2007
64     6200 Seaforth Street                              12/31/2005    742,794  12/31/2006     762,295  Ann. 5/31/2007
65     Twin Lakes Shopping Center                        12/31/2005    592,313  12/31/2006     679,954  Ann. 6/30/2007
66     Quioccasin Center Station                         12/31/2005    633,263  12/31/2006
67     Fairmount Place Office                            12/31/2005    460,324  12/31/2006
68     Bala Apartments                                   12/31/2005    606,322  12/31/2006     600,201  T-12 8/31/2007
69     12621 Featherwood                                 12/31/2005    673,275  12/31/2006     819,828  Ann. 4/30/2007
70     CT Beverage Mart Plaza                            12/31/2005    333,904  12/31/2006
71     University Suites                                               683,380  12/31/2006
72     Bent Tree Plaza I, II & III                       12/31/2005    385,161  12/31/2006     479,185  T-12 8/31/2007
73     Bel-Red Medical Dental Center(27)
74     Woodbridge Apartments                             12/31/2005    636,853  12/31/2006     633,081  T-12 4/30/2007
75     Autumn Ridge Medical Center
76     Gadd Crossing                                     12/31/2005    123,635  12/31/2006
77     Lodi City Center                                  12/31/2005  1,017,055  12/31/2006     998,994  T-12 5/31/2007
78     East Winchester                                   12/31/2005    499,676  12/31/2006
79     Mammoth Encinitas West                            12/31/2005    680,858  12/31/2006     749,073  Ann. 9/30/2007
80     Airport Atrium Center                             12/31/2005    515,132  12/31/2006     518,705  T-12 4/30/2007
81     Exton Office                                      12/31/2005    568,252  12/31/2006     491,930  Ann. 5/31/2007
82     Walgreen's - Miami, FL
83     Northdale Plaza                                   12/31/2005    322,736  12/31/2006     550,828   Ann 6/30/2007
84     53-83 Fourth Avenue                               12/31/2005    339,951  12/31/2006     515,754  Ann. 6/30/2007
85     Burgard Industrial Park                           12/31/2005    528,271  12/31/2006
86     Wharton Mall(18)                                  12/31/2005
87     Aldo South Beach
88     Jefferson Industrial Complex(19)                  12/31/2005    523,571  12/31/2006
89     Broadway Lofts                                    12/31/2005    578,558  12/31/2006     529,491  T-12 5/31/2007
90     Kohl's Ground Lease - Forward
91     Candlewood Suites                                 12/31/2005    634,319  12/31/2006     696,107  T-12 5/01/2007
92     Capri Rialto Mobile Home Estates                  12/31/2005    457,813  12/31/2006     464,926  T-12 9/30/2007
93     Creative Children Learning Centers - Davie,
         FL(20)                                          12/31/2005    346,988  12/31/2006     368,950  T-12 4/30/2007
94     Creative Children Learning Centers - Tallahassee,
         FL                                              12/31/2005    201,404  12/31/2006     214,151  T-12 4/30/2007
95     San Gabriel Professional Center                   12/31/2005    371,707  12/31/2006     395,515  T-12 3/31/2007
96     Snoqualmie Ridge Phase IV Lot 2
97     Woodlands Shopping Center                         12/31/2005    387,246  12/31/2006     397,690  T-12 6/30/2007
98     Sleep Inn - Lexington, KY                         12/31/2005                            541,565  T-12 8/31/2007
99     The Metcalf Plaza / Target Center Shopping
         Centers
100    Colony Commons I and II                                         187,360  12/31/2006
101    Broadway Apartments                               12/31/2005    456,122  12/31/2006     424,003  T-12 8/31/2007
102    14144 Ventura Office Building                     12/31/2005    813,781  12/31/2006
103    550-552 West 21st Street(32)
104    Candlewood Suites, Harrisonburg                                                         467,468  Ann. 8/31/2007
105    Whitney National Bank                             12/31/2005    574,593  12/31/2006
106    Walgreen's - Dallas, TX
107    Town Center Self Storage                          12/31/2005    529,961  12/31/2006     578,679  T-12 6/30/2007
108    Allen Town Center(29)                                                                                  T-9 Ann.
                                                          5/31/2005    402,074   5/31/2006     433,889       2/28/2007
109    Holiday Inn Express - Libertyville, IL            12/31/2005    801,140  12/31/2006
110    Staples - Golden, CO
111    St Andrews Place                                                254,451  12/31/2006     479,739  Ann. 5/31/2007
112    Beacon Point Service Center                       12/31/2005    325,580  12/31/2006
113    Padonia Plaza                                     12/31/2005    267,032  12/31/2006
114    Best Western Casa Villa Suites - Harlingen, TX    12/31/2005    546,637  12/31/2006     654,455  T-12 7/31/2007
115    Borders Books & Music - Bowie
116    Willow Bend                                       12/31/2005    416,040  12/31/2006
117    796 Lexington Avenue
118    Padre Commons Plaza
119    Hampton Inn - Waycross, GA                        12/31/2005    404,913  12/31/2006     484,184  T-12 5/31/2007
120    Starbucks Center South
121    Bridgeport Apartments                             12/31/2005    300,359  12/31/2006     369,208  T-12 8/31/2007
122    Burchwood                                         12/31/2005    331,546  12/31/2006
123    Jasper Mountain Highlands Shopping Center                        28,958  12/31/2006
124    Spokane Apartments                                12/31/2005    261,888  12/31/2006     277,705  Ann. 7/31/2007
124.01 North Cliff Terrace                               12/31/2005    177,109  12/31/2006     189,896  Ann. 7/31/2007
124.02 Hart Terrace                                      12/31/2005     84,779  12/31/2006      87,809  Ann. 7/31/2007
125    Wood Dale Towne Center                            12/31/2005    408,958  12/31/2006     435,046  T-12 6/30/2007
126    NJVC Building
127    Holiday Inn Express - Livingston, TX              12/31/2005    479,152  12/31/2006     512,179  T-12 5/31/2007
128    126 Chestnut Street                               12/31/2005    123,264  12/31/2006      99,095  T-12 7/31/2007
129    Amcal Business Center                             12/31/2005    343,517  12/31/2006     257,857  Ann. 8/31/2007
130    Lost Creek Village                                12/31/2005     91,846  12/31/2006     116,622  T-12 6/30/2007
131    Mainstay Suites - Clute, TX                       12/31/2005    412,344  12/31/2006     434,766  T-12 6/30/2007
132    Georgia Center For Total Cancer Care
133    Town Fair Shopping Center                         12/31/2005    237,121  12/31/2006
134    Pioneer Square(29)                                12/31/2005    273,129  12/31/2006     355,575  Ann. 7/31/2007
135    Mansell Plaza                                     12/31/2005    217,264  12/31/2006     398,039  Ann. 6/30/2007
136    Comfort Suites - Yulee, FL                        12/31/2005    536,888  12/31/2006     534,310  T-12 6/30/2007
137    Stapleton Square                                  12/31/2005    207,512  12/31/2006     139,658  Ann. 7/31/2007
138    County Inn - Mountainview, CA                     12/31/2005    286,648  12/31/2006     352,815  T-12 8/31/2007
139    Bluebonnet Crossing                                             229,638  12/31/2006     222,324  T-12 4/30/2007
140    Fletcher Square Shopping Center                   12/31/2005    269,019  12/31/2006     304,975  T-12 3/31/2007
141    Shoppes of Crabapple
142    Ridgeway Plaza                                    12/31/2005    243,235  12/31/2006
143    EZ Storage Headquarters                           12/31/2005    212,993  12/31/2006
144    Office Depot - El Dorado, AR                                               T-7 Ann.
                                                                       108,268  12/31/2006     231,503  T-12 6/30/2007
145    Brambleton Medical Center                         12/31/2005    204,055  12/31/2006     301,753  Ann. 5/31/2007
146    Office Depot - Palestine, TX                                    237,918  12/31/2006     240,172  Ann. 6/30/2007
147    The Continental Ranch Retail Center
148    State Street Retail                               12/31/2005    211,818  12/31/2006     223,665  T-12 4/30/2007
149    Westbrook Office Park
150    Days Inn Airport South - College Park, GA(28)     12/31/2005    299,001  12/31/2006     272,056  T-12 5/31/2007
151    Towne Place                                       12/31/2005    180,228  12/31/2006     246,504  Ann. 8/31/2007
152    Cordes Professional Building
153    Ashford Plaza Retail Center                       12/31/2005    160,582  12/31/2006
154    Muskegon Retail
155    Grogan's Forest Retail Center                                   142,800  12/31/2006
156    Sapphire Pointe
157    Lofts at McIntire                                 12/31/2005    116,782  12/31/2006     128,592  T-12 5/31/2007
158    Sunset Medical Office Building                    12/31/2005    143,939  12/31/2006     147,589  T-12 4/30/2007
159    Richmond Street Studios
160    Stamey Plaza                                                     47,748  12/31/2006     119,441  Ann. 5/31/2007
161    Shoppes at Greystone


                                                            Underwritten Underwritten Underwritten Underwritten Underwritten
ID     Property Name                                            NOI        Revenue        EGI        Expenses     Reserves
--     ---------------------------------------------------- ------------ ------------ ------------ ------------ ------------
1      Lincoln Square                                        17,867,646   19,118,777   26,627,255    8,759,609      81,196
2      USFS Industrial Distribution Portfolio(15)(31)        50,960,217   50,960,217   52,536,306    1,576,089
2.01   15155 Northam Street(30)                               4,317,090    4,317,090    4,450,608      133,518
2.02   120 Longs Pond Road                                    2,934,207    2,934,207    3,024,955       90,749
2.03   7004 East Hanna Avenue                                 2,365,184    2,365,184    2,438,334       73,150
2.04   1685 West Cheyenne Avenue                              1,798,626    1,798,626    1,854,253       55,628
2.05   7801 Statesville Road                                  2,488,035    2,488,035    2,564,984       76,950
2.06   300 Lawrence Drive                                     1,974,681    1,974,681    2,035,754       61,073
2.07   4550 West Buckeye Road                                 2,007,725    2,007,725    2,069,820       62,095
2.08   8024 Telegraph Road                                    2,265,108    2,265,108    2,335,163       70,055
2.09   10211 North IH 35                                      2,806,439    2,806,439    2,893,237       86,797
2.10   7598 NW 6th Avenue                                     1,668,792    1,668,792    1,720,404       51,612
2.11   11994 Livingston Road                                  1,947,466    1,947,466    2,007,697       60,231
2.12   1500 NC Hwy 39                                         2,100,388    2,100,388    2,165,348       64,960
2.13   28001 Napier Road                                      1,598,144    1,598,144    1,647,571       49,427
2.14   11955 East Peakview Avenue                             1,477,034    1,477,034    1,522,715       45,681
2.15   12301 Cumberland Road                                  1,453,996    1,453,996    1,498,965       44,969
2.16   1899 N US Hwy 1                                        1,175,382    1,175,382    1,211,734       36,352
2.17   222 Otrobando Avenue P.O. Box 103(30)                  1,282,459    1,282,459    1,322,123       39,664
2.18   9605 54th Avenue North                                 1,202,019    1,202,019    1,239,195       37,176
2.19   W137 N9245 Highway 45                                  1,088,658    1,088,658    1,122,328       33,670
2.20   950 South Shiloh Road & 1992 Forest Lane               1,589,644    1,589,644    1,638,808       49,164
2.21   111 Alliant Drive                                      1,057,874    1,057,874    1,090,592       32,718
2.22   40 Fort Lewis Boulevard                                  949,224      949,224      978,582       29,357
2.23   755 Pierce Road                                        1,090,238    1,090,238    1,123,957       33,719
2.24   8000 Bavaria Road                                        893,184      893,184      920,808       27,624
2.25   10410 South 50th Place                                   785,983      785,983      810,292       24,309
2.26   1 Quality Lane                                           901,845      901,845      929,737       27,892
2.27   2850 Selma Highway                                       736,788      736,788      759,575       22,787
2.28   5445 Spellmire Drive                                     642,382      642,382      662,249       19,867
2.29   1350/1400 North 10th Street                              604,696      604,696      623,398       18,702
2.30   1044/1045 Garden Street                                  706,256      706,256      728,099       21,843
2.31   4601 32nd Avenue South                                   622,740      622,740      642,000       19,260
2.32   5353 Nathan Lane North                                   429,501      429,501      442,784       13,284
2.33   125 Gardenville Parkway West                             509,131      509,131      524,877       15,746
2.34   6315 John J Pershing Drive                               430,329      430,329      443,638       13,309
2.35   3500 Saratoga Avenue(30)                                 336,051      336,051      346,445       10,393
2.36   333-340 North Claremont Avenue                           300,470      300,470      309,763        9,293
2.37   2575 Virginia Avenue                                     299,460      299,460      308,722        9,262
2.38   345 Kino Drive                                           122,988      122,988      126,792        3,804
3      Charles River Plaza North                             22,049,252   22,049,252   26,513,701    4,464,449      70,919
4      85 Tenth Avenue                                       19,627,738   22,664,958   27,771,253    8,143,515
5      130 Prince Street                                      5,334,650    6,699,129    7,337,734    2,003,085      11,607
6      Georgian Towers                                       14,489,867   20,441,239   21,559,877    7,070,009     222,500
7      1150 18th Street, NW                                   3,690,311    6,671,020    8,069,994    4,379,683      33,304
8      Quality King(16)(34)                                   4,278,567    5,879,633    5,585,651    1,307,085      85,711
9      2 Journal Square                                       6,057,897    6,674,539    7,827,781    1,769,884      55,233
10     Seattle Space Needle                                   8,599,919   35,248,721   35,248,721   26,648,802     352,487
11     CGM RRI Hotel Portfolio                               34,004,474   85,193,294   87,448,959   53,444,490   1,920,926
11.01  Red Roof Inn Washington Downtown                       3,302,915    5,825,222    6,219,354    2,916,439     134,740
11.02  Red Roof Inn Long Island                               2,873,758    5,155,450    5,241,937    2,368,179     113,564
11.03  Red Roof Inn Miami Airport                             2,030,420    4,532,551    4,637,017    2,606,598     100,459
11.04  Red Roof Inn Greater Washington Manassas               1,053,670    2,133,906    2,180,407    1,126,738      47,238
11.05  Red Roof Inn Ann Arbor University North                  628,260    1,592,590    1,621,103      992,843      35,121
11.06  Red Roof Inn Fort Lauderdale                             799,349    1,938,580    1,970,803    1,171,454      42,697
11.07  Red Roof Inn Tampa Brandon                               914,927    1,941,201    1,993,106    1,078,179      43,180
11.08  Red Roof Inn Phoenix Chandler                            800,098    1,803,675    1,835,573    1,035,475      39,767
11.09  Red Roof Inn Wilmington                                  841,942    1,772,878    1,824,131      982,189      39,519
11.10  Red Roof Inn Atlanta Druid Hills                         967,041    1,984,751    2,043,472    1,076,431      44,271
11.11  Red Roof Inn BW Parkway                                  793,102    1,785,592    1,822,227    1,029,125      39,478
11.12  Red Roof Inn Tinton Falls                                849,927    1,885,624    1,917,886    1,067,959      41,550
11.13  Red Roof Inn Baltimore North Timonium                    803,079    1,928,653    1,963,585    1,160,507      42,540
11.14  Red Roof Inn Boston Northeast Saugus                     832,619    2,106,924    2,157,007    1,324,388      46,731
11.15  Red Roof Inn Joliet                                      363,579    1,238,063    1,271,932      908,353      27,556
11.16  Red Roof Inn Chicago Naperville                          595,115    1,491,397    1,533,835      938,720      33,230
11.17  Red Roof Inn Chicago Northbrook                          560,743    1,628,263    1,676,436    1,115,693      36,319
11.18  Red Roof Inn Phoenix Airport                             647,467    1,582,338    1,624,056      976,589      35,184
11.19  Red Roof Inn Louisville Airport                          464,996    1,257,927    1,290,721      825,726      27,963
11.20  Red Roof Inn Phoenix Bell Road                           736,200    1,809,802    1,853,665    1,117,465      40,159
11.21  Red Roof Inn Cleveland Independence                      584,852    1,364,056    1,408,598      823,746      30,517
11.22  Red Roof Inn Erie                                        749,441    1,641,990    1,669,988      920,548      36,180
11.23  Red Roof Inn El Paso East                                808,753    1,791,019    1,856,537    1,047,784      40,221
11.24  Red Roof Inn St Clairsville                              574,938    1,325,962    1,349,164      774,226      29,229
11.25  Red Roof Inn Austin Round Rock                           681,372    1,568,657    1,602,630      921,258      34,720
11.26  Red Roof Inn Knoxville West                              486,820    1,405,482    1,438,729      951,909      57,549
11.27  Red Roof Inn Binghamton                                  505,906    1,450,135    1,487,268      981,362      32,221
11.28  Red Roof Inn Wilkes Barre                                496,297    1,425,669    1,457,560      961,263      31,577
11.29  Red Roof Inn Pittsburgh Airport                          521,012    1,462,749    1,494,691      973,679      32,382
11.30  Red Roof Inn Chicago Hoffman Estates                     240,867    1,193,418    1,224,451      983,584      26,527
11.31  Red Roof Inn Enfield                                     499,819    1,476,888    1,504,374    1,004,554      32,592
11.32  Red Roof Inn West Springfield                            455,907    1,369,767    1,419,425      963,518      30,751
11.33  Red Roof Inn Canton                                      335,947    1,059,724    1,079,399      743,453      23,385
11.34  Red Roof Inn Detroit Farmington Hills                    185,140      911,511      934,585      749,445      20,247
11.35  Red Roof Inn Edison                                      497,943    1,822,968    1,863,623    1,365,680      40,375
11.36  Red Roof Inn Princeton North                             351,753    1,379,816    1,408,523    1,056,770      30,515
11.37  Red Roof Inn Hickory                                     486,930    1,158,493    1,181,966      695,036      25,607
11.38  Red Roof Inn Asheville West                              502,678    1,294,884    1,323,208      820,531      28,667
11.39  Red Roof Inn Richmond South                              507,877    1,424,446    1,460,801      952,924      31,648
11.40  Red Roof Inn Columbus West                               299,931      948,458      979,840      679,909      21,228
11.41  Red Roof Inn Greensboro Airport                          407,990    1,084,250    1,110,004      702,014      24,048
11.42  Red Roof Inn Cincinnati Northeast Blue Ash               277,248    1,031,865    1,054,589      777,341      22,847
11.43  Red Roof Inn Johnson City                                424,954    1,238,137    1,261,169      836,214      27,323
11.44  Red Roof Inn Detroit Troy                                137,185      854,171      877,790      740,605      19,017
11.45  Red Roof Inn Cincinnati Sharonville(30)                  269,608    1,165,261    1,191,410      921,802      25,811
11.46  Red Roof Inn West Monroe                                 310,038      999,236    1,029,487      719,449      22,303
11.47  Red Roof Inn Detroit Madison Heights                     215,329      939,373      968,172      752,843      20,975
11.48  Red Roof Inn Kansas City Overland Park                   314,813      959,282      985,738      670,925      21,356
11.49  Red Roof Inn Greenville                                  167,608      955,904      979,512      811,904      21,221
11.50  Red Roof Inn New London                                  294,306    1,205,973    1,236,184      941,877      26,781
11.51  Red Roof Inn Nashville South                             351,302    1,086,661    1,112,110      760,808      24,093
11.52  Red Roof Inn Jamestown Falconer                          200,703      801,702      819,181      618,479      17,747
12     Royale Retail Condominium                              2,812,127    3,075,627    3,857,067    1,044,939       5,670
13     Great Escape Lodge(34)                                 4,368,019   10,903,232   15,723,348   11,355,329     628,934
14     California Department Store Portfolio(21)              2,940,973    3,005,223    3,066,554      125,581      84,138
14.01  Nordstrom - San Diego                                  1,507,360    1,567,360    1,599,347       91,987      33,888
14.02  Macy's - Pleasanton                                    1,151,264    1,153,264    1,176,800       25,536      26,250
14.03  Macy's - Laguna Hills                                    282,349      284,599      290,407        8,058      24,000
15     Copper Beech Townhomes - Statesboro, GA                2,613,960    3,414,960    3,531,630      917,670      73,800
16     Serrano Highlands                                      2,554,241    3,988,290    4,009,039    1,454,798      60,000
17     Town Center East Building 3                            2,691,502    2,992,609    3,181,009      489,507      29,512
18     Spanish Ranch MHP                                      2,159,790    2,602,730    3,592,072    1,432,282      23,100
19     Versar Center Office Building                          2,480,190    3,811,277    3,866,454    1,386,264      43,479
20     Parkway Plaza                                          2,363,163    2,507,182    3,069,074      705,911      39,394
21     The Clubs at Rhodes Ranch                              1,838,248    2,933,741    3,030,527    1,192,279      67,500
22     Hotel deLuxe(34)                                       2,370,928    4,305,289    6,065,570    3,694,642     242,623
23     Valley Freeway Center                                  1,937,333    1,967,268    2,427,916      490,583      22,904
24     Chicago Bridge & Iron(33)                              2,244,588    2,294,250    3,211,202      966,615      26,404
25     Creekwalk Village                                      1,873,061    2,080,458    2,825,493      952,432
26     Arlington Center                                       1,754,705    1,222,931    3,485,742    1,731,037      17,154
27     Wildwood Communities MHP                               1,617,641    2,043,900    2,259,585      641,944      18,642
28     Mission West Millbrook                                 1,602,090    2,589,274    2,723,569    1,121,479      14,308
29     Cypress Medical Center                                 1,572,861    1,633,077    2,803,480    1,230,619      14,894
30     Mission Mill Creek                                     1,520,982    2,428,533    2,658,868    1,137,886      33,600
31     Plantation Apartments                                  1,671,213    2,296,671    2,545,050      873,838      55,500
32     Oklahoma Central Park                                  1,751,913    2,940,728    2,988,446    1,236,533      40,381
33     Hampton Inn - Nashville                                2,189,542    6,688,990    6,840,076    4,650,534     273,603
34     Olde Lancaster Town Center                             1,423,500    1,481,760    1,979,443      555,943      14,412
35     Centre at Culpeper                                     1,251,172    1,279,800    1,579,708      328,536       7,300
36     673 Brannan Street                                     1,563,360    1,971,630    1,974,130      410,770      12,000
37     725 Concord Avenue Medical Office Building             1,187,388    1,919,080    2,107,022      919,634      17,045
38     6620 18th Avenue Retail(34)                            1,081,588    1,105,449    1,193,055      111,467
39     TN Office Portfolio - BGK                              1,230,017    2,352,575    2,377,859    1,147,842      30,550
39.01  The Terraces                                             461,555      940,046      948,190      486,635      10,445
39.02  Estate Office Park                                       364,415      616,325      622,634      258,219       6,260
39.03  Pine Ridge                                               251,524      433,107      439,707      188,183       9,000
39.04  Crossroad Commons                                        152,523      363,097      367,328      214,805       4,845
40     Merrimac Plaza                                         1,096,130    1,152,948    1,736,560      640,431      17,545
41     Inverness Business Center North                        1,072,353    1,037,401    1,685,221      612,868      23,284
42     Foothills Commerce Center Buildings C, D & E           1,136,380    1,251,529    1,468,097      331,716      10,873
43     Eastside Plaza 3 & 4                                   1,007,201    1,194,896    1,206,638      199,437      14,172
44     Old National Town Center                               1,434,584    1,497,801    1,863,790      429,206      14,849
45     Geneva Portfolio(17)                                   1,134,489    1,574,699    1,574,699      440,209      14,304
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                                  532,438    1,012,328    1,012,328      479,890      11,100
47     509 212th Street                                         308,262      503,756      503,756      195,494      12,750
48     Premier Landing                                        1,094,286    1,155,896    1,451,421      357,136      11,693
49     555 South Woodward                                     1,046,504    1,817,684    2,087,759    1,041,255      16,967
50     Hamilton Crossing                                        930,899      967,245    1,112,447      181,548       7,281
51     Holiday Inn Express - Buckhead, GA                     1,084,944    2,750,966    2,800,441    1,715,497     112,018
52     Boulder Ridge Apartments Phase II(26)                    820,174    1,094,030    1,136,996      316,822      23,500
53     West Town Apartments                                     754,673    1,482,480    1,694,910      940,237
54     Residence Inn - Livermore, CA                            938,123    2,929,344    3,027,716    2,089,593     121,109
55     University Parkway                                       887,417    1,258,723    1,260,907      373,490      12,987
56     Mammoth Professional Building                          1,168,428    1,538,339    1,694,107      525,679      12,067
57     Walgreens Buckhead                                       631,943      644,840      644,840       12,897       1,572
58     Holiday Inn Express Hotel & Suites - Deerfield           946,201    2,585,998    2,670,864    1,724,663     106,761
59     Hoadly Marketplace                                       721,722      780,437      922,800      201,078       7,186
60     Mountain Dream Center                                    826,879      968,529    1,081,529      254,651       6,157
61     Eagle Electronics Office Building                        823,895      810,519    1,047,785      223,890      15,973
62     Sable Chase at Sherwood                                  771,347    1,253,603    1,300,655      529,308      52,000
63     Maple Ridge Apartments II                                733,860    1,021,944    1,030,444      296,584      24,250
64     6200 Seaforth Street                                     803,599    1,041,599    1,193,707      390,108      24,180
65     Twin Lakes Shopping Center                               661,167      664,354      862,756      201,590       7,358
66     Quioccasin Center Station                                663,905      714,987      890,738      226,833      11,498
67     Fairmount Place Office                                   664,781    1,298,399    1,317,533      652,752      15,441
68     Bala Apartments                                          651,694    1,202,006    1,363,108      711,414      36,250
69     12621 Featherwood                                        704,188    1,370,653    1,413,171      708,983      17,181
70     CT Beverage Mart Plaza                                   621,773      680,273      843,393      221,620       6,600
71     University Suites                                        601,357      798,317      827,317      225,960      23,875
72     Bent Tree Plaza I, II & III                              594,923    1,191,982    1,291,865      696,942
73     Bel-Red Medical Dental Center(27)                        584,322      597,845      815,602      231,280       5,180
74     Woodbridge Apartments                                    638,166    1,811,763    1,853,763    1,215,597      68,000
75     Autumn Ridge Medical Center                              569,556      869,990      826,490      256,935       7,285
76     Gadd Crossing                                            567,384      587,974      761,349      193,965      12,799
77     Lodi City Center                                         907,296      879,120    1,150,330      243,034       7,436
78     East Winchester                                          616,772      843,487      895,998      279,226       9,058
79     Mammoth Encinitas West                                   640,591      868,636      932,121      291,531       6,139
80     Airport Atrium Center                                    538,801      898,041      925,059      386,258      12,556
81     Exton Office                                             569,011      569,011      987,498      418,487       8,116
82     Walgreen's - Miami, FL                                   436,500      450,000      450,000       13,500
83     Northdale Plaza                                          482,691      985,489      788,391      305,700       5,366
84     53-83 Fourth Avenue                                      489,440      512,472      697,343      207,903       8,066
85     Burgard Industrial Park                                  506,510      389,162      585,927       79,417      10,000
86     Wharton Mall(18)                                         466,046      491,014      794,685      328,639       6,781
87     Aldo South Beach                                         476,614      482,614      497,540       20,926         636
88     Jefferson Industrial Complex(19)                         502,871      625,200      593,940       91,069      12,900
89     Broadway Lofts                                           484,736      778,029      829,044      344,308      22,250
90     Kohl's Ground Lease - Forward                            445,700      460,000      460,000       14,300
91     Candlewood Suites                                        585,912    1,514,594    1,514,594      928,682      60,584
92     Capri Rialto Mobile Home Estates                         473,659      625,939      840,271      366,612       5,480
93     Creative Children Learning Centers - Davie, FL(20)       331,566      538,085      495,038      163,472       2,482
94     Creative Children Learning Centers - Tallahassee, FL     192,453      312,323      287,337       94,885       1,441
95     San Gabriel Professional Center                          476,162      739,272      838,364      362,202       5,814
96     Snoqualmie Ridge Phase IV Lot 2                          467,501      474,770      610,274      142,773       2,629
97     Woodlands Shopping Center                                451,973      471,573      645,976      194,003       4,814
98     Sleep Inn - Lexington, KY                                561,953    1,912,382    1,912,382    1,350,429      76,495
99     The Metcalf Plaza / Target Center Shopping Centers       417,846      623,233      592,072      174,226       2,984
100    Colony Commons I and II                                  447,925      471,218      608,810      160,885       4,497
101    Broadway Apartments                                      482,479      665,767      759,718      277,239      50,496
102    14144 Ventura Office Building                            818,806    1,133,021    1,264,437      445,631      14,042
103    550-552 West 21st Street(32)                             414,255      424,676      521,051      106,796         964
104    Candlewood Suites, Harrisonburg                          533,406    1,314,803    1,343,127      809,721      53,725
105    Whitney National Bank                                    590,744      611,847      611,847       21,103       6,000
106    Walgreen's - Dallas, TX                                  347,260      358,000      358,000       10,740
107    Town Center Self Storage                                 582,145      758,637      797,113      214,968      10,070
108    Allen Town Center(29)                                    406,899      431,491      601,725      194,826      11,398
109    Holiday Inn Express - Libertyville, IL                   715,360    1,934,458    1,934,458    1,219,098      77,378
110    Staples - Golden, CO                                     365,906      375,788      462,275       96,368       3,059
111    St Andrews Place                                         371,505      399,900      482,320      110,815       3,780
112    Beacon Point Service Center                              477,128      499,413      746,445      269,317      24,674
113    Padonia Plaza                                            491,688    1,063,376      865,941      374,253      10,848
114    Best Western Casa Villa Suites - Harlingen, TX           580,208    1,106,833    1,171,113      590,905      46,845
115    Borders Books & Music - Bowie                            391,653      400,749      454,780       63,127       3,769
116    Willow Bend                                              424,139      459,239      552,614      128,475       8,178
117    796 Lexington Avenue                                     361,062      397,685      490,985      129,923       1,277
118    Padre Commons Plaza                                      400,636      417,565      496,270       95,634       2,981
119    Hampton Inn - Waycross, GA                               467,224    1,237,744    1,238,419      771,195      49,534
120    Starbucks Center South                                   298,634      313,734      378,446       79,812       1,905
121    Bridgeport Apartments                                    370,101      764,446      778,246      408,145      34,500
122    Burchwood                                                308,421      452,409      452,409      143,988      18,000
123    Jasper Mountain Highlands Shopping Center                351,344      451,200      419,616       68,272       4,068
124    Spokane Apartments                                       363,838      831,896      886,031      522,192      39,750
124.01 North Cliff Terrace                                      220,558      474,696      508,706      288,148      21,750
124.02 Hart Terrace                                             143,281      357,200      377,325      234,044      18,000
125    Wood Dale Towne Center                                   380,617      474,490      450,766       70,149       3,126
126    NJVC Building                                            331,748      344,466      443,228      111,481      12,530
127    Holiday Inn Express - Livingston, TX                     458,114    1,393,157    1,393,157      935,043      55,726
128    126 Chestnut Street                                      286,150      147,624      353,241       67,091       2,236
129    Amcal Business Center                                    341,987      576,651      576,651      234,664       5,259
130    Lost Creek Village                                       270,216      474,409      410,195      139,980       1,780
131    Mainstay Suites - Clute, TX                              417,663    1,185,870    1,205,652      787,989      48,226
132    Georgia Center For Total Cancer Care                     317,131      319,750      369,615       52,484       2,891
133    Town Fair Shopping Center                                300,680      504,338      479,121      178,441       3,301
134    Pioneer Square(29)                                       300,749      325,263      415,513      114,764       5,784
135    Mansell Plaza                                            336,460      358,799      458,716      122,257       2,786
136    Comfort Suites - Yulee, FL                               426,799    1,217,804    1,225,597      798,798      49,024
137    Stapleton Square                                         225,602      279,909      428,107      202,505       9,696
138    County Inn - Mountainview, CA                            310,636      752,899      757,413      446,777      30,297
139    Bluebonnet Crossing                                      251,382      394,236      358,755      107,373       2,165
140    Fletcher Square Shopping Center                          300,379      441,301      414,823      114,444      10,253
141    Shoppes of Crabapple                                     256,292      267,831      325,519       69,227       1,254
142    Ridgeway Plaza                                           238,741      246,508      321,326       82,584       2,955
143    EZ Storage Headquarters                                  223,331      223,332      256,644       33,312       1,898
144    Office Depot - El Dorado, AR                             221,323      237,947      261,355       40,031       3,757
145    Brambleton Medical Center                                219,379      330,923      330,923      111,544       3,583
146    Office Depot - Palestine, TX                             216,457      235,304      273,009       56,552       3,753
147    The Continental Ranch Retail Center                      209,482      320,938      256,665       47,182       1,124
148    State Street Retail                                      196,371      272,038      258,436       62,065       2,400
149    Westbrook Office Park                                    205,149      203,891      273,653       68,505       1,504
150    Days Inn Airport South - College Park, GA(28)            270,446      790,875      795,165      524,719      31,807
151    Towne Place                                              195,187      265,905      260,307       70,718       4,200
152    Cordes Professional Building                             167,677      170,982      216,070       48,393       1,348
153    Ashford Plaza Retail Center                              148,291      161,910      252,656      104,365         960
154    Muskegon Retail                                          165,600      327,901      273,001      107,401       1,800
155    Grogan's Forest Retail Center                            148,296      148,899      182,541       34,245       1,096
156    Sapphire Pointe                                          165,639      179,459      223,413       57,775       2,927
157    Lofts at McIntire                                        128,629      193,800      196,413       67,784       5,000
158    Sunset Medical Office Building                           121,085      164,945      156,698       35,613       1,481
159    Richmond Street Studios                                  111,683      136,224      136,224       24,541       2,000
160    Stamey Plaza                                             130,096      133,744      192,789       62,693         728
161    Shoppes at Greystone                                     222,227      224,984      269,788       47,561       1,463


                                                                      Underwritten
                                                         Underwritten   Net Cash                                Lease
ID     Property Name                                        TI/LC       Flow(12)   Largest Tenant      SF     Expiration
--     ------------------------------------------------- ------------ ------------ --------------   --------- ----------
1      Lincoln Square                                       405,978    17,380,472  Latham &           234,217  1/31/2016
                                                                                   Watkins LLP
2      USFS Industrial Distribution Portfolio(15)(31)     1,929,913    49,030,304  U.S. Foodservice 9,042,097  7/31/2027
2.01   15155 Northam Street(30)                              93,216     4,223,874  U.S. Foodservice   436,739  7/31/2027
2.02   120 Longs Pond Road                                  107,706     2,826,501  U.S. Foodservice   504,627  7/31/2027
2.03   7004 East Hanna Avenue                                71,850     2,293,334  U.S. Foodservice   336,634  7/31/2027
2.04   1685 West Cheyenne Avenue                             65,694     1,732,932  U.S. Foodservice   307,790  7/31/2027
2.05   7801 Statesville Road                                 91,328     2,396,706  U.S. Foodservice   427,894  7/31/2027
2.06   300 Lawrence Drive                                    70,487     1,904,194  U.S. Foodservice   330,250  7/31/2027
2.07   4550 West Buckeye Road                                66,998     1,940,727  U.S. Foodservice   313,900  7/31/2027
2.08   8024 Telegraph Road                                   73,907     2,191,201  U.S. Foodservice   346,271  7/31/2027
2.09   10211 North IH 35                                     68,677     2,737,762  U.S. Foodservice   321,769  7/31/2027
2.10   7598 NW 6th Avenue                                    36,754     1,632,038  U.S. Foodservice   172,200  7/31/2027
2.11   11994 Livingston Road                                 61,273     1,886,193  U.S. Foodservice   287,080  7/31/2027
2.12   1500 NC Hwy 39                                        84,108     2,016,280  U.S. Foodservice   394,065  7/31/2027
2.13   28001 Napier Road                                     61,214     1,536,931  U.S. Foodservice   286,800  7/31/2027
2.14   11955 East Peakview Avenue                            81,326     1,395,708  U.S. Foodservice   381,032  7/31/2027
2.15   12301 Cumberland Road                                 48,890     1,405,106  U.S. Foodservice   229,062  7/31/2027
2.16   1899 N US Hwy 1                                       43,145     1,132,237  U.S. Foodservice   202,143  7/31/2027
2.17   222 Otrobando Avenue P.O. Box 103(30)                 51,355     1,231,104  U.S. Foodservice   240,609  7/31/2027
2.18   9605 54th Avenue North                                46,856     1,155,163  U.S. Foodservice   219,530  7/31/2027
2.19   W137 N9245 Highway 45                                 36,887     1,051,770  U.S. Foodservice   172,826  7/31/2027
2.20   950 South Shiloh Road & 1992 Forest Lane              76,276     1,513,368  U.S. Foodservice   357,370  7/31/2027
2.21   111 Alliant Drive                                     35,844     1,022,030  U.S. Foodservice   167,939  7/31/2027
2.22   40 Fort Lewis Boulevard                               76,021       873,203  U.S. Foodservice   356,178  7/31/2027
2.23   755 Pierce Road                                       32,015     1,058,223  U.S. Foodservice   150,000  7/31/2027
2.24   8000 Bavaria Road                                     35,767       857,417  U.S. Foodservice   167,575  7/31/2027
2.25   10410 South 50th Place                                13,316       772,668  U.S. Foodservice    62,388  7/31/2027
2.26   1 Quality Lane                                        33,104       868,741  U.S. Foodservice   155,100  7/31/2027
2.27   2850 Selma Highway                                    64,909       671,879  U.S. Foodservice   304,112  7/31/2027
2.28   5445 Spellmire Drive                                  43,532       598,850  U.S. Foodservice   203,958  7/31/2027
2.29   1350/1400 North 10th Street                           33,295       571,401  U.S. Foodservice   155,994  7/31/2027
2.30   1044/1045 Garden Street                               69,132       637,124  U.S. Foodservice   323,900  7/31/2027
2.31   4601 32nd Avenue South                                25,446       597,294  U.S. Foodservice   119,220  7/31/2027
2.32   5353 Nathan Lane North                                17,044       412,457  U.S. Foodservice    79,855  7/31/2027
2.33   125 Gardenville Parkway West                          32,038       477,093  U.S. Foodservice   150,104  7/31/2027
2.34   6315 John J Pershing Drive                            22,838       407,492  U.S. Foodservice   107,000  7/31/2027
2.35   3500 Saratoga Avenue(30)                              14,044       322,007  U.S. Foodservice    65,800  7/31/2027
2.36   333-340 North Claremont Avenue                        10,181       290,289  U.S. Foodservice    47,700  7/31/2027
2.37   2575 Virginia Avenue                                  29,313       270,147  U.S. Foodservice   137,337  7/31/2027
2.38   345 Kino Drive                                         4,129       118,859  U.S. Foodservice    19,346  7/31/2027
3      Charles River Plaza North                                       21,978,334  Massachusetts      354,594   5/4/2029
                                                                                   General Hospital
4      85 Tenth Avenue                                                 19,627,738  General Services   224,000 11/30/2013
                                                                                   Administration
5      130 Prince Street                                     13,298     5,309,744  Estee Lauder        64,878 10/31/2018
6      Georgian Towers                                                 14,267,367
7      1150 18th Street, NW                                             3,657,007  Reed Elsevier       37,184  7/31/2012
8      Quality King(16)(34)                                 164,860     4,027,996  Model Reorg,       283,800  9/30/2027
                                                                                   Inc.
9      2 Journal Square                                     276,164     5,726,500  Broadridge         252,359  1/31/2013
                                                                                   Financial
                                                                                   Solutions Inc.
10     Seattle Space Needle                                             8,247,432
11     CGM RRI Hotel Portfolio                                         32,083,548
11.01  Red Roof Inn Washington Downtown                                 3,168,175
11.02  Red Roof Inn Long Island                                         2,760,194
11.03  Red Roof Inn Miami Airport                                       1,929,961
11.04  Red Roof Inn Greater Washington Manassas                         1,006,432
11.05  Red Roof Inn Ann Arbor University North                            593,139
11.06  Red Roof Inn Fort Lauderdale                                       756,652
11.07  Red Roof Inn Tampa Brandon                                         871,747
11.08  Red Roof Inn Phoenix Chandler                                      760,331
11.09  Red Roof Inn Wilmington                                            802,423
11.10  Red Roof Inn Atlanta Druid Hills                                   922,770
11.11  Red Roof Inn BW Parkway                                            753,624
11.12  Red Roof Inn Tinton Falls                                          808,377
11.13  Red Roof Inn Baltimore North Timonium                              760,539
11.14  Red Roof Inn Boston Northeast Saugus                               785,888
11.15  Red Roof Inn Joliet                                                336,023
11.16  Red Roof Inn Chicago Naperville                                    561,885
11.17  Red Roof Inn Chicago Northbrook                                    524,424
11.18  Red Roof Inn Phoenix Airport                                       612,283
11.19  Red Roof Inn Louisville Airport                                    437,033
11.20  Red Roof Inn Phoenix Bell Road                                     696,041
11.21  Red Roof Inn Cleveland Independence                                554,335
11.22  Red Roof Inn Erie                                                  713,261
11.23  Red Roof Inn El Paso East                                          768,532
11.24  Red Roof Inn St Clairsville                                        545,709
11.25  Red Roof Inn Austin Round Rock                                     646,652
11.26  Red Roof Inn Knoxville West                                        429,271
11.27  Red Roof Inn Binghamton                                            473,685
11.28  Red Roof Inn Wilkes Barre                                          464,720
11.29  Red Roof Inn Pittsburgh Airport                                    488,630
11.30  Red Roof Inn Chicago Hoffman Estates                               214,340
11.31  Red Roof Inn Enfield                                               467,227
11.32  Red Roof Inn West Springfield                                      425,156
11.33  Red Roof Inn Canton                                                312,562
11.34  Red Roof Inn Detroit Farmington Hills                              164,893
11.35  Red Roof Inn Edison                                                457,568
11.36  Red Roof Inn Princeton North                                       321,238
11.37  Red Roof Inn Hickory                                               461,323
11.38  Red Roof Inn Asheville West                                        474,011
11.39  Red Roof Inn Richmond South                                        476,229
11.40  Red Roof Inn Columbus West                                         278,703
11.41  Red Roof Inn Greensboro Airport                                    383,942
11.42  Red Roof Inn Cincinnati Northeast Blue Ash                         254,401
11.43  Red Roof Inn Johnson City                                          397,631
11.44  Red Roof Inn Detroit Troy                                          118,168
11.45  Red Roof Inn Cincinnati Sharonville(30)                            243,797
11.46  Red Roof Inn West Monroe                                           287,735
11.47  Red Roof Inn Detroit Madison Heights                               194,354
11.48  Red Roof Inn Kansas City Overland Park                             293,457
11.49  Red Roof Inn Greenville                                            146,387
11.50  Red Roof Inn New London                                            267,525
11.51  Red Roof Inn Nashville South                                       327,209
11.52  Red Roof Inn Jamestown Falconer                                    182,956
12     Royale Retail Condominium                             19,200     2,787,257  A&P dba Food        18,023  3/31/2015
                                                                                   Emporium
13     Great Escape Lodge(34)                                           3,739,085
14     California Department Store Portfolio(21)            224,368     2,632,467
14.01  Nordstrom - San Diego                                 90,368     1,383,104  Nordstrom          225,919   1/1/2017
14.02  Macy's - Pleasanton                                   70,000     1,055,014  Macy's             175,000  8/31/2012
14.03  Macy's - Laguna Hills                                 64,000       194,349  Macy's             160,000  4/16/2014
15     Copper Beech Townhomes - Statesboro, GA                          2,540,160
16     Serrano Highlands                                                2,494,241
17     Town Center East Building 3                          129,683     2,532,307  Vine Street         51,661  8/31/2012
                                                                                   Investors
                                                                                   (Master Lease)
18     Spanish Ranch MHP                                                2,136,690
19     Versar Center Office Building                        217,396     2,219,315  Cornet              51,163  6/30/2010
                                                                                   Technology, Inc.
20     Parkway Plaza                                         95,116     2,228,654  Toys "R" Us         30,625  1/31/2012
21     The Clubs at Rhodes Ranch                                        1,770,748
22     Hotel deLuxe(34)                                                 2,128,305
23     Valley Freeway Center                                 67,887     1,846,542  Environ             16,701 12/31/2007
24     Chicago Bridge & Iron(33)                             73,668     2,144,516  Chicago Bridge     176,025 10/31/2022
                                                                                   & Iron
25     Creekwalk Village                                     20,885     1,852,175  Bed Bath &          43,988  1/31/2015
                                                                                   Beyond
26     Arlington Center                                      42,885     1,694,666  JP Morgan          171,540  8/31/2027
                                                                                   Chase
27     Wildwood Communities MHP                                         1,598,999
28     Mission West Millbrook                                           1,587,782
29     Cypress Medical Center                                26,176     1,531,791  Cypress Surgery     24,975  2/29/2016
                                                                                   Center, L.L.C.
30     Mission Mill Creek                                               1,487,382
31     Plantation Apartments                                            1,615,713
32     Oklahoma Central Park                                199,538     1,511,994  Enogex, Inc.       109,493  3/31/2012
33     Hampton Inn - Nashville                                          1,915,939
34     Olde Lancaster Town Center                            77,290     1,331,798  Red Ventures,       20,000  5/31/2017
                                                                                   LLC
35     Centre at Culpeper                                    44,910     1,198,963  ALDI                16,180  6/30/2017
36     673 Brannan Street                                               1,551,360
37     725 Concord Avenue Medical Office Building            93,557     1,076,786  Mt. Auburn          68,792  1/31/2019
                                                                                   Professional
                                                                                   Services
38     6620 18th Avenue Retail(34)                                      1,081,588  Walgreens            8,753 11/30/2047
39     TN Office Portfolio - BGK                            132,390     1,067,077
39.01  The Terraces                                          44,729       406,381  Leitner,            13,250  7/31/2010
                                                                                   Williams,
                                                                                   Dooley &
                                                                                   Napolitan PLLC
39.02  Estate Office Park                                    28,061       330,094  Weir, J. Stephen     2,525 10/31/2009
                                                                                   DDS
39.03  Pine Ridge                                            34,504       208,020  Process              7,500  5/31/2012
                                                                                   Engineering
                                                                                   Associates
39.04  Crossroad Commons                                     25,096       122,582  Aeroflex USA         3,290  7/31/2008
40     Merrimac Plaza                                        36,504     1,042,081  A.J. Wright         26,540  1/31/2011
41     Inverness Business Center North                       62,303       986,766  Nissan N.A.,        61,398 12/31/2008
                                                                                   Inc.
42     Foothills Commerce Center Buildings C, D & E          48,252     1,077,255  Johnson             27,530  12/7/2016
                                                                                   Controls, Inc.
43     Eastside Plaza 3 & 4                                  52,828       940,202  State of            27,641  9/30/2011
                                                                                   Washington
                                                                                   (State Board for
                                                                                   Community and
                                                                                   Technical
                                                                                   Colleges)
44     Old National Town Center                              58,946     1,360,789  Ross Dress For      30,187  1/31/2018
                                                                                   Less, Inc.
45     Geneva Portfolio(17)                                  99,322     1,020,863
45.01  Greensboro                                                               0  Geneva, LLC         84,745  6/30/2019
45.02  Charlotte                                                                0  Geneva, LLC         22,487  6/30/2019
45.03  Ringgold                                                                 0  Geneva, LLC         23,308  6/30/2019
45.04  Wilmington                                                               0  Geneva, LLC         12,096  6/30/2019
46     770 & 780 Garden Street                                            521,338
47     509 212th Street                                                   295,512
48     Premier Landing                                       38,933     1,043,660  Belk (Pad Lease)    48,497 10/10/2026
49     555 South Woodward                                    88,132       941,404  Generations OB/      8,530  5/31/2008
                                                                                   GYN Center
50     Hamilton Crossing                                     37,993       885,625  Hamilton Ridge       6,600  8/31/2010
                                                                                   Ventures, LLC
                                                                                   (Master Lease)
51     Holiday Inn Express - Buckhead, GA                                 972,926
52     Boulder Ridge Apartments Phase II(26)                              796,674
53     West Town Apartments                                               754,673
54     Residence Inn - Livermore, CA                                      817,015
55     University Parkway                                    70,018       804,412  Fortson,            23,284 12/30/2016
                                                                                   Bentley, &
                                                                                   Griffin, PA
56     Mammoth Professional Building                         60,181     1,096,180  Martin and Coy       2,760 12/31/2007
                                                                                   CPA's
57     Walgreens Buckhead                                                 630,371  Walgreens Co.       15,717  12/1/2080
58     Holiday Inn Express Hotel & Suites - Deerfield                     839,440
59     Hoadly Marketplace                                     9,550       704,987  Bloom               38,274  9/27/2025
60     Mountain Dream Center                                 49,819       770,903  Tuscany Grill        5,700 10/31/2013
61     Eagle Electronics Office Building                     79,867       728,054  Eagle               59,014  3/31/2014
                                                                                   Electronics
62     Sable Chase at Sherwood                                            719,347
63     Maple Ridge Apartments II                                          709,610
64     6200 Seaforth Street                                  80,326       699,093  UPM                 31,584  7/31/2014
                                                                                   Pharmacueticals,
                                                                                   Inc.
65     Twin Lakes Shopping Center                            23,993       629,816  Andy's Bar           4,275  7/31/2011
66     Quioccasin Center Station                             36,922       615,486  Food Lion           36,616 10/30/2022
67     Fairmount Place Office                                58,344       590,997  United States of    28,971  3/31/2011
                                                                                   America (GSA)
68     Bala Apartments                                                    615,444
69     12621 Featherwood                                    104,329       582,678  SGS North           16,018        MTM
                                                                                   America, Inc.
70     CT Beverage Mart Plaza                                13,506       601,667  CT Beverage         15,600 12/31/2022
                                                                                   Mart
71     University Suites                                                  577,482
72     Bent Tree Plaza I, II & III                                        594,923  Grand Bank           9,201  2/28/2010
73     Bel-Red Medical Dental Center(27)                     27,501       551,641  HealthForce          5,735 12/31/2017
                                                                                   Occupational
                                                                                   Medicine,
74     Woodbridge Apartments                                              570,166
75     Autumn Ridge Medical Center                           37,281       524,990  Saint Elizabeth     36,424   3/1/2017
                                                                                   Physician
                                                                                   Network
76     Gadd Crossing                                         40,226       514,359  Rush Fitness        34,000  8/31/2021
                                                                                   Center
77     Lodi City Center                                      31,443       868,417  Lodi Stadium 12     41,168  7/31/2026
78     East Winchester                                       45,964       561,751  Unishippers         15,264   6/1/2009
79     Mammoth Encinitas West                                30,694       603,758  Ten Asset            4,226  5/31/2009
                                                                                   Management
80     Airport Atrium Center                                 67,292       458,953  GSA Airport         12,105  3/31/2009
                                                                                   Security
81     Exton Office                                          40,710       520,185  Elite Brokerage     23,795  8/30/2015
                                                                                   Services, Inc.
82     Walgreen's - Miami, FL                                             436,500  Walgreens           14,820  4/29/2082
83     Northdale Plaza                                       35,840       441,485  Fairview Health     12,600  2/28/2017
                                                                                   Services
84     53-83 Fourth Avenue                                   26,751       454,622  Cheviot             23,904  9/30/2010
                                                                                   Corporation
85     Burgard Industrial Park                               20,431       476,078  Boydstun Metals    100,000  3/31/2017
                                                                                   Works, Inc.
86     Wharton Mall(18)                                      27,958       431,307  Rite Aid Corp       13,160 12/12/2011
87     Aldo South Beach                                       3,190       472,788  Aldo U.S., Inc.      4,240 11/30/2021
88     Jefferson Industrial Complex(19)                      20,685       469,286  Sancor              39,500  7/31/2019
89     Broadway Lofts                                                     462,486
90     Kohl's Ground Lease - Forward                                      445,700  Kohl's Michigan     88,800  9/30/2027
                                                                                   LP
91     Candlewood Suites                                                  525,328
92     Capri Rialto Mobile Home Estates                                   468,179
93     Creative Children Learning Centers - Davie,           16,194       312,891  Creative Child -    16,554  7/31/2019
       FL(20)                                                                      Davie
94     Creative Children Learning Centers - Tallahassee,      9,399       181,613  Creative Child -     9,600  7/31/2019
       FL                                                                          Tallahassee
95     San Gabriel Professional Center                       39,636       430,713  Foothill             3,336        MTM
                                                                                   Cardiology
96     Snoqualmie Ridge Phase IV Lot 2                       14,054       450,818  Peak Sports and      3,500  9/27/2017
                                                                                   Spine Physical
                                                                                   Therapy
97     Woodlands Shopping Center                             24,071       423,088  Half Price Books     7,160  6/30/2011
98     Sleep Inn - Lexington, KY                                          485,457
99     The Metcalf Plaza / Target Center Shopping            18,295       396,567  Petland              5,897  6/30/2017
       Centers
100    Colony Commons I and II                               18,786       424,642  Susan G.            12,000   4/8/2017
                                                                                   Gaskill, MD, PA
101    Broadway Apartments                                                431,983
102    14144 Ventura Office Building                         64,920       739,844  GoTV                14,680   8/9/2009
                                                                                   Networks, Inc
103    550-552 West 21st Street(32)                           5,012       408,280  Yvon-Lambert         6,425  9/30/2016
                                                                                   Gallery
104    Candlewood Suites, Harrisonburg                                    479,681
105    Whitney National Bank                                 29,924       554,820  Whitney             30,307  9/30/2017
                                                                                   National Bank
106    Walgreen's - Dallas, TX                                            347,260  Walgreens           13,650  4/30/2078
107    Town Center Self Storage                                           572,075
108    Allen Town Center(29)                                 23,058       372,443  Cici's Pizza         5,500 12/22/2013
109    Holiday Inn Express - Libertyville, IL                             637,982
110    Staples - Golden, CO                                   4,400       358,448  Staples             20,390  9/30/2017
111    St Andrews Place                                      18,567       349,158  Epco Credit          2,700  2/28/2011
                                                                                   Union
112    Beacon Point Service Center                           38,321       414,133  DuraFloors, Inc.    44,870  9/30/2012
113    Padonia Plaza                                         44,834       436,006  NTR - Mid           10,000 10/31/2012
                                                                                   Atlantic
114    Best Western Casa Villa Suites - Harlingen, TX                     533,364
115    Borders Books & Music - Bowie                         18,685       369,199  Borders, Inc.       25,125  1/31/2019
116    Willow Bend                                           27,684       388,277  Staples, Inc        23,925  3/31/2015
117    796 Lexington Avenue                                   9,711       350,074  Embassy              1,201  7/31/2022
                                                                                   Liquors
118    Padre Commons Plaza                                    6,952       390,703  CiCi's Pizza         4,688  4/30/2016
119    Hampton Inn - Waycross, GA                                         417,690
120    Starbucks Center South                                 9,899       286,830  America              3,000 12/16/2014
                                                                                   Mattress
121    Bridgeport Apartments                                              335,601
122    Burchwood                                                          290,421
123    Jasper Mountain Highlands Shopping Center             15,899       331,377  Eye Doctor           3,200  12/1/2009
124    Spokane Apartments                                                 324,088
124.01 North Cliff Terrace                                                198,808
124.02 Hart Terrace                                                       125,281
125    Wood Dale Towne Center                                15,145       362,346  Petco                6,600 11/30/2009
126    NJVC Building                                         16,894       302,324  NJVC, LLC           62,500  8/31/2014
127    Holiday Inn Express - Livingston, TX                               402,388
128    126 Chestnut Street                                    4,620       279,294  The Mad River        6,600  7/12/2009
                                                                                   Grill
129    Amcal Business Center                                 22,578       314,150  AMCAL               12,801  9/30/2019
                                                                                   General
                                                                                   Contractors
130    Lost Creek Village                                    16,709       251,727  Patrick &            2,560  9/30/2013
                                                                                   O'Hare Eyecare
131    Mainstay Suites - Clute, TX                                        369,436
132    Georgia Center For Total Cancer Care                   9,173       305,067  American             6,535  4/30/2022
                                                                                   Oncology
                                                                                   Associates, LLC
133    Town Fair Shopping Center                             18,434       278,945  Plaza Mariachi-      6,200  3/31/2017
                                                                                   Mexican
                                                                                   Restaurant
134    Pioneer Square(29)                                    15,099       279,866  Old Republic        15,560 12/31/2008
                                                                                   Title
135    Mansell Plaza                                         15,838       317,835  Harry Norman         7,940  5/31/2008
                                                                                   Realtors
136    Comfort Suites - Yulee, FL                                         377,775
137    Stapleton Square                                      22,325       193,581  Real Estate          7,685  5/31/2010
                                                                                   Book
138    County Inn - Mountainview, CA                                      280,339
139    Bluebonnet Crossing                                   12,649       236,568  Izzo's               3,360  9/30/2009
                                                                                   (Outparcel)
140    Fletcher Square Shopping Center                       19,979       270,147  NTB                 19,725  6/30/2010
141    Shoppes of Crabapple                                   8,977       246,061  Starbucks            2,100  2/28/2017
                                                                                   Corporation
142    Ridgeway Plaza                                        14,776       221,011  Dog & Duck of        5,250  9/30/2008
                                                                                   Summerville,
                                                                                   LLC
143    EZ Storage Headquarters                               12,314       209,120  ezStorage           12,650  5/31/2022
                                                                                   Corporation
144    Office Depot - El Dorado, AR                          10,120       207,446  Office Depot        25,047  4/30/2015
145    Brambleton Medical Center                             16,102       199,693  YMCA of South        8,976 12/31/2013
                                                                                   Hampton Roads
146    Office Depot - Palestine, TX                          11,845       200,859  Office Depot        25,019  1/31/2016
147    The Continental Ranch Retail Center                    8,278       200,081  Verizon              2,514  7/31/2014
                                                                                   Wireless
148    State Street Retail                                   12,298       181,672  Rent-A-Center        4,212  1/31/2009
149    Westbrook Office Park                                  7,724       195,920  Will and Kamal       4,357  4/30/2011
                                                                                   Jeffers
150    Days Inn Airport South - College Park, GA(28)                      238,639
151    Towne Place                                           12,420       178,567  Hilton Head          6,000  6/30/2008
                                                                                   Hospitality
152    Cordes Professional Building                           9,343       156,986  Fort Bend            3,176  6/30/2013
                                                                                   Neurology
153    Ashford Plaza Retail Center                            6,907       140,424  $1.35 Family         2,560 10/31/2008
                                                                                   Cleaner
154    Muskegon Retail                                        9,087       154,713  Ci-Ci's Pizza        4,200  8/31/2017
155    Grogan's Forest Retail Center                          5,746       141,454  Castle Dental        2,508  6/30/2008
                                                                                   Centers of Texas
156    Sapphire Pointe                                       14,332       148,380  Dollar Tree          7,788  6/30/2011
                                                                                   Stores, Inc.
157    Lofts at McIntire                                                  123,629
158    Sunset Medical Office Building                         9,576       110,028  Carnaggio,           7,405  6/13/2011
                                                                                   Money,
                                                                                   Bearman,
                                                                                   Fugazzotto,
                                                                                   Harmon
                                                                                   Partnership LP
                                                                                   (Sub-leased to
                                                                                   Children's
                                                                                   Hospital of
                                                                                   Alabama)
159    Richmond Street Studios                                            109,683  Marsha               1,048  6/30/2010
                                                                                   Gonzales, XX-
                                                                                   PAC
160    Stamey Plaza                                           4,635       124,734  Starbucks            1,930  6/30/2016
161    Shoppes at Greystone                                   2,924       217,841  Champion             3,000 10/31/2016
                                                                                   Cleaners


                                       2nd Largest                 Lease
ID             Property Name             Tenant            SF    Expiration 3rd Largest Tenant          SF
--     ------------------------------ -----------        ------- ---------- ------------------        ------
1      Lincoln Square                     GSA             47,991 7/24/2011         Landmark Theatre   40,000
2      USFS Industrial Distribution
       Portfolio(15)(31)
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box
       103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992
       Forest Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North
4      85 Tenth Avenue                    Level 3        112,000 12/31/2017        State of New       57,858
                                                                                   York
5      130 Prince Street                  Swiss Army       3,525 6/30/2011         Stuart Moore,       2,049
                                          Retail, Inc.                             Ltd.
6      Georgian Towers
7      1150 18th Street, NW               Stinson         16,845 12/31/2009        Miller &           16,080
                                          Morrison                                 Chevalier
                                          Hecker
8      Quality King(16)(34)               Pro's Choice   220,032 9/30/2027         QK Healthcare,     59,978
                                          Beauty Care,                             Inc.
                                          Inc.
9      2 Journal Square                   JPMorgan         4,630 10/31/2012
                                          Chase Bank
10     Seattle Space Needle
11     CGM RRI Hotel Portfolio
11.01  Red Roof Inn Washington
       Downtown
11.02  Red Roof Inn Long Island
11.03  Red Roof Inn Miami Airport
11.04  Red Roof Inn Greater
       Washington Manassas
11.05  Red Roof Inn Ann Arbor
       University North
11.06  Red Roof Inn Fort Lauderdale
11.07  Red Roof Inn Tampa Brandon
11.08  Red Roof Inn Phoenix Chandler
11.09  Red Roof Inn Wilmington
11.10  Red Roof Inn Atlanta Druid
       Hills
11.11  Red Roof Inn BW Parkway
11.12  Red Roof Inn Tinton Falls
11.13  Red Roof Inn Baltimore North
       Timonium
11.14  Red Roof Inn Boston Northeast
       Saugus
11.15  Red Roof Inn Joliet
11.16  Red Roof Inn Chicago
       Naperville
11.17  Red Roof Inn Chicago
       Northbrook
11.18  Red Roof Inn Phoenix Airport
11.19  Red Roof Inn Louisville
       Airport
11.20  Red Roof Inn Phoenix Bell Road
11.21  Red Roof Inn Cleveland
       Independence
11.22  Red Roof Inn Erie
11.23  Red Roof Inn El Paso East
11.24  Red Roof Inn St Clairsville
11.25  Red Roof Inn Austin Round Rock
11.26  Red Roof Inn Knoxville West
11.27  Red Roof Inn Binghamton
11.28  Red Roof Inn Wilkes Barre
11.29  Red Roof Inn Pittsburgh
       Airport
11.30  Red Roof Inn Chicago Hoffman
       Estates
11.31  Red Roof Inn Enfield
11.32  Red Roof Inn West Springfield
11.33  Red Roof Inn Canton
11.34  Red Roof Inn Detroit
       Farmington Hills
11.35  Red Roof Inn Edison
11.36  Red Roof Inn Princeton North
11.37  Red Roof Inn Hickory
11.38  Red Roof Inn Asheville West
11.39  Red Roof Inn Richmond South
11.40  Red Roof Inn Columbus West
11.41  Red Roof Inn Greensboro
       Airport
11.42  Red Roof Inn Cincinnati
       Northeast Blue Ash
11.43  Red Roof Inn Johnson City
11.44  Red Roof Inn Detroit Troy
11.45  Red Roof Inn Cincinnati
       Sharonville(30)
11.46  Red Roof Inn West Monroe
11.47  Red Roof Inn Detroit Madison
       Heights
11.48  Red Roof Inn Kansas City
       Overland Park
11.49  Red Roof Inn Greenville
11.50  Red Roof Inn New London
11.51  Red Roof Inn Nashville South
11.52  Red Roof Inn Jamestown
       Falconer
12     Royale Retail Condominium          Custom          13,000 12/31/2012        Citibank            8,760
                                          Parking Corp.
13     Great Escape Lodge(34)
14     California Department Store
       Portfolio(21)
14.01  Nordstrom - San Diego
14.02  Macy's - Pleasanton
14.03  Macy's - Laguna Hills
15     Copper Beech Townhomes -
       Statesboro, GA
16     Serrano Highlands
17     Town Center East Building 3        State of        48,858 6/30/2016         State of           36,045
                                          Washington                               Washington
                                          (Department                              (Labor &
                                          of Health)                               Industries)
18     Spanish Ranch MHP
19     Versar Center Office Building      Versar, Inc.    49,189 11/30/2015        National Capital   19,925
                                                                                   Preferred
                                                                                   Provided
                                                                                   Organization
20     Parkway Plaza                      Bed Bath &      30,244 1/31/2010         Ross Dress For     27,200
                                          Beyond                                   Less
21     The Clubs at Rhodes Ranch
22     Hotel deLuxe(34)
23     Valley Freeway Center              Thomasville     16,584 12/31/2009        Praxair            12,042
                                          Furniture
24     Chicago Bridge & Iron(33)
25     Creekwalk Village                  Michaels        30,000 10/31/2009        DSW Shoe           26,361
                                          Stores, Inc.                             Warehouse, Inc.
26     Arlington Center
27     Wildwood Communities MHP
28     Mission West Millbrook
29     Cypress Medical Center             Wichita         11,210 4/30/2017         Orthopaedic &       9,381
                                          Radiological                             Sports Medicine
                                          Group
30     Mission Mill Creek
31     Plantation Apartments
32     Oklahoma Central Park              Oklahoma        19,337 11/30/2007        Cicada Corp.       19,337
                                          Student Loan
                                          Authority
33     Hampton Inn - Nashville
34     Olde Lancaster Town Center         Alpha           15,000 5/31/2014         Chesterbrook       10,876
                                          Security                                 Academy
                                          Products
35     Centre at Culpeper                 Carpet One       4,987 3/31/2012         Chinese Buffet      3,809
36     673 Brannan Street
37     725 Concord Avenue Medical         Prometrika,     10,692 8/31/2011         Knowledge           5,742
       Office Building                    LLC                                      Learning Corp
38     6620 18th Avenue Retail(34)        Commerce         4,119 11/30/2022
                                          Bank
39     TN Office Portfolio - BGK
39.01  The Terraces                       Ener/Nex         5,616 9/30/2008         Geo-Marine, Inc.    5,351
                                          Corporation
39.02  Estate Office Park                 B. H.            2,419 6/30/2010         East Memphis        1,984
                                          Lending                                  Dental Group
                                          Group
39.03  Pine Ridge                         Durateck         3,750    MTM            Shonka Research     3,750
                                          Federal                                  Associates
                                          Services
39.04  Crossroad Commons                  Crossland        2,610 11/14/2007        Trillium            2,368
                                          Title, Inc.                              Construction
                                                                                   Service
40     Merrimac Plaza                     Dollar Tree     18,750 1/31/2014         Maxi Drugs dba     17,778
                                                                                   Brooks Pharmacy
41     Inverness Business Center          South Seas      12,129 2/28/2009         T.I. Training       9,720
       North                              Data
42     Foothills Commerce Center          Patterson       17,146 6/30/2014         Mark IV Capital,   15,189
       Buildings C, D & E                 Dental                                   Inc. (Master
                                          Supply, Inc.                             Lease)
43     Eastside Plaza 3 & 4               State of        24,024 8/31/2016         Vine Street        17,423
                                          Washington                               Investors (Master
                                          (Department                              Lease)
                                          of Veteran
                                          Affairs)
44     Old National Town Center           Gen X           12,000 4/30/2017         Dugan's             7,364
                                          Clothing                                 Restaurant
45     Geneva Portfolio(17)
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street
47     509 212th Street
48     Premier Landing                    Dollar Tree     10,050 9/30/2008         Rack Room           5,700
49     555 South Woodward                 The Guardian     7,758 12/31/2012        Poyle Associates,   5,451
                                          Life                                     Inc.
                                          Insurance
                                          Company
50     Hamilton Crossing                  Metro            4,500 11/30/2014        Kado Sushi-         3,450
                                          Brokers                                  Antonio Kosasih
                                                                                   & Juardy Lo
51     Holiday Inn Express -
       Buckhead, GA
52     Boulder Ridge Apartments
       Phase II(26)
53     West Town Apartments
54     Residence Inn - Livermore, CA
55     University Parkway                 Plum Creek      19,749 6/18/2017         Countrywide         5,351
                                          Timberlands,                             Home Loans
                                          LP
56     Mammoth Professional Building      Community        2,473 1/31/2009         Premier             2,208
                                          Bank                                     Wholesale
                                                                                   Lending
57     Walgreens Buckhead
58     Holiday Inn Express Hotel &
       Suites - Deerfield
59     Hoadly Marketplace                 Pizza Hut        1,319 12/31/2011        Classic Cuttery     1,217
60     Mountain Dream Center              Terra West       5,441 3/14/2009         Hit a Few Golf      3,510
                                          Property
                                          Management
61     Eagle Electronics Office           Maxim           12,195 1/31/2008         C.W. Kephart -      3,316
       Building                           Intergrated                              Competition Eng
                                          Products
62     Sable Chase at Sherwood
63     Maple Ridge Apartments II
64     6200 Seaforth Street               Priority One    15,636 2/28/2009         ChemPacific         8,432
                                          Services, Inc.                           Corporation
65     Twin Lakes Shopping Center         Kentucky         2,300 6/30/2008         Grease Monkey       1,848
                                          Fried
                                          Chicken
66     Quioccasin Center Station          Talk of the      5,000 3/31/2012         Core Kids           4,237
                                          Town                                     Academy
                                          Restaurants
67     Fairmount Place Office             University of    7,379 8/31/2009         Greenleaf           6,553
                                          Arizona                                  Compaction
68     Bala Apartments
69     12621 Featherwood                  S&S Traffic     14,314 2/15/2008         SIS-Tech            7,248
                                          Management                               Solutions, LLC
70     CT Beverage Mart Plaza             Easter Seals    12,000 11/30/2027        Better Bedding      5,500
                                          Goodwill,
                                          Inc.
71     University Suites
72     Bent Tree Plaza I, II & III        Vidor            8,931 7/31/2011         Suddenlink          8,581
                                          Resources,
                                          Inc.
73     Bel-Red Medical Dental             Valor            4,963 8/31/2012         Meydenbauer         4,722
       Center(27)                         Healthcare                               Dental
74     Woodbridge Apartments
75     Autumn Ridge Medical Center
76     Gadd Crossing                      ALDI Food       18,452  7/2/2015         McAllister's Deli   4,000
                                          Store
77     Lodi City Center                   Starbucks        1,540 5/31/2014         Scooter's           1,523
                                          Corporation
78     East Winchester                    Founder's        9,716 1/31/2010         Waddell & Reed      4,192
                                          Title
79     Mammoth Encinitas West             The Heller       2,570 4/30/2010         Siennax, Inc.       1,656
                                          Real Estate
                                          Group
80     Airport Atrium Center              Concentra        7,514 10/31/2016        ME Dey              6,041
                                          Medical                                  Company, Inc.
                                          Center
81     Exton Office                       NTN              5,800 10/31/2010        Lincoln Financial   3,780
                                          Bearings
82     Walgreen's - Miami, FL
83     Northdale Plaza                    Partners in      8,726 7/30/2018         Floors Galore &     3,000
                                          Pediatrics                               More, Inc.
                                          Ltd.
84     53-83 Fourth Avenue                United          10,500 10/31/2009        Kids U Suburban     6,942
                                          Technologies                             Boston, LLC
                                          Corporation
85     Burgard Industrial Park
86     Wharton Mall(18)                   Acaline         12,040 1/31/2015         Ming Court          6,560
                                          Produce                                  Buffet Rest.
                                          (Apple Tree)
87     Aldo South Beach
88     Jefferson Industrial               Auto Guard      15,000 7/31/2010         Hip to Hop         10,000
       Complex(19)
89     Broadway Lofts
90     Kohl's Ground Lease - Forward
91     Candlewood Suites
92     Capri Rialto Mobile Home
       Estates
93     Creative Children Learning
       Centers - Davie, FL(20)
94     Creative Children Learning
       Centers - Tallahassee, FL
95     San Gabriel Professional           Lorinda          2,679 2/10/2011         Dr. Chun Yek        2,633
       Center                             Liang, MD                                Wang
96     Snoqualmie Ridge Phase IV Lot      Kirby Nelson     2,500 9/27/2017         Finaghty's          1,530
       2                                  Orthodontics
97     Woodlands Shopping Center          Kobe             6,100 6/30/2012         Wrights Furniture   5,221
                                          Japanese
                                          Steakhouse
98     Sleep Inn - Lexington, KY
99     The Metcalf Plaza / Target         Heart of         3,100 3/31/2012         Masters Martial     2,640
       Center Shopping Centers            America                                  Arts
                                          Shipping
100    Colony Commons I and II            Joeseph          2,045 11/30/2010        Dr. Balbino Beltre  1,950
                                          Szendi
101    Broadway Apartments
102    14144 Ventura Office Building      International   10,735 5/31/2017         Notification        9,078
                                          Parking                                  Technologies
                                          Design, Inc.
103    550-552 West 21st Street(32)
104    Candlewood Suites,
       Harrisonburg
105    Whitney National Bank
106    Walgreen's - Dallas, TX
107    Town Center Self Storage
108    Allen Town Center(29)              A-Town           4,225    MTM            Gregory D.          4,120
                                          Sports                                   Coronado
109    Holiday Inn Express -
       Libertyville, IL
110    Staples - Golden, CO
111    St Andrews Place                   Benefiecial      1,800 12/31/2010        Asian Spice         1,800
112    Beacon Point Service Center        Cincinnati      32,105 4/30/2011         Jorge Gurgel       12,800
                                          Enquirer                                 Enterprises
113    Padonia Plaza                      Padonia          7,000 1/31/2027         Country Wide        3,474
                                          Foods                                    Home Loans
114    Best Western Casa Villa
       Suites - Harlingen, TX
115    Borders Books & Music - Bowie
116    Willow Bend                        Dollar Tree     12,219 5/31/2009         Rugged             12,000
                                          Stores, Inc.                             Wearhouse, Inc.
117    796 Lexington Avenue               Gotham City        977 5/31/2009         Benancio Garcia       977
                                          Comics, Inc.
118    Padre Commons Plaza                Warehouse        4,125 4/30/2011         King of Sleep       2,437
                                          Pool Supply                              Clearance Center
119    Hampton Inn - Waycross, GA
120    Starbucks Center South             Starbucks        1,800 10/1/2017         Hawaiian BBQ        1,502
121    Bridgeport Apartments
122    Burchwood
123    Jasper Mountain Highlands          Johnny's         2,500 12/1/2009         Ably Asian          2,222
       Shopping Center                    Pizza
124    Spokane Apartments
124.01 North Cliff Terrace
124.02 Hart Terrace
125    Wood Dale Towne Center             Famous           5,000 10/31/2009        Sally Beauty        1,627
                                          Footwear                                 Company, Inc.
126    NJVC Building
127    Holiday Inn Express -
       Livingston, TX
128    126 Chestnut Street
129    Amcal Business Center              Pacific Coast    4,841 12/31/2009        Westlake            2,017
                                          Civil                                    Packaging
130    Lost Creek Village                 Eden Dental      2,000 4/30/2015         Carpet and Tile     1,971
                                                                                   Masters
131    Mainstay Suites - Clute, TX
132    Georgia Center For Total           Georgia          4,586 4/27/2017
       Cancer Care                        Cancer
                                          Specialists I,
                                          PC
133    Town Fair Shopping Center          China Chili      4,590 1/31/2010         Beyond              2,000
                                                                                   Academics -
                                                                                   preschool
                                                                                   development
134    Pioneer Square(29)                 DCL              4,500 5/31/2011         Wells Fargo         2,200
                                          Management
                                          (Master
                                          Lease)
135    Mansell Plaza                      Ab Sales, Inc.   3,635 6/30/2012         American Express    2,700
                                                                                   Travel
136    Comfort Suites - Yulee, FL
137    Stapleton Square                   Majestic         6,522 4/30/2010         Industrial          5,409
                                          Awnings                                  Distribution
138    County Inn - Mountainview, CA
139    Bluebonnet Crossing                Midsouth         2,250 7/31/2010         Subway              1,800
                                          Bank
                                          (Outparcel)
140    Fletcher Square Shopping           Jo Ann Fabric   13,581 1/31/2011         The Scooter Store   5,698
       Center
141    Shoppes of Crabapple               FedEx            1,650 10/31/2011        Stefan Boros        1,600
                                          Kinko's                                  (Master Lease)
142    Ridgeway Plaza                     La Carreta       3,600 8/30/2009         Passing Fancy       1,875
                                          Mexican
                                          Restaurant
143    EZ Storage Headquarters
144    Office Depot - El Dorado, AR
145    Brambleton Medical Center          American         6,686 6/30/2010         Obstetrics &        1,667
                                          National Red                             Gynocological
                                          Cross                                    Associates of
                                                                                   Tidewater, Inc.
146    Office Depot - Palestine, TX
147    The Continental Ranch Retail       FedEx/           2,276 8/31/2012         Nail Salon          1,200
       Center                             Kinko's
148    State Street Retail                CATO             4,104 1/31/2009         Gamestop, Inc.      1,589
149    Westbrook Office Park              Vistancia,       3,405 1/31/2011         Republic Home       2,266
                                          LLC                                      Mortgage
150    Days Inn Airport South -
       College Park, GA(28)
151    Towne Place                        Academic         4,000 9/30/2009         Bon Vivant Salon    4,000
                                          Fashions
                                          Uniforms
152    Cordes Professional Building       Houston          2,664 5/20/2011         Upright MRI of      2,046
                                          Spine &                                  Sugar Land
                                          Rehabilitation
                                          Centers
153    Ashford Plaza Retail Center        Curves           2,048 6/30/2010         Papa Johns-         1,408
                                                                                   Houston Pizza
                                                                                   Venture
154    Muskegon Retail                    Allcare          3,000 9/30/2017         RX Optical          2,800
                                          Dental
155    Grogan's Forest Retail Center      Quizno's         2,000 2/29/2012         Pine Oak            1,406
                                                                                   Cleaners
156    Sapphire Pointe                    Hibbett          5,087 7/31/2012         Cato                4,160
                                          Sporting
                                          Goods
157    Lofts at McIntire
158    Sunset Medical Office Building     Carnaggio,       1,037 6/13/2011
                                          Money,
                                          Bearman,
                                          Fugazzotto,
                                          Harmon
                                          Partnership
                                          LP
159    Richmond Street Studios            Breaking Bad     1,021  2/1/2008         Azin Mehrnoosh,     1,021
                                          Productions                              Hi-Def
160    Stamey Plaza                       iPCS             1,875 8/31/2011         H & R Block         1,045
                                          Wireless, Inc.
161    Shoppes at Greystone               Ensley-          2,250 1/31/2013         Planet Cellular     2,250
                                          Fairfield                                dba Bigfoot


                                                                                              Upfront       Monthly
                                                              Lease    Occupancy Occupancy  Replacement   Replacement
ID     Property Name                                        Expiration   Rate    As-of Date Reserves(25)   Reserves
--     ---------------------------------------------------- ---------- --------- ---------- ------------ -------------
1      Lincoln Square                                        1/31/2019  100.00%  6/14/2007                       6,766
2      USFS Industrial Distribution Portfolio(15)(31)                   100.00%  11/1/2007
2.01   15155 Northam Street(30)                                         100.00%  11/1/2007
2.02   120 Longs Pond Road                                              100.00%  11/1/2007
2.03   7004 East Hanna Avenue                                           100.00%  11/1/2007
2.04   1685 West Cheyenne Avenue                                        100.00%  11/1/2007
2.05   7801 Statesville Road                                            100.00%  11/1/2007
2.06   300 Lawrence Drive                                               100.00%  11/1/2007
2.07   4550 West Buckeye Road                                           100.00%  11/1/2007
2.08   8024 Telegraph Road                                              100.00%  11/1/2007
2.09   10211 North IH 35                                                100.00%  11/1/2007
2.10   7598 NW 6th Avenue                                               100.00%  11/1/2007
2.11   11994 Livingston Road                                            100.00%  11/1/2007
2.12   1500 NC Hwy 39                                                   100.00%  11/1/2007
2.13   28001 Napier Road                                                100.00%  11/1/2007
2.14   11955 East Peakview Avenue                                       100.00%  11/1/2007
2.15   12301 Cumberland Road                                            100.00%  11/1/2007
2.16   1899 N US Hwy 1                                                  100.00%  11/1/2007
2.17   222 Otrobando Avenue P.O. Box 103(30)                            100.00%  11/1/2007
2.18   9605 54th Avenue North                                           100.00%  11/1/2007
2.19   W137 N9245 Highway 45                                            100.00%  11/1/2007
2.20   950 South Shiloh Road & 1992 Forest Lane                         100.00%  11/1/2007
2.21   111 Alliant Drive                                                100.00%  11/1/2007
2.22   40 Fort Lewis Boulevard                                          100.00%  11/1/2007
2.23   755 Pierce Road                                                  100.00%  11/1/2007
2.24   8000 Bavaria Road                                                100.00%  11/1/2007
2.25   10410 South 50th Place                                           100.00%  11/1/2007
2.26   1 Quality Lane                                                   100.00%  11/1/2007
2.27   2850 Selma Highway                                               100.00%  11/1/2007
2.28   5445 Spellmire Drive                                             100.00%  11/1/2007
2.29   1350/1400 North 10th Street                                      100.00%  11/1/2007
2.30   1044/1045 Garden Street                                          100.00%  11/1/2007
2.31   4601 32nd Avenue South                                           100.00%  11/1/2007
2.32   5353 Nathan Lane North                                           100.00%  11/1/2007
2.33   125 Gardenville Parkway West                                     100.00%  11/1/2007
2.34   6315 John J Pershing Drive                                       100.00%  11/1/2007
2.35   3500 Saratoga Avenue(30)                                         100.00%  11/1/2007
2.36   333-340 North Claremont Avenue                                   100.00%  11/1/2007
2.37   2575 Virginia Avenue                                             100.00%  11/1/2007
2.38   345 Kino Drive                                                   100.00%  11/1/2007
3      Charles River Plaza North                                        100.00%  5/18/2007
4      85 Tenth Avenue                                       3/31/2014   98.97%  5/10/2007
5      130 Prince Street                                     7/31/2009  100.00%  6/13/2007
6      Georgian Towers                                                   89.60%  9/18/2007   34,265,000
7      1150 18th Street, NW                                  2/29/2008   98.88%  7/31/2007                       2,776
8      Quality King(16)(34)                                  9/30/2027  100.00%  10/24/2007       7,143          7,143
9      2 Journal Square                                                  93.06%   7/3/2007
10     Seattle Space Needle                                             100.00%     NAP
11     CGM RRI Hotel Portfolio                                           61.22%   Various
11.01  Red Roof Inn Washington Downtown                                  62.88%  6/30/2007
11.02  Red Roof Inn Long Island                                          73.72%  6/30/2007
11.03  Red Roof Inn Miami Airport                                        78.73%  6/30/2007
11.04  Red Roof Inn Greater Washington Manassas                          71.78%  6/30/2007
11.05  Red Roof Inn Ann Arbor University North                           64.70%  6/30/2007
11.06  Red Roof Inn Fort Lauderdale                                      67.64%  6/30/2007
11.07  Red Roof Inn Tampa Brandon                                        63.87%  6/30/2007
11.08  Red Roof Inn Phoenix Chandler                                     53.95%  6/30/2007
11.09  Red Roof Inn Wilmington                                           64.02%  6/30/2007
11.10  Red Roof Inn Atlanta Druid Hills                                  77.34%  6/30/2007
11.11  Red Roof Inn BW Parkway                                           67.86%  6/30/2007
11.12  Red Roof Inn Tinton Falls                                         56.70%  6/30/2007
11.13  Red Roof Inn Baltimore North Timonium                             54.62%  6/30/2007
11.14  Red Roof Inn Boston Northeast Saugus                              66.92%  6/30/2007
11.15  Red Roof Inn Joliet                                               61.41%  6/30/2007
11.16  Red Roof Inn Chicago Naperville                                   57.03%  6/30/2007
11.17  Red Roof Inn Chicago Northbrook                                   63.48%  6/30/2007
11.18  Red Roof Inn Phoenix Airport                                      56.92%  6/30/2007
11.19  Red Roof Inn Louisville Airport                                   56.11%  6/30/2007
11.20  Red Roof Inn Phoenix Bell Road                                    61.72%  6/30/2007
11.21  Red Roof Inn Cleveland Independence                               57.98%  6/30/2007
11.22  Red Roof Inn Erie                                                 66.89%  6/30/2007
11.23  Red Roof Inn El Paso East                                         77.47%  6/30/2007
11.24  Red Roof Inn St Clairsville                                       70.49%  6/30/2007
11.25  Red Roof Inn Austin Round Rock                                    74.99%  6/30/2007
11.26  Red Roof Inn Knoxville West                                       63.66%  5/31/2007
11.27  Red Roof Inn Binghamton                                           65.57%  6/30/2007
11.28  Red Roof Inn Wilkes Barre                                         63.49%  6/30/2007
11.29  Red Roof Inn Pittsburgh Airport                                   56.97%  6/30/2007
11.30  Red Roof Inn Chicago Hoffman Estates                              49.11%  6/30/2007
11.31  Red Roof Inn Enfield                                              59.76%  6/30/2007
11.32  Red Roof Inn West Springfield                                     51.34%  6/30/2007
11.33  Red Roof Inn Canton                                               52.42%  6/30/2007
11.34  Red Roof Inn Detroit Farmington Hills                             44.89%  6/30/2007
11.35  Red Roof Inn Edison                                               57.14%  6/30/2007
11.36  Red Roof Inn Princeton North                                      54.12%  6/30/2007
11.37  Red Roof Inn Hickory                                              63.16%  6/30/2007
11.38  Red Roof Inn Asheville West                                       63.01%  6/30/2007
11.39  Red Roof Inn Richmond South                                       64.40%  6/30/2007
11.40  Red Roof Inn Columbus West                                        60.96%  6/30/2007
11.41  Red Roof Inn Greensboro Airport                                   56.42%  6/30/2007
11.42  Red Roof Inn Cincinnati Northeast Blue Ash                        51.56%  6/30/2007
11.43  Red Roof Inn Johnson City                                         59.13%  6/30/2007
11.44  Red Roof Inn Detroit Troy                                         42.15%  6/30/2007
11.45  Red Roof Inn Cincinnati Sharonville(30)                           63.66%  6/30/2007
11.46  Red Roof Inn West Monroe                                          65.22%  6/30/2007
11.47  Red Roof Inn Detroit Madison Heights                              50.11%  6/30/2007
11.48  Red Roof Inn Kansas City Overland Park                            51.86%  6/30/2007
11.49  Red Roof Inn Greenville                                           56.00%  6/30/2007
11.50  Red Roof Inn New London                                           45.81%  6/30/2007
11.51  Red Roof Inn Nashville South                                      72.08%  6/30/2007
11.52  Red Roof Inn Jamestown Falconer                                   50.89%  6/30/2007
12     Royale Retail Condominium                             5/31/2013  100.00%  7/17/2007                         467
13     Great Escape Lodge(34)                                            61.10%  8/31/2007                      53,333
14     California Department Store Portfolio(21)                        100.00%  10/1/2007
14.01  Nordstrom - San Diego                                            100.00%  10/1/2007
14.02  Macy's - Pleasanton                                              100.00%  10/1/2007
14.03  Macy's - Laguna Hills                                            100.00%  10/1/2007
15     Copper Beech Townhomes - Statesboro, GA                           96.75%  8/21/2007                       6,150
16     Serrano Highlands                                                 97.92%  5/15/2007                       5,000
17     Town Center East Building 3                           3/31/2012   97.50%   9/6/2007                       2,459
18     Spanish Ranch MHP                                                100.00%  8/15/2007
19     Versar Center Office Building                         7/31/2008   87.08%   7/1/2007                       3,623
20     Parkway Plaza                                         1/31/2012   90.73%   6/7/2007      240,000          3,283
21     The Clubs at Rhodes Ranch                                         94.80%   5/3/2007                       5,625
22     Hotel deLuxe(34)                                                  61.20%  8/31/2007                      20,219
23     Valley Freeway Center                                 2/28/2010   95.02%  8/14/2007                       1,909
24     Chicago Bridge & Iron(33)                                        100.00%  11/1/2007                       2,200
25     Creekwalk Village                                     1/31/2014  100.00%  7/12/2007                       3,054
26     Arlington Center                                                 100.00%  11/1/2007
27     Wildwood Communities MHP                                          99.37%   9/1/2007                       1,554
28     Mission West Millbrook                                            97.55%  10/21/2007     681,250
29     Cypress Medical Center                                4/30/2017   95.23%   5/1/2007                       1,241
30     Mission Mill Creek                                                97.00%  8/30/2007      336,000          2,800
31     Plantation Apartments                                             93.24%  9/26/2007                       4,625
32     Oklahoma Central Park                                 7/31/2009   92.33%   6/1/2007                       3,440
33     Hampton Inn - Nashville                                           94.16%   9/7/2007                      22,800
34     Olde Lancaster Town Center                            5/31/2022  100.00%  5/18/2007                       1,201
35     Centre at Culpeper                                    8/31/2017   91.15%  6/21/2007                         597
36     673 Brannan Street                                                98.33%   9/1/2007                       1,000
37     725 Concord Avenue Medical Office Building           10/31/2010  100.00%  7/18/2007                       1,420
38     6620 18th Avenue Retail(34)                                      100.00%  10/23/2007
39     TN Office Portfolio - BGK                                         87.13%   8/1/2007                      30,550
39.01  The Terraces                                          7/31/2009   87.17%   8/1/2007
39.02  Estate Office Park                                    3/31/2009   93.85%   8/1/2007
39.03  Pine Ridge                                            2/29/2008   79.79%   8/1/2007
39.04  Crossroad Commons                                     7/31/2008   91.99%   8/1/2007
40     Merrimac Plaza                                        3/25/2010   85.58%   5/1/2007                       1,462
41     Inverness Business Center North                             MTM   97.28%  7/31/2007      175,000          1,941
42     Foothills Commerce Center Buildings C, D & E          9/11/2010   95.00%  8/31/2007
43     Eastside Plaza 3 & 4                                  8/31/2012   97.50%   9/5/2007                       1,181
44     Old National Town Center                              8/31/2017   95.68%  8/31/2007
45     Geneva Portfolio(17)                                             100.00%  6/28/2007                       1,788
45.01  Greensboro                                                       100.00%  6/28/2007
45.02  Charlotte                                                        100.00%  6/28/2007
45.03  Ringgold                                                         100.00%  6/28/2007
45.04  Wilmington                                                       100.00%  6/28/2007
46     770 & 780 Garden Street                                          100.00%   8/6/2007      436,880            925
47     509 212th Street                                                 100.00%   8/9/2007                       1,063
48     Premier Landing                                       8/24/2011   97.95%  9/18/2007
49     555 South Woodward                                    8/31/2008   82.65%  10/1/2007                       1,414
50     Hamilton Crossing                                    12/31/2016   95.00%  8/14/2007                         606
51     Holiday Inn Express - Buckhead, GA                                75.48%  5/31/2007                       9,275
52     Boulder Ridge Apartments Phase II(26)                            100.00%  8/15/2007                       1,958
53     West Town Apartments                                              93.75%  5/23/2007    1,059,109
54     Residence Inn - Livermore, CA                                     75.50%  5/31/2007                      10,083
55     University Parkway                                    9/12/2011   96.50%  4/27/2007                         618
56     Mammoth Professional Building                         3/31/2009   85.48%  10/3/2007                       1,006
57     Walgreens Buckhead                                               100.00%  9/13/2007
58     Holiday Inn Express Hotel & Suites - Deerfield                    63.26%  5/31/2007                       8,897
59     Hoadly Marketplace                                    2/28/2012   92.28%  7/11/2007
60     Mountain Dream Center                                 2/28/2009   92.72%  8/21/2007
61     Eagle Electronics Office Building                     3/31/2012  100.00%   6/1/2007                       1,331
62     Sable Chase at Sherwood                                           98.56%  8/20/2007                       4,333
63     Maple Ridge Apartments II                                        100.00%  10/2/2007                       2,021
64     6200 Seaforth Street                                 12/31/2017  100.00%  7/24/2007                       2,015
65     Twin Lakes Shopping Center                           12/31/2008  100.00%  7/24/2007                         652
66     Quioccasin Center Station                            10/31/2012   96.36%  10/10/2007                        958
67     Fairmount Place Office                                1/20/2011   90.72%  10/2/2007                       1,287
68     Bala Apartments                                                   95.86%  10/30/2007                      3,021
69     12621 Featherwood                                     4/30/2011  100.00%   6/8/2007                       1,439
70     CT Beverage Mart Plaza                                7/31/2008   90.91%   8/1/2007                         550
71     University Suites                                                100.00%  3/24/2007                       1,990
72     Bent Tree Plaza I, II & III                           9/30/2008   97.67%  8/15/2007      100,000
73     Bel-Red Medical Dental Center(27)                     9/30/2016  100.00%  9/18/2007                         432
74     Woodbridge Apartments                                             95.59%  6/29/2007
75     Autumn Ridge Medical Center                                      100.00%  8/29/2007                         607
76     Gadd Crossing                                         9/30/2011   95.90%   7/1/2007
77     Lodi City Center                                     12/31/2009   97.30%  7/31/2007
78     East Winchester                                       6/30/2008  100.00%   8/2/2007
79     Mammoth Encinitas West                                8/31/2009   85.27%  10/17/2007                        512
80     Airport Atrium Center                                10/31/2010   93.88%   8/1/2007                       1,046
81     Exton Office                                         12/31/2010  100.00%  7/26/2007                         676
82     Walgreen's - Miami, FL                                           100.00%  7/12/2007
83     Northdale Plaza                                        1/1/2012   79.09%   6/1/2007                  Commencing
                                                                                                            11/1/2011,
                                                                                                               monthly
                                                                                                            payment of
                                                                                                                  $447
84     53-83 Fourth Avenue                                  10/31/2011   92.41%  3/26/2007                         672
85     Burgard Industrial Park                                          100.00%   7/5/2007                         833
86     Wharton Mall(18)                                      9/30/2012  100.00%  5/31/2007                         565
87     Aldo South Beach                                                 100.00%  9/15/2006                          53
88     Jefferson Industrial Complex(19)                      7/31/2010  100.00%   4/1/2007        1,075          1,075
89     Broadway Lofts                                                    97.80%  8/28/2007                       1,854
90     Kohl's Ground Lease - Forward                                    100.00%  6/11/2007
91     Candlewood Suites                                                 79.65%   5/1/2007        5,049          5,049
92     Capri Rialto Mobile Home Estates                                 100.00%  10/10/2007      34,000            457
93     Creative Children Learning Centers - Davie, FL(20)               100.00%   6/1/2007                         208
94     Creative Children Learning Centers - Tallahassee, FL             100.00%   6/1/2007                         120
95     San Gabriel Professional Center                             MTM  100.00%  6/21/2007                         485
96     Snoqualmie Ridge Phase IV Lot 2                       9/27/2010  100.00%  10/3/2007                         219
97     Woodlands Shopping Center                            12/31/2011   95.05%  7/19/2007                         402
98     Sleep Inn - Lexington, KY                                         69.46%  8/31/2007                       6,335
99     The Metcalf Plaza / Target Center Shopping Centers     9/5/2012   87.43%  7/20/2007                         166
100    Colony Commons I and II                               6/30/2015   82.85%  7/31/2007
101    Broadway Apartments                                               93.38%  10/5/2007                       4,208
102    14144 Ventura Office Building                          9/6/2008  100.00%  9/10/2007
103    550-552 West 21st Street(32)                                     100.00%  10/11/2007                         81
104    Candlewood Suites, Harrisonburg                                   85.50%  8/31/2007                       4,406
105    Whitney National Bank                                            100.00%  7/31/2007                         500
106    Walgreen's - Dallas, TX                                          100.00%  7/12/2007
107    Town Center Self Storage                                          92.65%   7/5/2007       30,210
108    Allen Town Center(29)                                12/31/2007  100.00%   9/1/2007       10,000
109    Holiday Inn Express - Libertyville, IL                            78.30%  12/31/2006                      6,442
110    Staples - Golden, CO                                             100.00%   9/5/2007                         255
111    St Andrews Place                                      4/30/2011   88.10%  6/11/2007
112    Beacon Point Service Center                          11/30/2011  100.00%  8/31/2007
113    Padonia Plaza                                         6/30/2012   81.43%   9/1/2007
114    Best Western Casa Villa Suites - Harlingen, TX                    61.30%  7/31/2007                       3,592
115    Borders Books & Music - Bowie                                    100.00%   7/2/2007                         314
116    Willow Bend                                           4/30/2010   90.43%  8/31/2007
117    796 Lexington Avenue                                  8/14/2008  100.00%  8/16/2007                         106
118    Padre Commons Plaza                                   5/31/2011  100.00%  9/11/2007        9,938
119    Hampton Inn - Waycross, GA                                        68.70%  8/31/2007                       4,145
120    Starbucks Center South                                9/30/2017   80.74%  10/16/2007                        159
121    Bridgeport Apartments                                             95.65%  10/30/2007                      2,875
122    Burchwood                                                         98.60%   6/1/2007                       1,500
123    Jasper Mountain Highlands Shopping Center              6/1/2016  100.00%   8/1/2007          339            339
124    Spokane Apartments                                                88.68%  9/21/2007                       3,313
124.01 North Cliff Terrace                                               95.40%  9/21/2007
124.02 Hart Terrace                                                      80.56%  9/21/2007
125    Wood Dale Towne Center                                4/30/2010  100.00%   7/1/2007
126    NJVC Building                                                    100.00%  7/23/2007                         521
127    Holiday Inn Express - Livingston, TX                              79.47%  5/31/2007        4,653     $4,653 for
                                                                                                                1st 12
                                                                                                               months,
                                                                                                            thereafter
                                                                                                                TBD by
                                                                                                                lender
                                                                                                         (no less than
                                                                                                         1/12th of 4%
                                                                                                         of gross
                                                                                                         income from
                                                                                                         operations)
128    126 Chestnut Street                                              100.00%   8/2/2007                         183
129    Amcal Business Center                                 9/30/2008   97.34%  9/17/2007                         438
130    Lost Creek Village                                    9/30/2012   86.91%  6/30/2007          148            148
131    Mainstay Suites - Clute, TX                                       71.60%  6/30/2007                       4,019
132    Georgia Center For Total Cancer Care                             100.00%  5/22/2007                         185
133    Town Fair Shopping Center                             6/30/2009  100.00%  6/26/2007          275            275
134    Pioneer Square(29)                                    2/28/2010   95.01%  7/11/2007                         482
135    Mansell Plaza                                        10/31/2008  100.00%  8/31/2007
136    Comfort Suites - Yulee, FL                                        72.00%  6/30/2007                       4,167
137    Stapleton Square                                      1/31/2009   80.96%  8/31/2007                         808
138    County Inn - Mountainview, CA                                     46.51%  8/31/2007                       2,311
139    Bluebonnet Crossing                                   9/30/2009   91.06%   4/1/2007                         180
140    Fletcher Square Shopping Center                       5/31/2011  100.00%  6/21/2007          854            854
141    Shoppes of Crabapple                                  9/30/2010   90.89%  9/10/2007                         105
142    Ridgeway Plaza                                        1/31/2012  100.00%   5/4/2007                         246
143    EZ Storage Headquarters                                          100.00%   6/1/2007                         158
144    Office Depot - El Dorado, AR                                     100.00%  7/30/2007                         313
145    Brambleton Medical Center                             6/30/2008  100.00%  6/20/2007                         288
146    Office Depot - Palestine, TX                                     100.00%  9/24/2007                         313
147    The Continental Ranch Retail Center                   6/30/2017   79.97%   4/1/2007           94             94
148    State Street Retail                                   1/31/2009  100.00%   4/1/2007                         200
149    Westbrook Office Park                                11/30/2009  100.00%   7/3/2007                         125
150    Days Inn Airport South - College Park, GA(28)                     62.10%  3/31/2007                       2,834
151    Towne Place                                           9/30/2008  100.00%   2/1/2007                         350
152    Cordes Professional Building                          9/30/2015  100.00%   9/1/2007                         112
153    Ashford Plaza Retail Center                           8/31/2008   87.83%  8/10/2007                          80
154    Muskegon Retail                                       8/31/2017   83.33%  8/14/2007                  Commencing
                                                                                                            10/1/2010,
                                                                                                               monthly
                                                                                                            payment of
                                                                                                                  $150
155    Grogan's Forest Retail Center                         6/30/2008  100.00%  8/10/2007                          89
156    Sapphire Pointe                                       1/31/2010  100.00%  8/31/2007
157    Lofts at McIntire                                                100.00%  7/16/2007                         417
158    Sunset Medical Office Building                                   100.00%   6/1/2007                         141
159    Richmond Street Studios                               4/30/2008   74.61%   8/6/2007                         167
160    Stamey Plaza                                          4/30/2011  100.00%  6/14/2007                          61
161    Shoppes at Greystone                                  2/28/2014  100.00%  8/20/2007                         122


                                       Upfront                                               Monthly    Upfront     Monthly
                                        TI/LC                                   Upfront Tax    Tax     Insurance   Insurance
ID     Property Name                 Reserves(25)    Monthly TI/LC Reserves     Reserves(25) Reserves Reserves(25) Reserves
--     ----------------------------- ------------ ----------------------------- ------------ -------- ------------ ---------
1      Lincoln Square                   305,100                          33,832  1,714,863   428,716     75,649     15,130
2      USFS Industrial Distribution
       Portfolio(15)(31)
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O.
       Box 103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road &
       1992 Forest Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway
       West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont
       Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North        631,094
4      85 Tenth Avenue                  500,000                                  1,529,430   254,905    173,080     28,847
5      130 Prince Street
6      Georgian Towers                                                             618,039   103,006    111,558     24,285
7      1150 18th Street, NW           2,000,000                                     98,594    98,594     40,598      4,060
8      Quality King(16)(34)                            6,869; Amount changes to     42,741     3,886
                                                    13,738 upon occurrence of a
                                          6,869                   Trigger Event
9      2 Journal Square
10     Seattle Space Needle
11     CGM RRI Hotel Portfolio                                                   1,858,646   431,518    177,450     88,725
11.01  Red Roof Inn Washington
       Downtown
11.02  Red Roof Inn Long Island
11.03  Red Roof Inn Miami Airport
11.04  Red Roof Inn Greater
       Washington Manassas
11.05  Red Roof Inn Ann Arbor
       University North
11.06  Red Roof Inn Fort Lauderdale
11.07  Red Roof Inn Tampa Brandon
11.08  Red Roof Inn Phoenix
       Chandler
11.09  Red Roof Inn Wilmington
11.10  Red Roof Inn Atlanta Druid
       Hills
11.11  Red Roof Inn BW Parkway
11.12  Red Roof Inn Tinton Falls
11.13  Red Roof Inn Baltimore
       North Timonium
11.14  Red Roof Inn Boston
       Northeast Saugus
11.15  Red Roof Inn Joliet
11.16  Red Roof Inn Chicago
       Naperville
11.17  Red Roof Inn Chicago
       Northbrook
11.18  Red Roof Inn Phoenix Airport
11.19  Red Roof Inn Louisville
       Airport
11.20  Red Roof Inn Phoenix Bell
       Road
11.21  Red Roof Inn Cleveland
       Independence
11.22  Red Roof Inn Erie
11.23  Red Roof Inn El Paso East
11.24  Red Roof Inn St Clairsville
11.25  Red Roof Inn Austin Round
       Rock
11.26  Red Roof Inn Knoxville West
11.27  Red Roof Inn Binghamton
11.28  Red Roof Inn Wilkes Barre
11.29  Red Roof Inn Pittsburgh
       Airport
11.30  Red Roof Inn Chicago
       Hoffman Estates
11.31  Red Roof Inn Enfield
11.32  Red Roof Inn West
       Springfield
11.33  Red Roof Inn Canton
11.34  Red Roof Inn Detroit
       Farmington Hills
11.35  Red Roof Inn Edison
11.36  Red Roof Inn Princeton North
11.37  Red Roof Inn Hickory
11.38  Red Roof Inn Asheville West
11.39  Red Roof Inn Richmond
       South
11.40  Red Roof Inn Columbus West
11.41  Red Roof Inn Greensboro
       Airport
11.42  Red Roof Inn Cincinnati
       Northeast Blue Ash
11.43  Red Roof Inn Johnson City
11.44  Red Roof Inn Detroit Troy
11.45  Red Roof Inn Cincinnati
       Sharonville(30)
11.46  Red Roof Inn West Monroe
11.47  Red Roof Inn Detroit
       Madison Heights
11.48  Red Roof Inn Kansas City
       Overland Park
11.49  Red Roof Inn Greenville
11.50  Red Roof Inn New London
11.51  Red Roof Inn Nashville South
11.52  Red Roof Inn Jamestown
       Falconer
12     Royale Retail Condominium                                                   420,055    70,010     11,603        967
13     Great Escape Lodge(34)                                                      129,594    18,347    202,092     18,372
14     California Department Store
       Portfolio(21)
14.01  Nordstrom - San Diego
14.02  Macy's - Pleasanton
14.03  Macy's - Laguna Hills
15     Copper Beech Townhomes -                                                    148,749    14,875     58,158      4,847
       Statesboro, GA
16     Serrano Highlands                                                           155,308    25,885     52,932      5,293
17     Town Center East Building 3                                                            18,910     46,198      4,620
18     Spanish Ranch MHP                                                           469,921     6,786      6,328      1,266
19     Versar Center Office Building                                     18,116     93,999    23,500     35,530      3,553
20     Parkway Plaza                    500,000                          10,943    150,631    21,519     14,843      7,422
21     The Clubs at Rhodes Ranch                                                    72,144    18,036     34,839      3,484
22     Hotel deLuxe(34)                                                              8,485     8,485     51,440      7,349
23     Valley Freeway Center            300,000                           5,786     25,562    12,781     28,484      3,773
24     Chicago Bridge & Iron(33)                                          6,133
25     Creekwalk Village                                                  7,270    235,554    58,888                 2,660
26     Arlington Center                                                  10,949
27     Wildwood Communities                                                                    7,123      3,386      1,693
       MHP
28     Mission West Millbrook                                                      184,822    18,483      9,912      4,956
29     Cypress Medical Center           700,000                                     54,678    27,339      3,084      1,542
30     Mission Mill Creek                                                           56,603    18,868     84,941      6,810
31     Plantation Apartments                                                        88,972     8,898     47,795      9,559
32     Oklahoma Central Park                                             16,254    119,300    17,043     14,884      2,977
33     Hampton Inn - Nashville                                                     153,204    21,887     11,723      2,931
34     Olde Lancaster Town Center                                         5,000     63,267     6,327      1,412      1,412
35     Centre at Culpeper               435,881                                     79,334     9,917      3,423      1,141
36     673 Brannan Street                                                           74,330    14,866     11,067      1,230
37     725 Concord Avenue Medical                                                  110,546    22,109
       Office Building                  416,625
38     6620 18th Avenue Retail(34)
39     TN Office Portfolio - BGK                                         10,960    225,180    22,518     13,621      1,946
39.01  The Terraces
39.02  Estate Office Park
39.03  Pine Ridge
39.04  Crossroad Commons
40     Merrimac Plaza                                                     3,411     21,887    21,887     18,962      2,709
41     Inverness Business Center                                                    26,740    26,740      9,293      1,549
       North                            150,000
42     Foothills Commerce Center                                                    17,001     2,429
       Buildings C, D & E
43     Eastside Plaza 3 & 4                                                                    5,915     26,888      2,689
44     Old National Town Center                                                     40,281    20,141
45     Geneva Portfolio(17)                                                        103,386     9,095      5,722      2,861
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                                                      49,395    12,349     44,474      4,044
47     509 212th Street                                                             22,882     3,814     22,381      1,722
48     Premier Landing                  100,000                           7,903               15,756      2,190      1,095
49     555 South Woodward                                                           96,949
50     Hamilton Crossing                                                  3,029                8,918      1,781        890
51     Holiday Inn Express -                                                         9,254     9,254     23,240      2,905
       Buckhead, GA
52     Boulder Ridge Apartments                                                                1,000                 1,333
       Phase II(26)
53     West Town Apartments                                                        101,973    20,395      5,697      2,849
54     Residence Inn - Livermore,                                                   77,216    11,031     27,966      3,496
       CA
55     University Parkway                37,375                           5,483     69,166     6,917      1,266        633
56     Mammoth Professional                                                         38,284    12,762      7,622        763
       Building                         181,008
57     Walgreens Buckhead
58     Holiday Inn Express Hotel &                                                  42,699     6,100      5,965      2,983
       Suites - Deerfield
59     Hoadly Marketplace                                                           19,515     6,505
60     Mountain Dream Center                                                        12,500     6,250      3,795      1,265
61     Eagle Electronics Office                                                     13,949     6,975      3,499      1,166
       Building                         400,000                           6,656
62     Sable Chase at Sherwood                                                      47,722     4,772     18,965      2,371
63     Maple Ridge Apartments II                                                     3,623     3,623     18,100      1,810
64     6200 Seaforth Street                                               6,667     12,762     6,381        756        252
65     Twin Lakes Shopping Center        75,000                           2,125     31,553     6,311      2,214      1,107
66     Quioccasin Center Station                                                     5,750     5,750     16,060      1,784
67     Fairmount Place Office                                             3,860               15,505
68     Bala Apartments                                                              53,218     5,914     29,571      3,351
69     12621 Featherwood                  1,263                           7,193     12,973    15,571
70     CT Beverage Mart Plaza                                             2,750     17,030     5,677      4,479        896
71     University Suites                                                            10,418     1,736     69,663      5,204
72     Bent Tree Plaza I, II & III      200,000                                    106,110    11,790     11,065        791
73     Bel-Red Medical Dental                                                        3,562     3,562      1,284        642
       Center(27)                                                         1,667
74     Woodbridge Apartments                                                       162,423    23,203
75     Autumn Ridge Medical
       Center                                          Spr--Leasing Escrow Fund
76     Gadd Crossing                                                                48,921     8,154
77     Lodi City Center                                                             45,562     5,695        993        496
78     East Winchester                                                              55,035     5,503
79     Mammoth Encinitas West            94,000                                     24,364     8,122      4,164        417
80     Airport Atrium Center             52,598                           5,497     79,059     8,784      5,465        911
81     Exton Office                                                       3,383                8,944     10,027      1,432
82     Walgreen's - Miami, FL
83     Northdale Plaza                                                    2,993     75,671    12,612      5,320        484
84     53-83 Fourth Avenue              200,000                           2,241                6,597
85     Burgard Industrial Park                                            1,667     11,977     3,992      1,642        821
86     Wharton Mall(18)                                                   2,330     45,022    15,007
87     Aldo South Beach                                                     265     53,026     5,303      1,995        249
88     Jefferson Industrial                                                         36,967     4,621
       Complex(19)                        1,724                           1,724
89     Broadway Lofts                                                                4,220       384     38,850      3,029
90     Kohl's Ground Lease -
       Forward
91     Candlewood Suites                            Spr--Lease Termination Fund     39,175     3,013      6,158      1,026
92     Capri Rialto Mobile Home                                                     18,580     2,655      2,771        462
       Estates
93     Creative Children Learning                                                   41,704     3,791      9,635      2,409
       Centers - Davie, FL(20)                         Spr--Leasing Escrow Fund
94     Creative Children Learning                                                   24,206     2,201      5,592      1,398
       Centers - Tallahassee, FL                       Spr--Leasing Escrow Fund
95     San Gabriel Professional                                                     25,357     8,452        719        655
       Center                           285,000                           2,412
96     Snoqualmie Ridge Phase IV                                                     3,948     3,948      7,590        690
       Lot 2                                                                876
97     Woodlands Shopping Center                                          2,006     62,681     6,965      2,568        856
98     Sleep Inn - Lexington, KY                                                    30,305     4,329      5,648      2,824
99     The Metcalf Plaza / Target                                                   49,740     9,948      1,051        525
       Center Shopping Centers                                            1,244
100    Colony Commons I and II           60,000                                     34,770     5,795
101    Broadway Apartments                                                          29,824     2,485      4,349      1,450
102    14144 Ventura Office                                                         38,813     5,545      2,623        874
       Building
103    550-552 West 21st Street(32)                                                 21,547     3,592     19,948      2,547
104    Candlewood Suites,                                                            3,363       841
       Harrisonburg
105    Whitney National Bank
106    Walgreen's - Dallas, TX
107    Town Center Self Storage                                                     27,384     5,816      3,183        833
108    Allen Town Center(29)             30,000                                     67,977     7,553      7,320        915
109    Holiday Inn Express -                                                        37,000     6,167      5,333      1,067
       Libertyville, IL
110    Staples - Golden, CO                                               3,797     10,678     1,780      1,599        533
111    St Andrews Place                                                             21,305     4,261
112    Beacon Point Service Center                                                  25,818    12,909
113    Padonia Plaza
114    Best Western Casa Villa                                                      51,024     5,102     25,970      4,348
       Suites - Harlingen, TX
115    Borders Books & Music -
       Bowie
116    Willow Bend                                                                  23,894     4,646
117    796 Lexington Avenue                                                 213     17,680     5,893      2,625        875
118    Padre Commons Plaza               74,531                                     55,302     5,027
119    Hampton Inn - Waycross, GA                                                    1,811     1,811      6,744        843
120    Starbucks Center South                                             1,058      4,514     2,257      5,042        560
121    Bridgeport Apartments                                                        26,056     4,549     35,285      4,145
122    Burchwood                                                                    30,231     2,519     24,549      1,754
123    Jasper Mountain Highlands                                                    20,066     1,824      3,299      1,100
       Shopping Center                    1,325                           1,325
124    Spokane Apartments                                                            6,280     6,280      5,023      2,511
124.01 North Cliff Terrace
124.02 Hart Terrace
125    Wood Dale Towne Center                          Spr--Leasing Escrow Fund      8,784     2,928      4,728        430
126    NJVC Building                                                      1,823     49,408     4,941      3,279      1,639
127    Holiday Inn Express -                                                        15,215     2,174     34,500      3,136
       Livingston, TX
128    126 Chestnut Street               55,000                             385     19,792     2,828      3,498        875
129    Amcal Business Center                                              2,191     40,112     4,457      6,515        931
130    Lost Creek Village                         Spr--1,392 if reserve balance     44,429     4,443      2,012        671
                                         69,900              falls below 35,000
131    Mainstay Suites - Clute, TX                                                  38,119     3,812     12,285      4,095
132    Georgia Center For Total                                                      3,489       349      5,837        649
       Cancer Care                                                          463
133    Town Fair Shopping Center          1,536                           1,536     24,870     4,974      5,394        599
134    Pioneer Square(29)                50,000                           1,470      8,766     2,922        439        219
135    Mansell Plaza                                                                 3,125     3,125
136    Comfort Suites - Yulee, FL                                                   32,487     2,851     12,664      4,221
137    Stapleton Square                                                   2,424     23,813     4,214
138    County Inn - Mountainview,                                                   17,116     3,423     11,187        932
       CA
139    Bluebonnet Crossing               40,000                             901     16,575     3,315      2,608      1,304
140    Fletcher Square Shopping                                                      8,256     2,752     14,452      1,606
       Center                            45,000                           1,665
141    Shoppes of Crabapple                                                 697      3,222     1,611        720        240
142    Ridgeway Plaza                                                     1,231     18,311     3,052      9,661        688
143    EZ Storage Headquarters                                                       1,846     1,846
144    Office Depot - El Dorado, AR                                       1,044
145    Brambleton Medical Center         50,000                           1,444      4,128     2,064      3,649      4,379
146    Office Depot - Palestine, TX                                       1,043
147    The Continental Ranch Retail                                                  6,194     6,194        962        321
       Center
148    State Street Retail               50,000                           1,000      1,393     1,393      1,002        501
149    Westbrook Office Park             25,000                             836     13,894     2,779        117         59
150    Days Inn Airport South -                                                     48,240     4,178     11,121      2,064
       College Park, GA(28)
151    Towne Place                                                        1,050     21,584     1,799        513        299
152    Cordes Professional Building                                         449     14,759     1,640        448        224
153    Ashford Plaza Retail Center                                          440     37,389     4,154      1,986        284
154    Muskegon Retail                                    Commencing 11/1/2010,      5,298     2,649      1,264        316
                                          7,500         monthly payment of $750
155    Grogan's Forest Retail Center     35,000                                      6,696       744      1,134        162
156    Sapphire Pointe                   59,000                                      7,105     1,421
157    Lofts at McIntire                                                             7,164     1,194      1,565        313
158    Sunset Medical Office                                                        17,430     1,743        648        324
       Building                                        Spr--Leasing Escrow Fund
159    Richmond Street Studios                                              402      3,743       749      4,210        351
160    Stamey Plaza                                                         303      4,131     1,033        312        312
161    Shoppes at Greystone              25,000                             813     16,209     1,621        983        492


                                                              Upfront
                                                            Engineering    Other     Other Reserves
ID     Property Name                                        Reserve(25) Reserves(25)  Description
--     ---------------------------------------------------- ----------- ------------ --------------
1      Lincoln Square                                                       546,331         Rent Reserve
                                                                                            Account
2      USFS Industrial Distribution Portfolio(15)(31)                     6,938,963         Base Rent
                                                                                            Reserve
                                                                                            (4,382,088);
                                                                                            Environmental
                                                                                            Testing
                                                                                            Holdback
                                                                                            (2,556,875)
2.01   15155 Northam Street(30)
2.02   120 Longs Pond Road
2.03   7004 East Hanna Avenue
2.04   1685 West Cheyenne Avenue
2.05   7801 Statesville Road
2.06   300 Lawrence Drive
2.07   4550 West Buckeye Road
2.08   8024 Telegraph Road
2.09   10211 North IH 35
2.10   7598 NW 6th Avenue
2.11   11994 Livingston Road
2.12   1500 NC Hwy 39
2.13   28001 Napier Road
2.14   11955 East Peakview Avenue
2.15   12301 Cumberland Road
2.16   1899 N US Hwy 1
2.17   222 Otrobando Avenue P.O. Box 103(30)
2.18   9605 54th Avenue North
2.19   W137 N9245 Highway 45
2.20   950 South Shiloh Road & 1992 Forest Lane
2.21   111 Alliant Drive
2.22   40 Fort Lewis Boulevard
2.23   755 Pierce Road
2.24   8000 Bavaria Road
2.25   10410 South 50th Place
2.26   1 Quality Lane
2.27   2850 Selma Highway
2.28   5445 Spellmire Drive
2.29   1350/1400 North 10th Street
2.30   1044/1045 Garden Street
2.31   4601 32nd Avenue South
2.32   5353 Nathan Lane North
2.33   125 Gardenville Parkway West
2.34   6315 John J Pershing Drive
2.35   3500 Saratoga Avenue(30)
2.36   333-340 North Claremont Avenue
2.37   2575 Virginia Avenue
2.38   345 Kino Drive
3      Charles River Plaza North                                          3,754,604         Land
                                                                                            Disposition
                                                                                            Agreement
                                                                                            Reserve
4      85 Tenth Avenue                                                    6,500,000         Cash Flow
                                                                                            Deficit
                                                                                            Reserve
5      130 Prince Street
6      Georgian Towers                                                   14,650,000         Interest
                                                                                            Reserve
7      1150 18th Street, NW                                     12,500    2,400,000         Earnout
                                                                                            Holdback
8      Quality King(16)(34)                                               4,307,652         Permanent
                                                                                            Certificate of
                                                                                            Occupancy
                                                                                            Escrow Fund
                                                                                            (3,887,652);
                                                                                            3rd Floor
                                                                                            Office
                                                                                            Holdback
                                                                                            (420,000)
9      2 Journal Square                                        358,106
10     Seattle Space Needle
11     CGM RRI Hotel Portfolio                               6,338,399      217,730         Environmental
                                                                                            Reserve
                                                                                            Holdback
                                                                                            (143,441);
                                                                                            Ground Rent
                                                                                            Escrow
                                                                                            (74,288.50)
11.01  Red Roof Inn Washington Downtown
11.02  Red Roof Inn Long Island
11.03  Red Roof Inn Miami Airport
11.04  Red Roof Inn Greater Washington Manassas
11.05  Red Roof Inn Ann Arbor University North
11.06  Red Roof Inn Fort Lauderdale
11.07  Red Roof Inn Tampa Brandon
11.08  Red Roof Inn Phoenix Chandler
11.09  Red Roof Inn Wilmington
11.10  Red Roof Inn Atlanta Druid Hills
11.11  Red Roof Inn BW Parkway
11.12  Red Roof Inn Tinton Falls
11.13  Red Roof Inn Baltimore North Timonium
11.14  Red Roof Inn Boston Northeast Saugus
11.15  Red Roof Inn Joliet
11.16  Red Roof Inn Chicago Naperville
11.17  Red Roof Inn Chicago Northbrook
11.18  Red Roof Inn Phoenix Airport
11.19  Red Roof Inn Louisville Airport
11.20  Red Roof Inn Phoenix Bell Road
11.21  Red Roof Inn Cleveland Independence
11.22  Red Roof Inn Erie
11.23  Red Roof Inn El Paso East
11.24  Red Roof Inn St Clairsville
11.25  Red Roof Inn Austin Round Rock
11.26  Red Roof Inn Knoxville West
11.27  Red Roof Inn Binghamton
11.28  Red Roof Inn Wilkes Barre
11.29  Red Roof Inn Pittsburgh Airport
11.30  Red Roof Inn Chicago Hoffman Estates
11.31  Red Roof Inn Enfield
11.32  Red Roof Inn West Springfield
11.33  Red Roof Inn Canton
11.34  Red Roof Inn Detroit Farmington Hills
11.35  Red Roof Inn Edison
11.36  Red Roof Inn Princeton North
11.37  Red Roof Inn Hickory
11.38  Red Roof Inn Asheville West
11.39  Red Roof Inn Richmond South
11.40  Red Roof Inn Columbus West
11.41  Red Roof Inn Greensboro Airport
11.42  Red Roof Inn Cincinnati Northeast Blue Ash
11.43  Red Roof Inn Johnson City
11.44  Red Roof Inn Detroit Troy
11.45  Red Roof Inn Cincinnati Sharonville(30)
11.46  Red Roof Inn West Monroe
11.47  Red Roof Inn Detroit Madison Heights
11.48  Red Roof Inn Kansas City Overland Park
11.49  Red Roof Inn Greenville
11.50  Red Roof Inn New London
11.51  Red Roof Inn Nashville South
11.52  Red Roof Inn Jamestown Falconer
12     Royale Retail Condominium                                 1,875      750,000         A&P Rent
                                                                                            Reserve
                                                                                            (650,000);
                                                                                            Citibank Rent
                                                                                            Reserve
                                                                                            (100,000)
13     Great Escape Lodge(34)                                             1,000,000         Seasonality
                                                                                            (LC)
14     California Department Store Portfolio(21)                             11,137         Stepdown
                                                                                            Reserve
                                                                                            (11,137 /
                                                                                            month,
                                                                                            collected from
                                                                                            July 2010
                                                                                            through June
                                                                                            2012)
14.01  Nordstrom - San Diego
14.02  Macy's - Pleasanton
14.03  Macy's - Laguna Hills
15     Copper Beech Townhomes - Statesboro, GA
16     Serrano Highlands
17     Town Center East Building 3                                        1,123,415         Master Lease
                                                                                            LOC
18     Spanish Ranch MHP                                        18,375    1,200,000         Earnout
                                                                                            Holdback
19     Versar Center Office Building                             3,125      188,063         Pinkerton
                                                                                            Tenant
                                                                                            Improvement
                                                                                            Reserve
                                                                                            (66,324);
                                                                                            Pinkerton
                                                                                            Rent
                                                                                            Abatement
                                                                                            Reserve
                                                                                            (61,739);
                                                                                            National
                                                                                            Capital
                                                                                            Reserve
                                                                                            (50,000);
                                                                                            Washington
                                                                                            Newspaper
                                                                                            Reserve
                                                                                            (10,000)
20     Parkway Plaza
21     The Clubs at Rhodes Ranch
22     Hotel deLuxe(34)                                                   4,640,000         Earnout
                                                                                            Holdback
                                                                                            (4,000,000);
                                                                                            Seasonality
                                                                                            Reserve
                                                                                            (640,000.00)
23     Valley Freeway Center                                              2,040,020         Earnout
                                                                                            Holdback
                                                                                            (2,000,000);
                                                                                            Barker
                                                                                            Healthcare
                                                                                            Rent Reserve
                                                                                            (40,020)
24     Chicago Bridge & Iron(33)                                          7,400,000         Chicago
                                                                                            Bridge & Iron
                                                                                            Tenant
                                                                                            Improvement
25     Creekwalk Village
26     Arlington Center                                                   2,344,447         Credit
                                                                                            Enhancement
                                                                                            Reserve (LC)
27     Wildwood Communities MHP                                  7,032
28     Mission West Millbrook                                  348,750      500,000         Earnout
                                                                                            Holdback
29     Cypress Medical Center
30     Mission Mill Creek                                      108,375
31     Plantation Apartments                                              1,000,000         Earnout
                                                                                            Holdback
                                                                                            (LC)
32     Oklahoma Central Park                                    18,750
33     Hampton Inn - Nashville                                           315,609.00         Debt Service
                                                                                            Holdback
34     Olde Lancaster Town Center
35     Centre at Culpeper                                                   453,546         Gap Rent
                                                                                            Reserve
                                                                                            (128,546.11);
                                                                                            Holdback
                                                                                            Reserve
                                                                                            (325,000)
36     673 Brannan Street
37     725 Concord Avenue Medical Office Building                           100,000         Gap Rent
                                                                                            Holdback
                                                                                            Reserve
38     6620 18th Avenue Retail(34)                               4,375
39     TN Office Portfolio - BGK
39.01  The Terraces
39.02  Estate Office Park
39.03  Pine Ridge
39.04  Crossroad Commons
40     Merrimac Plaza                                          124,505      200,000         Lease
                                                                                            Renewal
                                                                                            Reserve
41     Inverness Business Center North                          35,163
42     Foothills Commerce Center Buildings C, D & E                         379,550         Unleased
                                                                                            Space LOC
43     Eastside Plaza 3 & 4                                                 326,314         Master Lease
                                                                                            LOC
44     Old National Town Center                                             125,460         Dugan's
                                                                                            Tenant
                                                                                            Improvement
                                                                                            (110,460);
                                                                                            Ross Dress for
                                                                                            Less SNDA
                                                                                            (15,000)
45     Geneva Portfolio(17)                                     10,100
45.01  Greensboro
45.02  Charlotte
45.03  Ringgold
45.04  Wilmington
46     770 & 780 Garden Street                                  32,075
47     509 212th Street                                         18,788
48     Premier Landing
49     555 South Woodward                                        2,500
50     Hamilton Crossing                                                    308,000         Master Lease
                                                                                            (300,000);
                                                                                            Post Closing
                                                                                            Obligations
                                                                                            (8,000)
51     Holiday Inn Express - Buckhead, GA
52     Boulder Ridge Apartments Phase II(26)                                298,352         Debt Service
                                                                                            (298,352);
                                                                                            Monthly Debt
                                                                                            Service (TBD
                                                                                            / Month)
53     West Town Apartments
54     Residence Inn - Livermore, CA                                      1,150,000         DSCR
                                                                                            Achievement
                                                                                            LOC
55     University Parkway                                          625       42,000         Occupancy
                                                                                            Deposit
56     Mammoth Professional Building
57     Walgreens Buckhead
58     Holiday Inn Express Hotel & Suites - Deerfield                       640,200         PIP Reserve
59     Hoadly Marketplace
60     Mountain Dream Center                                                 11,700         Leasing
                                                                                            Achievement
61     Eagle Electronics Office Building
62     Sable Chase at Sherwood                                  18,750       75,815         Fire
                                                                                            Restoration
                                                                                            Reserve
63     Maple Ridge Apartments II
64     6200 Seaforth Street                                    150,000
65     Twin Lakes Shopping Center                              101,641
66     Quioccasin Center Station                               280,037      145,000         Environmental
                                                                                            (140,000);
                                                                                            Certificate of
                                                                                            Occupancy
                                                                                            (5,000)
67     Fairmount Place Office                                               100,000         Master Lease
                                                                                            LOC
68     Bala Apartments                                          13,000        3,125         LBP
                                                                                            Remediation
                                                                                            Reserve
69     12621 Featherwood
70     CT Beverage Mart Plaza                                             1,800,000         DSCR
                                                                                            Achievement
71     University Suites
72     Bent Tree Plaza I, II & III                              31,063      400,000         Debt Service
                                                                                            Reserve
73     Bel-Red Medical Dental Center(27)                                    649,265         New Tenant
                                                                                            Improvements
                                                                                            (570,785);
                                                                                            Free Rent
                                                                                            (78,480)
74     Woodbridge Apartments
75     Autumn Ridge Medical Center                                      Spr-685,000         Saint
                                                                             / Spr-         Elizabeth
                                                                           72,850 /         LOC Escrow /
                                                                        Spr-600,000         Replacement
                                                                                            LOC Escrow /
                                                                                            LOC Deposit
                                                                                            Date Escrow
76     Gadd Crossing
77     Lodi City Center
78     East Winchester
79     Mammoth Encinitas West
80     Airport Atrium Center
81     Exton Office
82     Walgreen's - Miami, FL                                             1,686,394         Debt Service
                                                                                            Holdback
                                                                                            Reserve
83     Northdale Plaza                                                       28,800         Vacant Space
                                                                                            Reserve
84     53-83 Fourth Avenue                                      64,260
85     Burgard Industrial Park
86     Wharton Mall(18)                                         12,625      231,168         Rent Reserve
                                                                                            Fund
87     Aldo South Beach
88     Jefferson Industrial Complex(19)                                 Spr-400,000         Sancor LOC
89     Broadway Lofts                                            4,063
90     Kohl's Ground Lease - Forward                                        233,305         Debt Service
                                                                                            Holdback
91     Candlewood Suites
92     Capri Rialto Mobile Home Estates                          1,875
93     Creative Children Learning Centers - Davie, FL(20)
94     Creative Children Learning Centers - Tallahassee, FL      3,750
95     San Gabriel Professional Center                           3,125   174,723.00         Gap Rent
                                                                                            Reserve
                                                                                            Holdback
96     Snoqualmie Ridge Phase IV Lot 2                                      397,638         Rent Gap
                                                                                            (209,794);
                                                                                            Tenant
                                                                                            Improvement
                                                                                            Completion
                                                                                            (187,844)
97     Woodlands Shopping Center                                60,179
98     Sleep Inn - Lexington, KY
99     The Metcalf Plaza / Target Center Shopping Centers                    68,406         Beauty
                                                                                            Express
                                                                                            Escrow
                                                                                            (5,985); Rent
                                                                                            Reserve
                                                                                            (22,549);
                                                                                            Master Lease
                                                                                            Escrow
                                                                                            (36,422);
                                                                                            Operating and
                                                                                            Cost Sharing
                                                                                            Expense Fund
                                                                                            (3,450)
100    Colony Commons I and II
101    Broadway Apartments                                       1,875      168,009         Debt Service
                                                                                            (150,000);
                                                                                            Litigation
                                                                                            (18,009)
102    14144 Ventura Office Building
103    550-552 West 21st Street(32)
104    Candlewood Suites, Harrisonburg
105    Whitney National Bank
106    Walgreen's - Dallas, TX                                            1,369,114         Debt Service
                                                                                            Holdback
                                                                                            Reserve
107    Town Center Self Storage
108    Allen Town Center(29)                                    11,875      240,336         Seller
                                                                                            Vacancy
                                                                                            Subsidy
                                                                                            Escrow
                                                                                            (93,837);
                                                                                            Seller
                                                                                            Remediation
                                                                                            Escrow
                                                                                            (73,250);
                                                                                            Environmental
                                                                                            Remediation
                                                                                            (73,249)
109    Holiday Inn Express - Libertyville, IL
110    Staples - Golden, CO                                                 203,705         Free Rent
                                                                                            (193,705);
                                                                                            Post Closing
                                                                                            (10,000)
111    St Andrews Place                                          1,938      300,000         Accountable
                                                                                            Reserve Fund
112    Beacon Point Service Center
113    Padonia Plaza                                                    Spr-350,000         LOC Escrow
114    Best Western Casa Villa Suites - Harlingen, TX                       396,255         Windstorm
                                                                                            Insurance
115    Borders Books & Music - Bowie                            12,500
116    Willow Bend
117    796 Lexington Avenue
118    Padre Commons Plaza                                                  123,590         Leasing
                                                                                            Achievement
119    Hampton Inn - Waycross, GA
120    Starbucks Center South                                               798,042         Construction
                                                                                            Cost
                                                                                            (406,798);
                                                                                            Leasing
                                                                                            Achievement
                                                                                            (200,000); TI
                                                                                            Completion
                                                                                            (132,525);
                                                                                            Rent Gap
                                                                                            (58,719)
121    Bridgeport Apartments                                                 34,500         Faucet
                                                                                            Replacement
                                                                                            Reserve
122    Burchwood
123    Jasper Mountain Highlands Shopping Center                             26,667         Rent
                                                                                            Concessions
                                                                                            Escrow
124    Spokane Apartments
124.01 North Cliff Terrace
124.02 Hart Terrace
125    Wood Dale Towne Center                                                20,472         CAM
                                                                                            Reconciliation
                                                                                            Reserve
126    NJVC Building
127    Holiday Inn Express - Livingston, TX                                  91,502         PIP Escrow
128    126 Chestnut Street                                       7,500
129    Amcal Business Center                                                 29,079         Free Rent
                                                                                            Reserve
130    Lost Creek Village                                                   243,388         Rent
                                                                                            Abatement
                                                                                            Escrow
                                                                                            (67,650);
                                                                                            Master Lease
                                                                                            Escrow
                                                                                            (58,267);
                                                                                            October
                                                                                            Tenant TILC
                                                                                            Escrow
                                                                                            (117,471)
131    Mainstay Suites - Clute, TX                                           19,000         Seasonality
                                                                                            LOC
132    Georgia Center For Total Cancer Care
133    Town Fair Shopping Center                                51,873    133,886 /         Plaza
                                                                               Spr-         Mariachi TI
                                                                            150,000         Reserve
                                                                                            (111,600);
                                                                                            Rent
                                                                                            Abatement
                                                                                            Reserve
                                                                                            (22,286);
                                                                                            Springing
                                                                                            DSCR and
                                                                                            Lease
                                                                                            Termination
                                                                                            Reserve
                                                                                            (150,000)
134    Pioneer Square(29)                                                   510,606         Seller Escrow
                                                                                            (378,506);
                                                                                            Leasing
                                                                                            Achievement
                                                                                            (132,100)
135    Mansell Plaza
136    Comfort Suites - Yulee, FL                                           320,000         Tax Return
                                                                                            (300,000);
                                                                                            Seasonality
                                                                                            Debt Service
                                                                                            (20,000)
137    Stapleton Square                                                     210,000         Leasing
                                                                                            Achievement
138    County Inn - Mountainview, CA
139    Bluebonnet Crossing
140    Fletcher Square Shopping Center                          24,625      100,000         Debt Service
                                                                                            Escrow Fund
141    Shoppes of Crabapple                                                 164,800         Leasing
                                                                                            Achievement
                                                                                            (100,000);
                                                                                            Vacant
                                                                                            Premises
                                                                                            Build Out
                                                                                            (64,800)
142    Ridgeway Plaza                                            2,500
143    EZ Storage Headquarters
144    Office Depot - El Dorado, AR
145    Brambleton Medical Center                                 5,000
146    Office Depot - Palestine, TX                             10,625
147    The Continental Ranch Retail Center                                  102,646         Verizon
                                                                                            Escrow Fund
                                                                                            (29,565);
                                                                                            FedEx/
                                                                                            Kinko's
                                                                                            Escrow Fund
                                                                                            (47,505); Nail
                                                                                            Salon Escrow
                                                                                            Fund (25,576)
148    State Street Retail                                      83,875
149    Westbrook Office Park
150    Days Inn Airport South - College Park, GA(28)                          3,125         Future
                                                                                            Monthly
                                                                                            Seasonality
                                                                                            Debt Service
151    Towne Place                                                           68,975         Debt Service
                                                                                            Holdback
152    Cordes Professional Building
153    Ashford Plaza Retail Center                                          135,000         Earnout
                                                                                            Achievement
154    Muskegon Retail                                                      112,000         Vacant Space
                                                                                            Reserve
                                                                                            (25,000);
                                                                                            CiCi's Pizza
                                                                                            TI Escrow
                                                                                            (42,000);
                                                                                            Allcare TI
                                                                                            Escrow
                                                                                            (45,000)
155    Grogan's Forest Retail Center
156    Sapphire Pointe                                                       61,000         Free Rent
157    Lofts at McIntire
158    Sunset Medical Office Building                                   Spr-125,885         LOC Escrow
159    Richmond Street Studios                                              100,000         Earnout
160    Stamey Plaza
161    Shoppes at Greystone


                                                      Environmental Engineering
ID     Property Name                                   Report Date  Report Date Sponsor(5)
--     ---------------------------------------------- ------------- ----------- -----------------------------------------------
1      Lincoln Square                                   5/25/2007    5/25/2007  Ralph S. Dweck
2      USFS Industrial Distribution Portfolio(15)(31)     Various      Various  Clayton Dubilier & Rice; Kohlberg Kravis
                                                                                Roberts
2.01   15155 Northam Street(30)                         7/10/2007    6/15/2007
2.02   120 Longs Pond Road                              7/13/2007    6/15/2007
2.03   7004 East Hanna Avenue                           7/11/2007    6/15/2007
2.04   1685 West Cheyenne Avenue                        7/11/2007    6/15/2007
2.05   7801 Statesville Road                            7/13/2007    6/15/2007
2.06   300 Lawrence Drive                               7/10/2007    6/15/2007
2.07   4550 West Buckeye Road                           7/10/2007    6/18/2007
2.08   8024 Telegraph Road                               7/9/2007    6/15/2007
2.09   10211 North IH 35                                7/13/2007    6/15/2007
2.10   7598 NW 6th Avenue                               6/22/2007    6/15/2007
2.11   11994 Livingston Road                             7/9/2007    6/15/2007
2.12   1500 NC Hwy 39                                   7/11/2007    6/15/2007
2.13   28001 Napier Road                                 7/9/2007    6/15/2007
2.14   11955 East Peakview Avenue                       7/10/2007    6/18/2007
2.15   12301 Cumberland Road                            7/10/2007    6/15/2007
2.16   1899 N US Hwy 1                                  7/11/2007    6/15/2007
2.17   222 Otrobando Avenue P.O. Box 103(30)             7/9/2007    6/15/2007
2.18   9605 54th Avenue North                           7/13/2007    6/15/2007
2.19   W137 N9245 Highway 45                             7/9/2007    6/15/2007
2.20   950 South Shiloh Road & 1992 Forest Lane         7/13/2007    6/15/2007
2.21   111 Alliant Drive                                7/13/2007    6/15/2007
2.22   40 Fort Lewis Boulevard                           7/9/2007    6/15/2007
2.23   755 Pierce Road                                   7/9/2007    6/15/2007
2.24   8000 Bavaria Road                                 7/9/2007    6/15/2007
2.25   10410 South 50th Place                           7/10/2007    6/15/2007
2.26   1 Quality Lane                                    7/9/2007    6/15/2007
2.27   2850 Selma Highway                               7/11/2007    6/15/2007
2.28   5445 Spellmire Drive                              7/9/2007    6/15/2007
2.29   1350/1400 North 10th Street                      7/13/2007    6/15/2007
2.30   1044/1045 Garden Street                          7/10/2007    6/15/2007
2.31   4601 32nd Avenue South                           7/11/2007    6/15/2007
2.32   5353 Nathan Lane North                           7/11/2007    6/15/2007
2.33   125 Gardenville Parkway West                      7/9/2007    6/15/2007
2.34   6315 John J Pershing Drive                       7/11/2007    6/15/2007
2.35   3500 Saratoga Avenue(30)                         7/13/2007    6/15/2007
2.36   333-340 North Claremont Avenue                    7/9/2007    6/15/2007
2.37   2575 Virginia Avenue                             7/13/2007    6/15/2007
2.38   345 Kino Drive                                   7/10/2007    6/18/2007
3      Charles River Plaza North                        5/23/2007    5/23/2007  Jonathan G. Davis; Paul R. Marcus
4      85 Tenth Avenue                                  3/21/2007    3/20/2007  The Related Companies, L.P.; The Related
                                                                                Group of Florida
5      130 Prince Street                                8/22/2007    6/20/2007  Philip Waterman III
6      Georgian Towers                                  2/14/2007    2/13/2007  Stellar Management
7      1150 18th Street, NW                              4/2/2007    7/11/2007  Lawrence Botel; Steven H. Klein
8      Quality King(16)(34)                             7/18/2007    7/18/2007  Glenn Nussdorf, Quality King Distributors,
                                                                                Inc.
9      2 Journal Square                                 7/16/2007    7/16/2007  Hartz Financial Corp.
10     Seattle Space Needle                             2/22/2007    2/21/2007  Space Needle Holding Corporation
11     CGM RRI Hotel Portfolio                            Various      Various  Citigroup Special Situations Group; Westmont
                                                                                Hospitality Group; Westbridge Hospitality
                                                                                Fund, L.P.
11.01  Red Roof Inn Washington Downtown                 6/11/2007    6/11/2007
11.02  Red Roof Inn Long Island                         6/11/2007    6/11/2007
11.03  Red Roof Inn Miami Airport                       6/11/2007    6/11/2007
11.04  Red Roof Inn Greater Washington Manassas          6/4/2007     6/4/2007
11.05  Red Roof Inn Ann Arbor University North          6/11/2007    6/11/2007
11.06  Red Roof Inn Fort Lauderdale                     6/11/2007    6/11/2007
11.07  Red Roof Inn Tampa Brandon                       6/11/2007    6/11/2007
11.08  Red Roof Inn Phoenix Chandler                    6/11/2007    6/11/2007
11.09  Red Roof Inn Wilmington                          6/11/2007    6/11/2007
11.10  Red Roof Inn Atlanta Druid Hills                 6/11/2007    6/11/2007
11.11  Red Roof Inn BW Parkway                           6/4/2007     6/4/2007
11.12  Red Roof Inn Tinton Falls                        6/11/2007    6/11/2007
11.13  Red Roof Inn Baltimore North Timonium             6/4/2007     6/4/2007
11.14  Red Roof Inn Boston Northeast Saugus             6/11/2007    6/11/2007
11.15  Red Roof Inn Joliet                              6/11/2007    6/11/2007
11.16  Red Roof Inn Chicago Naperville                  5/27/2007    5/27/2007
11.17  Red Roof Inn Chicago Northbrook                  6/11/2007    6/11/2007
11.18  Red Roof Inn Phoenix Airport                     6/11/2007    6/11/2007
11.19  Red Roof Inn Louisville Airport                   6/4/2007     6/4/2007
11.20  Red Roof Inn Phoenix Bell Road                   6/11/2007    6/11/2007
11.21  Red Roof Inn Cleveland Independence              6/11/2007    6/11/2007
11.22  Red Roof Inn Erie                                 6/4/2007     6/4/2007
11.23  Red Roof Inn El Paso East                        6/11/2007    6/11/2007
11.24  Red Roof Inn St Clairsville                      6/11/2007    6/11/2007
11.25  Red Roof Inn Austin Round Rock                   6/11/2007    6/11/2007
11.26  Red Roof Inn Knoxville West                      6/11/2007    6/11/2007
11.27  Red Roof Inn Binghamton                          6/11/2007    6/11/2007
11.28  Red Roof Inn Wilkes Barre                         6/4/2007     6/4/2007
11.29  Red Roof Inn Pittsburgh Airport                   6/4/2007     6/4/2007
11.30  Red Roof Inn Chicago Hoffman Estates             6/11/2007    6/11/2007
11.31  Red Roof Inn Enfield                             6/11/2007    6/11/2007
11.32  Red Roof Inn West Springfield                    6/11/2007    6/11/2007
11.33  Red Roof Inn Canton                              6/11/2007    6/11/2007
11.34  Red Roof Inn Detroit Farmington Hills            6/11/2007    6/11/2007
11.35  Red Roof Inn Edison                              6/11/2007    6/11/2007
11.36  Red Roof Inn Princeton North                     6/11/2007    6/11/2007
11.37  Red Roof Inn Hickory                             6/11/2007    6/11/2007
11.38  Red Roof Inn Asheville West                      6/11/2007    6/11/2007
11.39  Red Roof Inn Richmond South                       6/4/2007     6/4/2007
11.40  Red Roof Inn Columbus West                       6/11/2007    6/11/2007
11.41  Red Roof Inn Greensboro Airport                  6/11/2007    6/11/2007
11.42  Red Roof Inn Cincinnati Northeast Blue Ash       6/11/2007    6/11/2007
11.43  Red Roof Inn Johnson City                        6/11/2007    6/11/2007
11.44  Red Roof Inn Detroit Troy                        6/11/2007    6/11/2007
11.45  Red Roof Inn Cincinnati Sharonville(30)          6/11/2007    6/11/2007
11.46  Red Roof Inn West Monroe                         5/28/2007    6/11/2007
11.47  Red Roof Inn Detroit Madison Heights             6/11/2007    6/11/2007
11.48  Red Roof Inn Kansas City Overland Park           6/11/2007    6/11/2007
11.49  Red Roof Inn Greenville                          6/11/2007    6/11/2007
11.50  Red Roof Inn New London                          6/11/2007    6/11/2007
11.51  Red Roof Inn Nashville South                     6/11/2007    6/11/2007
11.52  Red Roof Inn Jamestown Falconer                  6/11/2007    6/11/2007
12     Royale Retail Condominium                        7/10/2007    7/10/2007  Norman M. Feinberg; Ronald Altman
13     Great Escape Lodge(34)                           9/11/2007    9/12/2007  Six Flags, Inc.; Leisure Water, LLC;
                                                                                DACWP, LLC; Donald R. Led Duke
14     California Department Store Portfolio(21)        8/31/2007    8/30/2007  Jubilee Limited Partnership
14.01  Nordstrom - San Diego                            8/31/2007    8/30/2007
14.02  Macy's - Pleasanton                              8/31/2007    8/30/2007
14.03  Macy's - Laguna Hills                            8/31/2007    8/30/2007
15     Copper Beech Townhomes - Statesboro, GA          8/22/2007    8/22/2007  Dr. John McWhirter
16     Serrano Highlands                                5/11/2007    5/11/2007  James P. Warmington
17     Town Center East Building 3                       8/3/2007     8/3/2007  J. Brent McKinley
18     Spanish Ranch MHP                                7/11/2007    5/29/2007  Tina Earp; William Raymond; Patrick
                                                                                Mockler
19     Versar Center Office Building                     6/6/2007     6/5/2007  Bresler & Reiner, Inc.
20     Parkway Plaza                                    4/27/2007    4/20/2007  William T. Obeid; Dante A. Massaro;
                                                                                Christopher F. LaMack; Atit M. Jariwala
21     The Clubs at Rhodes Ranch                        5/11/2007    5/11/2007  James P. Warmington
22     Hotel deLuxe(34)                                  8/3/2007     8/6/2007  Aspen Holdings, LLC; Gordon D. Sonland
23     Valley Freeway Center                            7/15/2007    7/16/2007  Stephen Groat; William Balelo
24     Chicago Bridge & Iron(33)                        9/14/2007    9/13/2007  Kevin A. Shields
25     Creekwalk Village                                2/21/2007    2/21/2007  William H. Winn; Passco Companies, LLC
26     Arlington Center                                  8/1/2007     8/1/2007  Crystal River Capital, Inc.
27     Wildwood Communities MHP                         5/23/2007    7/18/2007  GCP Wildwood, LLC
28     Mission West Millbrook                           6/18/2007    6/18/2007  Mission Residential, LLC; Mission Millbrook
                                                                                Leaseco, LLC; Finlay Partners LLC
29     Cypress Medical Center                           7/17/2007    2/15/2007  Louis DeSanto
30     Mission Mill Creek                               1/24/2007    1/24/2007  Mission Residential, LLC; Finlay Partners
                                                                                LLC; Mission Mill Creek Leaseco, LLC
31     Plantation Apartments                             6/4/2007    8/24/2007  Jakob Medve
32     Oklahoma Central Park                            2/27/2007    2/19/2007  BGK Equities III LLC; Paul Gerwin; Fred
                                                                                Kolber
33     Hampton Inn - Nashville                          5/23/2007    5/30/2007  Lalikant K. Modi
34     Olde Lancaster Town Center                       1/15/2007     3/6/2007  Richard W. Brown; David H. Bralove
35     Centre at Culpeper                                4/5/2007     6/7/2007  Walter H. Petrie; Phillip L. Ross; Terry L.
                                                                                Richardson; Marilyn Coolidge
36     673 Brannan Street                                5/7/2007     5/7/2007  Paul Chow; John Steven Cooney
37     725 Concord Avenue Medical Office Building       12/8/2006    1/16/2007  Jonathan G. Davis; Paul R. Marcus
38     6620 18th Avenue Retail(34)                      10/5/2007    10/5/2007  Haim Chera; Richard Chera
39     TN Office Portfolio - BGK                          Various    5/15/2007  Paul S. Gerwin; Fred Kolber
39.01  The Terraces                                      5/9/2007    5/15/2007
39.02  Estate Office Park                               5/10/2007    5/15/2007
39.03  Pine Ridge                                       5/10/2007    5/15/2007
39.04  Crossroad Commons                                 5/9/2007    5/15/2007
40     Merrimac Plaza                                   6/12/2007    6/13/2007  Mark C. Dickinson
41     Inverness Business Center North                 12/26/2007   12/27/2006  Richard Lee; Andrew Lukei; Jason Golding
42     Foothills Commerce Center Buildings C, D &       6/21/2007    6/21/2007  Mark IV Capital, Inc.
       E
43     Eastside Plaza 3 & 4                              8/6/2007     8/6/2007  J. Brent McKinley
44     Old National Town Center                         10/5/2007    10/5/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Wolf Simon Rubinstein; Frederick M.
                                                                                Nicholas
45     Geneva Portfolio(17)                               Various      Various  F. James Becher, Jr.
45.01  Greensboro                                       4/12/2007     5/9/2005
45.02  Charlotte                                        4/11/2007    5/10/2007
45.03  Ringgold                                         4/13/2007     5/9/2007
45.04  Wilmington                                       4/13/2007    5/10/2007
46     770 & 780 Garden Street                          5/31/2007    4/12/2007  M. Aaron Yashouafar; Solyman Yashouafar
47     509 212th Street                                  6/4/2007    4/12/2007  M. Aaron Yashouafar; Solyman Yashouafar
48     Premier Landing                                   8/2/2007     8/3/2007  Ezra R. Mizrahi; Mordecai R. Mizrahi
49     555 South Woodward                              10/27/2006   10/25/2006  Bruce E. Thal; John J. Reinhart
50     Hamilton Crossing                                7/25/2007    7/25/2007  Stefan Boros
51     Holiday Inn Express - Buckhead, GA               7/24/2007    7/25/2007  Rajesh R. Patel
52     Boulder Ridge Apartments Phase II(26)             8/6/2007     8/6/2007  Mark W. Lambert, Trustee of the M. W.
                                                                                Lambert Revocable Trust
53     West Town Apartments                             1/16/2007    1/15/2007  Chad Christensen; Cottonwood Capital, LLC
54     Residence Inn - Livermore, CA                    7/17/2007    7/17/2007  None
55     University Parkway                                2/8/2007     2/8/2007  Carl R. Nichols
56     Mammoth Professional Building                     5/7/2007     5/7/2007  Birtcher Anderson
57     Walgreens Buckhead                               5/10/2007    4/10/2007  Dr. Ambrish K. Gupta
58     Holiday Inn Express Hotel & Suites -             6/21/2007    6/21/2007  Maninder Pal Singh Lobana; Amarjit S.
       Deerfield                                                                Multani
59     Hoadly Marketplace                               6/12/2007    6/12/2007  Christos Economides; Oekos Corporation
60     Mountain Dream Center                            6/15/2007    6/18/2007  Tony Wood-Yick Chow; Wai-Ling Yu; Chiu-
                                                                                Leung Yu; Louisa Wai-Yee Chow
61     Eagle Electronics Office Building                4/18/2007    4/17/2007  Todd Mikles; Michael O'Leary
62     Sable Chase at Sherwood                          7/10/2007    7/20/2007  Paul S. Gerwin; Fred Kolber
63     Maple Ridge Apartments II                        7/19/2007    7/19/2007  Scott A, Wise; Brad W. Nichols; Sterling M.
                                                                                Nichols
64     6200 Seaforth Street                             6/22/2007    6/27/2007  Michael B. Glick
65     Twin Lakes Shopping Center                       5/18/2007    5/17/2007  Sang (Jason) Do Kim; Sang Kyun Kim
66     Quioccasin Center Station                        6/19/2007    6/19/2007  Manakin Farms, Inc.
67     Fairmount Place Office                           6/29/2007    6/28/2007  Harry J. O'Donnell
68     Bala Apartments                                  9/10/2007     9/6/2007  Michael Woodward
69     12621 Featherwood                                7/28/2006    9/21/2006  BGK Equities II LLC; Paul Gerwin
70     CT Beverage Mart Plaza                           7/27/2007    7/25/2007  Brigham Metcalfe; James Ransford; Stephen
                                                                                Downes; James Valentine
71     University Suites                                3/30/2007    3/19/2007  Robert Clay Henline, Jr.
72     Bent Tree Plaza I, II & III                      7/26/2007    7/25/2007  Michael S. Adler
73     Bel-Red Medical Dental Center(27)                8/22/2007    8/22/2007  David A. Odegard; Donald J. Gockel; David
                                                                                H. Chang
74     Woodbridge Apartments                            5/25/2007    5/25/2007  James D. White
75     Autumn Ridge Medical Center                      9/12/2007    9/19/2007  The 3 Amigos Properties, L.L.C., Richard C.
                                                                                Krueger, Kent C. Thompson, Michael D.
                                                                                Weatherl
76     Gadd Crossing                                    5/20/2007    5/21/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Dale C. Kresge; Jack M. Arnot; Lorna J.
                                                                                Arnot; Warren Friedrich; Neal Tan Tran;
                                                                                Linda Friederich; Rudolf Paul Huber; Rudolf
                                                                                Paul Huber as Trustee of The Huber Family
                                                                                Trust dated May 9, 1993; Steven J. Koveikis;
                                                                                Dale C. Kresge; Patricia B. Malone; Gail S.
                                                                                McKinney; James L. Norton; Sally S. Norton;
                                                                                Robert J. Trapnell; Ernestine Gilbert Offord;
                                                                                Debbie Perna; Claudia Anaya; Dale C.
                                                                                Kresge; Juan Anaya; Sandra M. Kresge;
                                                                                Nicholas A. Ostroff; Larry Perna; Barbara
                                                                                Ann Robbins; David P. DeLong, Successor
                                                                                Trustee of The Fred P. Carcello and Dorothy
                                                                                Carcello Trust established November 11,
                                                                                1992; David P. DeLong, Successor Trustee of
                                                                                The Fred P. Carcello Marital Trust dated
                                                                                November 11, 1992
77     Lodi City Center                                  8/1/2007    7/26/2007  Edward Barkett; Anthony Barkett
78     East Winchester                                  7/23/2007    7/23/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Barbara J. Berke; Daniel E. Biles; Francis L.
                                                                                Biles; Margery A. Borgrud; Anne H. Brodley;
                                                                                Charles M. Crome; Patricia J. Crome; Barbara
                                                                                D. Brooke; Elizabeth G. Hill; Edward B.
                                                                                Hunt; Edward W. Hunt; Aaron Fechter; Ken
                                                                                Fung; Edward L. Heffernan; Sandra G.
                                                                                Hobson; Geraldine C. Johnson; Bert L.
                                                                                Kramer; Ruby Jean Lopez; Jacquelyn M.
                                                                                Buck; Marlie A. Moses; John W. Neider; B &
                                                                                J Neider Enterprises, Inc.; Gisela S. Palmes;
                                                                                William J. Toomey and Shirley A. Toomey
                                                                                Family Trust; William J. Toomey; Wayne L.
                                                                                Hill; Yuichi Yamagata; Robert D. Brooke;
                                                                                Lincoln R. Borgrud; Patricia J. Nero; James
                                                                                W. Hobson; Gary L. Johnson; James P.
                                                                                Mieuli; Edgardo T. Palmes; Shirley A.
                                                                                Toomey
79     Mammoth Encinitas West                           6/29/2007    6/29/2007  Birtcher Anderson
80     Airport Atrium Center                             4/3/2007     4/4/2007  Paul S. Gerwin; Fred Kolber
81     Exton Office                                    12/20/2006   12/20/2006  Russell R. Naylor
82     Walgreen's - Miami, FL                           6/27/2007    6/25/2007  Joseph G. Leoni, Jr.
83     Northdale Plaza                                   8/1/2007     8/2/2007  Bradley A. Hoyt
84     53-83 Fourth Avenue                              3/28/2007     2/8/2007  Jonathan G. Davis; Paul R. Marcus
85     Burgard Industrial Park                          6/14/2007    6/14/2007  James H. Winkler; American Industries, Inc.;
                                                                                Boydstun Metal Works, Inc
86     Wharton Mall(18)                                  2/2/2007   12/28/2006  Elvira F. Petigrow; Stuart Glasser, M.D.
87     Aldo South Beach                                 9/25/2006    5/15/2007  Davaldou US, Inc.
88     Jefferson Industrial Complex(19)                 7/13/2007    7/16/2007  Mehrzad Mark Naim, Behzad Ben Naim
89     Broadway Lofts                                   6/25/2007    6/25/2007  Vern McCarty
90     Kohl's Ground Lease - Forward                     6/6/2007          NAP  Vincent L. Pangle
91     Candlewood Suites                                6/14/2007    6/14/2007  Rajnikant R. Desai
92     Capri Rialto Mobile Home Estates                 6/28/2007    6/26/2007  John E. Morgan; Beverly C. Morgan
93     Creative Children Learning Centers - Davie,       5/7/2007     5/4/2007  Norman S. Jaffe
       FL(20)
94     Creative Children Learning Centers -              5/4/2007     5/4/2007  Norman S. Jaffe
       Tallahassee, FL
95     San Gabriel Professional Center                  4/23/2007    4/23/2007  Kyle R. Wong
96     Snoqualmie Ridge Phase IV Lot 2                  8/21/2007    8/21/2007  Mark S. McDonald
97     Woodlands Shopping Center                        6/14/2007    6/14/2007  Bruce W. Williams
98     Sleep Inn - Lexington, KY                        11/8/2006   11/14/2006  Richard C. Ekhoff & William Craig Turner
99     The Metcalf Plaza / Target Center Shopping       6/19/2007    6/19/2007  Surendra Kumar
       Centers
100    Colony Commons I and II                          4/11/2007    4/10/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Berry Trust Declaration, dated July 18, 2006;
                                                                                Sue Kelly Adams Trust, originally dated
                                                                                March 11, 1991 and revised and restated on
                                                                                November 19, 2001; Arthur E. Miltenberger;
                                                                                Sue Kelly Adams; Sharon C. Berry; Charles
                                                                                G. Berry; The A.M. and Martha Hossenlopp
                                                                                Revocable Trust dated March 29, 2001; The
                                                                                Arthur E. and Elisabeth Miltenberger Family
                                                                                Trust dated February 10, 1998; Martha
                                                                                Hossenlopp; The Kathryn B. Chidester Family
                                                                                Trust, dated May 11, 2001; Kathryn B.
                                                                                Chidester; A. M. Hossenlopp; Elisabeth
                                                                                Miltenberger; Sweta Mepani; Chetan Mepani;
                                                                                Stephen John and Eileen May Meuris
                                                                                Revocable Living Trust dated February 13,
                                                                                1995.; Josephine Eisel Ryan; Eileen May
                                                                                Meuris; Stephen John Meuris
101    Broadway Apartments                              9/21/2007     9/7/2007  Julie Kirtley; Curt Kirtley
102    14144 Ventura Office Building                    7/10/2007    7/11/2007  Scott J. Weiss; Wilfred F. Von Der Ahe
103    550-552 West 21st Street(32)                     1/31/2007     3/1/2007  Leslie J. Garfield
104    Candlewood Suites, Harrisonburg                  6/12/2007     6/8/2007  Henry C. Clark
105    Whitney National Bank                            8/20/2007    8/20/2007  Frank B. Burge; Dr. James Arthur
106    Walgreen's - Dallas, TX                          6/27/2007    6/25/2007  Joseph G. Leoni, Jr.
107    Town Center Self Storage                         7/12/2007    7/12/2007  Mark C. Wolf
108    Allen Town Center(29)                            7/11/2007    7/11/2007  Jay Friedman; R. Nader Ghadimi
109    Holiday Inn Express - Libertyville, IL           1/16/2007    1/16/2007  Sandra Sun
110    Staples - Golden, CO                             8/17/2007    8/17/2007  Jorge Topelson; Alejandro Topelson
111    St Andrews Place                                  4/9/2007     5/4/2007  Douglas L. Swenson; DBSI Housing, Inc.;
                                                                                Ellen A. Kwiatkowski-Schwinge; Herman
                                                                                Builders, Inc.
112    Beacon Point Service Center                      6/12/2007     6/8/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Wayne F. Brady and Patricia C. Brady as
                                                                                Trustees of the Brady Family Revocable
                                                                                Living Trust dated February 20, 2007.; Wayne
                                                                                F. Brady; Patricia C. Brady; Arthur R. Cargill;
                                                                                Maryann Cargill; Luis DeMelo; James A.
                                                                                Dunn as Trustee of The James A. Dunn Inter
                                                                                Vivos Trust dated October 19, 2001; James A.
                                                                                Dunn; Arturo E. Fournier; Randy A.
                                                                                Greenhalgh and Joan M. Greenhalgh as
                                                                                Trustees of The Greenhalgh Trust dated
                                                                                March 5, 1993; Randy A. Greenhalgh; Joan
                                                                                M. Greenhalgh; Mark S. Gross and Pauline D.
                                                                                Gross as Trustees of The Gross Family Trust
                                                                                dated May 7, 2007; Mark S. Gross; Pauline D.
                                                                                Gross; Frank L. Hoffecker Sr.; Thomas A.
                                                                                Lindheimer; Carmen A. Lindheimer; Glenn J.
                                                                                Reis as Trustee of The Glenn J. Reis
                                                                                Revocable Trust dated August 30, 2004;
                                                                                Glenn J. Reis; LaVerne L. Schwengel; Seibert
                                                                                Family Trust dated March 13, 2002; Harley
                                                                                Van Seibert; Diane E. Seibert; Clifford A.
                                                                                Vige as the Trustee of the Vige Living Trust
                                                                                dated February 21, 1992; Clifford A. Vige;
                                                                                Jose Motta Amaral
113    Padonia Plaza                                    5/15/2007    5/15/2007  Wayne R. Gioioso, Jr.
114    Best Western Casa Villa Suites - Harlingen,      8/29/2007    8/17/2007  Jagdish Chandra
       TX
115    Borders Books & Music - Bowie                    5/17/2007    5/14/2007  Patricia P. Georgilakis; Peter G. Pappas;
                                                                                Diane M. Pappas
116    Willow Bend                                      4/17/2007    4/16/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                James W. Bruskewitz; Patrick S. Carlson;
                                                                                Milton L. Castleman; Irene Dietz; Alicia R.
                                                                                Ellis; Daniel O. Jobe; Severd V. Johnson;
                                                                                James E. Johannes; Mark B. Schneider; Earl
                                                                                Van Dyke; Andrew T. Valkanas; Carol Scola;
                                                                                Katherine C. Noonan; Diane M. Carlson;
                                                                                Patrick S. Carlson and Diane M. Carlson as
                                                                                Co-Trustees of The Carlson Family Trust
                                                                                dated September 7, 2002; Kristin Castleman;
                                                                                Debra A. Johannes; Susan M. Schneider;
                                                                                Mark B. Schneider and Susan M. Schneider as
                                                                                Co-Trustees of The Schneider Family Trust,
                                                                                dated May 25, 1996; Maureen E. Valkanas;
                                                                                Vincent T. Mander; Hiromi Mander
117    796 Lexington Avenue                             7/23/2007    7/23/2007  Dennis Phillips; Nancy Phillips
118    Padre Commons Plaza                              9/26/2007    9/26/2007  Kenneth J. Delery; Charles W. Shears
119    Hampton Inn - Waycross, GA                       9/17/2007    9/17/2007  Kirit Patel; Anil Patel
120    Starbucks Center South                           8/28/2007    8/28/2007  Christopher E. Burdett; Andrew Shanks
121    Bridgeport Apartments                            9/10/2007     9/6/2007  Michael Woodward
122    Burchwood                                       12/28/2006   12/28/2006  Reggie Gibson
123    Jasper Mountain Highlands Shopping Center        7/11/2007    7/11/2007  Robert M. Worgan, Robert Ellis
124    Spokane Apartments                                 Various      Various  Darrel Dickson
124.01 North Cliff Terrace                               9/6/2007     9/6/2007
124.02 Hart Terrace                                      9/5/2007     9/5/2007
125    Wood Dale Towne Center                           8/13/2007     4/9/2007  Barron S. Perl
126    NJVC Building                                    7/25/2007    7/25/2007  The Chenega Corporation
127    Holiday Inn Express - Livingston, TX             4/11/2007    4/10/2007  Don C. Baskin Jr., Don C. Baskin Sr., Kevin
                                                                                P. Hilchey
128    126 Chestnut Street                              6/28/2007    6/28/2007  Jatinder Pal Chawla
129    Amcal Business Center                            8/24/2007    8/24/2007  Percival Vaz
130    Lost Creek Village                               7/24/2007    7/25/2007  Mark Sater and Sam Sayegh
131    Mainstay Suites - Clute, TX                      8/10/2007    8/10/2007  Scott T. Odom
132    Georgia Center For Total Cancer Care              5/2/2007     5/3/2007  Dale L. McCord, MD
133    Town Fair Shopping Center                        7/30/2007    7/30/2007  Theodore Deikel
134    Pioneer Square(29)                               4/12/2007    4/12/2007  Dershaiun Lai; Chunwan Lai
135    Mansell Plaza                                    6/12/2007    6/12/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Susan M. Schneider a/k/a Susan C. Schneider;
                                                                                Off the Ranch, Inc.; Ronald W. McCall; The
                                                                                A.M. and Martha Hossenlopp Revocable Trust
                                                                                dated March 29, 2001; Alicia R. Ellis; Martha
                                                                                Hossenlopp; Lynn M. Schmidt; Ronald W.
                                                                                McCall; Conway Groves, Inc.; Maryann
                                                                                Cargill; Bell Family Trust dated July 20,
                                                                                1994; Robert D. Bell; Bonnie E. Bell; Arthur
                                                                                R. Cargill; Kim W. Schmidt; A. M.
                                                                                Hossenlopp; Mark B. Schneider
136    Comfort Suites - Yulee, FL                       8/20/2007    8/20/2007  Raman Patel; Kanchan Patel
137    Stapleton Square                                 9/12/2006    9/12/2006  Bruce H. Etkin; David L. Johnson; The
                                                                                Johnson Family Limited Partnership, L.L.L.P.
138    County Inn - Mountainview, CA                    4/26/2007    4/26/2007  Chandrakant K. Shah
139    Bluebonnet Crossing                               5/4/2007     5/4/2007  Norman S. Jaffe
140    Fletcher Square Shopping Center                  6/13/2007    6/13/2007  Michael S. Fletcher
141    Shoppes of Crabapple                              8/7/2007     8/7/2007  Stefan Boros
142    Ridgeway Plaza                                   5/23/2007    5/23/2007  William R. Hilburn, III
143    EZ Storage Headquarters                          4/18/2007    4/18/2007  Anthony Manganaro; Siena Corporation;
                                                                                Snowden Land LLLP
144    Office Depot - El Dorado, AR                     7/25/2007    7/25/2007  Y & O Investments Inc.
145    Brambleton Medical Center                         6/6/2007     6/5/2007  James E. Baylor, Jr.
146    Office Depot - Palestine, TX                     7/25/2007    7/25/2007  Y & O Investments Inc.
147    The Continental Ranch Retail Center              8/14/2007    7/24/2007  Johnnie E. Ertle, II
148    State Street Retail                               5/4/2007    6/22/2007  Steve Samberg, Catherine Whiddon, Gene
                                                                                Whiddon
149    Westbrook Office Park                            7/13/2007    7/13/2007  Nancy A. Barnes; Sven H. Kristensen; The
                                                                                Nancy Barnes 2000 Revocable Trust;
                                                                                Kristensen Family Revocable Trust 1994;
                                                                                Ellen M. Kristensen
150    Days Inn Airport South - College Park,           6/18/2007    6/19/2007  Pravin Master
       GA(28)
151    Towne Place                                      8/16/2007    8/15/2007  James R. Conway; Victor C. Smith; Trummie
                                                                                L. Patrick
152    Cordes Professional Building                     7/31/2007    7/31/2007  Anton Jaber; Janette Jaber
153    Ashford Plaza Retail Center                      7/25/2007    7/25/2007  Fahed Salfiti
154    Muskegon Retail                                  8/23/2007    8/23/2007  Mark D. Finkelstein
155    Grogan's Forest Retail Center                     7/5/2007     7/5/2007  Fahed Salfiti
156    Sapphire Pointe                                  6/14/2007    6/13/2007  Douglas L. Swenson; DBSI Housing Inc.;
                                                                                Bernard Dwight Anderson; Linda Ann
                                                                                Anderson; Matthew C. Burris; David E.
                                                                                Harper; Linda J. Harper; David B. Miller;
                                                                                Barbara Ann Robbins; Alfredo G. Rodriguez;
                                                                                Marie G. Rodriguez; Gary D. Smith; Linda B.
                                                                                Smith
157    Lofts at McIntire                                6/15/2007    6/15/2007  Rick Beyer; Munro Russell
158    Sunset Medical Office Building                    5/7/2007     5/7/2007  Norman S. Jaffe
159    Richmond Street Studios                          5/23/2007    5/23/2007  Jay Rembe; Chris Calott
160    Stamey Plaza                                     6/12/2007    6/12/2007  Norbert Koenig; Hedwig Koenig
161    Shoppes at Greystone                             7/20/2007    7/17/2007  Ezra R. Mizrahi; Mordecai R. Mizrahi

For a discussion of the risks related to a tenant-in-common structure, see “Risk Factors-- Risks Relating to Borrowers’ Organization or Structure” in this prospectus supplement.

With respect to Mortgage Loans that are cross-collateralized and cross-defaulted with one or more Mortgage Loans, (i) the Cut-off Date LTV Ratio and LTV Ratio at Maturity are based on the aggregate loan amount and aggregate appraised value and (ii) the DSCR for each of the Mortgage Loans is based on the aggregate debt service and loan balance amounts.

Loan No. 144 (Office Depot – El Dorado, AR): The Mortgage Loan has an initial interest-only period of 10 months beginning on the first payment date, followed by a principal and interest period of 54 months beginning on August 11, 2008 up to and including January 11, 2013, followed by a second interest-only period of 26 months beginning on February 11, 2013 up to and including March 11, 2015. Beginning on April 11, 2015 through the remainder of the loan term, normal principal and interest payments will resume.

Loan No. 146 (Office Depot – Palestine, TX): The Mortgage Loan has an initial interest-only period of 12 months beginning on the first payment date, followed by a principal and interest period of 64 months beginning on October 11, 2008 up to and including January 11, 2014, followed by a second interest-only period of 24 months beginning on February 11, 2014 up to and including January 11, 2016. Beginning on February 11, 2016 through the remainder of the loan term, normal principal and interest payments will resume.

Loan No. 134 (Pioneer Square): The reserves shown as Seller Escrow ($378,506) represent funds the seller of the Mortgaged Property deposited in an escrow account with the title insurance company, as escrow agent, under an escrow agreement between the seller, borrower and title insurance company, in which the borrower’s interest was collaterally assigned to the lender.

Loan No. 11.45 (CGM RRI Hotel Portfolio – Red Roof Inn Cincinnati Sharonville): The environmental consultant recommended a file review of identified off-site sources of contamination that may have potential impact on the mortgaged property. A request was made to the Ohio EPA for all available files. However, the requested information has not been received.

Certain Pool Characteristics of the Mortgage Loans and Mortgaged Properties⁽¹⁾⁽²⁾

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

Certain Characteristics of the Multifamily and Manufactured Housing Mortgage Loans

The Loan. The Lincoln Square loan (the “Lincoln Square Loan”) is a $160.0 million 10-year interest-only fixed rate loan secured by a first priority mortgage on the borrowers’ fee simple interest in a 405,978 sq. ft. office building located in Washington, DC (the “Lincoln Square Property”). The Lincoln Square Loan proceeds were used to refinance existing debt and fund defeasance and closing costs.

The Lincoln Square Loan, which is evidenced by a pari passu note, is a portion of a loan combination with an original aggregate principal balance of $285,000,000. The other loans related to the Lincoln Square Loan are evidenced by multiple separate notes (the “Lincoln Square Pari Passu Companion Loan” and the “Lincoln Square Junior Companion Loan” with original principal balances of $60,000,000 and $65,000,000, respectively and, together with the Lincoln Square Loan, the “Lincoln Square Loan Combination”). The Lincoln Square Pari Passu Companion Loan and the Lincoln Square Junior Companion Loan will not be assets in the Trust. The Lincoln Square Loan, the Lincoln Square Pari Passu Companion Loan and the Lincoln Square Junior Companion Loan will be governed by a co-lender agreement described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying Prospectus Supplement.

The Borrower. The borrowers, tenants-in-common, consist of the following entities and percentage ownership interest in the Lincoln Square Property: Lincoln Circle Associates, LLC (34.8%), Lincoln Park Center Associates, LLC (31.7%), Lincoln Commons Associates, LLC (28.5%) and RCM Lincoln Square, LLC (5.0%) and are each a special purpose entity structured to be bankruptcy remote. Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination of the Lincoln Square Loan. The sponsor of the borrower is Ralph S. Dweck. Mr. Dweck has control of each borrower through their respective wholly-owned non-member manager. Mr. Dweck has been a full-time real estate developer since 1972 after practicing law with the firms of Dweck, Horowitz & Goldstein and Grossberg, Yochelson, Fox & Beyda. During the last 33 years, Mr. Dweck has developed or acquired a variety of properties throughout the Washington, DC metropolitan area including: over 300,000 sq. ft. of retail shopping centers, 1.5 million sq. ft. of warehouse space, 3,500 apartment units and over 3.0 million sq. ft. of office space. Mr. Dweck owns several buildings in the direct vicinity of the Lincoln Square Property, including Republic Place, 1990 M Street, and 2001 L Street.

The Property. The Lincoln Square Property consists of a 14-story Class “A” office building containing approximately 405,978 sq. ft. situated on 0.9 acres of land. The Lincoln Square Property was built in 2001 and is located in Washington, DC, within the Washington-Arlington-Alexandria metropolitan statistical area. The Lincoln Square Property includes both office and retail space. The office component of the Lincoln Square Property contains 349,298 sq. ft. throughout 14 above-grade floors. The retail component contains 56,680 sq. ft. throughout the ground floor and a below-grade eight-screen cinema. The Lincoln Square Property also contains a subterranean parking garage with 320 parking spaces providing for a parking ratio of 0.8 per 1,000 sq. ft. As of June 1, 2007 the Lincoln Square Property was approximately 100% occupied by 11 tenants.

The Lincoln Square Property is located at 555 11th Street, NW, and encompasses one-half of the block surrounded by 10th, 11th, E and F streets. The Lincoln Square Property is within walking distance to the United States Capitol Building and the White House. Vehicular access is made easy by the nearby I-395 access on 3rd Street less than one mile to the east. The Lincoln Square Property is also well served by Metrorail, Washington, DC’s mass transportation system, as it is within two blocks of all five of the system’s lines. The 11th Street entrance to the Metro Center station, the hub of the entire system, is located just one-half block north of the Lincoln Square Property.

Latham & Watkins LLP (234,217 sq. ft., 57.7% of NRA, $49.83 per sq. ft.). The tenant is subject to a modified gross lease with initial terms for portions of the demised premises of between 4-15 years, expiring between 1/31/2011 and 1/31/2016 at a weighted average base rent of $49.84 per sq. ft. for office space at the Lincoln Square Property. The portion of the lease with respect to unit 510 represents 4,490 sq. ft. and expires 6/30/2011, with two, 5-year renewal

options. A portion of the lease with respect to units 700-1200 represents 175,188 sq. ft. and expires on 1/31/2016 with a contractual rent increase of $3.00 per sq. ft. on 2/1/2011 and two, 5-year renewal options. The portion of the lease with respect to unit 1400 represents 23,041 sq. ft. and expires on 1/31/2011, with contractual rent increases of 2.0% per year and one, 5-year renewal option. The portion of the lease with respect to storage space at the Lincoln Square Property represents 2,118 sq. ft. at a base rent of $19.06 per sq. ft. with contractual rent increases of 1.0% per year and expires 1/31/2016, with two, 5-year renewal options.

The tenant is also subject to two 5-6 year modified gross subleases each expiring in June 2011 at a weighted average base rent of $45.06 per sq. ft. The sublease from Morgan Stanley DW, Inc. for unit 500 represents 23,490 sq. ft. and expires on 6/29/2011. Morgan Stanley DW, Inc. is subject to a 10-year modified gross lease expiring on 6/30/2011 at a base rent of $51.79 per sq. ft. with contractual rent increases of 2.0% per year. The sublease from CH2M-Hill, Inc. for unit 525 represents 5,890 sq. ft. and expires on 6/30/2011. CH2M-Hill, Inc. is subject to a 10-year modified gross lease expiring on 6/30/2011 at a base rent of $52.90 per sq. ft. with contractual rent increases of 3.0% per year and a one-time rent increase of $11,780 on 4/1/2008. The tenant has options to lease units 500, 525 and 600 once the initial term of the Morgan Stanley DW, Inc., CH2M-Hill, Inc. and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC leases have expired.

Latham & Watkins LLP was founded in 1934 and is headquartered in Los Angeles, CA. It is one of the largest and most prestigious international law firms in the world, employing over 2,100 attorneys in 24 offices worldwide. Latham & Watkins LLP practices corporate, environmental, finance, litigation, and tax law, and is especially recognized for its innovative approach to law firm management and pro bono work on a global scale.

GSA (47,991 sq. ft., 11.8% of NRA, $44.70 per sq. ft., rated Aaa/AAA/AAA by M/S/F). The tenant is subject to a 7.5-year gross lease and a 10-year modified gross lease, both expiring on 7/24/2011, at a weighted average base rental rate of $44.70 per sq. ft. The leases do not provide for renewal options. The tenant has the right to terminate the leases for an uncured breach by the landlord after 30 days notice, or for repeated breaches subsequently cured. GSA acts as the government’s landlord in obtaining office space for the federal workforce and supplies equipment, telecommunications and information technology products to its customer agencies. GSA’s management oversight covers $500 billion in federal assets, including some 8,300 buildings, 170,000 vehicles, and technology programs totaling more than $100 million. It carries out its mission through the Federal Technology Service, Federal Supply Service, Public Buildings Service, and regional offices throughout the country.

Landmark Theatre (40,000 sq. ft., 9.9% of NRA, $11.25 per sq. ft.). The tenant is subject to a 15-year modified gross lease expiring on 1/31/2019 at a base rental rate of $11.25 per sq. ft. The lease does not provide for renewal options or any termination options. Landmark Theatres is one of the nation’s largest theatre chains dedicated to marketing and exhibiting independent film. The Landmark Theatre at the Lincoln Square Property contains 8 screens.

CB Richard Ellis (36,335 sq. ft., 8.9% of NRA, $47.09 per sq. ft., rated Ba1/BB+/BB+ by M/S/F). The tenant is subject to a 10-year modified gross lease expiring on 3/31/2011 at a base rental rate of $47.09 per sq. ft. The lease is structured with contractual rent increases of 2.0% per year. The lease does not provide for renewal options or any termination options. CB Richard Ellis, founded in 1906 and headquartered in Westwood, CA, is one of the world’s largest commercial real estate services companies, operating over 300 offices around the world in the Americas, Europe, the Middle East, Africa, and the Asia Pacific region.

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (30,755 sq. ft., 7.6% of NRA, $51.41 per sq. ft.) The tenant is subject to a 10-year modified gross lease expiring on 5/31/2011 at a base rental rate of $51.41 per sq. ft. The lease is structured with contractual rent increases of 2.0% per year. The lease provides for one 5-year renewal option. The extension option is subordinate to Latham & Watkins LLP’s right to expand to include the premises. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC was founded in 1888 and is headquartered in Memphis, TN. It is ranked among the 100 largest law firms in the United States and includes over 450 attorneys and public policy and international advisors in more than 11 global offices. Baker Donelson represents local, regional, national, and international clients and the firm’s primary practice areas include public policy, health care, securities, and intellectual property.

According to REIS, the Washington, DC office market contained a total inventory of 92,859,000 sq. ft. as of the 3^rd quarter of 2007. During the 3^rd quarter of 2007, 498,000 sq. ft. were added and net absorption was a positive 355,000 sq. ft. The vacancy rate at the end of the quarter was 6.7% and has decreased steadily from a peak of 7.8% in 2003. The average asking rent was $46.46 per sq. ft. gross, up 1.4% from the previous quarter.

The Lincoln Square Property is a part of the East End submarket. The East End submarket extends west from 3rd Street, NW, to 15th Street, NW, between Pennsylvania and Massachusetts Avenues. This location is north of The Mall and The White House, and northwest of the U.S. Capitol. A majority of the office buildings in the Washington DC market lie within the northwest quadrant, concentrated in the East End and CBD office submarkets.

This urban area is fully developed with adequate municipal services and a mix of governmental and office uses. The Mayor’s Downtown Task Force has recommended that a broad swath of the downtown core, focused on the blocks between 6th and 12th Street, from Market Square to Mount Vernon Square, be redeveloped as an 18-hours-a-day, seven-days-a-week interactive downtown. With the Verizon Center nearby, the area surrounding the Lincoln Square Property has become home to some of Washington, DC’s most prestigious law firms, corporate tenants, and associations. The area offers an array of world renowned restaurants, retail destinations, and hotels for tourists as well as tenants in the area. In addition to the Verizon Center, the East End boasts the new convention center completed in early 2003 just north of Mount Vernon Square between 7th and 9th Streets, NW, and north of K Street.

According to REIS, the East End office submarket contained a total inventory of 32,387,000 sq. ft., as of the 3^rd quarter of 2007. There were 181,000 sq. ft. added during the quarter, and net absorption was a positive 136,000 sq. ft. Net absorption for 2006 was a positive 601,000 sq. ft. The vacancy rate at the end of the quarter was 6.9%. Per REIS, the average asking rent for the East End submarket was $50.17 per sq. ft. gross. The East End submarket contained an inventory of 21,138,000 sq. ft. of Class “A” office space. The vacancy rate and average asking rent for the Class “A” office space was 7.2% and $54.56 per sq. ft. gross.

The appraiser identified five competitive properties with seven comparable leases ranging from $64.75 per sq. ft. to $69.50 per sq. ft., with an average of $67.04 per sq. ft. The appraiser concluded office rent of $68.00 per sq. ft. modified gross for the Lincoln Square Property based on the quality and location.

Property Management. The Lincoln Square Property is managed by Lincoln Square Management, L.L.C., a borrower affiliate.

Lockbox / Cash Management. The Lincoln Square Loan is structured with a hard lockbox and springing cash management. Cash management becomes effective during the period (a “Trigger Period”) commencing upon the earliest of (i) the occurrence and continuance of an Event of Default (as defined in the Lincoln Square Loan documents), (ii) the debt service coverage ratio being less than 1.00x or (iii) the occurrence of an “L&W Trigger Event,” which such Trigger Period shall expire (x) with regard to any Trigger Period commenced in connection with clause (i) above, upon the cure (if applicable) of such Event of Default (provided that a Trigger Period does not otherwise then exist), (y) with regard to any Trigger Period commenced in connection with clause (ii) above, upon the date that the debt service coverage ratio is equal to or greater than 1.00x for six (6) consecutive calendar months (provided that a Trigger Period does not otherwise then exist) or (z) with regard to any Trigger Period commenced in connection with clause (iii) above, upon the occurrence of an L&W Trigger Termination Event (provided that a Trigger Period does not otherwise then exist). An “L&W Trigger Termination Event” shall mean an event which shall occur upon the deposit with lender or servicer (whether in the form of cash or a letter of credit) of an amount equal to $20.00 per sq. ft. of the applicable portion of the Latham & Watkins LLP premises (including subleased spaces) which is terminated or not renewed. An L&W Trigger Event occurs if Latham & Watkins LLP fails to renew their lease, with respect to any portion of the premises, prior to the date occurring twenty-one (21) months prior to the expiration date of the Latham & Watkins LLP lease with respect to such premises, or if Latham & Watkins LLP provides notice that it is terminating all or any portion of its lease with respect to any portion of the premises.

Initial Reserves. The gap rent reserve is designated to cover future rent increases. The gap rent reserve is to be disbursed with respect to the applicable rent reserve tenant upon evidence satisfactory to lender that such rent reserve tenant is open for business to the public and is paying full, unabated rent in accordance with the terms of the applicable lease and that such lease is in full force and effect with no defaults thereunder. The TI holdback reserve is to be disbursed upon lender’s receipt of evidence satisfactory to lender that borrower has paid the tenant improvement allowance in the amount of the TI holdback reserve currently outstanding and in accordance with the applicable terms and conditions of the Latham & Watkins LLP lease.

Monthly Reserves. On a monthly basis, the borrower is required to deposit reserves as follows: (i) $428,716 into a monthly tax reserve account; (ii) at the option of lender, if the liability or casualty policy maintained by borrower covering the Lincoln Square Property shall not constitute an approved blanket or umbrella policy pursuant to the Lincoln Square Loan documents or lender shall require borrower to obtain a separate insurance policy, $15,130 into a monthly insurance reserve account; (iii) $6,766 into a replacement reserve account; provided, that borrower shall not be required to make such monthly deposit if, as of the applicable monthly payment date, the amount of funds on deposit in the replacement reserve account equals or exceeds the sum of $243,588 (borrower is required to replenish the reserve account should the balance fall below this amount); and (iv) $33,832 into a TI/LC reserve account; provided, the borrowers shall not be required to make such monthly deposit if, as of the applicable monthly payment date, the amount of funds on deposit in the TI/LC reserve account equals or exceeds the sum of $1,217,934 (borrower is required to replenish the reserve account should the balance fall below this amount).

Right of First Refusal: The borrowers, their direct owners and Ralph Dweck (individually) granted RCM LS II, LLC, a Delaware limited liability company (an entity, controlled by Richard Ruben (a pre-approved sponsor), with a 5% ownership interest in one of the borrowers) a right of first refusal to purchase the Lincoln Square Property or certain direct or indirect interests in the borrowers pursuant to a certain Right of First Offer Agreement (“ROFO”) at the time the borrowers acquired the Lincoln Square Property from another entity owned by Richard Ruben. In connection with the Lincoln Square Loan, an amendment to ROFO was executed to confirm that the ROFO is subordinate to the lien and terms of the Lincoln Square Loan documents and all other documents evidencing and/or securing the Lincoln Square Loan.

Current Mezzanine or Subordinate Indebtedness. The Lincoln Square Property also secures a subordinate B-Note with an original principal balance of $65.0 million that is currently owned by CGM and will not be an asset of the CD 2007-CD5 Mortgage Trust.

The Loan. The USFS Industrial Distribution Portfolio Loan (the “USFS Industrial Distribution Portfolio Loan”) is a $157,463,751 10-year, interest-only, fixed rate loan secured by a first priority mortgage on the borrower’s fee simple interest in 37 industrial warehouse/distribution properties and 1 office building located in 25 states throughout the continental United States (the “USFS Industrial Distribution Portfolio Properties”).

On July 3, 2007, Kohlberg Kravis Roberts and Clayton, Dubilier & Rice (the “Sponsors”) acquired 100% of the outstanding shares of capital stock of U.S. Foodservice, Inc. (“US Foodservice”), a wholly-owned subsidiary of Koninklijke Ahold N.V. (“Ahold”). The total purchase price was approximately $7.3 billion, which was financed with approximately $5 billion of debt financing and approximately $2.25 billion of sponsor equity. The total debt included approximately $677.0 million of CMBS debt comprised of the USFS Industrial Distribution Portfolio Loan Combination and approximately $204.6 million of floating rate CMBS debt secured by properties other than the USFS Industrial Distribution Portfolio Properties. The remaining debt financing was comprised of various asset-based and unsecured credit facilities. The USFS Industrial Distribution Portfolio Loan Combination was used by the borrower to acquire the 38 properties which comprise the USFS Industrial Distribution Portfolio Properties. The USFS Industrial Distribution Portfolio Properties were all simultaneously leased back by the borrower, as landlord, to U.S. Foodservice, Inc., as tenant, under an absolute triple-net 20-year unitary master lease. The borrower has $157.5 million of cash equity in the USFS Industrial Distribution Portfolio Properties.

The USFS Industrial Distribution Portfolio Loan, which is evidenced by the A-2 Note and the A-6 Note, is part of a $472,391,250 whole loan (the “USFS Industrial Distribution Portfolio Loan Combination”) that consists of the USFS Industrial Distribution Portfolio Loan and $314,927,499 of pari passu debt. The USFS Industrial Distribution Portfolio Loan Combination is split into six pari passu A-Notes as outlined in the table below. The respective rights of the holders of the pari passu A-Notes and the USFS Industrial Distribution Portfolio Loan will be governed by a co-lender agreement described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying Prospectus Supplement.

The Borrower. The borrower, USF Propco I, LLC, a Delaware limited liability company, is a single-purpose, bankruptcy-remote entity with two independent directors. The borrower is sponsored by Kohlberg Kravis Roberts (50%) and Clayton, Dubilier & Rice (50%).

Kohlberg Kravis Roberts (“KKR”) is a private equity firm that was founded in 1976 and specializes in management buyouts. KKR has offices in New York, Menlo Park, London, Paris, Hong Kong and Tokyo, and implements an investment approach that is focused on acquiring business franchises and implementing value-creating strategies. Since its founding, KKR has completed more than 150 transactions with an aggregate value of over $279 billion.

Clayton, Dubilier & Rice (“CD&R”) is a private equity firm that was founded in 1978, and has acquired approximately 40 businesses primarily consisting of subsidiaries or divisions of large multi-business corporations. CD&R’s acquisitions represent a broad range of industries with an aggregate transaction value in excess of $50 billion. CD&R has substantial direct experience in the foodservice distribution industry having managed funds that owned Alliant Foodservice, Inc., a $7 billion foodservice distributor and Brakes, Europe’s largest broadline foodservice distributor.

The Properties. The USFS Industrial Distribution Portfolio Properties consist of 37 industrial warehouse distribution properties and 1 office building comprising approximately 9.0 million sq. ft. located in 25 states throughout the continental United States. The USFS Industrial Distribution Portfolio Properties were built between 1950 and 2001 and are used to service customers ranging from independent establishments to large multi-national companies. The USFS Industrial Distribution Portfolio Properties are 100% leased to U.S. Foodservice, the second largest food distributor in the United States under a 20-year absolute triple net lease at an initial in-place rental rate of $5.82 per sq. ft. The USFS Industrial Distribution Portfolio Properties accounted for approximately 60% of U.S. Foodservice’s 2006 Four Wall EBITDAR.

The USFS Industrial Distribution Portfolio Properties range in size from 19,346 sq. ft. to 504,627 sq. ft. with an average of approximately 237,950 sq. ft. A majority of the USFS Industrial Distribution Portfolio Properties are large multi-use warehouse distribution facilities with over 78.2% of the USFS Industrial Distribution Portfolio Properties over 200,000 sq. ft. On average, approximately 62% of the net rentable area (“NRA”) of each of the USFS Industrial Distribution Portfolio Properties is utilized for dry storage (includes office and dock space) while the remaining NRA is utilized for warehouse cooler storage (17% of NRA) and warehouse freezer storage (21% of NRA). The USFS Industrial Distribution Portfolio Properties offer ceiling heights ranging from 14 feet to 40 feet, with an average of 30 feet, and have 2 to 67 dock doors with an average of 32 dock doors per property.

The USFS Industrial Distribution Portfolio Properties are generally located within close proximity to major metropolitan areas, and generally have easy access to major roadways. The USFS Industrial Distribution Portfolio Properties average 21.4 miles from each of their respective metropolitan statistical areas (“MSA”), enabling widespread regional service. Approximately 63.2% of the USFS Industrial Distribution Portfolio Properties are located within the top 50 MSAs in the United States.

Tenant. U.S. Foodservice, an affiliate of the borrower, is the second largest foodservice distributor in the United States with $19.2 billion of net sales in 2006, and one of only two national broadline foodservice distributors. U.S. Foodservice serves geographical areas that represent over 90% of the country’s population. U.S. Foodservice operates more than 70 facilities with 27,000 employees and distributes food and related products to over 250,000 customers, including restaurants, hospitals, hotels, schools, the government and other establishments where food is prepared. Customers are served by a sales force of approximately 4,800 people with a separate sales force dedicated to the needs of national account customers. U.S. Foodservice offers an array of fresh, frozen, dry and non-food products with over 300,000 stock-keeping units (“SKU”) and a private label product portfolio encompassing 4,000 SKUs. U.S. Foodservice has approximately 6,000 suppliers and a private refrigerated transport fleet with more than 6,000 tractor trailers traveling over 250 million miles annually. Broadline is U.S. Foodservice’s primary segment and accounted for 85% of net sales for the fiscal year ending December 30, 2006. Broadline customers are primarily independently owned restaurants as well as a diverse group of other independent customers such as country clubs, caterers, independent nursing homes and community centers. The North Star business segment accounted for 15% of net sales for the fiscal year ending December 30, 2006. North Star primarily serves “National Chain Restaurant” customers, which are generally large multi-unit customers with a national presence in the casual dining and quick service restaurant categories.

U.S. Foodservice has been in operation for over 150 years and through acquisition and growth, three companies (U.S. Foodservice, PYA/Monarch and Alliant Foodservice) emerged and became U.S. Foodservice. In 2000, Ahold entered the United States foodservice distribution industry through the acquisition of U.S. Foodservice and PYA/Monarch. In November 2001, Ahold acquired Alliant Foodservice and established U.S. Foodservice as the second largest broadline

foodservice distribution company in the United States. In November of 2006, Ahold cited limited near-term synergies between U.S. Foodservice and Ahold’s retail operations, and decided to focus their resources and expertise wholly on the future growth of their retail businesses with the divestiture of U.S. Foodservice to the Sponsors.

The commercial foodservice market has experienced uninterrupted annual growth every year since 1975, increasing at an average annual growth rate of over 6% for the past 30 years. The percentage of consumer spending in the foodservice market has increased steadily during this period and the shift is expected to continue as a result of rising disposable income, an increase in the number of restaurants, and favorable demographic trends such as an aging population base that spends more per capita at foodservice establishments.

Lease. The USFS Industrial Distribution Portfolio Properties are subject to a 20-year absolute triple-net unitary master lease (the “U.S. Foodservice Lease”), between US Foodservice as lessee and the borrower as lessor, expiring on July 31, 2027 at an initial NNN base rent of $52,585,051 and an average NNN base rent during the USFS Industrial Distribution Portfolio Loan term of $55,214,304. The U.S. Foodservice Lease is structured with contractual rent increases of 10% on the fifth, tenth, and fifteenth anniversary dates of the lease commencement date in July 2007. The contractual rental rate for the USFS Industrial Distribution Portfolio was determined in accordance with the alternate use market rent for each USFS Industrial Distribution Portfolio Property as concluded by the appraisers. The U.S. Foodservice Lease does not contain any extension options or termination options. U.S. Foodservice, an affiliate of the borrower and lessee under the US Foodservice lease, is responsible for payments for all real estate taxes, insurance premiums, real estate operating expenses and capital expenditures.

Lockbox/Cash Management. The USFS Industrial Distribution Portfolio Loan Combination is structured with a hard lockbox and in-place cash management. All rental payments under the U.S. Foodservice Lease are required to be deposited into a lender-controlled lockbox account. Funds in the cash management account will be applied in the following order of priority:

Property Management. The property manager is U.S. Foodservice, an affiliate of the borrower.

Reserves. At closing, the borrower deposited $2,556,875 to cover environmental testing and possible remediation recommended by the environmental engineer with respect to various USFS Industrial Distribution Portfolio Properties that were not completed by closing. The reserve amount represents 125% of the environmental consultant’s conservative estimate of related costs. The environmental escrow amount may be disbursed from time to time, provided that in no

event shall any allocated environmental testing amount (as identified on a property-by-property basis) be reduced to less than 20% of such allocated environmental testing amount prior to the final installment. The borrower has agreed to use good faith efforts to complete all recommended environmental testing within three months of the USFS Industrial Distribution Portfolio Loan Combination closing. On or before the first payment date, the borrower is required to deposit reserves equal to one month of base rent under the U.S. Foodservice Lease to be held as additional collateral for the USFS Industrial Distribution Portfolio Loan Combination. From and after the occurrence of an Event of Default (as such term is defined in the USFS Industrial Distribution Portfolio Loan Combination documents) the borrower is required to deposit funds into tax, insurance and ground rent reserve accounts.

Release. The borrower is permitted to obtain the release of individual properties under the USFS Industrial Distribution Portfolio Loan Combination in connection with a sale of such property to a third party for fair market value, provided that there is a partial defeasance or prepayment of the principal by an amount equal to the greater of (i) 90% of the net proceeds from such sale and (ii) 110% of the allocated loan balance, provided no event of default is continuing and certain other conditions are satisfied. After giving effect to such release, the DSCR of the remaining USFS Industrial Distribution Portfolio Properties may not be less than the greater of (i) 80% of the DSCR for all USFS Industrial Distribution Portfolio Properties immediately prior to such release and (ii) the DSCR at closing. The LTV ratio of the USFS Industrial Distribution Portfolio Properties may not be greater than the LTV ratio at closing. If the foregoing DSCR and LTV tests would not otherwise be satisfied, the borrower is permitted to prepay or defease (as applicable) a portion of the USFS Industrial Portfolio Loan Combination in order to satisfy such tests.

Substitution. The borrower may substitute one or more similar fee owned or ground leased properties for any of the USFS Industrial Distribution Portfolio Properties so long as: (i) such substitution satisfies REMIC eligibility; (ii) after giving effect to such substitution, the DSCR is not less than the greater of (a) 80% of the DSCR for all USFS Industrial Distribution Portfolio Properties immediately prior to such substitution and (b) the DSCR at closing; (iii) after giving effect to such substitution, the LTV is not greater than the lesser of (a) the LTV ratio immediately prior to such substitution and (b) the LTV ratio at closing, (iv) the lender has received written confirmation from each rating agency that such substitution will not result in a downgrade withdrawal or qualification of the then-current ratings assigned by such rating agency to any class of certificates and (v) the borrower has submitted customary due diligence materials satisfying the criteria described in the USFS Industrial Distribution Portfolio Loan documents. The substitute property will also be subject to a geographic diversity test, so that USFS Industrial Distribution Portfolio Properties located in a single state do not cause the aggregate release amounts with respect to individual properties located in any single state to exceed 30% of the principal amount. The substitute property shall be made subject to the U.S. Foodservice Lease and shall not have a value that is less than the property being replaced. The borrower will not be permitted to substitute properties with an aggregate release amount equal to more than 30% of the principal amount. If the foregoing DSCR and LTV tests would not otherwise be satisfied, the borrower is permitted to prepay or defease (as applicable) a portion of the USFS Industrial Portfolio Loan Combination in order to satisfy such tests.

The Loan. The Charles River Plaza North loan (the “Charles River Plaza North Loan”) is a $145.0 million 10-year interest-only loan secured by a first priority mortgage on the borrower’s fee simple interest in a 354,594 sq. ft. office building located in Boston, MA (the “Charles River Plaza North Property”). The Charles River Plaza North Loan proceeds were used to refinance existing debt and fund closing costs.

The Charles River Plaza North Loan, which is evidenced by a pari passu note, is a portion of a loan combination with an original aggregate principal balance of $310,000,000. The other loans related to the Charles River Plaza North Loan are evidenced by multiple separate notes (the “Charles River Plaza North Pari Passu Companion Loan” and the “Charles River Plaza North Junior Companion Loan” with original principal balances of $145,000,000 and $20,000,000, respectively and, together with the Charles River Plaza North Loan, the “Charles River Plaza North Loan Combination”). The Charles River Plaza North Pari Passu Companion Loan and the Charles River Plaza North Junior Companion Loan will not be assets in the Trust. The Charles River Plaza North Loan, the Charles River Plaza North Pari Passu Companion Loan and the Charles River Plaza North Junior Companion Loan will be governed by a co-lender agreement described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying Prospectus Supplement.

The Borrower. The borrower is DMP CR Plaza, LLC, a special purpose entity structured to be bankruptcy remote. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Charles River Plaza North Loan. The sponsors of the loan are Jonathan G. Davis and Paul R. Marcus. Mr. Davis is the founder and CEO of The Davis Marcus Company, an affiliate of The Davis Companies. Mr. Marcus is President and Co-Owner of The Davis Marcus Company. Founded in 1976, The Davis Companies is one of the largest privately held real estate investment, development and management firms in New England. The company has had acquisitions and developments of over $1 billion of real estate. Affiliates of The Davis Companies have developed and/or owned nearly eight million sq. ft. of commercial, industrial and residential properties in Massachusetts, Connecticut, New Hampshire, Pennsylvania, New York and Texas.

The Property. The Charles River Plaza North Property consists of an approximately 354,594 sq. ft. medical office and laboratory space building situated on approximately 3.4 acres. The Charles River Plaza center was developed in the late 1960’s and the Charles River Plaza North Property was constructed in 2005. As of May 18, 2007, the occupancy rate for the Charles River Plaza North Property was approximately 100.0%. The Charles River Plaza North Property is one of the two condominium units comprising the condominium project known as The Charles River Plaza Primary Condominium (the “Condominium”) and includes an undivided percentage interest of approximately 57% (subject to adjustment from time to time pursuant to the condominium documents) in the common areas of the Condominium. The overall Condominium consists of an underground parking garage with additional surface parking areas and three main buildings. At the time of origination of the Charles River Plaza North Loan Combination, Mass General acquired the other condominium unit comprising the Condominium.

The Charles River Plaza North Property is located in the Beacon Hill neighborhood of downtown Boston, MA. More specifically, the Charles River Plaza North Property is located on the flat of the hill at the border of the North Station / Waterfront district. This irreplaceable infill urban location is approximately one block from Massachusetts General Hospital’s main campus. The immediate core area is densely improved with hospital buildings related to Massachusetts General Hospital, as well as ancillary uses such as hotels and numerous service establishments. To the west, in Beacon Hill along Charles Street and “on the hill” is a significant portion of Boston’s residential component.

The Lease. Mass General (as defined below) executed a net lease for 100% of the NRA at the Charles River Plaza North Property. The lease is structured with a 24 year term with two, ten-year renewal options. The lease provides for fixed rent of $6.60 per sq. ft. through 5/4/2025, at which point it is eliminated. In addition, the lease provides for rent of $50.46 per sq. ft. from 5/5/2007 through 5/4/2008, increasing at the lesser of 2% or CPI, through the lease expiration date of 5/4/2029. Mass General pays an additional $0.26 per sq. ft. per year increasing 5% on 7/1/2008 and on each July 1st thereafter. The current rent through 5/4/2008 is $57.32 per sq. ft. NNN.

The Tenant. The entire property is leased to The General Hospital Corporation, a Massachusetts not-for-profit-corporation d/b/a Massachusetts General Hospital (“Mass General”). Mass General is one of the oldest and largest teaching hospitals of Harvard Medical School. Annual inpatients total approximately 45,000. Outpatient visits total approximately 1,500,000. Mass General has approximately 19,500 employees. Mass General uses the Charles River Plaza North Property for the Center for Integrative and Computational Biology, the Center for Regenerative Medicine and Technology, the Center for Human Genetics and the Center for Physiologic Genomics. Mass General utilizes a total of approximately 1,000,000 sq. ft. of research/laboratory space of which the Charles River Plaza North Property represents approximately a third of such space. The laboratory space is occupied by researchers from Harvard University. In March 1994, Mass General and Brigham and Women’s Hospital founded Partners HealthCare System, Inc., a Massachusetts corporation (“Partners”), an affiliation established to create an integrated health care delivery system providing cost-effective care while maintaining the hospital’s historic dedication to teaching and research. Partners’ physician network currently includes more than 1,000 primary care physicians and approximately 3,500 specialists. In addition to the founding institutions, Partners also includes the North Shore Medical Center, Newton-Wellesley Hospital and Faulkner Hospital. Partners is the guarantor of the Mass General lease at the Charles River Plaza North Property. As of July 12, 2007, Partners was rated “AA” (Fitch) “Aa2” (Moody’s) and “AA” (S&P).

The Charles River Plaza North Property is located at 185 Cambridge Street (at Blossom Street), Boston, Suffolk County, Massachusetts. It is located in the Beacon Hill neighborhood of downtown Boston in what can be called the Boston Medical Complex. This complex contains Massachusetts General Hospital, Massachusetts Eye & Ear Infirmary, Shriner’s Hospital and Spaulding Rehabilitation Center. Boston is one of the three “superclusters” for biomedical and life science R&D (along with Southern California and the Research Triangle of North Carolina) with Massachusetts having the largest distribution of biotechnology companies in the United States.

The majority of properties that contain medical/lab space are owned by hospital and university institutions. The space is rarely available for lease and is typically 100% occupied by the owning institution. Because of the subject’s location adjacent to Cambridge and the amount of lab space in East Cambridge, the appraiser utilized Cambridge market statistics. Barriers to entry are significant in the lab space market. Cambridge has little undeveloped land zoned for lab space and the process is cumbersome and expensive. The appraiser identified 50 properties containing 9.7MM sq. ft. of space as a peer group of the subject. The overall vacancy of this peer group is 3.0% with rental rates typically ranging from $55 to $65 per sq. ft. NNN. The appraiser concluded 100% occupancy as stabilized for the Charles River Plaza North Property and $62.50 per sq. ft. NNN as market rent for the subject.

Property Management. The Charles River Plaza North Property is managed by Davis Marcus Management, Inc., a borrower affiliate.

Lockbox / Cash Management. The Charles River Plaza North Loan is structured with a hard lockbox and springing cash management. All tenant payments due under the applicable leases are deposited into a lender controlled lockbox account and are to be swept daily into a cash collateral deposit account under the control of the lender (“Deposit Account”). So long as no Charles River Plaza North Trigger Event (defined below) exists and the Anticipated Repayment Date has not occurred, funds in the Deposit Account shall be applied to monthly debt service payments due on the Charles River Plaza North Loan Combination which shall be applied, in the absence of an Event of Default, first to interest on the Charles River Plaza North Loan and the Charles River Plaza North Pari Passu Companion Loan on a pari passu basis and second to interest on the Charles River Plaza North Junior Companion Loan, and to fund any reserves which may be required under the Charles River Plaza North Loan Combination at such time, and following such application the remaining available cash will be transferred to the Charles River Plaza North Borrower’s operating account. Following the occurrence and continuance of a Charles River Plaza North Trigger Event, any funds remaining in the Deposit Account following application for monthly debt service payments, deposits to reserves then required under the Charles River Plaza

North Loan Combination and operating expense disbursements will be held by the lender in a supplemental debt service reserve sub-account. Upon the cure of the Charles River Plaza North Trigger Event, any remaining available cash will again be swept daily from the Deposit Account to the Charles River Plaza North Borrower’s operating account. A “Charles River Plaza North Trigger Event” means the occurrence of (i) an event of default under the Charles River Plaza North Loan or (ii) the date on which Partners’ credit rating is downgraded below an S&P rating of “A” (or an equivalent credit rating from an alternative credit rating agency, if applicable) or there is a termination or reduction in rent payments under the Mass General lease or (3) if a Charles River Plaza North Trigger Event shall have been cured pursuant to a Replacement Cash Trap Cure, upon the occurrence of a Replacement Cash Trap Condition. So long as no Event of Default exists, (1) a Charles River Plaza North Trigger Event resulting from a downgrade of Partners’ credit rating shall be deemed cured (a) if Partners achieves an upgrade in its credit rating to “A” or higher from S&P (or an equivalent credit rating from an alternative credit rating agency, as applicable) and maintains such upgrade for two consecutive calendar quarters after the occurrence of the Charles River Plaza North Trigger Event, or (b) if the Replacement Cash Trap Cure (defined below) occurs; (2) a Charles River Plaza North Trigger Event resulting from a termination or rent reduction under the Mass General lease shall be deemed cured if a Replacement Cash Trap Cure occurs, and (3) if a Replacement Cash Trap Cure occurs, and a Replacement Cash Trap Condition is then commenced, such Replacement Cash Trap Condition shall be deemed cured if a Replacement Cash Trap Cure occurs with respect thereto (each a “Cash Trap Cure”). A “Replacement Cash Trap Cure” would occur if (I) the borrower enters into one or more replacement lease(s) approved by the lender and the tenant(s) thereunder take occupancy, commence rental payments and all leasing commissions and tenant improvement allowances and other leasing costs and tenant inducements under such Leases are paid, and (II) the stabilized underwritten net cash flow of the Charles River Plaza North Property, determined by the lender in its sole discretion on the basis of the annualized rentals under such replacement Leases is sufficient to establish a debt service coverage ratio of 1.20:1.00, and (III) the lender receives, if the lender elects to require it, a rating confirmation with respect to the termination of the Charles River Plaza North Trigger Event and allowance of a Replacement Cash Trap Cure. A “Replacement Cash Trap Condition” means that if a Replacement Cash Trap Cure occurs and the lender later determines that the Charles River Plaza North Property is no longer achieving an underwritten DSCR at least equal to the 1.20:1.00, the lender may declare that a Charles River Plaza North Trigger Event again exists, and such event shall continue thereafter unless and until a Replacement Cash Trap Cure again occurs.

Initial Reserves. At closing, the borrower deposited (i) $631,094 into a TI/LC reserve account and (ii) $3,754,604 into a city land payment reserve account. The TI/LC reserve is designated for remaining tenant work allowance required to be paid to Mass General under its lease. The city land payment reserve is designated to cover the principal amount of unpaid land development payments to the Boston Redevelopment Authority and the borrower may request disbursements from such reserve to make such land development payments due to the Boston Redevelopment Authority. The city land payment reserve will be fully released in the event the Boston Redevelopment Authority releases the borrower from further obligation to make land development payments.

Monthly Reserves. The Charles River Plaza North Loan Combination is structured with springing reserves for tax, insurance, replacement and TI/LC during the existence of a “Trigger Event.” A Trigger Event exists upon the occurrence of and during the continuance of (i) an event of default under the loan documents and (ii) a material default by Mass General under its lease beyond applicable notice and cure periods.

Current Mezzanine or Subordinate Indebtedness. The Charles River Plaza North Property also secures a B-Note with an original principal balance of $20.0 million that is currently owned by CGM and will not be an asset of the CD 2007-CD5 Mortgage Trust.

Hyper-Amortization. The Charles River Plaza North Loan Combination has a remaining term of 116 months, based on an anticipated repayment date of July 6, 2017 (the “Anticipated Repayment Date”) and a scheduled maturity date of July 6, 2037 (“Scheduled Maturity Date”); provided, however, that the lender may at its option (the “ARD Option”) elect, by

written notice to borrower at least sixty (60) days prior to the Anticipated Repayment Date, that the Charles River Plaza North Loan Combination will mature on the Anticipated Repayment Date. If the lender does not exercise the ARD Option, then commencing on the Anticipated Repayment Date: (A) the initial interest rate will be increased to an interest rate per annum equal to the greater of (i) the initial interest rate plus two percent (2%), or (ii) a rate calculated under the Charles River Plaza North Loan documents based on the then-current ten-year U.S. treasury yield plus three percent (3%) (“Revised Interest Rate”), provided that the borrower shall continue making monthly payments of interest at the initial interest rate and, from and after the Anticipated Repayment Date, the ARD Spread Interest (defined below) shall accrue and be deferred, and, to the extent permitted by applicable law, shall earn interest at the applicable interest rate, compounding monthly on each payment date after such ARD Spread Interest (as defined below) first accrues (the aggregate amount of all such ARD Spread Interest and any interest accruing thereon is referred to as “Accrued Additional Interest”) and (B) borrower shall pay to lender in addition to the ordinary monthly interest payment, all remaining available cash (after payment of operating expenses and reserve deposits due under the Charles River Plaza North Loan Combination) on each payment date to be applied 1) first to reduce the principal balance of the Charles River Plaza North Loan, the Charles River Plaza North Pari Passu Companion Loan and the Charles River Plaza North Junior Companion Loan on a pari passu basis in accordance with their respective principal balances and 2) second to Accrued Additional Interest on each of the foregoing loans on a pari passu basis in accordance with their respective Accrued Additional Interest amounts. “ARD Spread Interest” means that portion of interest accruing on the Charles River Plaza North Loan Combination from and after the Anticipated Repayment Date equal to the excess of interest accruing on the Charles River Plaza North Loan Combination at the Revised Interest Rate over interest accruing on the Charles River Plaza North Loan Combination at the initial interest rate.

Purchase Option. Mass General has a purchase option with respect to the Charles River Plaza North Property which it may exercise if (i) a major casualty or condemnation occurs at the property and the landlord does not restore the property in accordance with the Mass General lease or (ii) a material portion of the Mass General leased premises is rendered untenantable as a result of the landlord’s negligence or misconduct or landlord’s failure to fulfill its obligations under the Mass General lease and the landlord does not cure the applicable conditions in accordance with the Mass General lease. Notwithstanding the foregoing, Mass General has no right to exercise its purchase option unless (i) Mass General assumes the Charles River Plaza North Loan Combination in accordance with the Charles River Plaza North Loan documents, (ii) if exercised without a loan assumption after the Charles River Plaza North Release Date and prior to April 6, 2017, the Charles River Plaza North Loan Combination is defeased in accordance with the Charles River Plaza North Loan documents or (iii) if exercised without a loan assumption prior to or on the Charles River Plaza North Release Date or on or after April 6, 2017, the Charles River Plaza North Loan Combination is paid in full in accordance with the prepayment provisions of the Charles River Plaza North Loan documents (including, if such prepayment occurs on or prior to the Charles River Plaza North Release Date, payment of prepayment consideration, calculated under the loan documents as the greater of (i) 2% of the loan amount and (ii) a treasury-based yield maintenance amount).

The Loan. The 85 Tenth Avenue Loan (the “85 Tenth Avenue Loan”) is a $76.0 million, 10-year interest-only, fixed rate loan secured by a first priority mortgage on the borrower’s fee simple interest in a 601,548 sq. ft. class A office building located on the corner of West 15th Street and 10th Avenue in Manhattan, New York (the “85 Tenth Avenue Property”). The 85 Tenth Avenue Loan proceeds were used towards the acquisition of the 85 Tenth Avenue Property from Somerset Partners, LLC on May 11, 2007 for $439.4 million including closing costs. The borrower has $24 million of hard cash equity in the 85 Tenth Avenue Property.

The 85 Tenth Avenue Loan is part of a $270.0 whole loan (the “85 Tenth Avenue Loan Combination”) which consists of the 85 Tenth Avenue Loan, $150.0 million of pari passu indebtedness that was included by GACC in the COMM 2007-C9 mortgage trust and an additional $44.0 million of pari passu indebtedness that is expected to be contributed to one or more future fixed rate securitizations. The respective rights of the holders of the 85 Tenth Avenue Loan Combination will be governed by co-lender agreements described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying prospectus supplement.

The Borrower. The borrower, 85 Tenth Avenue Associates, L.L.C., is a Delaware limited liability company, single-purpose, bankruptcy-remote entity with an independent director. The borrower is sponsored by The Related Companies, L.P. and The Related Group of Florida (collectively, the “Sponsor”). The Sponsor is owned by Stephen M. Ross, Jeff T. Blau and Jorge M. Pérez.

Founded in 1972, The Related Companies, L.P. has affiliated companies and developments in Miami, Los Angeles and Chicago with a team of more than 2,000 professionals. Currently, the Related Companies, L.P. owns and/or manages real estate assets worth over $15 billion with another $9 billion currently in development. Since 1986, The Related Companies, L.P. has developed 33 properties in Manhattan, including over 6,200 apartment units and 3 million sq. ft. of commercial space. In 2004, the Related Companies, L.P. completed the development of the Time Warner Center in New York City. The Related Companies, L.P. is a repeat sponsor of a Deutsche Bank borrower.

The Related Group of Florida, Inc., founded in 1979 by Chairman and CEO Jorge M. Pérez, has built and managed more than 55,000 condominium and apartment residences in major markets throughout Florida. The Related Group of Florida, Inc. has a current development portfolio that includes projects valued in excess of $10 billion.

The Property. The 85 Tenth Avenue Property is an 11-story class “A” office/retail building situated on a 1.05-acre land parcel located in the Chelsea district of Manhattan, New York. The 85 Tenth Avenue Property contains 601,548 sq. ft. of net rentable area (“NRA”) that is allocated between office and retail space as follows: (i) 560,000 sq. ft. of office space (93.1% NRA); (ii) 24,378 sq. ft. of retail space (4.1% NRA); and (iii) 10,976 sq. ft. of storage space (1.8% NRA). The 85 Tenth Avenue Property offers 56,000 sq. ft. floor plates, as well as 14 foot ceilings and oversized windows. The 85 Tenth Avenue Property offers views of the Hudson River, including views of the harbor and New Jersey’s Hudson Waterfront, as well as the Statue of Liberty.

The 85 Tenth Avenue Property is currently 99.0% occupied primarily by six office tenants and two retail tenants. The weighted average rental rate is $39.83 per sq. ft., which, according to the appraiser, is approximately 29.0% below the weighted average market rental rate of $57.89 per sq. ft. for these tenants. Investment grade tenants occupy approximately 56% of the NRA.

GSA (224,000 sq. ft., 37.2% of NRA, $43.49 per sq. ft., rated Aaa/AAA/AAA by M/S/F). The tenant is subject to four 10-year gross leases expiring between 11/1/2013 and 06/05/2015 at a weighted average base rental rate of $43.49 per sq. ft. These leases do not provide for renewal options or any termination options, including options related to appropriations of Congress. The GSA space is occupied by the FBI-New York Police Department Joint Terrorism Task Force as a backup headquarters for the main task force facility. The GSA has invested approximately $3.7 million into its space since taking occupancy at the 85 Tenth Avenue Property.

Level 3 Communications Inc. (NASDAQ: LVLT) (112,000 sq. ft., 18.6% of NRA, $34.00 per sq. ft., rated Caa2/B–/CCC– by M/S/F). The tenant is subject to two 15-year gross leases expiring on 12/31/2017 at a rental rate of $34.00 per sq. ft. The leases are structured with contractual rent increases of $4.00 per sq. ft. on 12/31/2009 and 12/31/2013 and one 5-year renewal option at the greater of (i) fair market rent or (ii) fixed rent payable as of the expiration date. Level 3 provides telephone, internet protocol (VoIP) and telecommunication services in Europe and North America. Since taking occupancy on 12/31/2002, Level 3 has invested approximately $150 million into its space to meet the exacting technological requirements of its mission critical data and telecom facility.

State of New York, Division of State Police (57,858 sq. ft., 9.6% of NRA, $38.10 per sq. ft., rated Aa3/AA– by M/F). The tenant is subject to a 10-year gross lease expiring on 3/31/2014 at a rental rate of $38.10 per sq. ft. The lease does not provide for renewal options. The tenant has the right to terminate this lease only if the State of New York terminates its lease at nearby Chelsea Market (40,592 sq. ft.) as a result of a decrease in federal drug enforcement funding.

Lehman Brothers (NYSE: LEH) (57,168 sq. ft., 9.5% of NRA, $50.45 per sq. ft., rated A1/A+/A+ by M/S/F). Lehman Brothers utilizes its space as a data center that is an integral part of its data infrastructure. The tenant is subject to a 10-year gross leases expiring on 2/28/2017 at a weighted average rental rate of $50.45 per sq. ft. The lease is structured with contractual rent increases occurring on 3/1/2013 of $5.00 per sq. ft. for 56,000 sq. ft. and $2.50 per sq. ft. for 1,168 sq. ft. The lease provides for two, 5-year renewal options at fair market rent.

Moet Hennessy (56,000 sq. ft., 9.3% of NRA, $31.62 per sq. ft., parent company LVMH Moet Hennessy Louis Vuitton rated A–/BBB by S/F). Moet Hennessy is one of the leading importers of luxury wines and spirits in the United States, and is headquartered at the 85 Tenth Avenue Property. The tenant is subject to a 20-year gross lease expiring on 3/31/2021 at a rental rate of $31.62 per sq. ft. The lease is structured with yearly contractual rent increases resulting in a rental rate of $47.74 per sq. ft. at the initial lease termination date. The lease provides for one, 5-year renewal option at fair market rent.

National College Sports Network (CBS) (56,000 sq. ft., 9.3% of NRA, $31.62 per sq. ft., parent company CBS Corporation is rated Baa3/BBB/BBB by M/S/F) is headquartered at the 85 Tenth Avenue Property and is comprised of two primary business units; College Sports TV, an independent cable network and CSTV.com, an online destination for sports news and scores. The tenant is subject to a 10-year gross lease expiring on 8/31/2015 at a rental rate of $31.62 per sq. ft. The lease is structured with yearly contractual rent increases resulting in a rental rate of $41.38 per sq. ft. at the initial lease termination date. The lease provides for one, 5-year renewal option at the greater of (i) fixed rent with a 2% increase for each year of the renewal term and (ii) 95% of the fair market rent with a 2% increase for each year of the renewal term.

Del Posto (21,240 sq. ft., 3.5% of NRA, $45.78 per sq. ft.). The tenant is subject to two 25-year gross leases expiring on 1/31/2030 at a weighted average rental rate of $45.78 per sq. ft., excluding 11,302 sq. ft. of basement space which is leased rent free. The lease is structured with contractual rent increases of $4.69 per sq. ft. every five years. Del Posto’s owner, an award winning chef, Mario Batali has invested over $8,000,000 ($403 per sq. ft.) in the build out of the space. In addition to the restaurant, the space also acts as a catering facility, which can host private functions for up to 250 people on the lower level. As of June 10, 2007, the tenant signed an additional lease for expansion space on the ground floor level and basement expiring on 1/31/2030. The expansion lease is structured at a minimum fixed rent of $250,000 per annum ending on April 30, 2008 with contractual rent increases of 3.0% thereafter. The expansion lease provides for percentage rent in the amount of 7.0% of the excess gross sales as further described in the lease. The landlord is required to contribute to the tenant’s construction allowance amounts up to $350,000 for direct hard costs and $25,000 for soft costs.

Craftsteak New York (11,088 sq. ft., 1.8% of NRA, $63.00 per sq. ft.). The tenant is subject to a 15-year modified gross lease expiring on 2/9/2021 at a weighted average rental rate of $63.00 per sq. ft. which excludes 3,138 sq. ft. of basement space which is leased at $2.22 per sq. ft. The lease is structured with contractual rent increases of 8.7% every three

years. The owner of the restaurant, Tom Colicchio, was selected for his management of the Mondrian restaurant by Food & Wine Magazine as one of the top ten “Best New Chefs” in the United States.

The Market. The 85 Tenth Avenue Property is situated in the West Chelsea/Meatpacking District, which continues to experience significant enhancement and development. The neighborhood includes the Chelsea Market, the Gansevoort Hotel, the Soho House Hotel, the Maritime Hotel, Chelsea Piers, the new Frank Gehry designed IAC/InterActiveCorp office building, high-end retail boutiques and art galleries, and several well known restaurants and bars. Additionally, the High Line, a 75-year-old elevated railway that hovers over the Meatpacking District, is being redeveloped into a 1.45-mile long elevated public park which is expected to open in 2008. A portion of the High Line will connect directly into the 85 Tenth Avenue Property. Additional development in the area that is currently underway includes the Standard Hotel being developed by André Balazs, which will straddle the High Line and the Caledonia, a high-end condo development being completed by The Related Companies, L.P., which is sold out.

The 85 Tenth Avenue Property occupies the entire block bounded by 10th Avenue, 11th Avenue, West 15th and West 16th Streets in the Chelsea submarket of the Midtown South office market in Manhattan. The Midtown South office market has an office inventory of approximately 64.0 million sq. ft. segmented into five major submarkets: SoHo, Greenwich Village/NoHo, Madison/Union Square, Hudson Square/West Village, and Chelsea. The Chelsea office submarket is defined by the area north of 14th Street, south of West 34th Street and west of Avenue of the Americas (to the Hudson River). The Chelsea office submarket is the second largest of the Midtown South submarkets with approximately 14.2 million sq. ft. of inventory, as reported by Cushman & Wakefield. As of 2006, the Chelsea submarket exhibited a vacancy rate of 2.7%, which is below the overall Midtown South vacancy rate of 5.6%. The Midtown South office market contains 2.8 million sq. ft. of Class “A” office space with a vacancy rate of 3.9% as of the first quarter of 2007. This represents an improvement from the 2006 vacancy rate of 5.2%.

The 85 Tenth Avenue Property competes with the greater Midtown South office market rather than the Chelsea office market due to its large floor plates, infrastructure, amenity base, and lack of Class A office inventory in the Chelsea office submarket. Class “A” office space in the Midtown South office market commanded an average gross rent of $56.53 per sq. ft. in 2006, up 14.5% from 2005, as reported by REIS. The first quarter 2007 showed a continued trend in increasing rents evidenced by an average gross rent of $59.70 per sq. ft., a 5.6% increase over 2006. Furthermore, REIS reports that gross rents in the overall Manhattan office market will increase from $51.45 per sq. ft. in 2006 to $72.78 per sq. ft. in 2011. The appraiser reports market gross rental rates per sq. ft. for the 85 Tenth Avenue Property of $45.00, $50.00, and $65.00 for floors 2-3, 4-7, and 8-11, respectively. The appraiser assigned a weighted average market rent for the 85 Tenth Avenue Property of $56.62 per sq. ft. The appraiser determined that the market rental rate for the retail space at the 85 Tenth Avenue Property is $150.00 per sq. ft., which is 65.6% above the in-place retail rent at the 85 Tenth Avenue Property of $51.67 per sq. ft.

Within the Chelsea submarket, Cushman & Wakefield identified five buildings to be directly competitive with the 85 Tenth Avenue Property in terms of building classification, asking rents, rentable office area and current occupancy. The chart below summarizes the relevant statistics for the five competitive buildings:

The appraiser, Cushman & Wakefield, determined that the competitive set exhibits a rental rate range from $44.00 to $65.00 per sq. ft. and an average occupancy of 95.26%. By comparison, the 85 Tenth Avenue Property is 99.0% occupied and has a weighted average rental rate of $40.06 per sq. ft., 32.3% below the market rate of $57.89 per sq. ft., as determined by the appraiser.

Property Management. The 85 Tenth Avenue Property is managed by Related Management Company, L.P., an affiliate of the borrower.

Cash Management. The 85 Tenth Avenue Loan is structured with a hard lockbox and in-place cash management. The tenants of the 85 Tenth Avenue Property have been instructed to send rent payments directly to a lender controlled account and each month, amounts in this account will be applied in the following order of priority:

Initial Reserves. At 85 Tenth Avenue Loan closing, the borrower deposited (i) $1,529,430 into a tax reserve, (ii) $173,080 into an insurance reserve account, (iii) $500,000 into the TI and Leasing Reserve and (iv) $6,500,000 in the Cash Flow Deficit reserve. The Cash Flow Deficit Reserve may be used to cover debt service shortfalls on the 85 Tenth Avenue Loan and the $75 million senior mezzanine loan (described below under “Current Mezzanine or Subordinate Indebtedness”).

Monthly Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $254,905 into a monthly tax reserve account, (ii) $28,847 into a monthly insurance reserve account and (iii) commencing July 1, 2012, and ending at the 85 Tenth Avenue Loan maturity, 1/12 the product of $0.25 and the square footage of the 85 Tenth Avenue Property into the Monthly CapEx Reserve account. The Sponsor provided a $754,480 guaranty in lieu of Monthly CapEx Reserve amounts prior to July 1, 2012 (the “CapEx Guaranty”).

Master Leases. The Sponsor has executed two master leases, each with an annual rent of $150,000 to cover rental income related to signage contracts. The master leases are structured with annual contractual rent increases of 3.0% per annum and expire on May 31, 2017. The Sponsor has the right to terminate the master leases only if the building is damaged by fire or other casualty and the estimated time to substantially complete the repair of such damage exceeds nine months from the date of the estimate.

Guaranty. The Sponsor provided a $10.0 million joint and several guaranty for tenant improvements and leasing commissions (“the TI/LC Guaranty”). The guaranty will be reduced (a) on a dollar-for-dollar basis by the amount collected from excess cash flow and deposited into the TI and Leasing Reserve that exceeds $1.5 million, and (b) by 75% of every dollar expended by borrower on TI/LC at the 85 Tenth Avenue Property. In addition to the TI/LC Guaranty, the Sponsor has also provided a $754,480 CapEx Guaranty as described under “Monthly Reserves” above.

Current Mezzanine or Subordinate Indebtedness. Contemporaneously with the closing of the 85 Tenth Avenue Loan, GACC (and its affiliates) and Vornado Realty Trust provided $145.0 million of mezzanine financing secured by 100% of

the Sponsor’s equity interest in the borrower. The mezzanine financing is split into three portions as follows: (i) a $75.0 million senior mezzanine loan is currently held by Landesbank Baden-Wuerttemberg; (ii) a $35.0 million junior 1 mezzanine loan provided by affiliates of GACC and Vornado Realty Trust; and (iii) a $35.0 million junior 2 mezzanine loan provided by Vornado Realty Trust. The mezzanine loans are governed by an intercreditor agreement that provides, among other things, (i) that the mezzanine loans are subject and subordinate to, and co-terminous with, the 85 Tenth Avenue Loan Combination, (ii) the mezzanine borrowers have an ability to cure defaults under the 85 Tenth Avenue Loan Combination and (iii) the mezzanine borrowers have the right to purchase the 85 Tenth Avenue Loan Combination at par together with all accrued interest and other amounts due thereon after (a) acceleration, (b) the commencement of any enforcement action or (c) if the mortgage loan becomes a “specially serviced mortgage loan” as a result of a monetary event of default that the special servicer determines may result in an impairment of the 85 Tenth Avenue Loan Combination. The mezzanine loans are not assets of the trust fund. The interest due on the junior 1 mezzanine loan and the junior 2 mezzanine loan may be deferred until maturity. Interest on the senior mezzanine loan may not be deferred.

The Loan. The 130 Prince Street Loan (the “130 Prince Street Loan”) is a $70,000,000, 5-year loan secured by a first mortgage on the borrower’s fee simple interest in a 77,378 sq. ft. retail/office property located in New York, New York (the “130 Prince Street Property”). The 130 Prince Street Loan has a 5-year term, accrues interest at a fixed rate equal to 6.2553%, and requires interest only payments throughout the 5-year loan term. The loan proceeds were used by the borrower to acquire 130 Prince Street Property for a total purchase price including closing costs of approximately $114.5 million. The borrower currently maintains approximately $44.5 million or 38.9% of cash equity in the 130 Prince Street Property.

The Borrower. The borrower, 130 Prince Associates, LLC, is a Delaware limited liability company, a single purpose entity, with an independent director, that owns no material assets other than the 130 Prince Street Property. A non-consolidation opinion was delivered at origination. The sponsors of the 130 Prince Street Loan are JP Morgan Investment Management Inc. and Philip Waterman III.

The borrower is owned 95% by Excelsior II LLC and 5% by Waterman Interests, LLC. Excelsior II is a fund managed by JP Morgan Investment Management Inc. JP Morgan Investment Management Inc. is a leading global investment manager delivering financial expertise and solutions to corporations, governments, municipalities, endowments, foundations and individuals worldwide. The Fund was recently formed in 2005 with a $450 million equity commitment from three pension funds - NY Common Retirement Fund, New York State Teachers Retirement System, and the State of Wisconsin Retirement Board. The focus of the fund is on value-added real estate in the New York City Metropolitan Area.

Waterman Interest LLC is 100% owned by Philip Waterman III. The company was formed by two individuals, Philip Waterman III and Eric Herland, who were employed by Reckson Associates Realty Corporation. Mr. Waterman managed the New York City division of Reckson Associates. Mr. Waterman has more than 20 years of real estate experience.

The Property. The 130 Prince Street Property consists of a five-story, Class “B” mixed use retail/office building containing 77,378 total rentable sq. ft. situated on a 0.29-acre site. The 130 Prince Street Property was originally constructed in 1925 and fully renovated in 1989. The Property is currently undergoing an expansion of the office space to accommodate the renewal of the Estee Lauder lease, which is scheduled for completion in November 2008. The 130 Prince Street Property is situated in the prestigious South of Houston (“SoHo”) neighborhood of Manhattan, New York within the New York Core Based Statistical Area. The 130 Prince Street Property includes both office and retail space. The office component of the subject property contains approximately 64,878 sq. ft. throughout floors two through five. The retail component contains approximately 12,500 sq. ft. throughout the ground floor. As of June 13, 2007, the 130 Prince Street Property was 100% leased by six retail tenants and two office tenants. Estee Lauder has executed a renewal and expansion lease for the entire office space at the 130 Prince Street Property which is scheduled to commence in November 2008.

Estee Lauder (64,878 sq. ft., 83.8% of NRA, $59.03 per sq. ft., rated A2/A/NR) The tenant is subject to a 10-year modified gross lease expiring on October 31, 2018 at a base rent of $59.03 per sq. ft. with contractual rent steps. The lease provides for one, five-year renewal option. The lease does not provide for an early termination option and a go dark provision. The lease is guaranteed by The Estee Lauder Companies Inc. (NYSE: EL), which is rated by Moody’s A2 and A by S&P. Estee Lauder sells cosmetics, fragrances, and skin care products in approximately 130 countries worldwide through department stores, company stores and specialty retailers. Estee Lauder currently captures approximately half of all U.S. prestige cosmetic sales. For the trailing-12 month period ending March 31, 2007, Estee Lauder reported $409 million net income on $6.9 billion in sales.

Swiss Army Retail, Inc. (3,525 sq. ft., 4.6% of NRA, $292.93 per sq. ft.) The tenant is subject to a 10-year modified gross lease expiring on June 30, 2011 at a base rent of $292.93 per sq. ft. with contractual rent steps. The lease provides for one, five-year renewal option. The lease does not provide for an early termination option and a go dark provision. Victorinox Swiss Army, Inc. is the only marketer of the world-famous Swiss Army knife in the United States, Canada and the

Caribbean. The store at 130 Prince Street is a flagship store operated by the parent company, selling clothing, luggage, and watches in addition to a large assortment of pocket knives.

Stuart Moore, Ltd. (2,049 sq. ft., 2.6% of NRA, $192.89 per sq. ft.) The tenant is subject to a 12-year modified gross lease expiring on July 31, 2009 at a base rent of $192.89 per sq. ft. with contractual rent steps. The lease does not provide for renewal options nor does the lease provide for an early termination option and a go dark provision. Stuart Moore, Ltd engages in the design, manufacture, and retail of fine jewelry. In addition to the subject, Stuart Moore has two additional galleries; in Newport Beach and San Francisco.

The Market. The 130 Prince Street Property is located on the southwest corner of Prince and Wooster Streets, New York City, New York County, New York. It is located in the SoHo neighborhood of downtown Manhattan. The SoHo neighborhood has evolved from an area known for its artistic population to a top retail location showcasing some of the world’s most famous retailers. Moreover, many architectural firms, advertising agencies, publishers, fashion related and small office firms have also chosen SoHo as an affordable alternative to the higher priced primary office space in Midtown and downtown.

According to Cushman and Wakefield, the Midtown South office market contained a total inventory of 64.3 million sq. ft. as of the 2^nd quarter 2007. The vacancy rate at the end of the quarter was 3.5%. The average asking rent was $42.31 per sq. ft. modified gross. The 130 Prince Property is part of the SoHo office submarket. The SoHo office submarket contained a total inventory of 3.8 million sq. ft. as of the 2^nd quarter 2007. The vacancy rate at the end of the quarter was 1.2%. The average asking rent was $52.68 per sq. ft. modified gross.

The appraiser identified six modified gross office leases that ranged between $44.00 per sq. ft. to $56.34 per sq. ft., with an average of $51.14 per sq. ft. The concluded office rent of $60 per sq. ft. reflects the limited available office space in the subject’s neighborhood, recent leasing activity at the subject property, and the overall condition of the subject property.

The 130 Prince Street Property is part of the SoHo retail submarket. According to Cushman and Wakefield, the SoHo retail submarket contained a total inventory of 553 units as of the 3^rd quarter 2007. The average retail unit size was 3,407 sq. ft. The vacancy rate at the end of the quarter was 9.0%. The average asking rent was $271 per sq. ft. modified gross.

The appraiser identified six modified gross retail leases that ranged between $285.00 per sq. ft. to $450.00 per sq. ft., with an average of $337.00 per sq. ft. The concluded retail rent of $350 per sq. ft. was based on recent leasing activity and the quality of the location.

Property Management. The 130 Prince Street Property is managed by Waterman Properties LLC, an affiliate of the borrower.

Lockbox / Cash Management. The 130 Prince Street Loan is structured with a hard lockbox and in-place cash management. The tenants of the 130 Prince Street Property have been instructed to send rent payments directly to a lender controlled account each month.

Reserves. Following an event of default, Lender may require borrower to establish a tax and insurance reserve to be funded monthly.

The Loan. The Georgian Towers loan (the “Georgian Towers Loan”) is a $58.0 million, 5-year interest only fixed rate loan secured by a first priority Indemnity Deed of Trust (“IDOT”) in the property owners’ (as defined below) overlapping fee and leasehold interest in an 890-unit apartment complex located in Silver Spring, Maryland (the “Georgian Towers Property”). The Georgian Towers Loan proceeds were used to refinance the existing debt encumbering the Georgian Towers Property, fund closing costs, provide for up-front escrows and recapitalize the sponsor.

The Georgian Towers Loan is part of a $185.0 million whole loan (the “Georgian Towers Loan Combination”), which consists of the Georgian Towers Loan, $67.0 million of senior pari passu indebtedness (the “Georgian Towers Senior Pari Passu Loan”) and a $60.0 million B Note (the “Georgian Towers Subordinate B Note”). The Georgian Towers Senior Pari Passu Loan and the Georgian Towers Subordinate B Note are not included in the trust. The Georgian Towers Senior Pari Passu Loan was included in the COMM 2007-C9 mortgage trust. The respective rights of the note holders of the Georgian Towers Loan Combination are governed by a co-lender agreement described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying prospectus supplement. The Georgian Towers Loan Combination is senior to a $30.0 million mezzanine loan.

The Borrower. The borrowers under the Georgian Towers Loan Combination are Stellar GT Borrower LLC, VFF TIC Borrower LLC and Stellar GT Lessee Borrower LLC, each a special purpose, bankruptcy-remote entity with two independent directors (collectively, the “Borrowers”). Under the IDOT structure, the fee interest in the Georgian Towers Property is held by Stellar GT Borrower LLC and VFF TIC Borrower LLC (the “Fee Owners”) and the leasehold interest is held by Stellar GT Lessee Borrower LLC (the “Leasehold Owner” and together with the Fee Owners, the “Property Owners”). The Borrowers are responsible for the monetary obligations under the Georgian Towers Loan Combination and the Property Owners are loan guarantors of the Borrowers’ monetary obligations under the Georgian Towers Loan Combination.

Stellar Management is the Georgian Towers Loan sponsor. The non-recourse carveout guaranty is provided by Laurence Gluck, the principal of Stellar Management. The guaranty is capped at $10.0 million.

Stellar Management (“Stellar” or “the Company”) is an owner-operator of more than 16,000 apartment units and approximately 3 million square feet of office space in the metropolitan New York City, Washington DC, San Francisco and South Florida markets. Founded in 1986, Stellar is one of the most successful value-added owners in the country. The Company purchased over $3.0 billion of residential and commercial real estate over the 2002-2006 period. Stellar’s principals have considerable experience in the identification of under-performing/under-marketed real estate assets. Stellar has repositioned multifamily properties including Independence Plaza (1,333 units located in the Tribeca area of Manhattan), the Villas Parkmerced (3,221 units located in San Francisco, California), and Riverton Apartments (1,221 units located in the Historic Harlem area of Manhattan). Stellar is a repeat sponsor of a Deutsche Bank borrower.

The Property. The Georgian Towers Property is a 749,714 sq. ft. high-rise apartment complex that offers 890 apartment units and 28,730 sq. ft of commercial space. The Georgian Towers Property is comprised of two connected 14-story buildings situated on a 3.25-acre land parcel in Silver Spring, Montgomery County, Maryland. The commercial space is situated at the base of the Georgian Towers Property and features a mix of local tenants such as a deli, a Chinese restaurant, a wine store, an insurance agent and a drop-off site for a drycleaner. The Georgian Towers Property also features an underground parking garage offering 596 parking spaces. As of September 18, 2007, the Georgian Towers Property had a multifamily occupancy of 89.6% and a commercial occupancy of 76.5%. The Georgian Towers Property was developed in 1968 with a major renovation/repositioning plan expected to commence by December 2007 (see “Planned Improvements” below). Upon completion of the below-described renovations, the Georgian Towers Property will offer amenities such as 24-hour concierge service, a 3,000 sq. ft. fitness center, a fully equipped business center and will be the only multifamily property in the Washington DC metro area to offer a rooftop sun-deck with a swimming pool. The Georgian Towers Property unit mix is shown in the table below.

Planned Improvements. Since acquiring the Georgian Towers Property in April 2004 for a purchase price of $90.0 million, the Property Owners have invested approximately $11.25 million ($12,640 per unit) in capital expenditures and as a result improved the quality of the Georgian Towers Property from a Class “C” to a Class “B” asset and increased rents by approximately 34.7%. The Property Owners have budgeted approximately $35.1 million ($39,438 per unit) to fund a renovation plan that is designed to further reposition the Georgian Towers Property into a Class “A” asset. The repositioning is anticipated to increase rent per sq. ft. from current in-place rents by approximately 33.8% on a weighted average basis, as can be seen in the table above. The budgeted cost for the unit renovations is approximately $14.3 million ($16,000 per unit). Unit renovations will include new kitchens with tile floors, granite counter tops, the installation of individual washer/dryers and renovated bathrooms. The budgeted cost for the physical plant enhancements is approximately $20.7 million ($23,258 per unit) and includes the replacement of all windows and balcony doors, improved signage, and the renovation of all of the corridors and common areas. The budgeted cost for these enhancements include a $2.0 million renovation of the roof top with a landscaped sundeck with a swimming pool, as well as a 3,000 sq. ft. fitness center, a fully-equipped business center with high-speed internet access and a large community room.

It is anticipated that the Property Owners will complete the renovation plan within three years of the Georgian Towers Loan closing date. Since there are no rent stabilized or government regulated units at the Georgian Towers Property, the Property Owners should be able to renovate units as they become vacant without restriction. Unit renovations are expected to commence by December 2007. It is anticipated that the renovation rate will be 20 units per month for the first three months and 40 units per month thereafter. This plan would result in the completion of 420 units (47.2%) by November 2008 and the remaining 470 units by November 2009.

Market. The Georgian Towers Property is located in the affluent Silver Spring, MD Central Business District, just two blocks from the Silver Spring Metro-rail Station, the second busiest metro station in the Washington DC MSA. The Georgian Towers Property is less than a 10-minute drive from Washington DC, less than 8 miles from the White House and only 12 miles from Reagan Washington National Airport. The nearby Silver Spring Metro-rail station also serves as a major connector for the Metro-rail system. Buses pick up and drop off passengers at the subway station. The Georgian Towers Property’s proximity to major highways and the train station provides residents with easy access to various employment, shopping, entertainment and recreational opportunities throughout the Silver Spring and Metropolitan Washington DC areas.

In 1998, Silver Spring, Maryland initiated the Downtown Silver Spring Redevelopment Project. The three phase redevelopment project includes $400 million in public and private funding. The first two phases have already been completed. Phase I included the construction of a 70,000 sq. ft. neighborhood shopping center (anchored by a 35,000 sq. ft. Whole Foods grocery store). Phase II included the construction of a retail/entertainment complex that

is anchored by a 20-screen, stadium style movie theater complex with over 5,000 seats. Phase II of the redevelopment project is located in Silver Circle, an entertainment area that includes retail stores and restaurants such as Borders Books and Music, Macaroni Grill, Panera Bread, Austin Grill and Pier 1 Imports. Phase III of the redevelopment plan is anticipated to include a mixed use complex featuring 250,000 sq. ft. of office space, 160 apartment units and 150 hotel rooms. The continued redevelopment of downtown Silver Spring is expected to bring additional new jobs to the area and provide residents with added community amenities. Other development in the area includes Discovery Communications’ recently-built world headquarters facility just two blocks from the Georgian Towers Property. Furthermore, the Food and Drug Administration (“FDA”) is consolidating its headquarters into a Class “A” office complex located four miles from the Georgian Towers Property. This facility is expected to bring over 7,700 jobs to the area by 2012.

In 2006, the population within a one, three and five-mile radius of the Georgian Towers Property was 28,552, 199,900, and 536,399, respectively. During the same period, the median income within a one, three and five-mile radii of the Georgian Towers Property was $59,981, $63,685 and $65,191, respectively.

The Georgian Towers Property is located in the Suburban Maryland multifamily market. According to REIS, as of the 1st quarter 2007, the Suburban Maryland multifamily market contained a Class “A” inventory of 50,250 apartment units with an average vacancy rate of 4.7%. The Georgian Towers Property is further located in the Silver Spring multifamily submarket. According to REIS, as of the 1st quarter 2007, the Silver Spring multifamily submarket contained a Class “A” inventory of 2,221 units with an average vacancy rate of 3.6%. Within the subject’s submarket only 52 units were added to inventory since 2002. Over the next five years REIS projects that 1,177 units will be added to the subject’s submarket while 1,179 will be absorbed. According to REIS projections, the Silver Spring multifamily submarket will exhibit a 2.9% vacancy rate in 2011.

The appraiser identified five comparable multifamily properties that were constructed between 1967 and 1968 and range in size from 267 to 432 units. Occupancy at the comparables ranged from 95% to 100%, with an average occupancy of 98.5%. Asking rents at the comparable properties ranged from $910 to $2,000 per month.

Property Management. The Georgian Towers Property is managed by Riverstone Residential NE, LLC (“Riverstone Residential”). Riverstone Residential, created out of a management buyout of Trammell Crow Residential Services (“TCRS”) by two senior officers, Terry Danner and Christy Freeland, is the largest independently owned property management firm in the United States with properties under management in 19 states. Riverstone Residential has experience in the multi-family sector with more than 180 apartment communities under management. Riverstone Residential is the manager of the large scale, on-going renovation at The Enclave, a 1,119-unit high-rise apartment community located in Silver Spring, MD. The Enclave is also a property controlled by The Georgian Towers Loan sponsor.

Lockbox / Cash Management. The Georgian Towers Loan is structured with a hard lockbox and in-place cash management. The borrower has instructed the property manager to deposit all rental payments received by the property manager into a lender-controlled cash management account within one business day of receipt. Provided no event of

default exists under the Georgian Towers Loan documents, excess cash flow, after funding of current debt service and reserve deposits, shall be disbursed to or at the direction of the Borrowers. Should an event of default exist, excess cash flow, after funding of operating expenses, will be held by the lender as additional collateral for the Georgian Towers Loan Combination until such time that the default is cured.

Reserves. The Georgian Towers Loan Combination is structured with the following upfront reserves: (i) a $34,265,000 Base Building Improvement Reserve to fund renovations; and (ii) a $14,650,000 Debt Service Reserve to fund debt service shortfalls during the Georgian Towers Loan Combination term. In addition, the Georgian Towers Loan Combination is structured with ongoing monthly tax and insurance reserves (1/12th of the annual amounts).

Current Mezzanine or Subordinate Indebtedness. The Georgian Towers Loan Combination includes the Georgian Towers Subordinate B Note (with a principal balance of $60.0 million) that is subordinate to the $125.0 million Georgian Towers Senior Loan. Contemporaneously with the closing of the Georgian Towers Loan, GACC made a mezzanine loan in the amount of $30.0 million which is secured by 100% of the sponsor’s equity interest in the borrower. The mezzanine loan is governed by an intercreditor agreement that provides (i) that the mezzanine loan is subject and subordinate to, and co-terminous with, the Georgian Towers Loan Combination, (ii) the mezzanine borrower has an ability to cure defaults under the Georgian Towers Loan Combination and (iii) the mezzanine borrower has the right to purchase the Georgian Towers Loan Combination at par together with all accrued interest after (a) acceleration, (b) the commencement of any enforcement action or (c) the Georgian Towers Loan Combination becomes a “specially serviced mortgage loan” as a result of a monetary event of default that the special servicer determines may result in an impairment of the Georgian Towers Loan Combination. The mezzanine loan is not an asset of the trust.

The Loan. The 1150 18th Street, NW loan (the “1150 18th Street, NW Loan”) is a 10-year fixed rate loan secured by a first priority mortgage on the borrower’s leasehold interest in a 10-story, Class “A” office building located in Downtown Washington, DC (the “1150 18th Street, NW Property”). The 1150 18th Street, NW Loan is interest-only for the initial 60-month period and amortizes on a 30-year amortization schedule thereafter. The proceeds from the 1150 18th Street, NW Loan were used by the borrower to purchase the fee-simple interest in the 1150 18th Street, NW Property for $88.0 million. Simultaneously with the closing of the acquisition, the borrower sold the underlying land to Allegiance Capital Partners for $30.45 million and executed a 99-year ground lease for the 1150 18th Street, NW Property resulting in a net acquisition cost of $57.55 million. The borrower currently maintains approximately $16.67 million or 29.0% of cash equity in the 1150 18th Street, NW Property.

The Borrower. The borrower, 1150 18th Street, NW Owner LLC, is a single purpose, bankruptcy-remote entity with an independent director. The borrower is 100% owned by PJSC-Joss Real Estate Fund I, with JOSS Real Estate Fund I Member LLC as the managing member. Lawrence Botel and Steven H. Klein, each holding a 50% membership interest in JOSS Real Estate Fund I Member LLC, are the 1150 18th Street, NW Loan sponsors.

JOSS Realty Partners LLC, the indirect parent of the borrower, is a New York based private real estate and investment management firm that targets investment opportunities in major U.S. metropolitan markets including New York, Washington DC, Philadelphia and Southeast Florida. JOSS Realty Partners LLC has acquired or is in contract on properties representing over 1.9 million sq. ft.

Lawrence Botel is a commercial real estate investor with nearly 20 years of experience. Mr. Botel was a Partner/Chief Operating Officer of Broadway Real Estate Partners, a full service real estate investment company with a portfolio of over 3.6 million sq. ft. of commercial office space valued at over $850 million. Steven H. Klein has over 25 years of real estate experience. Mr. Klein has served as Director of Acquisitions for SL Green Realty Corp., President of Kleinco LLC, and Chief Investment Officer and Partner of Broadway Real Estate Partners. Mr. Botel and Mr. Klein are repeat sponsors of a Deutsche Bank borrower.

Peter J. Solomon Company (“PJSC”), the indirect parent of the borrower’s managing member, is a New York based investment banking firm whose financial advisory clients have included firms like Barnes & Noble, Allied Domecq, and The Tokyo Electric Power Company. PJSC, which was founded in 1989, has completed more than 350 strategic and financial advisory transactions.

The Property. The 1150 18th Street, NW Property is a 10-story 166,518 sq. ft. Class “A” office building situated on a 0.46-acre land parcel located in Downtown Washington, DC The 1150 18th Street, NW Property was built in 1990, renovated in 2004 and offers 144,787 sq. ft of office space (86.9% of net rentable area (“NRA”)), 11,157 sq. ft. of lobby space (6.7% of NRA), 10,574 sq. ft of ground floor retail space (6.4% of NRA) and a two-level subterranean parking garage featuring 104 spaces. The office, lobby and retail space at the 1150 18th Street, NW Property account for 88.2%, 5.7% and 6.1% of the gross potential rent, respectively. As of July 31, 2007, the 1150 18th Street, NW Property was 98.88% leased to 23 tenants including 17 office tenants, 3 retail tenants and 3 lobby tenants. The 1150 18th Street, NW Property is located five blocks north of The White House, three blocks south of Dupont Circle, and one block north of the Farragut North metro station.

Reed Elsevier, Inc. (NYSE:ENL) (37,184 sq. ft., 22.3% of NRA, $41.62 per sq. ft., rated A-/A- by S/M) is a London-based publisher and information provider that was founded in 1894 and operates primarily in North America and Europe. Reed Elsevier’s business divisions include Elsevier, LexisNexis, Reed Business, and Harcourt Education, which is expected to be spun off in 2008. As of October 2, 2007, Reed Elsevier had a market capitalization of $14.68 billion. Reed Elsevier has been in occupancy at the 1150 18th Street, NW Property since 1992 and most recently expanded its space

by 6,440 sq. ft. in January 2006. Reed Elsevier currently pays an average rental rate of $41.62, approximately 12.1% below market. Reed Elsevier has one 5-year extension option with 10 months notice at a then fair market rental rate.

Stinson Morrison Hecker LLP (“SMH”) (16,845 sq. ft., 10.1% of NRA, $40.09 per sq. ft.) is one of the largest law firms in the United States and was formed in 2002 as a result of the combination of two Kansas City, Missouri-based law firms—Morrison & Hecker, and Stinson, Mag & Fizzell. SMH has experience in more than 45 practice areas and represents clients in a full range of corporate, transaction and litigation matters. SMH represents local, national, and international companies including Fortune 500 corporations, small businesses, individuals and not-for-profits. SMH currently employs over 360 attorneys and has nine offices in four states (Missouri, Kansas, Arizona, Nebraska) and in Washington DC. SMH has been in occupancy at the 1150 18th Street, NW Property since 1998 and extended its lease once in 2002. SMH currently pays a rental rate of $40.09 per sq. ft., approximately 16.1% below market. SMH has one 5-year extension option with 12 months notice at fair market rent.

Business Software Alliance (12,789 sq. ft., 7.7% of NRA, $60.57 per sq. ft.) is a trade group that represents the interests of software makers such as Adobe, Apple, Cisco Systems, IBM, and Microsoft on issues of copyright infringements and counterfeiting. Business Software Alliance occupies the 1150 18th Street, NW Property under a lease expiring in 2012. The lease has one 5-year renewal option which requires 12 months prior notice at a then fair market rent.

The Market. The 1150 18th Street, NW Property is located within the Northwest quadrant of Washington, DC, which is considered the DC Downtown Office submarket. Although government and other office space is the predominant land use, the neighborhood also contains cultural facilities, restaurants, hotels, retail shops, schools and residential properties. The area is also home to Georgetown University, George Washington University, American University and Howard University Law School.

According to Cushman & Wakefield, the appraiser, as of the first quarter 2007 the Washington DC Downtown submarket included approximately 29.2 million sq. ft. and exhibited an overall vacancy rate of approximately 4.4%. During the same time period, the Class “A” office inventory within the Washington DC Downtown submarket totaled approximately 13.6 million sq. ft. and exhibited an average vacancy rate of 4.7%. Rental rates in the Washington DC Downtown submarket increased from an average of $37.83 per sq. ft. in 2002 to $41.24 per sq. ft. in 2006 to $42.92 per sq. ft. as of the first quarter 2007. As of the first quarter 2007, the average Class “A” office rent in the Washington DC Downtown submarket was $47.45 per sq. ft.

Within the Washington, DC Downtown submarket, the appraiser identified eight buildings deemed to be competitive with the 1150 18th Street, NW Property. These buildings had rental rates ranging from $48.50 per sq. ft. to $55.00 per sq. ft. with an average rental rate of $51.66 per sq. ft. The appraiser estimated that current market rents for the office, retail and lobby space at the 1150 18th Street, NW Property would be $49.00 per sq. ft., $50.00 per sq. ft. and $30.00 per sq. ft., respectively. The in-place average office rent at the 1150 18th Street, NW Property of $41.27 per sq. ft. is approximately 15.8% below market and the average in-place retail rent of $38.71 per sq. ft. is approximately 22.6% below market.

Property Management. The 1150 18th Street, NW Property is managed by BMS Realty Services, LLC, an affiliate of the borrower.

Initial Reserves. At closing, the borrower deposited (i) $40,598 into an insurance reserve account, (ii) $98,594 into a tax reserve account, (iii) $2,000,000 into a TI/LC reserve, and (iv) $2,400,000 into a Holdback reserve. The TI/LC reserve may be used for any TI/LC expenses at the 1150 18th Street, NW Property. The Holdback reserve serves as additional collateral for the 1150 18th Street, NW Loan. Funds in the Holdback reserve may be released to the borrower, provided the DSCR is at least 1.20x, based on (a) interest only debt service on the full loan amount less the remaining amount of the Holdback reserve after the requested release, (b) then-current rents in place at the property, annualized, and

(c) actual expenses of the property for the then-current trailing twelve (12) month period. In addition, funds in the Holdback reserve may be released to the borrower for TI/LC expenses of a Credit Tenant (a tenant with an investment grade rating by any nationally-recognized statistical rating agency), provided such tenant’s rent is at least $42.00 per sq. ft. and the funds in the TI/LC reserve have been depleted.

Monthly Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $4,060 into an insurance reserve account, (ii) $98,594 into a tax reserve account and (iii) $2,776 into a replacement reserve account.

Ground Lease. The 1150 18th Street, NW Property is subject to a 99-year ground lease that expires on September 31, 2106. The lessee has a purchase option exercisable during the 76th lease year or on August 31, 2106, or within 90 days after termination of the ground lease by reason of casualty occurring during the final 10 years of the lease. The annual rent under the ground lease is equal to the sum of (i) $1,235,000 and (ii) the greater of the ground rent for the prior year (a) increased by 3% or (b) multiplied by a CPI fraction.

The Loan. The Quality King mortgage loan (the “Quality King Loan”) is a $40,250,000, 10-year amortizing loan secured by a first priority mortgage on the borrower’s leasehold interest in a newly built 571,408 sq. ft. warehouse/distribution facility located in Bellport, Suffolk County, NY (Long Island) (the “Quality King Property”). The Quality King Loan proceeds were used to refinance a construction loan.

The Borrower. The borrower, 35 Sawgrass, LLC, a Delaware limited liability company, is a single-purpose, bankruptcy-remote entity with an independent director, for which a non-consolidation opinion was delivered at closing. The borrower is sponsored by Glenn Nussdorf and Quality King Distributors, Inc. (“QKD”), a privately held company owned by Mr. Nussdorf, along with other members of the Nussdorf family. Mr. Nussdorf is a repeat sponsor of CWCapital borrowers.

Glenn Nussdorf’s primary operating company, QKD, together with its affiliates, is the largest privately held company and largest private employer on Long Island and also the 86th largest private company in the United States with annual 2006 sales of more than $1.2 billion and shareholders’ equity in excess of $272.87 million (as of August 31, 2007). QKD was established in 1960 by Bernard Nussdorf (Glenn Nussdorf’s father). Glenn Nussdorf is QKD’s CEO; he reported a net worth of approximately $159,425,000 as of August 31, 2007.

The Property. The Quality King Property is a newly constructed warehouse/distribution facility located approximately 1.5 miles south of the Long Island Expressway in Bellport, Suffolk County, New York. The Quality King Property, located at 35 Sawgrass Drive, is comprised of approximately 37.51 acres improved with one building containing a total of approximately 571,408 net rentable sq. ft. Approximately 89.1% of the property’s total net rentable area or 509,040 sq. ft. is improved for single-story warehouse and distribution use with the remaining 10.9% improved for three-story office use. The warehouse has ceiling heights of up to 50 feet, an approximately 10’ by 14’ drive-in door and 16 dock-high loading doors located along the side and rear of the facility. The Quality King Property has 636 parking spaces and features ample room for warehousing, loading, parking and corporate operations. The Quality King Property was built in 2007 and is a warehouse/distribution facility with no deferred maintenance.

The Tenant. The Quality King Property is 100% leased to QKD for a 20-year term commencing October 1, 2007. QK Healthcare, Inc., Pro’s Choice Beauty Care, Inc. and Model Reorg, Inc. (collectively, the “Sub-tenants”), all affiliates of QKD, are subleasing approximately 563,810 sq. ft., while QKD is retaining approximately 7,598 sq. ft. of office space at the Quality King Property. The three subleases each have the same term as the master lease. QKD is a national promotional wholesale distributor of selected products to retailers, wholesale distributors and pharmacy benefit managers. These products fall into three major categories: pharmaceuticals, health and beauty care and fragrances. Approximately 71% of QKD’s revenues are generated from the distribution of branded and generic pharmaceutical products and medical and surgical products produced by a wide range of manufacturers, approximately 18% of revenues is from the distribution of health and beauty care products, and the remaining 11% is from the distribution and sale of fragrances. QKD has an existing $500MM credit line through a syndicate of 18 lenders including GE ($125MM), Bank of America ($80MM), Chase ($40MM), LaSalle ($35MM) and Wachovia ($35MM).

Model Reorg, Inc. (“Model Reorg”) (approximately 283,800 sq. ft., 49.7% of NRSF and 49.7% of GPR) is a privately held company that owns the following subsidiaries: Quality King Fragrance Company, Inc., Scents of Worth, Inc. and Five Start Fragrance Company, Inc. These subsidiaries are cumulatively involved in the ownership, licensing, manufacturing, wholesale and consignment of fragrances through dealings with, among others, various affiliates (including Perfumania, Inc. (“Perfumania”)), as well as various third-party licensors, manufacturers and retailers. As of August 2007, the trailing-twelve month revenues of Model Reorg were $337,586,000 with an EBITDA of $37,233,000 and a net worth of $65,022,000. Model Reorg is 100% owned by

members of the Nussdorf family. According to publicly filed documents, Model Reorg has made an offer to merge with an affiliate, E Com Ventures, Inc. (“ECMV”) (NASDAQ (CM): ECMV), a publicly traded company founded in 1988. In the event of a merger between Model Reorg and ECMV, the applicable lease-related documents provide that the successor entity will succeed to Model Reorg’s leasehold interest in, and lease obligations regarding, the Quality King Property. ECMV operates through Perfumania, its subsidiary, as a specialty retailer and wholesale distributor of brand name and designer fragrances and also offers its products through the Internet at perfumania.com. As of October 4, 2007, ECMV’s stock closed at $24.64 with a 52-week range of $8.69 to $31.99 and a market capitalization of $75.4MM. As of August 2007, the trailing-twelve months revenues were $269.02 million with an EBITDA of $15.14 million and a net worth of $35.3MM. Glenn Nussdorf and his brother, Stephen Nussdorf, own approximately 40% of ECMV’s shares.

Pro’s Choice Beauty Care, Inc. (“PCBC”) (approximately 220,032 sq. ft., 38.5% of NRSF and 38.5% of GPR) is the largest wholesale distributor of professional hair care products in the industry. PCBC delivers full-service merchandising of Pro Hair Plan-o-grams for mass retailers across the country. PCBC has an extensive and experienced service infrastructure that enables PCBC to consistently deliver quality customer care, “first to market” product introductions and customized promotional offerings. PCBC offers a myriad of outstanding customer-centered services, such as: customized “Plan-o-Gram” design, expert market analysis (demographic, ethnic, etc.), and consultations and recommendations from highly experienced industry professionals. PCBC’s customers include national chain stores, traditional wholesalers, mass merchandisers, and retail wholesale clubs throughout the U.S. and its largest customers include: Target, Rite-Aid, Walgreens and Safeway Eckerd. For the trailing-12 months ended August 31, 2007, PCBC’s sales totaled $219.8MM with an EBITDA of $6.69MM and a net worth of $10.71MM. PCBC is a privately held company 100% owned by Ruth Nussdorf (Glenn Nussdorf’s Mother). PCBC was spun off from QKD on March 8, 2001 and its stock was issued to Ruth in exchange for her ownership in QKD.

QK Healthcare, Inc. (“QK Healthcare”) (59,978 sq. ft., 10.5% of NRSF and 10.5% of GPR) was founded as a direct subsidiary of QKD in March 2001 to house QKD’s pharmaceutical business, which QKD began in 1987. QK Healthcare is a national wholesale distributor of branded and generic pharmaceutical products, medical supplies and surgical products produced by a wide range of manufacturers. QK Healthcare sells primarily to the retail sector. Its largest customers include: Kroger Company, Walgreen Co., Ahold-American Sales, Medco Health Solutions, Inc., and Rite Aid Corporation. For the trailing-12 months ended August 31, 2007, QK Healthcare’s sales totaled $488.1MM with an EBITDA of $10.93MM and a net worth of $74.7MM.

Certificate of Occupancy Provision. As of October 31, 2007 the Quality King Property had not received a certificate of occupancy (“CO”) and neither QKD nor the Sub-tenants had taken occupancy of their respective spaces within the building. The borrower has advised CWCapital that construction of the improvements is essentially complete and it is anticipated that the CO will be issued by November 30, 2007, at which point QKD and the Sub-tenants will then be entitled to take occupancy. QKD has commenced paying rent.

The Quality King Loan will be recourse to Glenn Nussdorf until such time as the following conditions have been met: (A) the borrower has delivered to the lender all permanent certificates of occupancy and other governmental permits issued by applicable governmental authorities with respect to the Quality King Property and the use or intended use thereof, including, but not limited to, all tenant improvement work, which certificates and permits are acceptable to the lender in its reasonable discretion and, among other things and without limitation and without qualification allow QKD and each of the Sub-tenants, under their respective leases to open for business and operate their respective businesses as contemplated under their respective sublease or sub-sublease, as applicable, and (B) the lender has been provided with evidence acceptable to the lender that (1) QKD and the Sub-tenants are occupying their respective space at the property pursuant to their respective sublease or sub-sublease, as applicable; (2) all tenant improvement work at the property and all leasing commissions have been completed and paid in full, as applicable; (3) QKD and the Sub-tenants are each in occupancy, open for business and have commenced payment of full rent (and all free rent and rent concession periods

have expired) under their respective sublease or sub-subleases, as applicable; and (4) QKD and each Sub-tenant have delivered to the lender a fully executed original tenant estoppel in form and substance reasonably acceptable to the lender evidencing, among other things, that conditions (B)(1) through (B)(3) above have been satisfied.

Additionally, upon closing of the loan, CWCapital will fund $3,887,652 into the Permanent Certificate of Occupancy Escrow Fund. The borrower will be entitled to disbursements from the Permanent Certificate of Occupancy Escrow Fund as the construction at the Quality King Property progresses, except that 10% (or such greater percentage as may be provided in any work contract) of the total amount then due to the general contractor and the various trade contractors, sub-contractors and material suppliers will be withheld from the disbursement and retained in the Permanent Certificate of Occupancy Escrow Fund. In no event may the amounts remaining in the escrow, following any such disbursement, be less than the amount necessary in lender’s reasonable discretion to complete any and all work required for the issuance of a permanent certificate of occupancy. Upon receiving (x) all permanent certificates of occupancy and other governmental permits issued by applicable governmental authorities with respect to the Quality King Property and the use or intended use thereof, including, but not limited to, all tenant improvement work, (y) evidence that all the Sub-tenants have taken occupancy and (z) evidence that all contractors, sub-contractors and other persons or entities performing work at the Property have been paid in full, lender will release the balance of the funds in the Permanent Certificate of Occupancy Escrow Fund.

Upon closing of the loan, the borrower will deposit $420,000 into the Third Floor Office Completion Escrow Reserve. The borrower will be entitled to disbursements from this escrow in connection with work performed to the third floor office space. The balance of the funds in escrow will be disbursed to the borrower at such time as the borrower delivers to the lender a permanent certificate of occupancy for the third floor space at the Quality King Property, together with evidence that all entities or persons performing work at the Quality King Property have been paid in full.

The Market. The Quality King Property is located in Bellport, Suffolk County, New York, and is accessible from New York City. The Nassau-Suffolk Metropolitan Statistical Area (PMSA) is one of the densest in the nation with a population of over 2.8 million people in 2007, which has grown by approximately 3.3% over the period from 2000 to 2007. The area features an upper middle-income demographic profile and income growth over the near term is expected to be positive.

Long Island ranks among the top percentile of North American industrial markets with the lowest vacancy rate, a ranking it has held for the past few years. As of the 3^rd quarter 2007 the Long Island market had an average occupancy rate of 95.07% and an average rental rate of $9.63/SF. The occupancy rate was 95.4% in 2006 and 95.3% in 2005. Rental rates have increased by 9.25% since the 4^th quarter 2005. The Long Island Industrial market is compromised of fifteen submarkets. The Quality King Property is located in the Central Suffolk County industrial submarket of the greater Long Island Industrial market (combined Nassau and Suffolk counties). The Central Suffolk County industrial submarket contains approximately 24.845 million sq. ft. of rentable building area within 925 buildings constituting approximately 15.5% of the Long Island Industrial market as indicated by CoStar. As of the 3^rd quarter 2007 the average sub-market occupancy rate was 93.5% and the average sub-market rental rate was $8.70. Average in-place rent of $8.10/SF and occupancy of 5% has been underwritten.

Property Management. The property is managed by QKD Property Management, LLC, an affiliate of the borrower.

Lockbox / Cash Management / Letter of Credit. The Quality King Loan is structured with a hard, lockbox and a springing cash management system. Upon the occurrence of certain Trigger Events (as specified below), cash management will spring into effect and/or the borrower will be required to post a letter of credit.

A Trigger Event will continue until each of the following conditions has been satisfied: (i) the Quality King Loan is not then in default and given the passage of time or the giving of notice would not be in default, and (ii) the DSCR, as calculated by the lender, is at least 1.20x for a period of 3 consecutive months ((i) and (ii), collectively referred to as the “Primary Cure Criteria”). In addition to satisfying the Primary Cure Criteria, (i) for the QKD Trigger #1, the QKD Trigger #2, the Model Reorg Trigger and the Pro’s Choice Trigger, the net worth and EBITDA of QKD or the applicable Sub-tenant (as applicable) must be restored to the required minimum levels and maintained at those levels for a period of 6 consecutive months and (ii) for the Event of Default/DSCR/Tenant Bankruptcy Trigger, the borrower must have replaced any bankrupt tenant(s) and/or tenant(s) that have gone dark with tenant(s) acceptable to the lender under lease(s) acceptable to the lender, with said replacement tenant(s) in occupancy, open for business and paying full contractual rent for a period of 3 consecutive months.

Future Mezzanine or Subordinate Indebtedness. The equity interests in the borrower, its managing member, principal shareholder, or general partner (whichever is applicable) may be pledged to secure mezzanine financing (the “Mezzanine Loan”), provided the following conditions are satisfied: (i) no default or event of default has occurred under the loan documents, (ii) after giving effect to the Mezzanine Loan, (x) the aggregate DSCR is at least 1.0x and (y) the aggregate LTV per an updated appraisal acceptable to the lender obtained at the time such Mezzanine Loan is to be made, does not exceed 88%, (iii) the Mezzanine Loan self-amortizes prior to the Quality King Loan maturity, (iv) the Mezzanine Loan is to be provided by a lender (the “Mezzanine Lender”) in all respects acceptable to the lender in its sole and absolute discretion, (v) execution of an intercreditor agreement (acceptable in all respects to the lender in its sole discretion) with the Mezzanine Lender and (v) such other conditions contained in the Quality King Loan documents.

Ground Lease. As an incentive to attract QKD to Bellport, the Town of Brookhaven Industrial Development Agency (“IDA”) granted a ground lease to an affiliate of the borrower dated January 1, 2005 (expiring November 30, 2015) to facilitate a 10-year real estate tax abatement on the Quality King Property. The ground lease was assigned to, and assumed by, the borrower on August 1, 2006. The terms of the ground lease include annual ground lease payments of $1.00 with a $1.00 buyout and assumption of the leased fee interest at the conclusion of the 10-year term. Because of the IDA ground lease, the Quality King Property is subject to full property tax abatement on the improvements through November 30, 2015. The borrower is required to pay a Payment-In-Lieu-Of-Tax (PILOT) on the land only. The PILOT for the 2006/2007 tax year was $46,627.07. CWCapital underwrote the full estimated property tax bill on the land and improvements, as calculated by the appraiser, resulting in an underwritten DSCR of 1.23x. However, if the PILOT amount had been underwritten instead, the DSCR would be 1.25x.

The Loan. The 2 Journal Square loan (the “2 Journal Square Loan”) is a $40.0 million, 10-year fixed rate loan secured by the first priority mortgage on the borrower’s overlapping fee and leasehold interest in 2 Journal Square, an 8-story, 276,164 sq. ft. Class “A” office building located in Jersey City, New Jersey (the “2 Journal Square Property”). The 2 Journal Square Loan amortizes on a 30-year schedule.

The Borrower. The borrowers, PHM Urban Renewal Associates, L.L.C., and 2 Journal Square Associates, L.L.C., are single purpose, bankruptcy-remote entities each with an independent director. The borrowers are owned by Hartz Mountain Industries-NJ, LLC (50%), Joseph A. Panepinto (25%) and PGM Associates (25%). 2 Journal Square Associates, L.L.C. has pledged to lender its leasehold interest in the 2 Journal Square Property and PHM Urban Renewal Associates, L.L.C. has pledged its fee interest in the 2 Journal Square Property. Hartz Financial Corp. is the 2 Journal Square Loan sponsor. For information regarding Mr. Panepinto, see “Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies or Other Proceedings May Be Relevant to Future Performance” in the accompanying Prospectus Supplement.

Hartz Financial Corp., the financial arm of Hartz Mountain Industries, Inc., is one of the largest private owners of commercial real estate in the U.S. Hartz Financial Corp. was founded in 1966 and has since grown into a large regional real estate enterprise that owns and operates a portfolio of 200 buildings in the New York/New Jersey area. As of year-end 2006, Hartz Mountain Industries-NJ, LLC reported assets of $1.6 billion including cash and equivalents of $91.60 million. Hartz Financial Corp. and affiliated entities are repeat sponsors of Deutsche Bank borrowers.

The Property. The 2 Journal Square Property is an 8-story, 276,164 sq. ft. square foot Class “A” office building situated on a 3.04-acre land parcel located in Jersey City, New Jersey. The 2 Journal Property offers 271,534 sq. ft. of office space and 4,630 sq. ft. of retail space and is currently 93.1% leased by two investment grade rated tenants: Automatic Data Processing, Inc. (91.4% of net rentable area “NRA”, rated AAA/Aaa by S/M) and JPMorgan Chase Bank (1.7% of NRA, AA-/Aa2/AA- by S/M/F). Broadridge Financial Solutions Inc. has subleased the ADP space but ADP (AAA/Aaa by S/M) is liable under the lease. The 2 Journal Square Property was built in 1987 by the Hartz Group, Inc., an affiliate of the 2 Journal Square Loan sponsor. The 2 Journal Square Property offers convenient access to several forms of public transportation including PATH trains, light rail service, and ferry service. New York City is easily accessible by PATH trains and ferry service. Jersey City, sometimes referred to as “Wall Street West,” has attracted many financial services firms and is one of the most prominent office markets in New Jersey.

The 2 Journal Square Property also includes a five-story 1,000-space parking garage, a portion of which may be released from the lien of the mortgage, as described in the “Release” section herein.

Automatic Data Processing, Inc. (“ADP”) (NYSE: ADP) (252,359 sq. ft., 91.4% of NRA, $25.34 per sq. ft., rated AAA/Aaa by S/M) is a leading provider of integrated computing and business outsourcing solutions. ADP has been in occupancy at the 2 Journal Square Property since it was built in 1987. ADP has invested approximately $60.0 million into its space. In 2007, ADP spun off its brokerage services group into Broadridge Financial Solutions Inc. (“Broadridge”) (NYSE: BR; rated BBB- by S&P) which continues to occupy the space. ADP remains the guarantor under the lease and subleases the space to Broadridge Financial Solutions Inc. The current leases expire on January 1, 2013, and contain one remaining 5-year renewal option at a rental rate that is 90% of the prevailing market rental rate. As of October 23, 2007, ADP had a market capitalization of $24.98 billion. Broadridge’s market presence spans regional and local centers across the Americas, Europe, Asia and Australia. As of October 2007, Broadridge had more than 4,000 employees. Broadridge’s clients include banks, brokerage houses, mutual funds, investment firms and various public corporations.

JPMorgan Chase Bank (NYSE:JPM) (4,630 sq. ft., 1.7% of NRA, $80.00 per sq. ft., rated AA-/Aa2/AA- by S/M/F) has been a tenant at the 2 Journal Square Property since 2006 when it acquired the National Community Bank of New Jersey, which operated a retail banking branch at the 2 Journal Square Property since the building was constructed in 1987. JPMorgan Chase Bank provides a range of financial services worldwide. The company was founded in 1823 and is

headquartered in New York City. As of October 23, 2007, JPMorgan Chase Bank had a market capitalization of $153.5 billion. The lease was assigned by National Community Bank of New Jersey to JPMorgan Chase Bank in October 2006. JPMorgan Chase Bank recently extended the lease through October 31, 2012.

The Market. The 2 Journal Square Property is part of Northern New Jersey’s Hudson Waterfront submarket. This submarket (which includes the cities of Jersey City, Weehawken, and Hoboken) benefits from its location directly across the Hudson River from downtown Manhattan, and from the availability of direct mass transit access via the Holland Tunnel, PATH trains, light rail service and ferry service. The 2 Journal Square Property is located across the street from the PATH subway station that is in the Journal Square Transportation Center. The Journal Square Transportation Center, which is one of New Jersey’s busiest transportation centers, includes a 10-story office tower used for administrative offices by the Port Authority, a retail plaza, a bus station, and a two-level parking facility. PATH trains offer the convenience of 24-hour transportation to New York City, and serve over 200,000 passengers daily.

According to Cushman & Wakefield, the appraiser, as of July 2007, the Hudson Waterfront submarket contained a total office inventory of approximately 20.2 million sq. ft. with a Class “A” office inventory of 17.0 million sq. ft. The Hudson Waterfront submarket exhibited a Class “A” office vacancy rate of 5.5% and an average asking rent of $33.03 per sq. ft.

Within the Hudson Waterfront submarket, Cushman & Wakefield identified 8 buildings that were deemed directly competitive to the 2 Journal Square Property (the “Competitive Set”). The Competitive Set exhibited asking office rental rates ranging from $25.20 per sq. ft. to $30.00 per sq. ft., with an average $27.71 per sq. ft. The appraiser estimates that current market rent for the office and retail space at the 2 Journal Property to be $26.00 per sq. ft. and $70.00 per sq. ft., respectively. Office rents in this market (and at the subject) are modified gross rents, whereby tenants are responsible for increases in expenses over a base year. Retail rents are NNN. The appraiser identified four properties with retail components that were deemed directly competitive with the 2 Journal Square Property (“The Retail Competitive Set”). The Retail Competitive Set exhibited asking rental rates ranging from $45.00 per sq. ft to $78.38 per sq. ft., with an average of $62.22 per sq. ft.

Property Management. The 2 Journal Square Property is managed by Hartz Mountain Industries, Inc., an affiliate of the borrowers.

Reserves. At closing, the borrowers deposited $358,106, or approximately 125% of deferred maintenance costs, into a Repair and Remediation Reserve account. Funds in the reserve will be released once repair/replacement work items have been completed.

Release. The borrowers are permitted to obtain the free release of the portion of the 2 Journal Square Property that contains a portion of the existing parking garage (the “Release Parcel”) from the lien of the mortgage, in connection with the sale of the Release Parcel to a third party, subject to conditions specified in the 2 Journal Square Loan documents. Payment of a release price is not required. The Release Parcel is located adjacent to the existing office building. The 2 Journal Square Loan sponsor has indicated that it intends to utilize the Release Parcel for a residential condominium building. The 2 Journal Square Loan documents also permit the borrowers to convert, prior to the release, the 2 Journal Square Property to a condominium regime, subject to the terms and conditions set forth in the 2 Journal Square Loan agreement and in accordance with condominium documents approved prior to the closing of the 2 Journal Square Loan. The condominium documents provide that the condominium will consist of two units. Unit 1 will consist of the office building and 335 parking spaces in the existing garage. Unit 2 (the Release Parcel, which, after release, will not be collateral for the 2 Journal Square Loan) will consist of the remaining 665 parking spaces and the proposed residential condominium building to be constructed following the release.

The Loan. The Seattle Space Needle Loan (the “Seattle Space Needle Loan”) is a $35,000,000, 10-year loan secured by a first mortgage on the borrower’s fee simple interest in a 35,837 sq. ft. observation tower/retail property located in Seattle, King County, Washington (the “Seattle Space Needle Property”). The Seattle Space Needle Loan is interest-only for the first five years of the loan term and then amortizes based on a 30-year amortization schedule. The Seattle Space Needle Loan proceeds were used to refinance existing debt and fund closing costs.

The Seattle Space Needle Loan is part of a $49,500,000 loan combination that consists of the Seattle Space Needle Loan and a $14,500,000 pari passu note (the “Seattle Space Needle Pari Passu Companion Loan”), which is currently owned by CGM. The Seattle Space Needle Pari Passu Companion Loan will not be an asset in the Trust. The respective rights of the holders of the Seattle Space Needle Loan will be governed by a co-lender agreement described under “Description of the Mortgage Pool-Split Loan Structures” in the accompanying prospectus supplement.

The Borrower. The borrower, Space Needle LLC, is a Washington limited liability company, a single purpose entity, with an independent director, that owns no material assets other than the Seattle Space Needle Property. A non-consolidation opinion was delivered at origination.

The sponsor of the Seattle Space Needle Loan is Space Needle Holding Corporation. Space Needle Management LLC is the 1% owner and managing member of the borrower.

In 1961, Pentagram Corporation (a group of 5 investors, which included Howard S. Wright, the construction manager of the project) purchased the land that the Space Needle was to be built on and the subject was completed in December 1961. In 1977, the investors sold their interest in the Space Needle to Howard S. Wright who then consolidated the ownership of the subject into Space Needle Holding Corporation.

The Space Needle Holding Corporation holds 99% interest in Space Needle LLC and is the sole owner of the managing member. H.S. Wright III (13.8%), Thieline Wright Rolfe (15.3%), Jeffrey James Wright (13.2%), Taylor Mathew Wright (15.3%), and David Henry Wright (17.9%) and the Class “A” (voting) shareholders, owning an aggregate 75.5%, in the Space Needle Holding Corporation. There are six Class “B” (nonvoting) shareholders with ownership interests ranging from 0.2% to 9.0%, who hold the remaining interest in the Space Needle Holding Corporation.

The Property. The Seattle Space Needle Property consists of a 605-foot landmark observation tower, with a gross building area of 54,459 sq. ft. and a usable building area of 35,837 sq. ft. The Seattle Space Needle Property was originally constructed in 1962 for the Seattle World’s Fair at a cost of $4.5 million. It underwent a $20 million major revitalization effort between Fall 1999 and Spring 2000 with updates to entry level, restaurant, observation deck and grounds surrounding the attraction. The Property has undergone further capital improvements over the past three years averaging approximately $1.6 million annually with the most recent capital investment of approximately $1.7 million for the Space Needle – SN 360, an interactive display system that includes five “touch-sensitive” display panels to allow visitors to identify key features in the surrounding landscape from the observation deck. The Property includes retail space, catering and meeting facilities, a rotating restaurant, and both interior and exterior observation deck areas. The plaza level (4,437 sq. ft.) is located at the base of the tower and consists of a circular steel structure, which virtually encloses the base of the Seattle Space Needle Property. The plaza level consists of a gift shop, ticketing office, and public restrooms. The banquet level (4,967 sq. ft.) is located 100 feet above grade in a steel framed structural system that is anchored to the frame of the tower. The banquet level includes a kitchen preparation and holding room, public restrooms, and a common banquet space that can be portioned into three separate meeting spaces. The restaurant level (6,537 sq. ft.) is located 500 feet above grade and accommodates approximately 250 patrons for brunch, lunch and dinner. The restaurant has a diameter of approximately 94.5 feet, and reportedly completes a full rotation approximately every 42 minutes. The observation level (10,637 sq. ft.), which contains both an interior and exterior observation space, includes two public restrooms, a snack bar, and a 360-degree viewing area. The remaining usable area consists of the basement (2,637 sq. ft.), mezzanine level (2,886 sq. ft.), mechanical level (3,080 sq. ft.), and the machine room (620 sq. ft.). The exterior space includes the outer perimeter, which is set approximately three feet below the interior deck elevation.

The Seattle Space Needle Property has three elevators, each with a capacity of 20–25 passengers. Two of the elevators normally carry passengers and the third, which is a freight elevator, is used to carry passengers during peak traffic. The cars are equipped with large glass windows that provide an unobstructed view of the surrounding area.

The Seattle Space Needle Property consists of an observation tower with related service uses that is considered a national landmark. Because of its uniqueness, there are no other similar properties within the Seattle or the Pacific Northwest markets for comparison to the subject. The subject property is approximately 100% owner occupied.

The Seattle Space Needle property derives the majority of its revenue from three sources, the observation deck, retail revenue from the gift shop, and the SkyCity Restaurant. Historically, ticket sales for the observation deck accounted for about 34% of the total revenue, retail sales from the gift shop accounted for about 21% of the revenue, food and beverage sales from the SkyCity Restaurant and banquet/catering accounted for the remainder.

The Market. The Seattle Space Needle Property is located approximately one mile north of the Seattle Central Business District and is adjacent to the Seattle Center (formerly the World’s Fair site). Within the Seattle Center, attractions include Key Arena, Paul Allen’s Experience Music Project/Science Fiction Museum and Hall of Fame, the Seattle Monorail, and the Pacific Science Center. In addition, construction of the new headquarters for the Bill & Melinda Gates Foundation has just recently commenced near the Seattle Center.

The subject property is considered to be a related attraction of the Seattle Center. The Seattle Center and its related attractions compete with other local Seattle attractions for tourists’ dollars, such as Pike Place Market, Safeco Field, Chittendon Locks, Woodland Park Zoo, Seattle Aquarium, Seattle Theatre Group, Seattle Art Museum, The Museum of Flight, 5^th Avenue Theatre, and Burke Museum. The total attendance for the combined top attractions in the Seattle area was 33.3 million persons for 2005, with the Seattle Center and related attractions capturing approximately 16.4 million persons, or approximately 49.3% of the total attendance.

The Seattle Space Needle Property also competes with the Seattle Center and it’s other related attractions, including the Pacific Science Center and the Seattle Supersonics Basketball team. The Seattle Space Needle Property captures approximately 1.3 million persons, or 7.9% of all Seattle Center and related attractions attendance. The overall attendance at the Seattle Space Needle Property has increased on an average annual basis of approximately 2.4% during the period 2004-2006. In addition to attendance, the amount of revenue generated per person affects the ability of the Seattle Space Needle Property’s profit centers to generate income. Revenues per person have increased at an annual rate of approximately 4% over the period 2004-2006.

According to the appraisal, attendance is forecasted to continue to increase into the foreseeable future. Revenues have increased substantially in recent years due to new pricing structures and products, and are expected to continue to increase commensurate with historical performance.

Property Management. The Seattle Space Needle Property is managed by Space Needle Management LLC, the 1% managing member.

Reserves. Following an event of default, Lender may require borrower to establish a tax, insurance and replacement reserve to be funded monthly.

Future Mezzanine or Subordinate Indebtedness. The Seattle Space Needle Loan documents permit future mezzanine indebtedness subject to conditions, including: (i) the combined LTV ratio does not exceed 60%, (ii) the DSCR does not fall below 1.50x, (iii) the mezzanine lender is reasonably satisfactory to lender and approved by each applicable rating agency, (iv) the borrower delivers a no-downgrade confirmation from the rating agencies and (v) the mezzanine lender enters into an acceptable intercreditor agreement.

Except in limited circumstances, the globally offered CD 2007-CD5, Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class AM-FX, Class A-MA, Class AJ-FX, Class A-JA, Class B and Class C Certificates will be available only in book-entry form.

The book-entry certificates will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding book-entry certificates through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice, which is seven calendar days’ settlement.

Secondary market trading between investors holding book-entry certificates through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between member organizations of Clearstream or Euroclear and Participants holding book-entry certificates will be accomplished on a delivery against payment basis through the respective depositaries of Clearstream and Euroclear, in that capacity, as Participants.

As described under “U.S. Federal Income Tax Documentation Requirements” below, non-U.S. holders of book-entry certificates will be subject to U.S. withholding taxes unless those holders meet specific requirements and deliver appropriate U.S. tax documents to the securities clearing organizations of their participants.

All Certificates of each Class of Offered Certificates will be held in registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the book-entry certificates will be represented through financial institutions acting on their behalf as direct and indirect Participants. As a result, Clearstream and Euroclear will hold positions on behalf of their member organizations through their respective depositaries, which in turn will hold positions in accounts as Participants.

Investors’ securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their book-entry certificates through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no “lock up” or restricted period. Global securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between Participants. Secondary market trading between Participants will be settled in same-day funds.

Trading between Clearstream and/or Euroclear Participants. Secondary market trading between member organizations of Clearstream or Euroclear will be settled using the procedures applicable to conventional Eurobonds in same-day funds.

Trading between DTC Seller and Clearstream or Euroclear Purchaser. When book-entry certificates are to be transferred from the account of a Participant to the account of a member organization of Clearstream or Euroclear, the purchaser will send instructions to Clearstream or Euroclear through that member organization at least one business day prior to settlement. Clearstream or Euroclear, as the case may be, will instruct the respective depositary to receive the book-entry certificates against payment. Payment will include interest accrued on the book-entry certificates from and including the first day of the interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30-day months. Payment will then be made by the respective depositary to the Participant’s account against delivery of the book-entry certificates. After settlement has been completed, the book-entry certificates will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the account of the member organization of Clearstream or Euroclear, as the case may be. The securities credit will appear the next day, European time, and the cash debit will be back-valued to, and the interest on the book-entry certificates will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date, which means the trade fails, the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Member organizations of Clearstream and Euroclear will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the book-entry certificates are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, member organizations of Clearstream or Euroclear can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, the member organizations purchasing book-entry certificates would incur overdraft charges for one day, assuming they cleared the overdraft when the book-entry certificates were credited to their accounts. However, interest on the book-entry certificates would accrue from the value date. Therefore, in many cases the investment income on the book-entry certificates earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on the cost of funds of the respective member organization of Clearstream or Euroclear.

Since the settlement is taking place during New York business hours, Participants can employ their usual procedures for sending book-entry certificates to the respective depositary for the benefit of member organizations of Clearstream or Euroclear. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the Participant a cross-market transaction will settle no differently than a trade between two Participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, member organizations of Clearstream or Euroclear may employ their customary procedures for transactions in which book-entry certificates are to be transferred by the respective clearing system, through the respective depositary, to a Participant. The seller will send instructions to Clearstream or Euroclear through a member organization of Clearstream or Euroclear at least one business day prior to settlement. In these cases, Clearstream or Euroclear, as appropriate, will instruct the respective depositary to deliver the book-entry certificates to the Participant’s account against payment. Payment will include interest accrued on the book-entry certificates from and including the first day of the interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30-day months.

The payment will then be reflected in the account of the member organization of Clearstream or Euroclear the following day, and receipt of the cash proceeds in the account of that member organization of Clearstream or Euroclear would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. Should the member organization of Clearstream or Euroclear have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over the one-day period. If settlement is not completed on the intended value date, which means the trade fails, receipt of the cash proceeds in the account of the member organization of Clearstream or Euroclear would be valued instead as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase book-entry certificates from Participants for delivery to member organizations of Clearstream or Euroclear should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

A holder that is not a “United States person” (a “U.S. person”) within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “non-U.S. holder”) holding a book-entry certificate through Clearstream, Euroclear or DTC may be subject to U.S. withholding tax unless such holder provides certain documentation to the issuer of such holder’s book-entry certificate, the paying agent or any other entity required to withhold tax (any of the foregoing, a “U.S. withholding agent”) establishing an exemption from withholding. A non-U.S. holder may be subject to withholding unless each U.S. withholding agent receives:

1. from a non-U.S. holder that is classified as a corporation for U.S. federal income tax purposes or is an individual, and is eligible for the benefits of the portfolio interest exemption or an exemption (or reduced rate) based on a treaty, a duly completed and executed IRS Form W-8BEN (or any successor form);

2. from a non-U.S. holder that is eligible for an exemption on the basis that the holder’s income from the Certificate is effectively connected to its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or any successor form);

3. from a non-U.S. holder that is classified as a partnership for U.S. federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or any successor form) with all supporting documentation (as specified in the U.S. Treasury Regulations) required to substantiate exemptions from withholding on behalf of its partners; certain partnerships may enter into agreements with the IRS providing for different documentation requirements and it is recommended that such partnerships consult their tax advisors with respect to these certification rules;

4. from a non-U.S. holder that is an intermediary (i.e., a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Certificate):

(a) if the intermediary is a “qualified intermediary” within the meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a “qualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

(i) stating the name, permanent residence address and qualified intermediary employer identification number of the qualified intermediary and the country under the laws of which the qualified intermediary is created, incorporated or governed,

(ii) certifying that the qualified intermediary has provided, or will provide, a withholding statement as required under section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,

(A) certifying that, with respect to accounts it identifies on its withholding statement, the qualified intermediary is not acting for its own account but is acting as a qualified intermediary, and

(B) providing any other information, certifications, or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information and certifications described in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations; or

(b) if the intermediary is not a qualified intermediary (a “nonqualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

(i) stating the name and permanent residence address of the nonqualified intermediary and the country under the laws of which the nonqualified intermediary is created, incorporated or governed,

(ii) certifying that the nonqualified intermediary is not acting for its own account,

(iii) certifying that the nonqualified intermediary has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of such nonqualified intermediary’s beneficial owners, and

(iv) providing any other information, certifications or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information, certifications, and statements described in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or

5. from a non-U.S. holder that is a trust, depending on whether the trust is classified for U.S. federal income tax purposes as the beneficial owner of the Certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder that is a trust should consult its tax advisors to determine which of these forms it should provide.

All non-U.S. holders will be required to update the above-listed forms and any supporting documentation in accordance with the requirements under the U.S. Treasury Regulations. These forms generally remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if furnished with a taxpayer identification number, remains in effect until the status of the beneficial owner changes, or a change in circumstances makes any information on the form incorrect.

In addition, all holders, including holders that are U.S. persons, holding book-entry certificates through Clearstream, Euroclear or DTC may be subject to backup withholding unless the holder—

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.