FWP 1 file1.htm

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The information in this free writing prospectus is preliminary and subject to
completion or change. The information in this free writing prospectus supersedes
information contained in any prior similar free writing prospectus relating to
these securities prior to the time of your commitment to purchase. 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.

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FREE WRITING PROSPECTUS
FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO.: 333-130684

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus)
with the SEC (SEC File Number 333-130684) for the offering to which this free
writing prospectus relates. Before you invest, you should read the prospectus in
the registration statement and other documents the depositor has filed with the
SEC 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 SEC
Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling toll free 1-866-718-1649.

This free writing prospectus does not contain all information that is
required to be included in the base prospectus and prospectus supplement.

----------

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of,
or attached to, the email communication to which this material may have been
attached are not applicable to these materials and should be disregarded. Such
legends, disclaimers or other notices have been automatically generated as a
result of these materials having been sent via Bloomberg or another email
system.

THIS FREE WRITING PROSPECTUS, DATED DECEMBER 6, 2006, MAY BE AMENDED OR
COMPLETED PRIOR TO THE TIME OF SALE

$2,552,837,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I TRUST 2006-IQ12
as Issuing Entity
MORGAN STANLEY CAPITAL I INC.
as Depositor
LASALLE BANK NATIONAL ASSOCIATION
MORGAN STANLEY MORTGAGE CAPITAL INC.
PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
as Sponsors and Mortgage Loan Sellers
SUNTRUST BANK
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
as Mortgage Loan Sellers

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-IQ12

----------

Morgan Stanley Capital I Inc. is offering selected classes of its Series
2006-IQ12 Commercial Mortgage Pass-Through Certificates, which represent
beneficial ownership interests in the Series 2006-IQ12 trust. The trust's
primary assets will be 269 fixed-rate mortgage loans secured by first mortgage
liens on 317 multifamily and commercial properties. Distributions on the
certificates will be made on the 15th day of each month or, if that day is not a
business day, the next succeeding business day of each month, commencing January
2007 in accordance with the priorities described in this free writing prospectus
under "Description of the Offered Certificates--Distributions." Certain classes
of subordinate certificates will provide credit support to certain classes of
senior certificates as described in this free writing prospectus under
"Description of the Offered Certificates--Distributions--Subordination;
Allocation of Losses and Certain Expenses." The Series 2006-IQ12 Certificates
represent interests in and obligations of the issuing entity only and are not
interests in or obligations of the depositor, 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 or private insurer.
The depositor will not list the offered certificates on any securities exchange
or any automated quotation system of any national securities association.

"IQ" is a service mark of Morgan Stanley representing financial investment
in the field of commercial mortgage-backed securities collateralized by
"institutional quality" whole loans.

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INVESTING IN THE CERTIFICATES OFFERED TO YOU INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-42 OF THIS FREE WRITING PROSPECTUS AND PAGE 11 OF
THE BASE PROSPECTUS.

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APPROXIMATE INITIAL PASS-THROUGH RATINGS
CLASS APPROXIMATE INITIAL CERTIFICATE BALANCE(1) PASS-THROUGH RATE RATE DESCRIPTION(2) (FITCH/S&P)
------------- ------------------------------------------ ------------------- ------------------- -----------

Class A-1.... $ 55,400,000 % AAA/AAA
Class A-1A... $530,349,000 % AAA/AAA
Class A-2.... $ 70,200,000 % AAA/AAA
Class A-NM... $225,000,000 % AAA/AAA
Class A-3.... $ 44,500,000 % AAA/AAA
Class A-AB... $ 88,200,000 % AAA/AAA
Class A-4.... $897,566,000 % AAA/AAA
Class A-M.... $273,031,000 % AAA/AAA
Class A-J.... $242,314,000 % AAA/AAA
Class B...... $ 17,065,000 % AA+/AA+
Class C...... $ 44,367,000 % AA/AA
Class D...... $ 27,303,000 % AA-/AA-
Class E...... $ 13,652,000 % A+/A+
Class F...... $ 23,890,000 % A/A

Characteristics of the certificates offered to you include:

(1) The certificate balances are approximate and on the closing date may vary
by up to 5%. Mortgage loans may be removed from or added to the mortgage
pool prior to the closing date within such maximum permitted variance. Any
reduction or increase in the number of mortgage loans within these
parameters will result in consequential changes to the initial certificate
balance of each class of offered certificates and to the other statistical
data contained in this prospectus supplement.

(2) The Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB,
Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and
Class F Certificates will, at all times, accrue interest at a per annum
rate equal to (i) a fixed rate, (ii) a fixed rate subject to a cap equal to
the weighted average net mortgage rate, (iii) a rate equal to the weighted
average net mortgage rate or (iv) a rate equal to the weighted average net
mortgage rate less a specified percentage.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved the certificates offered to you or determined if
this free writing prospectus or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

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Morgan Stanley & Co. Incorporated will act as co-lead manager and sole
bookrunner with respect to the offered certificates. LaSalle Financial Services,
Inc. will act as co-lead manager and Greenwich Capital Markets, Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and SunTust Capital Markets, Inc.
will act as co-managers with respect to the offered certificates. Morgan Stanley
& Co. Incorporated, LaSalle Financial Services, Inc., Greenwich Capital Markets,
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital
Markets, Inc., the underwriters, will purchase the certificates offered to you
from Morgan Stanley Capital I Inc. and will offer them to the public at
negotiated prices determined at the time of sale. The underwriters expect to
deliver the certificates to purchasers on or about December 21, 2006. Morgan
Stanley Capital I Inc. expects to receive from this offering approximately $
_____, plus accrued interest from the cut-off date, before deducting expenses
payable by Morgan Stanley Capital I Inc.

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MORGAN STANLEY LASALLE FINANCIAL SERVICES, INC.
RBS GREENWICH CAPITAL MERRILL LYNCH & CO.
SUNTRUST ROBINSON HUMPHREY

DECEMBER __, 2006



                       IMPORTANT NOTICE ABOUT INFORMATION
                    PRESENTED IN THIS FREE WRITING PROSPECTUS

     Information about the certificates offered to you 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 to you; and (b) this free writing prospectus, which
describes the specific terms of the certificates offered to you. This free
writing prospectus is sometimes referred to herein as the "prospectus
supplement."

     You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. The depositor has not authorized
anyone to provide you with information that is different from that contained in
this prospectus supplement and the prospectus.

                                   ----------

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

     The schedules and appendices to this prospectus supplement are incorporated
into and are a part of this prospectus supplement.

     In this prospectus supplement, the terms "depositor," "we," "our" and "us"
refer to Morgan Stanley Capital I Inc.

                                   ----------

     Until ninety days after the date of this prospectus supplement, all dealers
that buy, sell or trade the certificates offered by this prospectus supplement,
whether or not participating in this offering, may be required to deliver a
prospectus supplement and the accompanying prospectus. This is in addition to
the dealers' obligation to deliver a prospectus supplement and the accompanying
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

                                   ----------

                              SELLING RESTRICTIONS

EUROPEAN ECONOMIC AREA

     In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter has represented and agreed, and each further underwriter appointed
under the programme will be required to represent and agree, that with effect
from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the "Relevant Implementation Date") it has not made
and will not make an offer of the certificates to the public in that Relevant
Member State, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of the certificates to the public in that
Relevant Member State:

     (a)  in the period beginning on the date of publication of a prospectus (or
          in Germany, where the offer starts within) in relation to those
          certificates which has been approved by the competent authority in
          that Relevant Member State or, where appropriate, approved in another
          Relevant Member State and notified to the competent authority in that
          Relevant Member State, all in accordance with the Prospectus Directive
          and ending on the date which is 12 months after the date of such
          publication;

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

     (c)  at any time to any legal entity which has two or more of (1) an
          average of at least 250 employees during the last financial year; (2)
          a total balance sheet of more than (euro)43,000,000 and (3) an annual
          net turnover of more than (euro)50,000,000, as shown in its last
          annual or consolidated accounts; or

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


                                      S-3



     For the purposes of this provision, the expression of an "offer of the
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.

UNITED KINGDOM

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

     (a)  it has only communicated or caused to be communicated and will only
          communicate or cause to be communicated an invitation or inducement to
          engage in investment activity (within the meaning of Section 21 or
          Section 236 of the Financial Services and Market Act 2000 ("FSMA"))
          received by it in connection with the issue or sale of any
          certificates in circumstances in which Section 238 of the FSMA does
          not apply to the depositor; and

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

                                   ----------

                    NOTICE TO RESIDENTS OF THE UNITED KINGDOM

     The trust fund described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000 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) is being made to, or
directed at persons who are outside the United Kingdom and (B) is being made to,
or directed at, persons who (1) have professional experience in participating in
unregulated collective investment schemes, or (2) are persons falling within
Article 22(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Market Act 2000 (Promotion of
Collective Investment Schemes) (Exemptions) Order 2001 (all such persons
together being referred to as "PCIS Persons"). This prospectus supplement must
not be acted on or relied on by persons who are not PCIS Persons. Any investment
or investment activity to which this prospectus supplement relates, including
the offered certificates, is available only to persons who are outside the
United Kingdom or to PCIS Persons and will be engaged in only with such persons.

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


                                      S-4



                                TABLE OF CONTENTS

EXECUTIVE SUMMARY....................................................        S-7
SUMMARY OF FREE WRITING PROSPECTUS...................................        S-9
RISK FACTORS.........................................................       S-42
TRANSACTION PARTIES..................................................       S-95
   The Sponsors, Mortgage Loan Sellers and Originators...............       S-95
      LaSalle Bank National Association..............................       S-95
      Morgan Stanley Mortgage Capital Inc. ..........................       S-96
      SunTrust Bank..................................................      S-101
      Massachusetts Mutual Life Insurance Company....................      S-101
   The Depositor.....................................................      S-101
   The Issuing Entity................................................      S-102
   The Trustee and Custodian.........................................      S-103
      Duties of the Trustee..........................................      S-104
      Matters Regarding the Trustee..................................      S-104
      Resignation and Removal of the Trustee.........................      S-105
      Trustee Compensation...........................................      S-106
   The Paying Agent, Certificate Registrar and Authenticating Agent..      S-106
   The Master Servicers..............................................      S-107
   The General Master Servicers......................................      S-107
      Capmark Finance Inc. ..........................................      S-107
      Prudential Asset Resources, Inc. ..............................      S-109
   The Primary Servicers.............................................      S-109
   The Special Servicer..............................................      S-110
DESCRIPTION OF THE OFFERED CERTIFICATES..............................      S-111
   General ..........................................................      S-111
   Certificate Balances..............................................      S-113
   Pass-Through Rates................................................      S-115
   Distributions.....................................................      S-117
      General .......................................................      S-117
      The Available Distribution Amount..............................      S-117
      Fees and Expenses..............................................      S-118
      Application of the Available Distribution Amount...............      S-120
      Distributions of Prepayment Premiums and Yield Maintenance
         Charges ....................................................      S-125
      Treatment of REO Properties....................................      S-126
      Appraisal Reductions...........................................      S-126
      Subordination; Allocation of Losses and Certain Expenses.......      S-126
      Prepayment Interest Shortfalls and Prepayment Interest
         Excesses....................................................      S-128
   Optional Termination..............................................      S-128
   Advances..........................................................      S-129
      P&I Advances...................................................      S-129
      Servicing Advances.............................................      S-130
      Reimbursement of Advances......................................      S-131
      Nonrecoverable Advances........................................      S-131
   Reports to Certificateholders; Available Information..............      S-132
      Paying Agent Reports...........................................      S-132
      Other Information..............................................      S-135
      Book-Entry Certificates........................................      S-135
   Example of Distributions..........................................      S-136
   Expected Final Distribution Date; Rated Final Distribution Date...      S-137
   Amendments to the Pooling and Servicing Agreement.................      S-137
   Evidence as to Compliance.........................................      S-138
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS........................      S-139
   General ..........................................................      S-139
   Pass-Through Rates................................................      S-140
   Rate and Timing of Principal Payments.............................      S-140
   Unpaid Distributable Certificate Interest.........................      S-141
   Losses and Shortfalls.............................................      S-142
   Relevant Factors..................................................      S-142
   Weighted Average Life.............................................      S-143
DESCRIPTION OF THE MORTGAGE POOL.....................................      S-149
   General ..........................................................      S-149
   Material Terms and Characteristics of the Mortgage Loans..........      S-150
      Mortgage Rates; Calculations of Interest.......................      S-150
      Property Types.................................................      S-150
      Property Location..............................................      S-151
      Due Dates......................................................      S-151
      Amortization...................................................      S-151
      Prepayment Restrictions........................................      S-152
      Non-Recourse Obligations.......................................      S-155
      "Due-on-Sale" and "Due-on-Encumbrance" Provisions..............      S-155
      Subordinate and Other Financing................................      S-155
      Loan Purpose...................................................      S-157
      Additional Collateral..........................................      S-157
      The ARD Loans..................................................      S-157
      Cash Management Agreements/Lockboxes...........................      S-157
   The Natick Mall Mortgage Loan.....................................      S-158
      General .......................................................      S-158
      The Natick Mall Co-Lender Agreement............................      S-159
   The Jones Road Shopping Center Mortgage Loan......................      S-160
      General ......................................................       S-160
      The Jones Road Shopping Center Co-Lender Agreement.............      S-160
   The LaSalle Senior Mortgage Loans.................................      S-161


                                      S-5



      General ......................................................       S-161
      The LaSalle Co-Lender Agreements...............................      S-162
   Assessments of Property Value and Condition.......................      S-164
      Appraisals.....................................................      S-164
      Environmental Assessments......................................      S-164
      Property Condition Assessments.................................      S-164
      Seismic Review Process.........................................      S-164
      Zoning and Building Code Compliance............................      S-165
   Additional Mortgage Loan Information..............................      S-165
   Standard Hazard Insurance.........................................      S-167
   Sale of the Mortgage Loans........................................      S-168
   Representations and Warranties....................................      S-168
   Repurchases and Other Remedies....................................      S-170
   Changes In Mortgage Pool Characteristics..........................      S-171
SERVICING OF THE MORTGAGE LOANS......................................      S-172
   General ..........................................................      S-172
      Master Servicer Compensation...................................      S-173
   Events of Default.................................................      S-174
      Special Servicer Compensation..................................      S-175
      Termination of Special Servicer................................      S-176
   The Operating Adviser.............................................      S-176
   Mortgage Loan Modifications.......................................      S-177
   Sale of Defaulted Mortgage Loans..................................      S-178
   Foreclosures......................................................      S-179
MATERIAL FEDERAL INCOME TAX CONSEQUENCES.............................      S-180
   General ..........................................................      S-180
   Original Issue Discount and Premium...............................      S-181
   Additional Considerations.........................................      S-182
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS..........................      S-182
   California........................................................      S-182
CERTAIN ERISA CONSIDERATIONS.........................................      S-183
   Plan Assets.......................................................      S-183
   Special Exemption Applicable to the Offered Certificates..........      S-183
   Insurance Company General Accounts................................      S-185
   General Investment Considerations.................................      S-185
LEGAL INVESTMENT.....................................................      S-185
LEGAL MATTERS........................................................      S-186
RATINGS .............................................................      S-186
GLOSSARY OF TERMS....................................................      S-187
SCHEDULE A - RATES USED IN DETERMINATION OF CLASS X-1, CLASS X-2
   AND CLASS X-W PASS THROUGH RATES .................................   SCH. A-1
SCHEDULE B - COMPONENT LOAN AMOUNT...................................   SCH. B-1
SCHEDULE C - CLASS A-AB PLANNED PRINCIPAL BALANCE....................   SCH. C-1
APPENDIX I - MORTGAGE POOL INFORMATION TOTAL POOL, LOAN GROUP 1 AND
   LOAN GROUP 2......................................................        I-1
APPENDIX II - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS..........       II-1
APPENDIX III - CERTAIN CHARACTERISTICS OF LOAN GROUP 2...............      III-1
APPENDIX IV - SIGNIFICANT LOAN SUMMARIES.............................       IV-1
APPENDIX V - FORM OF STATEMENT TO CERTIFICATEHOLDERS.................        V-1


                                      S-6



                                EXECUTIVE SUMMARY

     This Executive Summary highlights selected information regarding the
certificates. It does not contain all of the information you need to consider in
making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THIS OFFERING
AND THE UNDERLYING MORTGAGE LOANS, YOU SHOULD READ THIS ENTIRE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CAREFULLY.

                              CERTIFICATE STRUCTURE



                                  APPROXIMATE INITIAL                                         APPROXIMATE      WEIGHTED    PRINCIPAL
APPROXIMATE CREDIT              CERTIFICATE OR NOTIONAL  APPROXIMATE INITIAL    RATINGS    PERCENT OF TOTAL  AVERAGE LIFE    WINDOW
     SUPPORT           CLASS            BALANCE           PASS-THROUGH RATE   (FITCH/S&P)    CERTIFICATES       (YEARS)     (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------

      30.000%       Class A-1        $ 55,400,000                  %            AAA/AAA          4.06%          2.99         1-58
      30.000%       Class A-1A       $530,349,000                  %            AAA/AAA         38.85%          8.61         1-120
      30.000%       Class A-2        $ 70,200,000                  %            AAA/AAA          5.14%          4.82         58-58
      30.000%       Class A-NM       $225,000,000                  %            AAA/AAA         16.48%          4.84         58-59
      30.000%       Class A-3        $ 44,500,000                  %            AAA/AAA          3.26%          6.58         78-83
      30.000%       Class A-AB       $ 88,200,000                  %            AAA/AAA          6.46%          7.22        59-110
      30.000%       Class A-4        $897,566,000                  %            AAA/AAA         65.75%          9.80        110-119
      20.000%       Class A-M        $273,031,000                  %            AAA/AAA         20.00%          9.98        120-120
      11.125%       Class A-J        $242,314,000                  %            AAA/AAA         17.75%          9.98        120-120
      10.500%        Class B         $ 17,065,000                  %            AA+/AA+          1.25%          9.98        120-120
       8.875%        Class C         $ 44,367,000                  %             AA/AA           3.25%          9.98        120-120
       7.875%        Class D         $ 27,303,000                  %            AA-/AA-          2.00%          9.98        120-120
       7.375%        Class E         $ 13,652,000                  %             A+/A+           1.00%          9.98        120-120
       6.500%        Class F         $ 23,890,000                  %              A/A            1.75%          9.98        120-120
       5.625%        Class G         $ 23,890,000                  %             A-/A-           1.75%          9.98        120-120
       4.625%        Class H         $ 27,303,000                  %           BBB+/BBB+         2.00%          9.98        120-120
       3.625%        Class J         $ 27,303,000                  %            BBB/BBB          2.00%          9.98        120-120
       2.375%        Class K         $ 34,129,000                  %           BBB-/BBB-         2.50%          9.98        120-120
          --        Class L-S        $ 64,845,529                 --              --               --             --             --
          --        Class X-1                  --                 --              --               --             --             --
          --        Class X-2                  --                 --              --               --             --             --
          --        Class X-W                  --                 --              --               --             --             --


Offered Certificates.

Certificates not offered pursuant to this prospectus supplement.

     o    The notional amount of the Class X-1 Certificates initially will be
          $1,365,153,764. The notional amount of the Class X-2 Certificates
          initially will be $1,339,466,000. The notional amount of the Class X-W
          Certificates initially will be $1,365,153,764.

     o    The percentages indicated under the column "Approximate Credit
          Support" with respect to the Class A-1, Class A-1A, Class A-2, Class
          A-NM, Class A-3, Class A-AB and Class A-4 Certificates represent the
          approximate credit support for those Certificates in the aggregate.

     o    The initial certificate balance on the closing date may vary by up to
          5%. Mortgage loans may be removed from or added to the mortgage pool
          prior to the closing date within such maximum permitted variance. Any
          reduction or increase in the number of mortgage loans within these
          parameters will result in consequential changes to the initial
          certificate balance of each class of offered certificates and to the
          other statistical data contained in this prospectus supplement.

     o    The Class X-1, Class X-2 Certificates and Class X-W Certificates
          (together, the "Class X Certificates") and the Class G, Class H, Class
          J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and
          Class S Certificates are not offered pursuant to this prospectus
          supplement.


                                      S-7



     o    The principal window is expressed in months following the closing date
          and reflects the period during which distributions of principal would
          be received under the assumptions set forth in the following sentence.
          The weighted average life and principal window figures set forth above
          are based on the following assumptions, among others: (i) no losses on
          the underlying mortgage loans; (ii) no extensions of maturity dates of
          mortgage loans that do not have "anticipated repayment dates"; (iii)
          payment in full on the anticipated repayment date or stated maturity
          date of each mortgage loan having an anticipated repayment date or
          stated maturity date; and (iv) a 0% CPR. See the assumptions set forth
          under "Yield, Prepayment and Maturity Considerations" in this
          prospectus supplement and under "Structuring Assumptions" in the
          "Glossary of Terms."

     o    For purposes of making distributions to the Class A-1, Class A-1A,
          Class A-2, Class A-NM, Class A-3, Class A-AB and Class A-4
          Certificates, the pool of mortgage loans will be deemed to consist of
          two distinct loan groups, loan group 1 and loan group 2.

     o    Loan group 1 will consist of 192 mortgage loans, representing
          approximately 80.6% of the initial outstanding pool balance. Loan
          group 2 will consist of 77 mortgage loans, representing approximately
          19.4% of the initial outstanding pool balance, and approximately 82.8%
          of the principal balance of all the mortgage loans secured by
          multifamily properties and manufactured housing communities
          properties.

     o    So long as funds are sufficient on any distribution date to make
          distributions of all interest on that distribution date to the Class
          A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class
          A-4, Class X-1, Class X-2 and Class X-W Certificates, interest
          distributions on the Class A-1, Class A-2, Class A-NM, Class A-3,
          Class A-AB and Class A-4 Certificates will be based upon amounts
          available relating to mortgage loans in loan group 1, interest
          distributions on the Class A-1A Certificates will be based upon
          amounts available relating to mortgage loans in loan group 2 and
          interest distributions on the Class X-1, Class X-2 and Class X-W
          Certificates will be based upon amounts available relating to all the
          mortgage loans in the mortgage pool. However, if on any distribution
          date, funds are insufficient to make distributions of all interest on
          that distribution date to the Class A-1, Class A-1A, Class A-2, Class
          A-NM, Class A-3, Class A-AB, Class A-4, Class X-1, Class X-2 and Class
          X-W Certificates, available funds will be allocated among all these
          Classes pro rata in accordance with their interest entitlements for
          that distribution date, without regard to loan group.

     o    Generally, the Class A-1, Class A-2, Class A-NM, Class A-3, Class A-AB
          and Class A-4 Certificates will only be entitled to receive
          distributions of principal collected or advanced in respect of
          mortgage loans in loan group 2 after the certificate principal balance
          of the Class A-1A Certificates has been reduced to zero and the Class
          A-1A Certificates will only be entitled to receive distributions of
          principal collected or advanced in respect of mortgage loans in loan
          group 1 after the certificate principal balance of the Class A-4
          Certificates has been reduced to zero; and the Class A-1, Class A-1A,
          Class A-2, Class A-3, Class A-AB and Class A-4 Certificates will only
          be entitled to receive distributions of principal representing
          voluntary prepayments of the Natick Mall Mortgage Loan after the
          certificate principal balance of the Class A-NM Certificates has been
          reduced to zero. However, on and after any distribution date on which
          the certificate principal balances of the Class A-M through Class S
          Certificates have been reduced to zero, distributions of principal
          collected or advanced in respect of the pool of mortgage loans will be
          distributed to the Class A-1, Class A-1A, Class A-2, Class A-NM, Class
          A-3, Class A-AB and Class A-4 Certificates, pro rata.

     o    The Class EI Certificates represent beneficial ownership of certain
          excess interest in respect of mortgage loans having a
          hyper-amortization feature. These certificates are not represented in
          this table and are not offered pursuant to this prospectus supplement.

     o    The Class R-I, R-II and R-III Certificates also represent ownership
          interests in the trust. These certificates are not represented in this
          table and are not offered pursuant to this prospectus supplement.

     o    It is a condition to the issuance of the certificates that the
          certificates receive the ratings set forth above.


                                      S-8



                       SUMMARY OF FREE WRITING PROSPECTUS

     This summary highlights selected information from this prospectus
supplement. It does not contain all of the information you need to consider in
making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING
OF THE OFFERED CERTIFICATES, YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE
ACCOMPANYING PROSPECTUS CAREFULLY.

                                WHAT YOU WILL OWN

GENERAL ......................   Your certificates (along with the privately
                                 offered certificates) will represent beneficial
                                 interests in a trust created by Morgan Stanley
                                 Capital I Inc. on the closing date. All
                                 payments to you will come only from the amounts
                                 received in connection with the assets of the
                                 trust. The trust's assets will primarily
                                 consist of 269 fixed rate mortgage loans
                                 secured by first mortgage liens on 317
                                 commercial and multifamily properties.

TITLE OF CERTIFICATES.........   Commercial Mortgage Pass-Through Certificates,
                                 Series 2006-IQ12.

MORTGAGE POOL.................   The mortgage pool consists of 269 mortgage
                                 loans with an aggregate principal balance of
                                 all mortgage loans as of the cut-off date of
                                 approximately $2,730,307,529, which may vary by
                                 up to 5%. Each mortgage loan requires scheduled
                                 payments of principal and/or interest to be
                                 made monthly. For purposes of those mortgage
                                 loans that have a due date on a date other than
                                 the first of the month, we have assumed that
                                 those mortgage loans are due on the first of
                                 the month for purposes of determining their
                                 cut-off dates and cut-off date balances. With
                                 respect to Mortgage Loan No. 25, Natick Mall,
                                 the related mortgaged property also secures, on
                                 a subordinated basis, a B note and a C note
                                 that are not included in the trust. For
                                 additional information on the Natick Mall
                                 mortgage loan, see "Description of the Mortgage
                                 Pool--The Natick Mall Mortgage Loan" in this
                                 prospectus supplement. With respect to each of
                                 Mortgage Loan No. 105, Harbor Pointe, Mortgage
                                 Loan No. 108, Creekwood Landing, Mortgage Loan
                                 No. 116, Colony Oaks by the Bay Apartments,
                                 Mortgage Loan No. 158, Arizona Commons II,
                                 Mortgage Loan No. 176, Leisure Village MHC, and
                                 Mortgage Loan No. 297, Huntingdon Plaza
                                 Shopping Center, the related mortgaged property
                                 also secures, on a subordinated basis, a B note
                                 that is not included in the trust. For
                                 additional information on the Harbor Pointe,
                                 Creekwood Landing, Colony Oaks by the Bay
                                 Apartments, Arizona Commons II, Leisure Village
                                 MHC and Huntingdon Plaza Shopping Center
                                 mortgage loans, see "Description of the
                                 Mortgage Pool--The LaSalle Senior Mortgage
                                 Loans" in this prospectus supplement. With
                                 respect to Mortgage Loan No. 197, Jones Road
                                 Shopping Center, the related mortgaged property
                                 also secures, on a subordinated basis, a B note
                                 that is not included in the trust. For
                                 additional information on the Jones Road
                                 Shopping Center mortgage loan, see "Description
                                 of the Mortgage Pool--The Jones Road Shopping
                                 Center Mortgage Loan" in this prospectus
                                 supplement.

                                 As of the cut-off date, the balances of the
                                 mortgage loans in the mortgage pool range from
                                 approximately $609,429 to approximately
                                 $250,000,000 and the mortgage loans are assumed
                                 to have an approximate average balance of
                                 $10,149,842.


                                      S-9



                                 For purposes of calculating distributions on
                                 certain classes of certificates, the mortgage
                                 loans in the pool of mortgage loans backing the
                                 offered certificates will be divided into a
                                 loan group 1 and a loan group 2.

                                 Loan group 1 will consist of all of the
                                 mortgage loans that are secured by property
                                 types other than multifamily properties,
                                 together with 3 mortgage loans that are secured
                                 by multifamily properties, 8 mortgage loans
                                 that are secured by mixed use properties and 3
                                 manufactured housing community properties. Loan
                                 group 1 will consist of 192 mortgage loans,
                                 with an initial outstanding loan group 1
                                 balance of $2,199,957,885, which may vary up to
                                 5%. Loan group 1 represents approximately 80.6%
                                 of the initial outstanding pool balance.

                                 Loan group 2 will consist of 72 of the mortgage
                                 loans that are secured by multifamily
                                 properties, 4 mortgage loans that are secured
                                 by manufactured housing community properties
                                 and 1 mortgage loan that is secured by a mixed
                                 use property and has an initial outstanding
                                 loan group 2 balance of $530,349,644, which may
                                 vary up to 5%. Loan group 2 represents
                                 approximately 19.4% of the initial outstanding
                                 pool balance and approximately 82.8% of the
                                 principal balance of all the mortgage loans
                                 secured by multifamily and manufactured housing
                                 community properties.

                                 As of the cut-off date, the balances of the
                                 mortgage loans in loan group 1 range from
                                 approximately $950,000 to approximately
                                 $250,000,000 and the mortgage loans in loan
                                 group 1 are assumed to have an approximate
                                 average balance of $11,458,114. As of the
                                 cut-off date, the balances of the mortgage
                                 loans in loan group 2 range from approximately
                                 $609,249 to approximately $49,000,000 and the
                                 mortgage loans in loan group 2 are assumed to
                                 have an approximate average balance of
                                 $6,887,658.

                           RELEVANT PARTIES AND DATES

ISSUING ENTITY................   Morgan Stanley Capital I Trust 2006-IQ12, a New
                                 York common law trust, will issue the
                                 certificates. The trust will be formed pursuant
                                 to the pooling and servicing agreement between
                                 the depositor, the master servicers, the
                                 special servicer, the trustee and the paying
                                 agent. See "Transaction Parties--The Issuing
                                 Entity" in this prospectus supplement.

DEPOSITOR.....................   Morgan Stanley Capital I Inc., a Delaware
                                 corporation, is the depositor. As depositor,
                                 Morgan Stanley Capital I Inc. will acquire the
                                 mortgage loans from the mortgage loan sellers
                                 and deposit them into the trust. Morgan Stanley
                                 Capital I Inc. is an affiliate of Morgan
                                 Stanley Mortgage Capital Inc., a sponsor of
                                 this transaction and a mortgage loan seller,
                                 and Morgan Stanley & Co. Incorporated, one of
                                 the underwriters. See "Transaction Parties--The
                                 Depositor" in this prospectus supplement.

MASTER SERVICERS..............   Capmark Finance Inc., formerly known as GMAC
                                 Commercial Mortgage Corporation ("Capmark"), a
                                 California corporation, will act as master
                                 servicer under the Pooling and Servicing
                                 Agreement with respect to all of the mortgage
                                 loans other than the mortgage loans sold by
                                 Prudential Mortgage Capital Funding, LLC
                                 ("PMCF"). Capmark will also act as master
                                 servicer with respect to the subordinate notes
                                 (which are not included in the trust, but which
                                 are serviced under the


                                      S-10



                                 pooling and servicing agreement). Prudential
                                 Asset Resources, Inc. will act as master
                                 servicer with respect to the PMCF mortgage
                                 loans. See "Servicing of the Mortgage
                                 Loans--General" and "Transaction
                                 Parties--Master Servicers" in this prospectus
                                 supplement. The master servicers will be
                                 primarily responsible for servicing and
                                 administering, directly or through
                                 sub-servicers, mortgage loans (a) as to which
                                 there is no default or reasonably foreseeable
                                 default that would give rise to a transfer of
                                 servicing to the special servicer and (b) as to
                                 which any such default or reasonably
                                 foreseeable default has been corrected,
                                 including as part of a work out. In addition,
                                 the master servicers will be primarily
                                 responsible for making principal and interest
                                 advances and servicing advances under the
                                 pooling and servicing agreement.

                                 The master servicing fee in any month is an
                                 amount equal to the product of the portion of
                                 the per annum master servicing fee rate
                                 applicable to that month, determined in the
                                 same manner as the applicable mortgage rate is
                                 determined for each mortgage loan for that
                                 month, and the scheduled principal balance of
                                 each mortgage loan. The master servicing fee
                                 rate (including any sub-servicing or primary
                                 servicing fees) for Capmark will range, on a
                                 loan-by-loan basis, from 2.0% per annum to
                                 14.5% per annum, which amount is inclusive of
                                 the excess servicing fee. The master servicing
                                 fee rate (including any sub-servicing or
                                 primary servicing fee) for Prudential Asset
                                 Resources, Inc. will equal 2.0% per annum to
                                 9.0% per annum, which amount is inclusive of
                                 the excess servicing fee. In addition, the
                                 master servicers will be entitled to retain
                                 certain borrower-paid fees and certain income
                                 from investment of certain accounts maintained
                                 as part of the trust fund, as additional
                                 servicing compensation.

                                 See "Description of the Offered
                                 Certificates--Distributions--Fees and Expenses"
                                 and "Servicing of the Mortgage Loans--The
                                 Master Servicers--Master Servicer Compensation"
                                 in this prospectus supplement.

PRIMARY SERVICERS.............   Babson Capital Management LLC, a Delaware
                                 limited liability company and a subsidiary of
                                 Massachusetts Mutual Life Insurance Company,
                                 will act as primary servicer with respect to
                                 those mortgage loans sold to the trust by
                                 Massachusetts Mutual Life Insurance Company.
                                 SunTrust Bank (an affiliate of one of the
                                 underwriters) will act as primary servicer with
                                 respect to those mortgage loans that it has
                                 sold to the trust. Each master servicer will
                                 pay the fees of its related primary servicer or
                                 servicers.

                                 See "Servicing of the Mortgage Loans--General"
                                 and "Transaction Parties--The Primary
                                 Servicers" in this prospectus supplement.

SPECIAL SERVICER..............   ARCap Servicing, Inc., a Delaware corporation
                                 and an affiliate of the initial operating
                                 adviser, will act as special servicer with
                                 respect to all of the mortgage loans in the
                                 trust and with respect to the subordinate notes
                                 (which are not included in the trust, but which
                                 are serviced under the pooling and servicing
                                 agreement). Generally, the special servicer
                                 will service a mortgage loan upon the
                                 occurrence of certain events that cause that
                                 mortgage loan to become a "specially serviced
                                 mortgage loan." The special servicer's
                                 principal compensation for their special
                                 servicing activities will be the special
                                 servicing fee, the workout fee and the
                                 liquidation fee. See "Servicing of the Mortgage
                                 Loans--General" and "Transaction Parties--The
                                 Special Servicer" in this prospectus
                                 supplement.


                                      S-11



                                 The special servicing fee is an amount equal
                                 to, in any month, the product of the portion of
                                 a rate equal to 0.25% per annum applicable to
                                 that month, determined in the same manner as
                                 the applicable mortgage rate is determined for
                                 each specially serviced mortgage loan (or each
                                 subordinate note (which is not included in the
                                 trust, but which is serviced under the pooling
                                 and servicing agreement), if it is being
                                 specially serviced) for that month, and the
                                 scheduled principal balance of each specially
                                 serviced mortgage loan (or each subordinate
                                 note, if it is being specially serviced).

                                 The liquidation fee means, generally, 1.00% of
                                 the liquidation proceeds received in connection
                                 with a final disposition of a specially
                                 serviced mortgage loan (or a subordinate note,
                                 if it is being specially serviced or related
                                 REO property) or REO property or portion
                                 thereof and any condemnation proceeds and
                                 insurance proceeds received by the trust (net
                                 of any expenses incurred by the special
                                 servicer on behalf of the trust in connection
                                 with the collection of the condemnation
                                 proceeds and insurance proceeds).

                                 The workout fee is a fee payable with respect
                                 to any rehabilitated mortgage loan (which means
                                 a specially serviced mortgage loan (or a
                                 subordinate note, if it is being specially
                                 serviced) as to which three consecutive
                                 scheduled payments have been made, there is no
                                 other event causing it to constitute a
                                 specially serviced mortgage loan, and certain
                                 other conditions have been met) equal to 1.00%
                                 of the amount of each collection of interest
                                 (other than default interest and any excess
                                 interest) and principal received (including any
                                 condemnation proceeds received and applied as a
                                 collection of the interest and principal) on
                                 such mortgage loan (or such subordinate note,
                                 as applicable) or for so long as it remains a
                                 rehabilitated mortgage loan.

                                 In addition, the special servicer will be
                                 entitled to retain certain borrower-paid fees
                                 and certain income from investment of certain
                                 accounts maintained as part of the trust fund,
                                 as additional servicing compensation.

                                 See "Description of the Offered
                                 Certificates--Distributions--Fees and Expenses"
                                 and "Servicing of the Mortgage Loans--The
                                 Special Servicer--Special Servicer
                                 Compensation" in this prospectus supplement.

TRUSTEE ......................   Wells Fargo Bank, N.A., will act as trustee of
                                 the trust on behalf of the Series 2006-IQ12
                                 certificateholders. See "Transaction
                                 Parties--The Trustee" in this prospectus
                                 supplement. In addition, the trustee will be
                                 primarily responsible for back-up advancing if
                                 the master servicers fail to perform their
                                 advancing obligations. Following the transfer
                                 of the underlying mortgage loans into the
                                 trust, the trustee, on behalf of the trust,
                                 will become the holder of each mortgage loan
                                 transferred to the trust.

                                 The trustee fee is an amount equal to, in any
                                 month, the product of the portion of a rate
                                 equal to 0.00075% per annum applicable to that
                                 month, determined in the same manner as the
                                 applicable mortgage rate is determined for each
                                 mortgage loan for that month, and the scheduled
                                 principal balance of each mortgage loan.

                                 See "Description of the Offered
                                 Certificates--Distributions--Fees and Expenses"
                                 in this prospectus supplement.


                                      S-12



PAYING AGENT..................   LaSalle Bank National Association will act as
                                 the paying agent, certificate registrar and
                                 authenticating agent for the certificates. The
                                 paying agent will also have, or be responsible
                                 for appointing an agent to perform, additional
                                 duties with respect to tax administration of
                                 the issuing entity. A portion of the trustee
                                 fee is payable to the paying agent. See
                                 "Transaction Parties--The Paying Agent,
                                 Certificate Registrar and Authenticating Agent"
                                 in this prospectus supplement.

                                 See "Description of the Offered
                                 Certificates--Distributions--Fees and Expenses"
                                 in this prospectus supplement.

OPERATING ADVISER.............   The holders of certificates representing more
                                 than 50% of the aggregate certificate balance
                                 of the most subordinate class of certificates
                                 outstanding at any time of determination, or,
                                 if the certificate balance of that class of
                                 certificates is less than 25% of the initial
                                 certificate balance of that class, the next
                                 most subordinate class of certificates, may
                                 appoint a representative to act as operating
                                 adviser for the purposes described in this
                                 prospectus supplement. The initial operating
                                 adviser will be ARCap REIT, Inc., an affiliate
                                 of the special servicer. With respect to each
                                 of Mortgage Loan No. 25, Natick Mall, Mortgage
                                 Loan No. 105, Harbor Pointe, Mortgage Loan No.
                                 108, Creekwood Landing, Mortgage Loan No. 116,
                                 Colony Oaks by the Bay Apartments, Mortgage
                                 Loan No. 158, Arizona Commons II, Mortgage Loan
                                 No. 176, Leisure Village MHC, Mortgage Loan No.
                                 197, Jones Road Shopping Center and Mortgage
                                 Loan No. 297, Huntingdon Plaza Shopping Center,
                                 the holder of the related subordinate note or
                                 notes will initially be entitled to exercise
                                 certain rights of the operating adviser. See
                                 "Description of the Mortgage Pool--The Natick
                                 Mall Mortgage Loan," "and--The Jones Road
                                 Shopping Center Mortgage Loan" and "--The
                                 LaSalle Senior Mortgage Loans" in this
                                 prospectus supplement.

SPONSORS......................   LaSalle Bank National Association, a national
                                 banking association, Morgan Stanley Mortgage
                                 Capital Inc., a New York corporation and
                                 Prudential Mortgage Capital Funding, LLC, a
                                 Delaware limited liability company, are
                                 sponsors of this transaction. As sponsors,
                                 LaSalle Bank National Association, Morgan
                                 Stanley Mortgage Capital Inc. and Prudential
                                 Mortgage Capital Funding, LLC have organized
                                 and initiated the transactions in which the
                                 certificates will be issued and will sell
                                 mortgage loans to the depositor. The depositor
                                 will transfer the mortgage loans to the trust,
                                 and the trust will then issue the certificates.
                                 LaSalle Bank National Association is a
                                 subsidiary of LaSalle Bank Corporation, which
                                 is a subsidiary of ABN AMRO North America
                                 Holding Company, which is a subsidiary of ABN
                                 AMRO Bank N.V., a bank organized under the laws
                                 of the Netherlands. It is also the parent of
                                 LaSalle Financial Services, Inc., one of the
                                 underwriters. It will also serve as certificate
                                 registrar, authenticating agent and paying
                                 agent. Morgan Stanley Mortgage Capital Inc. is
                                 an affiliate of the depositor and Morgan
                                 Stanley & Co. Incorporated, one of the
                                 underwriters. Prudential Mortgage Capital
                                 Funding, LLC is an affiliate of Prudential
                                 Mortgage Capital Company, LLC, one of the
                                 originators, and an affiliate of one of the
                                 master servicers, Prudential Asset Resources,
                                 Inc. See "Transaction Parties--The Sponsors,
                                 Mortgage Loan Sellers and Originators" in this
                                 prospectus supplement.

MORTGAGE LOAN SELLERS.........   LaSalle Bank National Association, as to 146
                                 mortgage loans (which include 111 mortgage
                                 loans in loan group 1 and 35 mortgage loans in
                                 loan group 2), representing 43.4% of the
                                 initial outstanding pool


                                      S-13



                                 balance (and representing 44.3% of the initial
                                 outstanding loan group 1 balance and 39.8% of
                                 the initial outstanding loan group 2 balance).

                                 Morgan Stanley Mortgage Capital Inc., as to 48
                                 mortgage loans (which include 43 mortgage loans
                                 in loan group 1 and 5 mortgage loans in loan
                                 group 2), representing 36.2% of the initial
                                 outstanding pool balance (and representing
                                 41.2% of the initial outstanding loan group 1
                                 balance and 15.6% of the initial outstanding
                                 loan group 2 balance).

                                 Prudential Mortgage Capital Funding, LLC, as to
                                 19 mortgage loans (which include 16 mortgage
                                 loans in loan group 1 and 3 mortgage loans in
                                 loan group 2), representing 9.4% of the initial
                                 outstanding pool balance (and representing 9.2%
                                 of the initial outstanding loan group 1 balance
                                 and 10.1% of the initial outstanding loan group
                                 2 balance).

                                 SunTrust Bank, as to 30 mortgage loans (which
                                 include 22 mortgage loans in loan group 1 and 8
                                 mortgage loans in loan group 2), representing
                                 6.7% of the initial outstanding pool balance
                                 (and representing 5.2% of the initial
                                 outstanding loan group 1 balance and 13.0% of
                                 the initial outstanding loan group 2 balance).

                                 Massachusetts Mutual Life Insurance Company, as
                                 to 26 mortgage loans, representing 4.2% of the
                                 initial outstanding pool balance (and
                                 representing 21.5% of the initial outstanding
                                 loan group 2 balance).

                                 See "Transaction Parties--The Sponsors,
                                 Mortgage Loan Sellers and Originators" in this
                                 prospectus supplement.

ORIGINATORS...................   Each mortgage loan seller or its affiliate
                                 originated the mortgage loans as to which it is
                                 acting as mortgage loan seller. See
                                 "Transaction Parties--The Sponsors, Mortgage
                                 Loan Sellers and Originators" in this
                                 prospectus supplement.

UNDERWRITERS..................   LaSalle Financial Services, Inc., Morgan
                                 Stanley & Co. Incorporated, Greenwich Capital
                                 Markets, Inc., Merrill Lynch, Pierce, Fenner &
                                 Smith Incorporated and SunTrust Capital
                                 Markets, Inc. LaSalle Financial Services, Inc.
                                 will be a co-lead manager and is a subsidiary
                                 of LaSalle Bank National Association, which is
                                 one of the sponsors, mortgage loan sellers and
                                 originators and the certificate registrar,
                                 authenticating agent and paying agent. Morgan
                                 Stanley & Co. Incorporated will be co-lead
                                 manager and sole book runner and is an
                                 affiliate of Morgan Stanley Mortgage Capital
                                 Inc., one of the sponsors, mortgage loan
                                 sellers and originators, and of the depositor.
                                 SunTrust Capital Markets, Inc. is an affiliate
                                 of SunTrust Bank, one of the mortgage loans
                                 sellers and originators.

CUT-OFF DATE..................   December 1, 2006. For purposes of the
                                 information contained in this prospectus
                                 supplement (including the appendices to this
                                 prospectus supplement), scheduled payments due
                                 in December 2006 with respect to mortgage loans
                                 not having payment dates on the first of each
                                 month have been deemed received on December 1,
                                 2006, not the actual day on which those
                                 scheduled payments are due. All references to
                                 the "cut-off date" with respect to any mortgage
                                 loan characteristics (including any numerical
                                 or statistical information) contained in this
                                 prospectus supplement are based on an
                                 assumption that all scheduled payments will be
                                 made on the respective due date and that no
                                 unscheduled prepayments are made.


                                      S-14



CLOSING DATE..................   On or about December 21, 2006.

DETERMINATION DATE............   With respect to any distribution date and any
                                 of the mortgage loans other than the mortgage
                                 loans contributed to the trust by Massachusetts
                                 Mutual Life Insurance Company, the earlier of
                                 (i) the 10th day of the month in which such
                                 distribution date occurs or, if such day is not
                                 a business day, the next preceding business day
                                 and (ii) the 5th business day prior to the
                                 related distribution date.

                                 With respect to any distribution date and any
                                 of the mortgage loans contributed to the trust
                                 by Massachusetts Mutual Life Insurance Company,
                                 the 10th day of the month in which such
                                 Distribution Date occurs or, if such day is not
                                 a business day, the next succeeding business
                                 day.

DISTRIBUTION DATE.............   The 15th of each month (or if the 15th is not a
                                 business day, the next succeeding business
                                 day), commencing January 16, 2007.

RECORD DATE...................   With respect to each distribution date, the
                                 close of business on the last business day of
                                 the preceding calendar month.

EXPECTED FINAL DISTRIBUTION
   DATES......................
                                        Class A-1    October 15, 2011
                                        Class A-1A   December 15, 2016
                                        Class A-2    October 15, 2011
                                        Class A-NM   November 15, 2011
                                        Class A-3    November 15, 2013
                                        Class A-AB   February 15, 2016
                                        Class A-4    November 15, 2016
                                        Class A-M    December 15, 2016
                                        Class A-J    December 15, 2016
                                        Class B      December 15, 2016
                                        Class C      December 15, 2016
                                        Class D      December 15, 2016
                                        Class E      December 15, 2016
                                        Class F      December 15, 2016

                                 The expected final distribution date for each
                                 class of certificates is the date on which that
                                 class is expected to be paid in full, assuming
                                 no delinquencies, losses, modifications,
                                 extensions of maturity dates, repurchases or
                                 prepayments of the mortgage loans after the
                                 initial issuance of the certificates and
                                 according to the Structuring Assumptions.
                                 Mortgage loans with anticipated repayment dates
                                 are assumed to repay in full on those dates.

RATED FINAL DISTRIBUTION
   DATE.......................   As to each class of offered certificates, the
                                 distribution date in December 2043.

                              OFFERED CERTIFICATES

GENERAL ......................   Morgan Stanley Capital I Inc. is offering the
                                 following 14 classes of its Series 2006-IQ12
                                 Commercial Mortgage Pass-Through Certificates:

                                 o    Class A-l

                                 o    Class A-1A

                                 o    Class A-2


                                      S-15



                                 o    Class A-NM

                                 o    Class A-3

                                 o    Class A-AB

                                 o    Class A-4

                                 o    Class A-M

                                 o    Class A-J

                                 o    Class B

                                 o    Class C

                                 o    Class D

                                 o    Class E

                                 o    Class F

                                 The entire series will consist of a total of 32
                                 classes, the following 18 of which are not
                                 being offered by this prospectus supplement and
                                 the accompanying prospectus: Class X-1, Class
                                 X-2, Class X-W, Class G, Class H, Class J,
                                 Class K, Class L, Class M, Class N, Class O,
                                 Class P, Class Q, Class S, Class EI, Class R-I,
                                 Class R-II and Class R-III.

CERTIFICATE BALANCE...........   Your certificates will have the approximate
                                 aggregate initial certificate balance presented
                                 in the chart below and this balance below may
                                 vary by up to 5% on the closing date. Mortgage
                                 loans may be removed from or added to the
                                 mortgage pool prior to the closing date within
                                 such maximum permitted variance. Any reduction
                                 or increase in the number of mortgage loans
                                 within these parameters will result in
                                 consequential changes to the initial
                                 certificate balance of each class of offered
                                 certificates and to the other statistical data
                                 contained in this prospectus supplement:

                                         Class A-1    $ 55,400,000
                                         Class A-1A   $530,349,000
                                         Class A-2    $ 70,200,000
                                         Class A-NM   $225,000,000
                                         Class A-3    $ 44,500,000
                                         Class A-AB   $ 88,200,000
                                         Class A-4    $897,566,000
                                         Class A-M    $273,031,000
                                         Class A-J    $242,314,000
                                         Class B      $ 17,065,000
                                         Class C      $ 44,367,000
                                         Class D      $ 27,303,000
                                         Class E      $ 13,652,000
                                         Class F      $ 23,890,000

                                 The certificate balance at any time is the
                                 maximum amount of principal distributable to a
                                 class and is subject to adjustment on each
                                 distribution date to reflect any reductions
                                 resulting from distributions of principal to
                                 that class or any allocations of losses to that
                                 class.

                                 The Class X Certificates, which are private
                                 certificates, will not have certificate
                                 balances; each such class of certificates will
                                 instead


                                      S-16



                                 represent the right to receive distributions of
                                 interest accrued as described in this
                                 prospectus supplement on a notional amount. The
                                 notional amount of each of the Class X-1 and
                                 Class X-W Certificates will be equal to 50% of
                                 the aggregate of the certificate balances of
                                 the classes of certificates (other than the
                                 Class X-1, Class X-2, Class X-W, Class EI,
                                 Class R-I, Class R-II and Class R-III
                                 Certificates) outstanding from time to time.

                                 The notional amount of the Class X-2
                                 Certificates will be equal to:

                                 o    during the period from the closing date
                                      through and including the distribution
                                      date occurring in December 2007, the sum
                                      of (a) the lesser of $24,304,000 and 50%
                                      of the certificate balance of the Class
                                      A-1 Certificates outstanding from time to
                                      time, (b) the lesser of $263,360,500 and
                                      50% of the certificate balance of the
                                      Class A-1A Certificates outstanding from
                                      time to time and (c) 50% of the aggregate
                                      of the certificate balances of the Class
                                      A-2, Class A-NM, Class A-3, Class A-AB,
                                      Class A-4, Class A-M, Class A-J, Class B,
                                      Class C, Class D, Class E, Class F, Class
                                      G, Class H, Class J, Class K, Class L,
                                      Class M and Class N Certificates
                                      outstanding from time to time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2007 through and including the
                                      distribution date occurring in December
                                      2008, the sum of (a) the lesser of
                                      $251,893,500 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $16,311,500 and 50% of the
                                      certificate balance of the Class A-2
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-NM,
                                      Class A-3, Class A-AB, Class A-4, Class
                                      A-M, Class A-J, Class B, Class C, Class D,
                                      Class E, Class F, Class G, Class H, Class
                                      J, Class K, Class L and Class M
                                      Certificates outstanding from time to time
                                      and (d) the lesser of $1,002,000 and 50%
                                      of the certificate balance of the Class N
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2008 through and including the
                                      distribution date occurring in December
                                      2009, the sum of (a) the lesser of
                                      $239,955,500 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $12,180,000 and 50% of the
                                      certificate balance of the Class A-3
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-AB,
                                      Class A-4, Class A-M, Class A-J, Class B,
                                      Class C, Class D, Class E, Class F, Class
                                      G and Class H Certificates outstanding
                                      from time to time and (d) the lesser of
                                      $9,909,000 and 50% of the certificate
                                      balance of the Class J Certificates
                                      outstanding from time to time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2009 through and including the
                                      distribution date occurring in December
                                      2010, the sum of (a) the lesser of
                                      $225,451,000 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $11,840,500 and 50% of the
                                      certificate balance of the Class A-AB
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-4,
                                      Class A-M, Class A-J, Class B, Class C,
                                      Class D, Class E and Class F


                                      S-17



                                      Certificates outstanding from time to time
                                      and (d) the lesser of $10,488,500 and 50%
                                      of the certificate balance of the Class G
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2010 through and including the
                                      distribution date occurring in December
                                      2011, the sum of (a) the lesser of
                                      $196,708,500 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $394,427,500 and 50% of the
                                      certificate balance of the Class A-4
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-M,
                                      Class A-J, Class B, Class C, Class D and
                                      Class E Certificates outstanding from time
                                      to time and (d) the lesser of $946,500 and
                                      50% of the certificate balance of the
                                      Class F Certificates outstanding from time
                                      to time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2011 through and including the
                                      distribution date occurring in December
                                      2012, the sum of (a) the lesser of
                                      $186,993,500 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $344,148,000 and 50% of the
                                      certificate balance of the Class A-4
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-M,
                                      Class A-J, Class B and Class C
                                      Certificates outstanding from time to time
                                      and (d) the lesser of $2,359,500 and 50%
                                      of the certificate balance of the Class D
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in December
                                      2012 through and including the
                                      distribution date occurring in December
                                      2013, the sum of (a) the lesser of
                                      $170,426,000 and 50% of the certificate
                                      balance of the Class A-1A Certificates
                                      outstanding from time to time, (b) the
                                      lesser of $294,358,000 and 50% of the
                                      certificate balance of the Class A-4
                                      Certificates outstanding from time to
                                      time, (c) 50% of the aggregate of the
                                      certificate balances of the Class A-M,
                                      Class A-J and Class B Certificates
                                      outstanding from time to time and (d) the
                                      lesser of $7,284,000 and 50% of the
                                      certificate balance of the Class C
                                      Certificates outstanding from time to
                                      time; and

                                 o    following the distribution date occurring
                                      in December 2013, $0.

                                 The notional amount of each of the Class X-1,
                                 Class X-2 and Class X-W Certificates will be
                                 reduced on each distribution date by certain
                                 distributions of principal actually made on,
                                 and certain losses actually allocated to any
                                 class of certificates (other than the Class
                                 X-1, Class X-2, Class X-W, Class EI, Class R-I,
                                 Class R-II and Class R-III Certificates)
                                 outstanding from time to time.

                                 Upon initial issuance, the aggregate notional
                                 amount of each of the Class X-1 and Class X-W
                                 Certificates will be $1,365,153,764, subject to
                                 a permitted variance of plus or minus 5%. Upon
                                 initial issuance, the aggregate notional amount
                                 of the Class X-2 Certificates will be
                                 $1,339,466,000, subject to a permitted variance
                                 of plus or minus 5%. The notional amounts of
                                 each Class X Certificate are used solely for
                                 the purpose of determining the amount of
                                 interest to be distributed on


                                      S-18



                                 that certificate and does not represent the
                                 right to receive any distributions of
                                 principal.

PASS-THROUGH RATES............   Your certificates will accrue interest at an
                                 annual rate called a pass-through rate. The
                                 following table lists the approximate initial
                                 pass-through rates for each class of offered
                                 certificates:

                                           Class A-1    _____%
                                           Class A-1A   _____%
                                           Class A-2    _____%
                                           Class A-NM   _____%
                                           Class A-3    _____%
                                           Class A-AB   _____%
                                           Class A-4    _____%
                                           Class A-M    _____%
                                           Class A-J    _____%
                                           Class B      _____%
                                           Class C      _____%
                                           Class D      _____%
                                           Class E      _____%
                                           Class F      _____%

                                 Interest on your certificates will be
                                 calculated on the basis of a 360-day year
                                 consisting of twelve 30-day months, also
                                 referred to in this prospectus supplement as a
                                 30/360 basis.

                                 The Class A-1, Class A-1A, Class A-2, Class
                                 A-NM, Class A-3, Class A-AB, Class A-4, Class
                                 A-M, Class A-J, Class B, Class C, Class D,
                                 Class E and Class F Certificates will, at all
                                 times, accrue interest at a per annum rate
                                 equal to (i) a fixed rate, (ii) a fixed rate
                                 subject to a cap equal to the weighted average
                                 net mortgage rate, (iii) a rate equal to the
                                 weighted average net mortgage rate, or (iv) a
                                 rate equal to the weighted average net mortgage
                                 rate less a specified percentage.

                                 The pass-through rate applicable to the Class
                                 X-1 Certificates for each distribution date
                                 subsequent to the initial distribution date
                                 will equal the weighted average of the
                                 respective strip rates (the "Class X-1 Strip
                                 Rates") at which interest accrues from time to
                                 time on the respective components of the total
                                 notional amount of the Class X-1 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% or a lesser designated
                                 portion of the certificate balance of one of
                                 the classes of the certificates with a
                                 principal balance. In general, 50% of the
                                 certificate balance of each class of
                                 certificates with a principal balance will
                                 constitute a separate component of the total
                                 notional amount of the Class X-1 Certificates;
                                 provided that, if a portion, but not more than
                                 50%, of the certificate balance of any
                                 particular class of certificates with a
                                 principal balance is identified as being part
                                 of the total notional amount of the Class X-2
                                 Certificates immediately prior to any
                                 distribution date, then that identified portion
                                 of such certificate balance will also represent
                                 one or more separate components of the total
                                 notional amount of the Class X-1 Certificates
                                 for purposes of calculating the accrual of
                                 interest for the related distribution date, and
                                 the remaining portion of such certificate
                                 balance will represent one or more other
                                 separate components of the Class X-1
                                 Certificates for purposes of calculating the
                                 accrual of interest for the related
                                 distribution date. For any distribution date
                                 occurring in


                                      S-19



                                 or before December 2013, on any particular
                                 component of the total notional amount of the
                                 Class X-1 Certificates immediately prior to the
                                 related distribution date, the applicable Class
                                 X-1 Strip Rate will be calculated as follows:

                                 o    if such particular component consists of
                                      50% of the certificate balance (or a
                                      lesser designated portion of that
                                      certificate balance) of any class of
                                      certificates with a principal balance, and
                                      if such 50% (or that lesser designated
                                      portion) of such certificate balance also
                                      constitutes a component of the total
                                      notional amount of the Class X-2
                                      Certificates immediately prior to the
                                      related distribution date, then the
                                      applicable Class X-1 Strip Rate will equal
                                      the excess, if any, of (a) the weighted
                                      average net mortgage rate for such
                                      distribution date, over (b) the greater of
                                      (i) the rate per annum corresponding to
                                      such distribution date as set forth on
                                      Schedule A attached to the prospectus
                                      supplement and (ii) the pass-through rate
                                      for such distribution date for such class
                                      of certificates with a principal balance;
                                      and

                                 o    if such particular component consists of
                                      50% of the certificate balance (or a
                                      lesser designated portion of that
                                      certificate balance) of any class of
                                      certificates with a principal balance, and
                                      if such 50% (or that lesser designated
                                      portion) of such certificate balance does
                                      not also constitute a component of the
                                      total notional amount of the Class X-2
                                      Certificates immediately prior to the
                                      related distribution date, then the
                                      applicable Class X-1 Strip Rate will equal
                                      the excess, if any, of (a) the weighted
                                      average net mortgage rate for such
                                      distribution date, over (b) the
                                      pass-through rate for such distribution
                                      date for such class of certificates with a
                                      principal balance.

                                 For any distribution date occurring after
                                 December 2013, 50% of the certificate balance
                                 of each class of certificates with a principal
                                 balance will constitute a separate component of
                                 the total notional amount of the Class X-1
                                 Certificates, and the applicable Class X-1
                                 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 rate for such distribution date, over
                                 (b) the pass-through rate for such distribution
                                 date for such class of certificates with a
                                 principal balance.

                                 Under no circumstances will any Class X-1 Strip
                                 Rate be less than zero.

                                 The pass-through rate applicable to the Class
                                 X-2 Certificates for the initial distribution
                                 date will equal approximately ____% per annum.

                                 The pass-through rate applicable to the Class
                                 X-2 Certificates for each distribution date
                                 subsequent to the initial distribution date and
                                 on or before the distribution date in December
                                 2013 will equal the weighted average of the
                                 respective strip rates (the "Class X-2 Strip
                                 Rates") at which interest accrues from time to
                                 time on the respective components of the total
                                 notional amount of the Class X-2 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% or a lesser designated
                                 portion of the certificate balance of a
                                 specified class of certificates with a
                                 principal balance. If 50% or a lesser
                                 designated portion of the certificate balance
                                 of any class of certificates with a principal
                                 balance is identified as being part


                                      S-20



                                 of the total notional amount of the Class X-2
                                 Certificates immediately prior to any
                                 distribution date, then 50% of that certificate
                                 balance (or lesser designated portion of it)
                                 will represent one or more separate components
                                 of the total notional amount of the Class X-2
                                 Certificates for purposes of calculating the
                                 accrual of interest for the related
                                 distribution date. For any distribution date
                                 occurring in or before December 2013, on any
                                 particular component of the total notional
                                 amount of the Class X-2 Certificates
                                 immediately prior to the related distribution
                                 date, the applicable Class X-2 Strip Rate will
                                 equal the excess, if any, of:

                                 o    the lesser of (a) the rate per annum
                                      corresponding to such distribution date as
                                      set forth on Schedule A attached to the
                                      prospectus supplement and (b) the weighted
                                      average net mortgage rate for such
                                      distribution date, over

                                 o    the pass-through rate for such
                                      distribution date for the class of
                                      principal balance certificates that
                                      comprises such component.

                                 Under no circumstances will any Class X-2 Strip
                                 Rate be less than zero.

                                 The pass-through rate applicable to the Class
                                 X-W Certificates for the initial distribution
                                 date will equal approximately ____% per annum.

                                 The pass-through rate applicable to the Class
                                 X-W Certificates for each distribution date
                                 subsequent to the initial distribution date
                                 will equal the weighted average of, with
                                 respect to 50% of each principal balance
                                 certificate, the excess, if any, of (a) the
                                 weighted average net mortgage rate for such
                                 distribution date, over (b) the pass-through
                                 rate for such distribution date of such class
                                 of principal balance certificates.

                                 Under no circumstances will any Class X-W Strip
                                 Rate be less than zero.

                                 The "weighted average net mortgage rate" for a
                                 particular distribution date is a weighted
                                 average of the interest rates on the mortgage
                                 loans minus a weighted average annual
                                 administrative cost rate, which includes the
                                 master servicing fee rate (including any
                                 sub-servicing or primary servicing fees), any
                                 excess servicing fee rate, the primary
                                 servicing fee rate and the trustee fee rate
                                 related to the applicable mortgage loans. The
                                 relevant weighting is based upon the respective
                                 scheduled principal balances of the mortgage
                                 loans as in effect immediately prior to the
                                 relevant distribution date. For purposes of
                                 calculating the weighted average net mortgage
                                 rate, the mortgage loan interest rates of the
                                 mortgage loans will not reflect any default
                                 interest rate. The mortgage loan interest rates
                                 of the mortgage loans will also be determined
                                 without regard to any loan term modifications
                                 agreed to by the special servicer or resulting
                                 from any borrower's bankruptcy or insolvency.
                                 In addition, for purposes of calculating the
                                 weighted average net mortgage rate, if a
                                 mortgage loan does not accrue interest on a
                                 30/360 basis, its interest rate for any month
                                 will, in general, be deemed to be the rate per
                                 annum that, when calculated on a 30/360 basis,
                                 will produce the amount of interest that
                                 actually accrues on that mortgage loan in that
                                 month and as further adjusted as described in
                                 this prospectus supplement.


                                      S-21



(1) DISTRIBUTIONS

A. AMOUNT AND ORDER OF
   DISTRIBUTIONS..............   On each distribution date, funds available for
                                 distribution from the mortgage loans, net of
                                 specified trust expenses, including all
                                 servicing fees, trustee fees and related
                                 compensation, will be distributed in the
                                 following amounts and priority:

                                 Step l/Class A Senior, Class X-1, Class X-2 and
                                 Class X-W: To interest, concurrently,

                                 o    on Classes A-1, A-2, A-NM, A-3, A-AB and
                                      A-4 from the portion of the available
                                      distribution amount for the applicable
                                      distribution date that is attributable to
                                      the mortgage loans in loan group 1, pro
                                      rata, in accordance with their interest
                                      entitlements,

                                 o    on Class A-1A, from the portion of the
                                      available distribution amount for the
                                      applicable distribution date that is
                                      attributable to the mortgage loans in loan
                                      group 2, and

                                 o    on Class X-1, Class X-2 and Class X-W,
                                      from the available distribution amount in
                                      accordance with their interest
                                      entitlements.

                                 However, if on any distribution date, the
                                 available distribution amount (or applicable
                                 portion thereof) is insufficient to pay in full
                                 the total amount of interest to be paid to any
                                 of the Class A Senior, Class X-1, Class X-2 or
                                 Class X-W Certificates on that distribution
                                 date as described above, the available
                                 distribution amount will be allocated among all
                                 these classes pro rata in accordance with their
                                 interest entitlements for that distribution
                                 date, without regard to loan group.

                                 Step 2/Class A Senior: To the extent of amounts
                                 then required to be distributed as principal,
                                 concurrently,

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

                                 o    first, to the Class A-NM Certificates,
                                      from the portion of such amounts
                                      attributable to voluntary prepayments with
                                      respect to the Natick Mall mortgage loan,
                                      until the Class A-NM Certificates are
                                      reduced to zero,

                                 o    second, to the Class A-AB Certificates,
                                      from the portion of such amounts
                                      attributable to loan group 1 (other than
                                      voluntary prepayments collected with
                                      respect to the Natick Mall mortgage loan)
                                      and, after the principal balance of the
                                      Class A-1A Certificates has been reduced
                                      to zero, the portion of such amounts
                                      attributable to loan group 2 remaining
                                      after payments to the Class A-1A
                                      Certificates have been made on the
                                      applicable distribution date, and, after
                                      the principal balance of the Class A-NM
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      voluntary prepayments collected with
                                      respect to the Natick Mall mortgage loan
                                      remaining after payments to the Class A-NM
                                      Certificates have been made on the
                                      applicable distribution date, until the
                                      Class A-AB Certificates are reduced to
                                      their "Planned Principal Balance," as set
                                      forth on Schedule C to this prospectus
                                      supplement,


                                      S-22



                                 o    third, to the Class A-1 Certificates, from
                                      the portion of such amounts attributable
                                      to loan group 1 (other than voluntary
                                      prepayments collected with respect to the
                                      Natick Mall mortgage loan) and, after the
                                      principal balance of the Class A-1A
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      loan group 2 remaining after payments to
                                      the Class A-1A and Class A-AB (in respect
                                      of its Planned Principal Balance)
                                      Certificates have been made on the
                                      applicable distribution date and, after
                                      the principal balance of the Class A-NM
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      voluntary prepayments collected with
                                      respect to the Natick Mall mortgage loan
                                      remaining after payments to the Class A-NM
                                      and Class A-AB (in respect of its Planned
                                      Principal Balance) Certificates have been
                                      made on the applicable distribution date,
                                      until the Class A-1 Certificates are
                                      reduced to zero,

                                 o    fourth, to the Class A-2 Certificates,
                                      from the portion of such amounts
                                      attributable to loan group 1 (other than
                                      voluntary prepayments collected with
                                      respect to the Natick Mall mortgage loan)
                                      and, after the principal balance of the
                                      Class A-1A Certificates has been reduced
                                      to zero, the portion of such amounts
                                      attributable to loan group 2 remaining
                                      after payments to the Class A-1A, Class
                                      A-AB (in respect of its Planned Principal
                                      Balance) and Class A-1 Certificates have
                                      been made on the applicable distribution
                                      date and, after the principal balance of
                                      the Class A-NM Certificates has been
                                      reduced to zero, the portion of such
                                      amounts attributable to voluntary
                                      prepayments collected with respect to the
                                      Natick Mall mortgage loan remaining after
                                      payments to the Class A-NM, Class A-AB (in
                                      respect of its Planned Principal Balance)
                                      and Class A-1 Certificates have been made
                                      on the applicable distribution date, until
                                      the Class A-2 Certificates are reduced to
                                      zero,

                                 o    fifth, to the Class A-NM Certificates,
                                      from the portion of such amounts
                                      attributable to loan group 1 and, after
                                      the principal balance of the Class A-1A
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      loan group 2 remaining after payments to
                                      the Class A-1A, Class A-AB (in respect of
                                      its Planned Principal Balance), Class A-1
                                      and Class A-2 Certificates have been made
                                      on the applicable distribution date, until
                                      the Class A-NM Certificates are reduced to
                                      zero,

                                 o    sixth, to the Class A-3 Certificates, from
                                      the portion of such amounts attributable
                                      to loan group 1 and, after the principal
                                      balance of the Class A-1A Certificates has
                                      been reduced to zero, the portion of such
                                      amounts attributable to loan group 2
                                      remaining after payments to the Class
                                      A-1A, Class A-AB (in respect of its
                                      Planned Principal Balance), Class A-1,
                                      Class A-2 and Class A-NM Certificates have
                                      been made on the applicable distribution
                                      date, until the Class A-3 Certificates are
                                      reduced to zero,

                                 o    seventh, to the Class A-AB Certificates,
                                      from the portion of such amounts
                                      attributable to loan group 1 and, after
                                      the principal balance of the Class A-1A
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      loan group 2 remaining after payments to
                                      the Class A-1A, Class A-AB (in respect of
                                      its Planned Principal Balance), Class A-1,
                                      Class A-2, Class A-NM


                                      S-23



                                      and Class A-3 Certificates have been made
                                      on the applicable distribution date, until
                                      the Class A-AB Certificates are reduced to
                                      zero, and

                                 o    eighth, to the Class A-4 Certificates,
                                      from the portion of such amounts
                                      attributable to loan group 1 and, after
                                      the principal balance of the Class A-1A
                                      Certificates has been reduced to zero, the
                                      portion of such amounts attributable to
                                      loan group 2 remaining after payments to
                                      the Class A-1A, Class A-1, Class A-2,
                                      Class A-NM, Class A-3 and Class A-AB
                                      Certificates have been made on the
                                      applicable distribution date, until the
                                      Class A-4 Certificates are reduced to
                                      zero,

                                 (b) to Class A-1A, from the portion of such
                                 amounts attributable to loan group 2 and, after
                                 the principal balance of the Class A-4
                                 Certificates has been reduced to zero, the
                                 portion of such amounts attributable to loan
                                 group 1 remaining after payments to the Class
                                 A-1, Class A-2, Class A-NM, Class A-3, Class
                                 A-AB and Class A-4 Certificates have been made
                                 on the applicable distribution date, until its
                                 principal balance is reduced to zero.

                                 If the principal amount of each class of
                                 principal balance certificates other than
                                 Classes A-1, A-1A, A-2, A-NM, A-3, A-AB and A-4
                                 has been reduced to zero as a result of losses
                                 on the mortgage loans or an appraisal
                                 reduction, principal will be distributed to
                                 Classes A-1, A-1A, A-2, A-NM, A-3, A-AB and
                                 A-4, pro rata, in accordance with their
                                 principal balances.

                                 Step 3/Class A Senior, Class X-1, Class X-2 and
                                 Class X-W: To reimburse Classes A-1, A-1A, A-2,
                                 A-NM, A-3, A-AB and A-4, with respect to
                                 interest only, Class X-1, Class X-2 and Class
                                 X-W, pro rata, for any previously unreimbursed
                                 losses on the mortgage loans that were
                                 previously borne by those classes, together
                                 with interest at the applicable pass-through
                                 rate.

                                 Step 4/Class A-M: To Class A-M as follows: (a)
                                 to interest on Class A-M in the amount of its
                                 interest entitlement; (b) to the extent of
                                 amounts required to be distributed as
                                 principal, to principal on Class A-M in the
                                 amount of its principal entitlement until its
                                 principal balance is reduced to zero; and (c)
                                 to reimburse Class A-M for any previously
                                 unreimbursed losses on the mortgage loans that
                                 were previously borne by that class, together
                                 with interest at the applicable pass-through
                                 rate.

                                 Step 5/Class A-J: To Class A-J in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.

                                 Step 6/Class B: To Class B in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.

                                 Step 7/Class C: To Class C in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.

                                 Step 8/Class D: To Class D in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.

                                 Step 9/Class E: To Class E in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.


                                      S-24



                                 Step 10/Class F: To Class F in a manner
                                 analogous to the Class A-M allocations of Step
                                 4.

                                 Step 11/Subordinate Private Certificates: In
                                 the amounts and order of priority described in
                                 the pooling and servicing agreement.

                                 Each certificateholder will receive its share
                                 of distributions on its class of certificates
                                 on a pro rata basis with all other holders of
                                 certificates of the same class. See
                                 "Description of the Offered
                                 Certificates--Distributions" in this prospectus
                                 supplement.

B. INTEREST AND PRINCIPAL
   ENTITLEMENTS...............   A description of the interest entitlement
                                 payable to each class can be found in
                                 "Description of the Offered
                                 Certificates--Distributions" in this prospectus
                                 supplement. As described in that section, there
                                 are circumstances relating to the timing of
                                 prepayments in which your interest entitlement
                                 for a distribution date could be less than 1
                                 full month's interest at the pass-through rate
                                 on your certificate's principal balance. In
                                 addition, the right of each master servicer,
                                 the special servicer and the trustee to
                                 reimbursement for payment of non-recoverable
                                 advances, payment of compensation and
                                 reimbursement of certain costs and expenses
                                 will be prior to your right to receive
                                 distributions of principal or interest.

                                 The Class X-1, Class X-2 and Class X-W
                                 Certificates will not be entitled to principal
                                 distributions. The amount of principal required
                                 to be distributed on the classes entitled to
                                 principal on a particular distribution date
                                 will, in general, be equal to the sum of:

                                 o    the principal portion of all scheduled
                                      payments, other than balloon payments, to
                                      the extent received or advanced by the
                                      master servicer or other party (in
                                      accordance with the pooling and servicing
                                      agreement) during the related collection
                                      period;

                                 o    all principal prepayments and the
                                      principal portion of balloon payments
                                      received during the related collection
                                      period;

                                 o    the principal portion of other collections
                                      on the mortgage loans received during the
                                      related collection period, such as
                                      liquidation proceeds, condemnation
                                      proceeds, insurance proceeds and income on
                                      "real estate owned"; and

                                 o    the principal portion of proceeds of
                                      mortgage loan repurchases received during
                                      the related collection period;

                                 subject, however, to the adjustments described
                                 in this prospectus supplement. See the
                                 definition of "Principal Distribution Amount"
                                 in the "Glossary of Terms."

C. PREPAYMENT PREMIUMS/YIELD
   MAINTENANCE CHARGES........   The manner in which any prepayment premiums and
                                 yield maintenance charges received during a
                                 particular collection period will be allocated
                                 to the Class X-1, Class X-2 and Class X-W
                                 Certificates, on the one hand, and the classes
                                 of principal balance certificates, on the other
                                 hand, is described in "Description of the
                                 Offered Certificates--Distributions" in this
                                 prospectus supplement.


                                      S-25



(2) SUBORDINATION

A. GENERAL....................   The chart below describes the manner in which
                                 the rights of various classes will be senior to
                                 the rights of other classes. Entitlement to
                                 receive principal and interest (other than
                                 certain excess interest in connection with
                                 hyperamortizing loans) on any distribution date
                                 is depicted in descending order. The manner in
                                 which mortgage loan losses (including interest
                                 other than certain excess interest (over the
                                 amount of interest that would have accrued if
                                 the interest rate did not increase) in
                                 connection with hyperamortizing loans) are
                                 allocated is depicted in ascending order.

                                 -----------------------------------------------
                                 Class A-1, Class A-1A*, Class A-2, Class A-NM*,
                                       Class A-3, Class A-AB**, Class A-4,
                                   Class X-1***, Class X-2*** and Class X-W***
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                    Class A-M
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                    Class A-J
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                     Class B
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                     Class C
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                     Class D
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                     Class E
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                     Class F
                                 -----------------------------------------------
                                                         |
                                 -----------------------------------------------
                                                   Classes G-S
                                 -----------------------------------------------

                                 NO OTHER FORM OF CREDIT ENHANCEMENT WILL BE
                                 AVAILABLE TO YOU AS A HOLDER OF OFFERED
                                 CERTIFICATES.

                                 ----------
                                 *    The Class A-1A Certificates have a
                                      priority entitlement to principal payments
                                      received in respect of mortgage loans
                                      included in loan group 2. The Class A-1,
                                      Class A-2, Class A-NM, Class A-3, Class
                                      A-AB and Class A-4 Certificates have a
                                      priority entitlement to principal payments
                                      (other than, except with respect to the
                                      Class A-NM Certificates, voluntary
                                      prepayments with respect to the Natick
                                      Mall mortgage loan) received in respect of
                                      mortgage loans included in loan group 1.
                                      The Class A-NM Certificates have a
                                      priority entitlement to principal payments
                                      and voluntary prepayments received in
                                      respect of the Natick Mall mortgage loan.
                                      See "Description of the Offered
                                      Certificates--Distributions" in this
                                      prospectus supplement.

                                 **   The Class A-AB Certificates have priority
                                      with respect to receiving distributions of
                                      principal in respect of reducing such
                                      Certificates to their Planned Principal
                                      Balance, as described in the prospectus
                                      supplement.

                                 ***  Interest only certificates. No principal
                                      payments or realized loan losses of
                                      principal will be allocated to the Class
                                      X-1, Class X-2 and Class X-W Certificates.


                                      S-26



B.   SHORTFALLS IN AVAILABLE
     FUNDS....................   The following types of shortfalls in available
                                 funds will reduce amounts available for
                                 distribution and will be allocated in the same
                                 manner as mortgage loan losses:

                                 o    shortfalls resulting from compensation
                                      which the special servicer is entitled to
                                      receive;

                                 o    shortfalls resulting from interest on
                                      advances made by each master servicer, the
                                      special servicer or the trustee, to the
                                      extent not covered by default interest and
                                      late payment charges paid by the borrower;
                                      and

                                 o    shortfalls resulting from a reduction of a
                                      mortgage loan's interest rate by a
                                      bankruptcy court or other modification or
                                      from other unanticipated, extraordinary or
                                      default-related expenses of the trust.

                                 Shortfalls in mortgage loan interest as a
                                 result of the timing of voluntary and
                                 involuntary prepayments (net of certain amounts
                                 required to be used by each master servicer to
                                 offset those shortfalls) will be allocated to
                                 each class of certificates, pro rata, in
                                 accordance with their respective interest
                                 entitlements.

                       INFORMATION ABOUT THE MORTGAGE POOL

(3)  CHARACTERISTICS OF THE MORTGAGE POOL

A.   GENERAL..................   All numerical information in this prospectus
                                 supplement concerning the mortgage loans is
                                 approximate. All weighted average information
                                 regarding the mortgage loans reflects the
                                 weighting of the mortgage loans based upon
                                 their outstanding principal balances as of the
                                 cut-off date, which assumes that no unscheduled
                                 principal payments will be made. With respect
                                 to mortgage loans not having due dates on the
                                 first day of each month, scheduled payments due
                                 in December 2006 have been deemed received on
                                 December 1, 2006. With respect to Mortgage Loan
                                 No. 25, Natick Mall, the related mortgaged
                                 property also secures, on a subordinated basis,
                                 two other mortgage loans that are not included
                                 in the trust. For additional information on the
                                 Natick Mall mortgage loan, see "Description of
                                 the Mortgage Pool--The Natick Mall Mortgage
                                 Loan" in this prospectus supplement. With
                                 respect to each of Mortgage Loan No. 105,
                                 Harbor Pointe, Mortgage Loan No. 108, Creekwood
                                 Landing, Mortgage Loan No. 116, Colony Oaks by
                                 the Bay Apartments, Mortgage Loan No. 158,
                                 Arizona Commons II, Mortgage Loan No. 176,
                                 Leisure Village MHC, and Mortgage Loan No. 297,
                                 Huntingdon Plaza Shopping Center, the related
                                 mortgaged property also secures, on a
                                 subordinated basis, one other mortgage loan
                                 that is not included in the trust. For
                                 additional information on the Harbor Pointe,
                                 Creekwood Landing, Colony Oaks by the Bay
                                 Apartments, Arizona Commons II, Leisure Village
                                 MHC and Huntingdon Plaza Shopping Center
                                 mortgage loans, see "Description of the
                                 Mortgage Pool--The LaSalle Senior Mortgage
                                 Loans" in this prospectus supplement. With
                                 respect to Mortgage Loan No. 197, Jones Road
                                 Shopping Center, the related mortgaged property
                                 also secures, on a subordinated basis, another
                                 mortgage loan that is not included in the
                                 trust. For additional information on the Jones
                                 Road Shopping Center mortgage loan, see
                                 "Description of the Mortgage Pool--The Jones
                                 Road Shopping Center Mortgage Loan" in this
                                 prospectus supplement.


                                      S-27



B.   PRINCIPAL BALANCES.......   The trust's primary assets will be 269 mortgage
                                 loans (which include 192 mortgage loans in loan
                                 group 1 and 77 mortgage loans in loan group 2)
                                 with an aggregate principal balance as of the
                                 cut-off date of approximately $2,730,307,529
                                 (which includes $2,199,957,885 in loan group 1
                                 and $530,349,644 in loan group 2). It is
                                 possible that the aggregate mortgage loan
                                 balance, the initial outstanding loan group 1
                                 balance and the initial outstanding loan group
                                 2 balance will vary by up to 5%. As of the
                                 cut-off date, the principal balance of the
                                 mortgage loans in the mortgage pool range from
                                 approximately $609,429 to approximately
                                 $250,000,000 (and the balances of the mortgage
                                 loans range from approximately $950,000 to
                                 approximately $250,000,000 and from
                                 approximately $609,429 to approximately
                                 $49,000,000 in loan group 1 and loan group 2,
                                 respectively) and the mortgage loans are
                                 assumed to have an approximate average balance
                                 of $10,149,842 (and an approximate average
                                 balance of 11,458,114 in loan group 1 and
                                 $6,887,658 in loan group 2, respectively).

C.   FEE SIMPLE/LEASEHOLD.....   313 mortgaged properties, securing mortgage
                                 loans representing 99.1% of the initial
                                 outstanding pool balance (which include 224
                                 mortgaged properties in loan group 1, securing
                                 mortgage loans representing 98.9% of the
                                 initial outstanding loan group 1 balance, and
                                 89 mortgaged properties in loan group 2,
                                 securing mortgage loans representing 100.0% of
                                 the initial outstanding loan group 2 balance),
                                 are subject to a mortgage, deed of trust or
                                 similar security instrument that creates a
                                 first mortgage lien on a fee simple estate in
                                 the applicable mortgaged properties. 4
                                 mortgaged properties, securing mortgage loans
                                 representing 0.9% of the initial outstanding
                                 pool balance (which include 4 mortgaged
                                 properties in loan group 1, securing mortgage
                                 loans representing 1.1% of the initial
                                 outstanding loan group 1 balance are subject to
                                 a mortgage, deed of trust or similar security
                                 instrument that creates a first mortgage lien
                                 on a leasehold interest in the applicable
                                 mortgaged properties.

D.   PROPERTY TYPES...........   The following table shows how the mortgage
                                 loans are secured by collateral which is
                                 distributed among different types of
                                 properties.



                                                                     PERCENTAGE OF INITIAL   NUMBER OF MORTGAGED
                                                                        OUTSTANDING POOL      PROPERTIES IN THE
                                 PROPERTY TYPE                              BALANCE             MORTGAGE POOL
                                 ---------------------------------   ---------------------   -------------------

                                 Office...........................            28.0%                   53
                                 Multifamily......................            22.1%                   87
                                 Retail...........................            21.3%                   75
                                 Industrial.......................            12.1%                   40
                                 Hospitality......................            10.5%                   24
                                 Mixed Use........................             2.8%                    9
                                 Self Storage.....................             2.2%                   22
                                 Manufactured Housing Community...             1.0%                    7
                                 TOTAL............................             100%                  317


                                 For information regarding the types of
                                 properties securing the mortgage loans included
                                 in loan group 1 or loan group 2, see Appendix I
                                 to this prospectus supplement.

E.   PROPERTY LOCATION........   The number of mortgaged properties, and the
                                 approximate percentage of the initial
                                 outstanding pool balance of the mortgage loans
                                 secured by mortgaged properties located in the
                                 6 states with the highest


                                      S-28



                                 concentrations of mortgaged properties are as
                                 described in the table below:

                                PROPERTY LOCATION



                                                                     PERCENTAGE OF INITIAL   NUMBER OF MORTGAGED
                                                                        OUTSTANDING POOL      PROPERTIES IN THE
                                 STATE                                      BALANCE             MORTGAGE POOL
                                 ---------------------------------   ---------------------   -------------------

                                 California ......................            17.4%                   61
                                    Northern......................            10.8%                   31
                                    Southern......................             6.6%                   30
                                 Massachusetts....................             8.5%                    2
                                 Florida..........................             8.3%                   29
                                 Illinois.........................             7.0%                   10
                                 Pennsylvania.....................             6.3%                    6
                                 Virginia.........................             5.6%                   16


                                 The remaining mortgaged properties are located
                                 throughout 36 states and the District of
                                 Columbia. None of these states has a
                                 concentration of mortgaged properties that
                                 represents security for more than 4.7% of the
                                 initial outstanding pool balance.

                                 For information regarding the location of
                                 properties securing the mortgage loans included
                                 in loan group 1 or loan group 2, see Appendix I
                                 to this prospectus supplement.

F.   OTHER MORTGAGE LOAN
     FEATURES.................   As of the cut-off date, the mortgage loans are
                                 assumed to have the following characteristics:

                                 o    The most recent scheduled payment of
                                      principal and interest on any mortgage
                                      loan was not 30 days or more past due, and
                                      no mortgage loan has been 30 days or more
                                      past due in the past year.

                                 o    31 groups of mortgage loans were made to
                                      the same borrower or to borrowers that are
                                      affiliated with one another through
                                      partial or complete direct or indirect
                                      common ownership (which include 16 groups
                                      of mortgage loans exclusively in loan
                                      group 1 and 13 groups of mortgage loans
                                      exclusively in loan group 2; of these 29
                                      groups, the 3 largest groups represent
                                      2.4%, 1.4% and 1.3%, respectively, of the
                                      initial outstanding pool balance). The
                                      related borrower concentrations of the 3
                                      largest groups exclusively in loan group 1
                                      represent 2.9%, 0.9% and 0.9%,
                                      respectively, of the initial outstanding
                                      loan group 1 balance, and the three
                                      largest groups of mortgage loans
                                      exclusively in loan group 2 represent
                                      7.3%, 6.8% and 4.8%, respectively, of the
                                      initial outstanding loan group 2 balance.
                                      In addition, 2 groups of mortgage loans
                                      were made to the same borrower or
                                      borrowers that are affiliated with one
                                      another through partial or complete direct
                                      or indirect common ownership that have
                                      mortgage loans included in both loan group
                                      1 and loan group 2 and represent 0.9% of
                                      the initial outstanding pool balance. For
                                      additional information with respect to the
                                      loan groups described above, see Appendix
                                      II attached to this prospectus supplement.

                                 o    30 of the mortgaged properties securing
                                      mortgage loans, representing 8.7% of the
                                      initial outstanding pool balance (and
                                      representing 9.7% of the initial
                                      outstanding loan group 1 balance), are
                                      each leased to a single tenant.


                                      S-29



                                 o    All of the mortgage loans bear interest at
                                      fixed rates.

                                 o    No mortgage loan permits negative
                                      amortization or the deferral of accrued
                                      interest (except excess interest that
                                      would accrue in the case of
                                      hyperamortizing loans after the applicable
                                      anticipated repayment date for the related
                                      mortgage loans).

G.   BALLOON LOANS/ARD LOANS..   As of the cut-off date, the mortgage loans are
                                 assumed to have the following additional
                                 characteristics:

                                 o    268 of the mortgage loans, representing
                                      99.9% of the initial outstanding pool
                                      balance (which include 192 mortgage loans
                                      in loan group 1, representing 100.0% of
                                      the initial outstanding loan group 1
                                      balance, and 76 mortgage loans in loan
                                      group 2, representing 99.5% of the initial
                                      outstanding loan group 2 balance), are
                                      "balloon loans" (including the
                                      hyperamortizing loans). For purposes of
                                      this prospectus supplement, we consider a
                                      mortgage loan to be a "balloon loan" if
                                      its principal balance is not scheduled to
                                      be fully or substantially amortized by the
                                      loan's maturity date or anticipated
                                      repayment date, as applicable. Of these
                                      268 mortgage loans, 6 of the mortgage
                                      loans, representing 2.3% of the initial
                                      outstanding pool balance (and representing
                                      2.9% of the initial outstanding loan group
                                      1 balance), are hyperamortizing loans that
                                      provide for an increase in the mortgage
                                      rate and/or principal amortization at a
                                      specified date prior to stated maturity.
                                      These loans are structured to encourage
                                      the borrower to repay the loan in full by
                                      the specified date (which is prior to the
                                      loan's stated maturity date) upon which
                                      these increases occur.

                                 o    The remaining 1 mortgage loan,
                                      representing 0.1% of the initial
                                      outstanding pool balance (which is in loan
                                      group 2, representing 0.5% of the initial
                                      outstanding loan group 2 balance), is
                                      fully amortizing and is expected to have
                                      less than 5% of the original principal
                                      balance outstanding as of its stated
                                      maturity date.

H.   INTEREST ONLY LOANS......   As of the cut-off date, the mortgage loans are
                                 assumed to have the following additional
                                 characteristics:

                                 o    80 mortgage loans, representing 31.8% of
                                      the initial outstanding pool balance
                                      (which include 61 mortgage loan in loan
                                      group 1, representing 30.3% of the initial
                                      outstanding loan group 1 balance, and 19
                                      mortgage loans in loan group 2,
                                      representing 38.0% of the initial
                                      outstanding loan group 2 balance), provide
                                      for monthly payments of interest only
                                      during a portion of the term, and then
                                      provide for principal and interest
                                      payments over the remaining term.

                                 o    22 mortgage loans, representing 37.9% of
                                      the initial outstanding pool balance
                                      (which include 18 mortgage loans in loan
                                      group 1, representing 43.9% of the initial
                                      outstanding loan group 1 balance, and 4
                                      mortgage loans in loan group 2,
                                      representing 12.9% of the initial
                                      outstanding loan group 2 balance), provide
                                      for monthly payments of interest only for
                                      their entire term.

                                 o    1 mortgage loan, representing 0.7% of the
                                      initial outstanding pool balance (and
                                      representing 0.9% of the initial
                                      outstanding loan group 1 balance),
                                      currently provides for monthly payments of
                                      interest only for a portion of its term
                                      and then provides for the


                                      S-30



                                      monthly payment of principal and interest
                                      for a portion of its term and then
                                      provides for monthly payments of interest
                                      only over its remaining term.

                                 o    1 mortgage loan, representing 0.1% of the
                                      initial outstanding pool balance (and
                                      representing 0.1% of the initial
                                      outstanding loan group 1 balance),
                                      currently provides for monthly payments of
                                      principal and interest for a portion of
                                      its term and then provides for monthly
                                      payments of interest only for the last
                                      year of its term.

I.   PREPAYMENT/DEFEASANCE
     PROVISIONS...............   As of the cut-off date, each of the mortgage
                                 loans restrict voluntary principal prepayments
                                 in one of the following ways:

                                 o    204 mortgage loans, representing 85.5% of
                                      the initial outstanding pool balance
                                      (which include 162 mortgage loans in loan
                                      group 1, representing 89.6% of the initial
                                      outstanding loan group 1 balance, and 42
                                      mortgage loans in loan group 2,
                                      representing 68.6% of the initial
                                      outstanding loan group 2 balance),
                                      prohibit voluntary principal prepayments
                                      during a lockout period, but permit the
                                      related borrower, after an initial period
                                      of at least 2 years following the date of
                                      issuance of the certificates, to defease
                                      the mortgage loan by pledging to the trust
                                      "government securities" as defined in the
                                      Investment Company Act of 1940, subject to
                                      rating agency approval, and obtaining the
                                      release of the mortgaged property from the
                                      lien of the mortgage.

                                 o    55 mortgage loans, representing 11.1% of
                                      the initial outstanding pool balance
                                      (which include 26 mortgage loans in loan
                                      group 1, representing 7.8% of the initial
                                      outstanding loan group 1 balance, and 29
                                      mortgage loans in loan group 2,
                                      representing 24.8% of the initial
                                      outstanding loan group 2 balance),
                                      prohibit voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period permit principal prepayment
                                      if accompanied by a prepayment premium
                                      calculated as the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid.

                                 o    1 mortgage loan, representing 1.4% of the
                                      initial outstanding pool balance (and
                                      representing 1.7% of the initial
                                      outstanding loan group 1 balance), has no
                                      lockout period and the mortgage loan
                                      permits voluntary principal prepayments at
                                      any time, for a certain period of time, if
                                      accompanied by a prepayment premium
                                      calculated as the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid, and following the yield
                                      maintenance period provides for a
                                      prepayment premium or yield maintenance
                                      charge calculated on the basis of the
                                      greater of a yield maintenance formula and
                                      1.0% of the amount prepaid, and also
                                      permits the related borrower, after an
                                      initial period of at least 2 years
                                      following the date of the issuance of the
                                      certificates, to defease the mortgage loan
                                      by pledging to the trust "government
                                      securities" as defined in the Investment
                                      Company Act of 1940 and obtaining the
                                      release of the mortgaged property from the
                                      lien of the mortgage, and then permits
                                      voluntary principal prepayments at any
                                      time, for a certain period of time, if
                                      accompanied by a prepayment premium equal
                                      to 2.0% of the amount prepaid of the loan,
                                      and then permits voluntary principal
                                      prepayments at any time, for a certain
                                      period of time, if accompanied by a
                                      prepayment premium equal to 1.0% of the
                                      amount prepaid of the loan.


                                      S-31



                                 o    2 mortgage loans representing 0.5% of the
                                      initial outstanding pool balance (and
                                      representing 0.6% of the initial
                                      outstanding loan group 1 balance),
                                      prohibit voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period provide for a prepayment
                                      premium or yield maintenance charge
                                      calculated on the basis of the greater of
                                      a yield maintenance formula and 1.0% of
                                      the amount prepaid, and also permit the
                                      related borrower, after an initial period
                                      of at least 2 years following the date of
                                      the issuance of the certificates, to
                                      defease the mortgage loan by pledging to
                                      the trust "government securities" as
                                      defined in the Investment Company Act of
                                      1940 and obtaining the release of the
                                      mortgaged property from the lien of the
                                      mortgage.

                                 o    1 mortgage loan representing 0.4% of the
                                      initial outstanding pool balance (and
                                      representing 2% of the initial outstanding
                                      loan group 2 balance), prohibits voluntary
                                      principal prepayments during a lockout
                                      period, and following the lockout period
                                      permits the related borrower, after an
                                      initial period of at least 2 years
                                      following the date of the issuance of the
                                      certificates, to defease the mortgage loan
                                      by pledging to the trust "government
                                      securities" as defined in the Investment
                                      Company Act of 1940 and obtaining the
                                      release of the mortgaged property from the
                                      lien of the mortgage, and following the
                                      defeasance period provides for a
                                      prepayment premium or yield maintenance
                                      charge calculated on the basis of the
                                      greater of a yield maintenance formula and
                                      1.0% of the amount prepaid, and also
                                      permits the related borrower, to defease
                                      the mortgage loan by pledging to the trust
                                      "government securities" as defined in the
                                      Investment Company Act of 1940 and
                                      obtaining the release of the mortgaged
                                      property from the lien of the mortgage.

                                 o    1 mortgage loan representing 0.3% of the
                                      initial outstanding pool balance (and
                                      representing 0.3% of the initial
                                      outstanding loan group 1 balance),
                                      prohibits voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period permits principal
                                      prepayment if accompanied by a prepayment
                                      premium calculated as the greater of a
                                      yield maintenance formula and 1% of the
                                      amount prepaid, and following the yield
                                      maintenance period permits voluntary
                                      principal prepayments, for a certain
                                      period of time, if accompanied by a
                                      prepayment premium equal to 2.0% of the
                                      amount prepaid of the loan, and then
                                      permits voluntary principal prepayments,
                                      for a certain period of time, if
                                      accompanied by a prepayment premium equal
                                      to 1.0% of the amount prepaid of the loan.

                                 o    2 mortgage loans, representing 0.3% of the
                                      initial outstanding pool balance (and
                                      representing 1.3% of the initial
                                      outstanding loan group 2 balance),
                                      prohibit voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period permit principal prepayment
                                      if accompanied by a prepayment premium
                                      calculated as the greater of a yield
                                      maintenance formula and 2% of the amount
                                      prepaid.

                                 o    1 mortgage loan, representing 0.3% of the
                                      initial outstanding pool balance (and
                                      representing 1.3% of the initial
                                      outstanding loan group 2 balance),
                                      prohibits voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period permits the related
                                      borrower, after an initial period of at
                                      least 2 years following


                                      S-32



                                      the date of the issuance of the
                                      certificates, to defease the mortgage loan
                                      by pledging to the trust "government
                                      securities" as defined in the Investment
                                      Company Act of 1940 and obtaining the
                                      release of the mortgaged property from the
                                      lien of the mortgage, and following the
                                      defeasance period permits voluntary
                                      principal repayment if accompanied by a
                                      prepayment premium equal to 1% of the
                                      amount prepaid.

                                 o    1 mortgage loan, representing 0.2% of the
                                      initial outstanding pool balance (and
                                      representing 1.3% of the initial
                                      outstanding loan group 2 balance),
                                      prohibits voluntary principal prepayments
                                      during a lockout period, and following the
                                      lockout period permits principal
                                      prepayment if accompanied by a prepayment
                                      premium calculated based on a yield
                                      maintenance formula.

                                 o    1 mortgage loan, representing 0.1% of the
                                      initial outstanding pool balance (and
                                      representing 0.7% of the initial
                                      outstanding loan group 2 balance), has no
                                      lockout period and the mortgage loan
                                      permits voluntary principal prepayments at
                                      any time, for a certain period of time, if
                                      accompanied by a prepayment premium
                                      calculated as the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid.

                                 Notwithstanding the above, the mortgage loans
                                 generally (i) permit prepayment in connection
                                 with casualty or condemnation and certain other
                                 matters without payment of a prepayment premium
                                 or yield maintenance charge and (ii) provide
                                 for a specified period commencing prior to and
                                 including the maturity date or the anticipated
                                 repayment date during which the related
                                 borrower may prepay the mortgage loan without
                                 payment of a prepayment premium or yield
                                 maintenance charge. See the footnotes to
                                 Appendix II of this prospectus supplement for
                                 more details about the various yield
                                 maintenance formulas.

                                 With respect to the prepayment and defeasance
                                 provisions set forth above, certain of the
                                 mortgage loans also include provisions
                                 described below:

                                 o    1 mortgage loan, representing 9.2% of the
                                      initial outstanding pool balance (and
                                      representing 11.4% of the initial
                                      outstanding loan group 1 balance), permits
                                      the release of a portion of the collateral
                                      securing such mortgage loan upon the
                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of an amount equal to 115% of
                                      the allocated loan amount of the released
                                      parcel if certain conditions are met.

                                 o    1 mortgage loan, representing 1% of the
                                      initial outstanding pool balance (and
                                      representing 1.3% of the initial
                                      outstanding group 1 balance), is secured
                                      by three parcels and permits the release
                                      of one of the three parcels upon the
                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of 100% of the loan amount
                                      allocated to the released parcel.

                                 o    1 mortgage loan, representing
                                      approximately 0.9% of the initial
                                      outstanding pool balance (and 1.1% of the
                                      initial outstanding loan group 1 balance),
                                      is secured by multiple mortgaged
                                      properties and permits the release, up to
                                      two times, after the applicable lock-out
                                      period and prior to December 5, 2015, of
                                      any of the mortgaged properties from the
                                      lien of the mortgage through either
                                      partial


                                      S-33



                                      defeasance or partial prepayment. The
                                      release price with respect to an
                                      individual property will be an amount
                                      equal to (i) the greater of (x) 110% of
                                      the allocated loan amount of such property
                                      and (y) an amount such that after giving
                                      effect to such partial defeasance or
                                      partial prepayment, the debt service
                                      coverage ratio with respect to the
                                      remaining properties is not less than
                                      1.40x and the loan-to-value ratio of the
                                      remaining properties is not greater than
                                      70%, and (ii) in connection with a partial
                                      prepayment, a prepayment premium
                                      calculated at the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid.

                                 o    1 mortgage loan, representing 0.7% of the
                                      initial outstanding pool balance (and
                                      representing 0.9% of the initial
                                      outstanding loan group 1 balance), is
                                      secured by multiple mortgaged properties
                                      and permits the release of 2 mortgaged
                                      properties commonly known as 132 Spokane
                                      Street, Seattle or 2901 Bridgeport Way,
                                      University Place, or both properties from
                                      the lien of the mortgage after the
                                      applicable lockout period upon the
                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of an amount equal to 120% of
                                      the allocated loan amount of the mortgaged
                                      property or properties being released if
                                      the borrower cannot substitute the
                                      particular property.

                                 o    1 mortgage loan, representing 0.7% of the
                                      initial outstanding pool balance (and
                                      representing 0.8% of the initial
                                      outstanding loan group 1 balance), permits
                                      the release of a portion of the collateral
                                      securing such mortgage loan upon
                                      defeasance of an amount equal to 120% of
                                      the allocated loan amount of the released
                                      parcel if certain conditions are met.

                                 o    2 mortgage loans, representing 0.5% of the
                                      initial outstanding pool balance (and
                                      representing 0.6% of the initial
                                      outstanding loan group 1 balance), permit
                                      the release of a portion of the collateral
                                      securing the related mortgage loan if
                                      certain conditions are met, including the
                                      prepayment of 115% of the outstanding
                                      principal balance allocated to the
                                      released portion of the related mortgaged
                                      property accompanied by a prepayment
                                      premium calculated as the greater of a
                                      yield maintenance formula and 1% of the
                                      amount prepaid.

                                 o    1 mortgage loan, representing 0.4% of the
                                      initial outstanding pool balance (and
                                      representing 2% of the initial outstanding
                                      loan group 2 balance), permits the release
                                      of a portion of the collateral securing
                                      such mortgage loan upon the satisfaction
                                      of certain conditions, including, but not
                                      limited to, the defeasance of an amount
                                      equal to 115% of the allocated loan amount
                                      of the released parcel.

                                 o    1 mortgage loan, representing 0.3% of the
                                      initial outstanding pool balance (and
                                      representing 1.8% of the initial
                                      outstanding group 2 balance), permits the
                                      release of a portion of the collateral
                                      securing such mortgage loan upon the
                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of an amount equal to 125% of
                                      the allocated loan amount of the released
                                      parcel.

                                 o    2 mortgage loans, representing 0.3% of the
                                      initial outstanding pool balance (and
                                      representing 0.4% of the initial
                                      outstanding group 1 balance), permit a
                                      partial release of the property upon the


                                      S-34



                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of an amount equal to 100% of
                                      the allocated loan amount and the borrower
                                      transfers cash collateral in an amount
                                      equal to 25% of the allocated loan amount.

                                 o    2 mortgage loans, representing 0.3% of the
                                      initial outstanding pool balance (which
                                      includes 1 mortgage loan in loan group 1,
                                      representing 0.2% of the initial
                                      outstanding loan group 1 balance, and 1
                                      mortgage loan in loan group 2,
                                      representing 0.4% of the initial
                                      outstanding loan group 2 balance), permit
                                      the release of a portion of the collateral
                                      securing such mortgage loans upon the
                                      satisfaction of certain conditions,
                                      including, but not limited to, the
                                      defeasance of an amount equal to 125% of
                                      the allocated loan amount of the released
                                      parcel if certain conditions are met.

                                 In addition, certain mortgage loans that are
                                 cross-collateralized and cross-defaulted with
                                 other mortgage loans permit the related
                                 borrower to prepay one or more of the related
                                 mortgage loans and/or release the
                                 cross-collateralization with respect to the
                                 related mortgaged property or properties,
                                 subject to the satisfaction of certain
                                 conditions.

                                 Certain mortgage loans (typically secured by
                                 two or more mortgaged properties) also permit
                                 the substitution of a mortgaged property,
                                 subject to satisfaction of various conditions.

                                 In addition, certain mortgage loans provide for
                                 the free release of outparcels or other
                                 portions of the related mortgaged property
                                 which were given no value or minimal value in
                                 the underwriting process.

                                 See the footnotes to Appendix II of this
                                 prospectus supplement for more details
                                 concerning certain of the foregoing provisions.

J. MORTGAGE LOAN RANGES
   AND WEIGHTED AVERAGES......   As of the cut-off date, the mortgage loans are
                                 assumed to have the following additional
                                 characteristics:

     I.    MORTGAGE INTEREST
           RATES                 Mortgage interest rates ranging from 5.290% per
                                 annum to 9.100% per annum (and ranging from
                                 5.330% per annum to 6.700% per annum for loan
                                 group 1 and from 5.290% per annum to 9.100% per
                                 annum for loan group 2), and a weighted average
                                 mortgage interest rate of 5.919% per annum (and
                                 5.784% per annum for loan group 1 and 6.478%
                                 per annum for loan group 2).

     II.   ORIGINAL TERMS        Original terms to scheduled maturity ranging
                                 from 60 months to 300 months (and ranging from
                                 60 months to 120 months with respect to the
                                 mortgage loans in loan group 1, and ranging
                                 from 60 months to 300 months with respect to
                                 the mortgage loans in loan group 2), and a
                                 weighted average original term to scheduled
                                 maturity of 116 months (and a weighted average
                                 original term to scheduled maturity of 111 with
                                 respect to the mortgage loans in loan group 1,
                                 and a weighted average original term to
                                 scheduled maturity of 135 with respect to the
                                 mortgage loans in loan group 2).

     III.  REMAINING TERMS       Remaining terms to scheduled maturity ranging
                                 from 51 months to 181 months (and ranging from
                                 58 months to 120 months for loan group 1 and
                                 from 51 months to 181 months for loan group 2),
                                 and a weighted average remaining term to
                                 scheduled maturity of 110 months


                                      S-35



                                 (and weighted average remaining term to
                                 scheduled maturity of 110 months for loan group
                                 1 and 111 months for loan group 2).

     IV.   REMAINING
           AMORTIZATION TERMS    Remaining amortization terms ranging from 169
                                 months to 419 months (and ranging from 177
                                 months to 419 months for loan group 1 and from
                                 169 months to 360 months for loan group 2), and
                                 a weighted average remaining amortization term
                                 of 345 months (and 352 months for loan group 1
                                 and 328 months for loan group 2).

     V.    LOAN-TO-VALUE
           RATIOS                Loan-to-value ratios, calculated as described
                                 in this prospectus supplement, range from 24.8%
                                 to 80.6% (and range from 33.0% to 80.1% for
                                 loan group 1 and from 24.8% to 80.6% for loan
                                 group 2), and the weighted average
                                 loan-to-value ratio, calculated as described in
                                 this prospectus supplement, is 65.9% (and 65.4%
                                 for loan group 1 and 68.1% for loan group 2).

                                 Except as set forth below, for each of the
                                 mortgage loans, the loan-to-value ratio was
                                 calculated according to the methodology set
                                 forth in this prospectus supplement based on
                                 the estimate of value from a third-party
                                 appraisal, which was generally conducted after
                                 September 1, 2005. In connection with the
                                 mortgage loans sold to the trust by
                                 Massachusetts Mutual Life Insurance Company
                                 (which include 26 mortgage loans, representing
                                 4.2% of the initial outstanding pool balance
                                 and 21.5% of the initial outstanding loan group
                                 2 balance), the mortgage loan seller arrived at
                                 the valuations of the mortgaged properties by
                                 applying a capitalization rate chosen from a
                                 range set forth in third party market studies
                                 to underwritten net operating income and adding
                                 in the remaining value of the outstanding tax
                                 credits.

                                 For detailed methodologies, see "Description of
                                 the Mortgage Pool--Assessments of Property
                                 Value and Condition--Appraisals" in this
                                 prospectus supplement.

     VI.   DEBT SERVICE
           COVERAGE RATIOS       Debt service coverage ratios, determined
                                 according to the methodology presented in this
                                 prospectus supplement, range from 1.02x to
                                 2.54x (and range from 1.14x to 2.54x for loan
                                 group 1 and from 1.02x to 1.75x for loan group
                                 2), and the weighted average debt service
                                 coverage ratio, determined according to the
                                 methodology presented in this prospectus
                                 supplement, is 1.55x (and 1.60x for loan group
                                 1 and 1.36x for loan group 2). These
                                 calculations are based on underwritable cash
                                 flow and actual debt service of the related
                                 mortgage loans as described in this prospectus
                                 supplement.

     VII.  DEBT SERVICE
           COVERAGE RATIOS
           (AFTER IO PERIOD)     Debt service coverage ratios (after IO period),
                                 determined according to the methodology
                                 presented in this prospectus supplement,
                                 ranging from 1.02x to 2.54x (and ranging from
                                 1.05x to 2.54x for loan group 1 and from 1.02x
                                 to 1.75x for loan group 2) and a weighted
                                 average debt service coverage ratio, calculated
                                 as described in this prospectus supplement, of
                                 1.48x (and 1.53x for loan group 1 and 1.27x for
                                 loan group 2).

                                 "Debt service coverage ratio (after IO period)"
                                 or "DSCR (after IO period)" means, with respect
                                 to the related mortgage loan that has an
                                 interest only period that has not expired as of
                                 the cut-off date but will expire prior to
                                 maturity, a debt service coverage ratio
                                 calculated in the


                                      S-36



                                 same manner as debt service coverage ratios
                                 except that the amount of the monthly debt
                                 service payment considered in the calculation
                                 is the amount of the monthly debt service
                                 payment that is due in the first month
                                 following the expiration of the applicable
                                 interest only period; provided, that the "debt
                                 service coverage ratio (after IO period)" with
                                 respect to mortgage loans that are interest
                                 only for the entire term of such mortgage loan
                                 or amortize for the entire term of such
                                 mortgage loan and therefore, in each case, do
                                 not have "after IO periods," is the debt
                                 service coverage ratio in effect during the
                                 term of such mortgage loan. See "Description of
                                 the Mortgage Pool--Additional Mortgage Loan
                                 Information" in this prospectus supplement.

(4)  ADVANCES

A.   PRINCIPAL AND INTEREST
     ADVANCES.................   Subject to a recoverability determination
                                 described in this prospectus supplement, each
                                 master servicer (and the trustee, if
                                 applicable) is required to advance delinquent
                                 monthly mortgage loan payments for mortgage
                                 loans for which it is acting as master
                                 servicer. Neither of the master servicers nor
                                 the trustee will be required to advance (i) any
                                 additional interest accrued as a result of the
                                 imposition of any default rate, (ii) prepayment
                                 premiums or yield maintenance charges, (iii)
                                 any additional interest accrued as a result of
                                 any rate increase after an anticipated
                                 repayment date, (iv) excess interest or (v)
                                 balloon payments. If any balloon payment is not
                                 collected from the related borrower, subject to
                                 a recoverability determination described in
                                 this prospectus supplement, each master
                                 servicer (and the trustee, if applicable) will
                                 be required to advance an amount equal to the
                                 scheduled payment that would have been due if
                                 the related balloon payment had not become due
                                 on those mortgage loans for which it is acting
                                 as master servicer.

                                 If a P&I advance is made, the applicable master
                                 servicer will defer rather than advance its
                                 master servicing fee, the excess servicing fee
                                 and the primary servicing fee, but will advance
                                 the trustee fee on those mortgage loans for
                                 which it is acting as master servicer.

                                 For an REO property, subject to a
                                 recoverability determination described in this
                                 prospectus supplement, each master servicer (or
                                 the trustee, if applicable) will be required to
                                 advance the scheduled payment that would have
                                 been due if the predecessor mortgage loan for
                                 which it acted as master servicer had remained
                                 outstanding and continued to amortize in
                                 accordance with its amortization schedule in
                                 effect immediately before the REO property was
                                 acquired.

B.   SERVICING ADVANCES.......   Subject to a recoverability determination
                                 described in this prospectus supplement, the
                                 master servicers and the trustee may also make
                                 servicing advances to pay delinquent real
                                 estate taxes, insurance premiums and similar
                                 expenses necessary to maintain and protect the
                                 mortgaged property, to maintain the lien on the
                                 mortgaged property or to enforce the mortgage
                                 loan documents. In addition, the special
                                 servicer may, but is not required to, make
                                 servicing advances on an emergency basis.

C.   INTEREST ON ADVANCES.....   All advances made by the master servicers, the
                                 special servicer or the trustee will accrue
                                 interest at a rate equal to the "prime rate" as
                                 reported in The Wall Street Journal. Advances
                                 of principal and interest made in respect of
                                 mortgage loans which have grace periods that
                                 expire on or


                                      S-37



                                 after the determination date will not begin to
                                 accrue interest until the day succeeding the
                                 expiration date of the applicable grace period;
                                 provided that if such advance is not reimbursed
                                 from collections received from the related
                                 borrower by the end of the applicable grace
                                 period, advance interest will accrue from the
                                 date such advance is made (which will be the
                                 master servicer remittance date).

D.   BACK-UP ADVANCES.........   Pursuant to the requirements of the pooling and
                                 servicing agreement, if either master servicer
                                 fails to make a required advance, the trustee
                                 will be required to make the advance, subject
                                 to the same limitations and with the same
                                 rights of the applicable master servicer.

E.   RECOVERABILITY...........   None of the master servicers, the special
                                 servicer or the trustee will be required to
                                 make any advance if the applicable master
                                 servicer, the special servicer or the trustee
                                 determines in its sole discretion that the
                                 advance would not be recoverable in accordance
                                 with the servicing standard (or, in the case of
                                 the trustee, its good faith business judgment),
                                 and the trustee may rely on any determination
                                 made by the applicable master servicer or
                                 special servicer.

F.   ADVANCES DURING AN
     APPRAISAL REDUCTION
     EVENT....................   The occurrence of certain adverse events
                                 affecting a mortgage loan will require the
                                 special servicer to obtain a new appraisal or
                                 other valuation of the related mortgaged
                                 property. In general, if the principal amount
                                 of the mortgage loan plus all other amounts due
                                 thereunder and interest on advances made with
                                 respect thereto exceeds 90% of the value of the
                                 mortgaged property determined by an appraisal
                                 or other valuation, an appraisal reduction may
                                 be created in the amount of the excess as
                                 described in this prospectus supplement. If
                                 there exists an appraisal reduction for any
                                 mortgage loan, the interest portion of the
                                 amount required to be advanced on that mortgage
                                 loan will be proportionately reduced to the
                                 extent of the appraisal reduction. This will
                                 reduce the funds available to pay interest and
                                 principal on the most subordinate class or
                                 classes of certificates then outstanding.

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

                       ADDITIONAL ASPECTS OF CERTIFICATES

RATINGS ......................   The certificates offered to you will not be
                                 issued unless each of the classes of
                                 certificates being offered by this prospectus
                                 supplement receives the following ratings from
                                 Fitch, Inc. and Standard & Poor's Ratings
                                 Services, a division of The McGraw-Hill
                                 Companies, Inc.

                                            CLASS     RATINGS (FITCH/S&P)
                                         ----------   -------------------
                                         Class A-1         AAA/AAA
                                         Class A-1A        AAA/AAA
                                         Class A-2         AAA/AAA
                                         Class A-NM        AAA/AAA
                                         Class A-3         AAA/AAA
                                         Class A-AB        AAA/AAA
                                         Class A-4         AAA/AAA
                                         Class A-M         AAA/AAA
                                         Class A-J         AAA/AAA
                                         Class B           AA+/AA+
                                         Class C            AA/AA
                                         Class D           AA-/AA-
                                         Class E            A+/A+
                                         Class F             A/A


                                      S-38



                                 A rating agency may lower or withdraw a
                                 security rating at any time.

                                 See "Ratings" in this prospectus supplement and
                                 "Rating" in the prospectus for a discussion of
                                 the basis upon which ratings are given, the
                                 limitations of and restrictions on the ratings,
                                 and the conclusions that should not be drawn
                                 from a rating.

OPTIONAL TERMINATION..........   On any distribution date on which the aggregate
                                 certificate balance of all classes of
                                 certificates is less than or equal to 1% of the
                                 initial outstanding pool balance, the holders
                                 of a majority of the controlling class, each of
                                 the master servicers, the special servicer and
                                 any holder of a majority interest in the Class
                                 R-I Certificates, each in turn, will have the
                                 option to purchase all of the remaining
                                 mortgage loans, and all property acquired
                                 through exercise of remedies in respect of any
                                 mortgage loan, at the price specified in this
                                 prospectus supplement. Exercise of this option
                                 would terminate the trust and retire the then
                                 outstanding certificates at par plus accrued
                                 interest.

REPURCHASE OR SUBSTITUTION....   Each mortgage loan seller will make certain
                                 representations and warranties with respect to
                                 the mortgage loans sold by it, as described
                                 under "Description of the Mortgage
                                 Pool--Representations and Warranties" and
                                 "--Repurchases and Other Remedies." If a
                                 mortgage loan seller has been notified of a
                                 material breach of any of its representations
                                 and warranties or a material defect in the
                                 documentation of any mortgage loan as described
                                 under "Description of the Mortgage
                                 Pool--Repurchases and Other Remedies," then
                                 that mortgage loan seller will be required to
                                 either cure the breach, repurchase the affected
                                 mortgage loan from the trust or substitute the
                                 affected mortgage loan with another mortgage
                                 loan. If the related mortgage loan seller
                                 decides to repurchase the affected mortgage
                                 loan, the repurchase would have the same effect
                                 on the offered certificates as a prepayment in
                                 full of such mortgage loan, except that the
                                 purchase will not be accompanied by any
                                 prepayment premium or yield maintenance charge.
                                 In addition, certain mortgage loans may be
                                 purchased from the trust by the holders of a
                                 mezzanine loan under certain circumstances. See
                                 "Description of the Mortgage Pool--Subordinate
                                 and Other Financing" in this prospectus
                                 supplement.

SALE OF DEFAULTED LOANS.......   Pursuant to the pooling and servicing
                                 agreement, (i) the holder of the certificates
                                 representing the greatest percentage interest
                                 in the controlling class of certificates and
                                 (ii) the special servicer, in that order, has
                                 the option to purchase from the trust any
                                 defaulted mortgage loan that is at least 60
                                 days delinquent as to any monthly debt service
                                 payment (or is delinquent as to its balloon
                                 payment) at a price equal to the fair value of
                                 such mortgage loan as determined by the special
                                 servicer (provided, that if that mortgage loan
                                 is being purchased by the special servicer or
                                 by a holder of certificates of the controlling
                                 class, the trustee will be required to verify
                                 that such price is equal to fair value). In
                                 addition, certain of the mortgage loans are
                                 subject to a purchase option upon certain
                                 events of default in favor of a subordinate
                                 lender or mezzanine lender. For more
                                 information relating to the sale of defaulted
                                 mortgage loans, see "Servicing of the Mortgage
                                 Loans--Sale of Defaulted Mortgage Loans" in
                                 this prospectus supplement.

DENOMINATIONS.................   The Class A-1, Class A-1A, Class A-2, Class
                                 A-NM, Class A-3, Class A-AB, Class A-4, Class
                                 A-M and Class A-J Certificates will be offered
                                 in minimum denominations of $25,000. The Class
                                 B, Class C, Class D, Class E and Class F
                                 Certificates will be offered in minimum


                                      S-39



                                 denominations of $100,000. Investments in
                                 excess of the minimum denominations may be made
                                 in multiples of $1.

REGISTRATION, CLEARANCE AND
SETTLEMENT....................   Your certificates will initially be registered
                                 in the name of Cede & Co., as nominee of The
                                 Depository Trust Company, and will not be
                                 registered in your name. You will not receive a
                                 definitive certificate representing your
                                 ownership interest, except in very limited
                                 circumstances described in this prospectus
                                 supplement. As a result, you will hold your
                                 certificates only in book-entry form and will
                                 not be a certificateholder of record. You will
                                 receive distributions on your certificates and
                                 reports relating to distributions only through
                                 The Depository Trust Company, Clearstream
                                 Banking, societe anonyme or the Euroclear
                                 System or through participants in The
                                 Depository Trust Company, Clearstream Banking
                                 or Euroclear.

                                 You may hold your certificates through:

                                 o    The Depository Trust Company in the United
                                      States; or

                                 o    Clearstream Banking or Euroclear in
                                      Europe.

                                 Transfers within The Depository Trust Company,
                                 Clearstream Banking or Euroclear will be made
                                 in accordance with the usual rules and
                                 operating procedures of those systems.
                                 Cross-market transfers between persons holding
                                 directly through The Depository Trust Company,
                                 Clearstream Banking or Euroclear will be
                                 effected in The Depository Trust Company
                                 through the relevant depositories of
                                 Clearstream Banking or Euroclear.

                                 All or any portion of the certificates offered
                                 to you may be converted to definitive
                                 certificates and reissued to beneficial owners
                                 or their nominees, rather than to The
                                 Depository Trust Company or its nominee, if we
                                 notify The Depository Trust Company of our
                                 intent to terminate the book-entry system and,
                                 upon receipt of notice of such intent from The
                                 Depository Trust Company, the participants
                                 holding beneficial interests in the
                                 certificates agree to initiate such
                                 termination.

                                 We expect that the certificates offered to you
                                 will be delivered in book-entry form through
                                 the facilities of The Depository Trust Company,
                                 Clearstream Banking or Euroclear on or about
                                 the closing date.

TAX STATUS....................   Elections will be made to treat designated
                                 portions of the trust as three separate "real
                                 estate mortgage investment conduits"--REMIC I,
                                 REMIC II and REMIC III--for federal income tax
                                 purposes. In the opinion of counsel, each such
                                 designated portion of the trust will qualify
                                 for this treatment and each class of offered
                                 certificates will constitute "regular
                                 interests" in REMIC III.

                                 Pertinent federal income tax consequences of an
                                 investment in the offered certificates include:

                                 o    The regular interests will be treated as
                                      newly originated debt instruments for
                                      federal income tax purposes.

                                 o    Beneficial owners of offered certificates
                                      will be required to report income on the
                                      certificates in accordance with the
                                      accrual method of accounting.


                                      S-40



                                 o    It is anticipated that the Class ___,
                                      Class ___, Class ___, and Class ___,
                                      Certificates will be issued at a premium,
                                      that the Class ___, Class ___, and Class
                                      ___, Certificates will be issued with a de
                                      minimis amount of original issue discount
                                      and that the Class ___ and Class ___
                                      Certificates will be issued with original
                                      issue discount for federal income tax
                                      purposes.

                                 See "Material Federal Income Tax Consequences"
                                 in this prospectus supplement.

CONSIDERATIONS RELATED TO
TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY
ACT OF 1974...................   Subject to the satisfaction of important
                                 conditions described under "Certain ERISA
                                 Considerations" in this prospectus supplement
                                 and in the accompanying prospectus, the offered
                                 certificates may be purchased by persons
                                 investing assets of employee benefit plans or
                                 individual retirement accounts.

LEGAL INVESTMENTS.............   The offered certificates will not constitute
                                 "mortgage related securities" for purposes of
                                 the Secondary Mortgage Market Enhancement Act
                                 of 1984, as amended.

                                 If your investment activities are subject to
                                 legal investment laws and regulations,
                                 regulatory capital requirements or review by
                                 regulatory authorities, then you may be subject
                                 to restrictions on investment in the offered
                                 certificates. You should consult your own legal
                                 advisors for assistance in determining the
                                 suitability of and consequences to you of the
                                 purchase, ownership and sale of the offered
                                 certificates. See "Legal Investment" in this
                                 prospectus supplement.


                                      S-41



                                  RISK FACTORS

     You should carefully consider the risks involved in owning a certificate
before purchasing a certificate. Among other risks, the timing of payments and
payments you receive on your certificates will depend on payments received on
and other recoveries with respect to the mortgage loans. Therefore, you should
carefully consider both the risk factors relating to the mortgage loans and the
mortgaged properties and the other risks relating to the certificates.

     The risks and uncertainties described in this section, together with those
risks described in the prospectus under "Risk Factors," summarize the material
risks relating to your certificates. Your investment could be materially and
adversely affected by the actual and potential circumstances that we describe in
those sections.

YOUR INVESTMENT IS NOT INSURED
OR GUARANTEED AND YOUR SOURCE
FOR REPAYMENTS IS LIMITED TO
PAYMENTS UNDER THE MORTGAGE
LOANS ........................   Payments under the mortgage loans and the
                                 certificates are not insured or guaranteed by
                                 any governmental entity or insurer.
                                 Accordingly, the sources for repayment of your
                                 certificates are limited to amounts due with
                                 respect to the mortgage loans.

                                 You should consider all of the mortgage loans
                                 to be nonrecourse loans. Even in those cases
                                 where recourse to a borrower or guarantor is
                                 permitted under the related mortgage loan
                                 documents, we have not necessarily undertaken
                                 an evaluation of the financial condition of any
                                 of these persons. If a default occurs, the
                                 lender's remedies generally are limited to
                                 foreclosing against the specific properties and
                                 other assets that have been pledged to secure
                                 the mortgage loan. Those remedies may be
                                 insufficient to provide a full return on your
                                 investment. Payment of amounts due under a
                                 mortgage loan prior to its maturity or
                                 anticipated repayment date is primarily
                                 dependent on the sufficiency of the net
                                 operating income of the related mortgaged
                                 property. Payment of the balloon payment of a
                                 mortgage loan that is a balloon loan at its
                                 maturity, or on its anticipated repayment date,
                                 is primarily dependent upon the borrower's
                                 ability to sell or refinance the mortgaged
                                 property for an amount sufficient to repay the
                                 mortgage loan.

                                 In limited circumstances, LaSalle Bank National
                                 Association, Morgan Stanley Mortgage Capital
                                 Inc., SunTrust Bank, Prudential Mortgage
                                 Capital Funding, LLC, and Massachusetts Mutual
                                 Life Insurance Company, each as a mortgage loan
                                 seller, may be obligated to repurchase or
                                 replace a mortgage loan that it sold to us if
                                 its representations and warranties concerning
                                 that mortgage loan are materially breached or
                                 if there are material defects in the
                                 documentation for that mortgage loan. However,
                                 there can be no assurance that any of these
                                 entities will be in a financial position to
                                 effect a repurchase or substitution. The
                                 representations and warranties address certain
                                 characteristics of the mortgage loans and
                                 mortgaged properties as of the date of issuance
                                 of the certificates. They do not relieve you or
                                 the trust of the risk of defaults and losses on
                                 the mortgage loans.


                                      S-42



THE REPAYMENT OF A COMMERCIAL
MORTGAGE LOAN IS DEPENDENT ON
THE CASH FLOW PRODUCED BY THE
PROPERTY WHICH CAN BE VOLATILE
AND INSUFFICIENT TO ALLOW
TIMELY PAYMENT ON YOUR
CERTIFICATES .................   The mortgage loans are secured by various types
                                 of income-producing commercial, multifamily and
                                 manufactured housing community properties.
                                 Commercial lending is generally thought to
                                 expose a lender to greater risk than one- to
                                 four-family residential lending because, among
                                 other things, it typically involves larger
                                 loans.

                                 242 mortgage loans, representing 95.4% of the
                                 initial outstanding pool balance (which include
                                 191 mortgage loans in loan group 1,
                                 representing 99.8% of the initial outstanding
                                 loan group 1 balance, and 51 mortgage loans in
                                 loan group 2, representing 77.2% of the initial
                                 outstanding loan group 2 balance), were
                                 originated within 12 months prior to the
                                 cut-off date. Consequently, these mortgage
                                 loans do not have a long standing payment
                                 history.

                                 The repayment of a commercial mortgage 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 property's cash flow (or its
                                 potential to generate cash flow). However, net
                                 operating income and cash flow can be volatile
                                 and may be insufficient to cover debt service
                                 on the loan at any given time.

                                 The net operating income, cash flow and
                                 property value of the mortgaged properties may
                                 be adversely affected, among other things, by
                                 any one or more of the following factors:

                                 o    the age, design and construction quality
                                      of the property;

                                 o    perceptions regarding the safety,
                                      convenience and attractiveness of the
                                      property;

                                 o    the proximity and attractiveness of
                                      competing properties;

                                 o    the adequacy of the property's management
                                      and maintenance;

                                 o    increases in operating expenses at the
                                      property and in relation to competing
                                      properties;

                                 o    an increase in the capital expenditures
                                      needed to maintain the property or make
                                      improvements;

                                 o    the dependence upon a single tenant, or a
                                      concentration of tenants in a particular
                                      business or industry;

                                 o    a decline in the financial condition of a
                                      major tenant;

                                 o    the lack of operating history in the case
                                      of a newly built or renovated mortgaged
                                      property;

                                 o    changes or continued weakness in a
                                      specific industry segment that is
                                      important to the success of the related
                                      mortgaged real property;


                                      S-43



                                 o    if the mortgaged real property has uses
                                      subject to significant regulation, changes
                                      in applicable law;

                                 o    an increase in vacancy rates; and

                                 o    a decline in rental rates as leases are
                                      renewed or entered into with new tenants.

                                 Other factors are more general in nature, such
                                 as:

                                 o    national, regional or local economic
                                      conditions (including plant closings,
                                      military base closings, industry slowdowns
                                      and unemployment rates);

                                 o    local real estate conditions (such as an
                                      oversupply of competing properties, rental
                                      space or multifamily housing);

                                 o    demographic factors;

                                 o    decreases in consumer confidence (caused
                                      by events such as threatened or continuing
                                      military action, recent disclosures of
                                      wrongdoing or financial misstatements by
                                      major corporations and financial
                                      institutions and other factors);

                                 o    changes in consumer tastes and
                                      preferences; and

                                 o    retroactive changes in building codes.

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

                                 o    the length of tenant leases;

                                 o    the creditworthiness of tenants;

                                 o    the level of tenant defaults;

                                 o    the ability to convert an unsuccessful
                                      property to an alternative use;

                                 o    new construction in the same market as the
                                      mortgaged property;

                                 o    rent control and stabilization laws;

                                 o    the number and diversity of tenants;

                                 o    the rate at which new rentals occur; and

                                 o    the property's operating leverage (which
                                      is the percentage of total property
                                      expenses in relation to revenue), the
                                      ratio of fixed operating expenses to those
                                      that vary with revenues, and the level of
                                      capital expenditures required to maintain
                                      the property and to retain or replace
                                      tenants.


                                      S-44



                                 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 properties with short-term
                                 revenue sources (such as short-term or
                                 month-to-month leases) and may lead to higher
                                 rates of delinquency or defaults under mortgage
                                 loans secured by those properties.

SEASONED MORTGAGE LOANS
SECURED BY OLDER MORTGAGED
PROPERTIES PRESENT ADDITIONAL
RISKS OF REPAYMENT ...........   27 mortgage loans, representing 4.6% of the
                                 initial outstanding pool balance (which include
                                 1 mortgage loan in loan group 1, representing
                                 0.2% of the initial loan group 1 balance, and
                                 26 mortgage loans in loan group 2, representing
                                 22.8% of the initial loan group 2 balance) are
                                 not newly originated and have been outstanding
                                 for 12 or more months prior to the cut-off
                                 date. While seasoned mortgage loans generally
                                 have the benefit of established payment
                                 histories, there are a number of risks
                                 associated with seasoned mortgage loans that
                                 are not present, or present to a lesser degree,
                                 with more recently originated mortgage loans.
                                 For example,

                                 o    property values and the surrounding
                                      neighborhood may have changed since
                                      origination;

                                 o    origination standards at the time the
                                      mortgage loan was originated may have been
                                      different than current origination
                                      standards;

                                 o    the market for any related business may
                                      have changed from the time the mortgage
                                      loan was originated;

                                 o    the current financial performance of the
                                      related borrower, its business, or the
                                      related mortgaged property in general, may
                                      be different than at origination; and

                                 o    the environmental and engineering
                                      characteristics of the mortgaged property
                                      or improvements may have changed.

                                 Among other things, those factors make it
                                 difficult to estimate the current value of the
                                 related mortgaged property, and estimated
                                 values of mortgaged properties discussed in
                                 this prospectus supplement, to the extent based
                                 upon or extrapolated from general market data,
                                 may not be accurate in the case of particular
                                 mortgaged properties.

THE PROSPECTIVE PERFORMANCE OF
THE COMMERCIAL AND MULTIFAMILY
MORTGAGE LOANS INCLUDED IN THE
TRUST SHOULD BE EVALUATED
SEPARATELY FROM THE
PERFORMANCE OF THE MORTGAGE
LOANS IN ANY OF OUR OTHER
TRUSTS .......................   While there may be certain common factors
                                 affecting the performance and value of
                                 income-producing real properties in general,
                                 those factors do not apply equally to all
                                 income-producing real properties and, in many
                                 cases, there are unique factors that will
                                 affect the performance and/or value of a
                                 particular income-producing real property.
                                 Moreover, the effect of a given factor on a
                                 particular real property will depend on a
                                 number of variables, including but not limited
                                 to property type, geographic location,
                                 competition, sponsorship and other
                                 characteristics


                                      S-45



                                 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 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
                                 sponsors of commercial mortgage loans (known as
                                 "static pool information"). Because of the
                                 highly heterogeneous nature of the assets in
                                 commercial mortgage backed securities
                                 transactions, static pool information for prior
                                 securitized pools, even those involving the
                                 same property types (e.g., hotels or office
                                 buildings), may be misleading, because the
                                 economics of the properties and terms of the
                                 loans may be materially different. In
                                 particular, static pool information 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.

CERTAIN MORTGAGE LOANS MAY
HAVE A LIMITED OPERATING
HISTORY ......................   The properties securing certain of the mortgage
                                 loans are newly constructed and/or recently
                                 opened and, as such, have a limited operating
                                 history. There can be no assurance that any of
                                 the properties, whether newly constructed
                                 and/or recently opened or otherwise, will
                                 perform as anticipated.

CONVERTING COMMERCIAL
PROPERTIES TO ALTERNATIVE USES
MAY REQUIRE SIGNIFICANT
EXPENSES WHICH COULD REDUCE
PAYMENTS ON YOUR
CERTIFICATES..................   Some of the mortgaged properties may not be
                                 readily convertible to alternative uses if
                                 those properties were to become unprofitable
                                 for any reason. This is because:

                                 o    converting commercial properties to
                                      alternate uses or converting single-tenant
                                      commercial properties to multi-tenant
                                      properties generally requires substantial
                                      capital expenditures; and

                                 o    zoning or other restrictions also may
                                      prevent alternative uses.

                                 The liquidation value of a mortgaged property
                                 not readily convertible to an alternative use
                                 may be substantially less than would be the
                                 case if


                                      S-46



                                 the mortgaged property were readily adaptable
                                 to other uses. If this type of mortgaged
                                 property were liquidated and a lower
                                 liquidation value were obtained, less funds
                                 would be available for distributions on your
                                 certificates.

PROPERTY VALUE MAY BE
ADVERSELY AFFECTED EVEN WHEN
THERE IS NO CHANGE IN CURRENT
OPERATING INCOME .............   Various factors may adversely affect the value
                                 of the mortgaged properties without affecting
                                 the properties' current net operating income.
                                 These factors include, among others:

                                 o    changes in the local, regional or national
                                      economy;

                                 o    changes in governmental regulations,
                                      fiscal policy, zoning or tax laws;

                                 o    potential environmental legislation or
                                      liabilities or other legal liabilities;

                                 o    proximity and attractiveness of competing
                                      properties;

                                 o    new construction of competing properties
                                      in the same market;

                                 o    convertibility of a property to an
                                      alternative use;

                                 o    the availability of refinancing;

                                 o    changes in interest rate levels;

                                 o    the age, quality, functionality and design
                                      of the project;

                                 o    increases in operating costs;

                                 o    an increase in the capital expenditures
                                      needed to maintain the properties or make
                                      improvements; and

                                 o    increase in vacancy rates.

TENANT CONCENTRATION INCREASES
THE RISK THAT CASH FLOW WILL
BE INTERRUPTED WHICH COULD
REDUCE PAYMENTS ON YOUR
CERTIFICATES .................   A deterioration in the financial condition of a
                                 tenant can be particularly significant if a
                                 mortgaged property is leased to a single or
                                 large tenant or a small number of tenants
                                 because rent payable by such tenants generally
                                 will represent all or a significant portion of
                                 the cash flow available to the borrower to pay
                                 its obligations to the lender. We cannot
                                 provide assurances that any major tenant will
                                 continue to perform its obligations under its
                                 lease. 30 of the mortgaged properties,
                                 representing 7.0% of the initial outstanding
                                 pool balance (and representing 8.7% of the
                                 initial outstanding loan group 1 balance), are
                                 leased to single tenants, and with respect to 2
                                 of those mortgaged properties, representing
                                 0.4% of the initial outstanding pool balance
                                 (and representing 0.5% of the initial
                                 outstanding loan group 1 balance), the sole
                                 tenant is related to the borrower.


                                      S-47



                                 Mortgaged properties leased to a single tenant
                                 or a small number of tenants are more
                                 susceptible to interruptions of cash flow if a
                                 tenant fails to renew its lease or defaults
                                 under its lease. This is so because:

                                 o    the financial effect of the absence of
                                      rental income may be severe;

                                 o    more time may be required to re-lease the
                                      space; and

                                 o    substantial capital costs may be incurred
                                      to make the space appropriate for
                                      replacement tenants.

                                 In addition to tenant concentration, another
                                 factor that you should consider is that retail,
                                 industrial and office properties also may be
                                 adversely affected if there is a concentration
                                 of tenants in the same or similar business or
                                 industry.

                                 In some cases, the sole or a significant tenant
                                 is related to the subject borrower or an
                                 affiliate of that borrower.

                                 For further information with respect to tenant
                                 concentrations, see Appendix II.

LEASING MORTGAGED PROPERTIES
TO MULTIPLE TENANTS MAY RESULT
IN HIGHER RE-LEASING COSTS
WHICH COULD REDUCE PAYMENTS ON
YOUR CERTIFICATES ............   If a mortgaged property has multiple tenants,
                                 re-leasing costs and costs of enforcing
                                 remedies against defaulting tenants may be more
                                 frequent than in the case of mortgaged
                                 properties with fewer tenants, thereby reducing
                                 the cash flow available for debt service
                                 payments. These costs may cause a borrower to
                                 default in its obligations to a lender which
                                 could reduce 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.

THE RELATED BORROWERS MAY HAVE
DIFFICULTY RE-LEASING
MORTGAGED PROPERTIES .........   Repayment of mortgage loans secured by retail,
                                 office and industrial properties will be
                                 affected by the expiration of leases and the
                                 ability of the related borrowers and property
                                 managers to renew the leases or to relet the
                                 space on comparable terms. Certain mortgaged
                                 properties may be leased in whole or in part to
                                 government sponsored tenants who have the right
                                 to cancel their leases at any time because of
                                 lack of appropriations. Certain tenants at the
                                 retail properties, including without
                                 limitation, anchor tenants, may have the right
                                 to terminate their leases if certain other
                                 tenants are not operating, or if their sales at
                                 the property do not reach a specified level.
                                 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 related mortgaged properties. 105 of
                                 the mortgaged properties, representing
                                 approximately 46.3% of the initial outstanding
                                 pool balance (excluding multifamily,
                                 manufactured housing, self storage, hospitality
                                 and certain other property types) (and
                                 representing 46.1% of the initial loan group 1
                                 balance), have reserves, as of the cut-off
                                 date, for tenant improvements and leasing
                                 commissions which may serve to defray those
                                 costs. There can be no


                                      S-48



                                 assurances, however, that the funds (if any)
                                 held in those reserves for tenant improvements
                                 and leasing commissions will be sufficient to
                                 cover the costs and expenses associated with
                                 tenant improvements or leasing commission
                                 obligations. In addition, if a tenant defaults
                                 in its obligations to a borrower, the borrower
                                 may incur substantial costs and experience
                                 significant delays associated with enforcing
                                 rights and protecting its investment, including
                                 costs incurred in renovating or reletting the
                                 property.

THE CONCENTRATION OF LOANS
WITH THE SAME OR RELATED
BORROWERS INCREASES THE
POSSIBILITY OF LOSS ON THE
LOANS WHICH COULD REDUCE
PAYMENTS ON YOUR
CERTIFICATES..................   The effect of mortgage pool loan losses will be
                                 more severe:

                                 o    if the pool is comprised of a small number
                                      of loans, each with a relatively large
                                      principal amount; or

                                 o    if the losses relate to loans that account
                                      for a disproportionately large percentage
                                      of the aggregate principal balance of all
                                      mortgage loans.

                                 Mortgage loans with the same borrower or
                                 related borrowers pose additional risks. Among
                                 other things, financial difficulty at one
                                 mortgaged real property could cause the owner
                                 to defer maintenance at another mortgaged real
                                 property in order to satisfy current expenses
                                 with respect to the troubled mortgaged real
                                 property; related borrowers who have common
                                 general partners or common managing members
                                 could increase the risk that any financial
                                 setback or bankruptcy proceeding involving such
                                 partners could have an impact on the pool of
                                 mortgage loans, related borrowers who have
                                 common affiliated property managers could
                                 increase the risk that a financial setback or
                                 bankruptcy proceeding involving such property
                                 manager could have an impact on the pool of
                                 mortgage loans and the owner could attempt to
                                 avert foreclosure on one mortgaged real
                                 property 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.

                                 31 groups of mortgage loans are made to the
                                 same borrower or borrowers related through
                                 common ownership and where, in general, the
                                 related mortgaged properties are commonly
                                 managed. The related borrower concentrations of
                                 the three largest groups in the mortgage pool
                                 represent 2.4%, 1.4% and 1.3%, respectively, of
                                 the initial outstanding pool balance. The
                                 related borrower concentrations of the three
                                 largest groups exclusively in loan group 1
                                 represent 2.9%, 0.9% and 0.9%, respectively, of
                                 the initial outstanding loan group 1 balance.
                                 The related borrower concentrations of the
                                 three largest groups exclusively in loan group
                                 2 represent 7.3%, 6.8% and 4.8%, respectively,
                                 of the initial outstanding loan group 2
                                 balance. In addition, 2 groups of mortgage
                                 loans were made to the same borrower or
                                 borrowers that are affiliated with one another
                                 through partial or complete direct or indirect
                                 common ownership that have mortgage loans
                                 included in both loan group 1 and loan group 2
                                 and represent 0.9% of the initial outstanding
                                 pool balance. For additional information with
                                 respect to the loan groups described above, see
                                 Appendix II attached to this prospectus
                                 supplement.


                                      S-49



                                 The largest mortgage loan in the mortgage pool
                                 represents 9.2% of the initial outstanding pool
                                 balance. The second largest mortgage loan in
                                 the mortgage pool represents 8.2% of the
                                 initial outstanding pool balance. The third
                                 largest mortgage loan in the mortgage pool
                                 represents 4.3% of the initial outstanding pool
                                 balance. Each of the other mortgage loans
                                 represents less than 3.7% of the initial
                                 outstanding pool balance.

                                 The largest mortgage loan in loan group 1
                                 represents 12.7% of the initial outstanding
                                 loan group 1 balance. The second largest
                                 mortgage loan in loan group 1 represents 6.0%
                                 of the initial outstanding loan group 1
                                 balance. The third largest mortgage loan in
                                 loan group 1 represents 5.1% of the initial
                                 outstanding loan group 1 balance. Each of the
                                 other mortgage loans represents less than 4.3%
                                 of the initial outstanding loan group 1
                                 balance.

                                 The largest mortgage loan in loan group 2
                                 represents 9.2% of the initial outstanding loan
                                 group 2 balance. The second largest mortgage
                                 loan in loan group 2 represents 6.8% of the
                                 initial outstanding loan group 2 balance. The
                                 third largest mortgage loan in loan group 2
                                 represents 4.5% of the initial outstanding loan
                                 group 2 balance. Each of the other mortgage
                                 loans represents less than 3.8% of the initial
                                 outstanding loan group 2 balance.

A CONCENTRATION OF LOANS WITH
THE SAME PROPERTY TYPES
INCREASES THE POSSIBILITY OF
LOSS ON THE LOANS WHICH COULD
REDUCE PAYMENTS ON YOUR
CERTIFICATES..................   A concentration of mortgage loans secured by
                                 the same property type can increase the risk
                                 that a decline in a particular industry will
                                 have a disproportionately large impact on the
                                 pool of mortgage loans or a particular loan
                                 group. The following property types represent
                                 the indicated percentage of the initial
                                 outstanding pool balance:

                                 o    office properties represent 28.0%;

                                 o    multifamily properties represent 22.1%;

                                 o    retail properties represent 21.3%;

                                 o    industrial properties represent 12.1%;

                                 o    hospitality properties represent 10.5%;

                                 o    mixed use properties represent 2.8%;

                                 o    self storage properties represent 2.2%;
                                      and

                                 o    manufactured housing communities represent
                                      1.0%.

                                 For information regarding the types of
                                 properties securing the mortgage loans included
                                 in loan group 1 or loan group 2, see Appendix I
                                 to this prospectus supplement.


                                      S-50



A CONCENTRATION OF MORTGAGED
PROPERTIES IN A LIMITED NUMBER
OF LOCATIONS MAY ADVERSELY
AFFECT PAYMENTS ON YOUR
CERTIFICATES..................   Concentrations of mortgaged properties in
                                 geographic areas may increase the risk that
                                 adverse economic or other developments or a
                                 natural disaster or act of terrorism affecting
                                 a particular region of the country could
                                 increase the frequency and severity of losses
                                 on mortgage loans secured by those properties.
                                 In the past, several regions of the United
                                 States have experienced significant real estate
                                 downturns at times when other regions have not.
                                 Regional economic declines or adverse
                                 conditions in regional real estate markets
                                 could adversely affect the income from, and
                                 market value of, the mortgaged properties
                                 located in the region. Other regional
                                 factors--e.g., earthquakes, floods or
                                 hurricanes or changes in governmental rules or
                                 fiscal policies--also may adversely affect
                                 those mortgaged properties.

                                 The mortgaged properties are located throughout
                                 42 states and the District of Columbia (which
                                 include 38 states and the District of Columbia
                                 for loan group 1 and 30 states for loan group
                                 2). Mortgage loans representing 17.4%, 8.5%,
                                 8.3%, 7.0%, 6.3% and 5.6% of the initial
                                 outstanding pool balance are secured by
                                 mortgaged properties located in California,
                                 Massachusetts, Florida, Illinois, Pennsylvania
                                 and Virginia, respectively, and concentrations
                                 of mortgaged properties, in each case,
                                 representing no more than 4.7% of the initial
                                 outstanding pool balance, also exist in several
                                 other states. Mortgaged properties located in
                                 California may be more susceptible to some
                                 types of special hazards that may not be
                                 covered by insurance (such as earthquakes) than
                                 properties located in other parts of the
                                 country. If a borrower does not have insurance
                                 against those risks and a severe casualty
                                 occurs at a mortgaged property, the borrower
                                 may be unable to generate income from the
                                 mortgaged property in order to make payments on
                                 the related mortgage loan. The mortgage loans
                                 generally do not require any borrowers to
                                 maintain earthquake insurance.

                                 For information regarding the location of the
                                 properties securing the mortgage loans included
                                 in loan group 1 and loan group 2, see Appendix
                                 I to this prospectus supplement.

A LARGE CONCENTRATION OF
RETAIL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF RETAIL PROPERTIES....   75 of the mortgaged properties securing 21.3%
                                 of the initial outstanding pool balance
                                 (representing 26.5% of the initial outstanding
                                 loan group 1 balance), are retail properties.
                                 The quality and success of a retail property's
                                 tenants significantly affect the property's
                                 value. The success of retail properties can be
                                 adversely affected by local competitive
                                 conditions and changes in consumer spending
                                 patterns. A borrower's ability to make debt
                                 service payments can be adversely affected if
                                 rents are based on a percentage of the tenant's
                                 sales and sales decline or if the closure of
                                 one store gives rise to lease provisions
                                 permitting the closure of another store.
                                 Additional factors that can affect the success
                                 of a retail property include that certain
                                 tenants may have rights to terminate their
                                 leases, the location of the subject property
                                 and the physical condition and amenities of the
                                 subject property in relation to competing
                                 buildings.


                                      S-51



                                 An "anchor tenant" is proportionately larger in
                                 size than other tenants at a retail property
                                 and is considered to be vital in attracting
                                 customers to a retail property, whether or not
                                 the anchor tenant's premises are part of the
                                 mortgaged property. 38 of the mortgaged
                                 properties, securing 16.3% of the initial
                                 outstanding pool balance (representing 20.2% of
                                 the initial outstanding loan group 1 balance),
                                 are properties considered by the applicable
                                 mortgage loan seller to be occupied by, leased
                                 to or adjacent to one or more anchor tenants.

                                 The presence or absence of an anchor store in a
                                 shopping center also can be important because
                                 anchor stores play a key role in generating
                                 customer traffic and making a center desirable
                                 for other tenants. Consequently, the economic
                                 performance of an anchored retail property will
                                 be adversely affected by:

                                 o    an anchor store's failure to renew its
                                      lease;

                                 o    termination of an anchor store's lease;

                                 o    the bankruptcy or economic decline of an
                                      anchor store or self-owned anchor or the
                                      parent company thereof; or

                                 o    the cessation of the business of an anchor
                                      store at the shopping center, even if, as
                                      a tenant, it continues to pay rent.

                                 There may be retail properties with anchor
                                 stores that are permitted to cease operating at
                                 any time if certain other stores are not
                                 operated at those locations. Furthermore, there
                                 may be non-anchor tenants that are permitted to
                                 offset all or a portion of their rent, pay rent
                                 based solely on a percentage of their sales, or
                                 terminate their leases if certain anchor stores
                                 and/or major tenants are either not operated or
                                 fail to meet certain business objectives.

                                 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
                                 dollars: factory outlet centers, discount
                                 shopping centers and clubs, catalogue
                                 retailers, home shopping networks, internet
                                 websites and telemarketing. 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 may be built in the
                                 areas where the retail properties are located,
                                 which 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.

A LARGE CONCENTRATION OF
OFFICE PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF OFFICE PROPERTIES....   53 of the mortgaged properties, securing
                                 mortgage loans representing 28.0% of the
                                 initial outstanding pool balance (and
                                 representing 34.8% of the initial outstanding
                                 loan group 1 balance), are office properties.


                                      S-52



                                 A large number of factors may affect the value
                                 of these office properties, including:

                                 o    the quality of an office building's
                                      tenants;

                                 o    the diversity of an office building's
                                      tenants, reliance on a single or dominant
                                      tenant or tenants in a volatile industry
                                      (e.g., technology and internet companies
                                      that have experienced or may in the future
                                      experience circumstances that make their
                                      businesses volatile);

                                 o    adverse changes in population, employment
                                      growth and patterns of telecommuting and
                                      sharing office spaces;

                                 o    the physical attributes of the building in
                                      relation to competing buildings, e.g.,
                                      age, condition, design, location, access
                                      to transportation and ability to offer
                                      certain amenities, such as sophisticated
                                      building systems;

                                 o    the availability of parking;

                                 o    the desirability of the area as a business
                                      location;

                                 o    the strength and nature of the local
                                      economy (including labor costs and
                                      quality, tax environment and quality of
                                      life for employees); and

                                 o    the suitability of a space for re-leasing
                                      without significant build-out costs.

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

                                 Included in the office properties referenced
                                 above are 6 medical office properties, which
                                 secure approximately 1.5% of the initial
                                 outstanding pool balance (representing 1.8% of
                                 the initial outstanding loan group 1 balance).
                                 The performance of a medical office property
                                 may depend on the proximity of that 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 to delays in payment) from those
                                 insurers could adversely impact cash flow at
                                 the applicable mortgaged properties. Moreover,
                                 medical office properties appeal to a narrow
                                 market of tenants and the value of a medical
                                 office property may be adversely affected by
                                 the availability of competing medical office
                                 properties.

MULTIFAMILY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF MULTIFAMILY
PROPERTIES....................   87 of the mortgaged properties, securing
                                 mortgage loans representing 22.1% of the
                                 initial outstanding pool balance (which include
                                 3 mortgage loans in loan group 1, representing
                                 4.7% of the initial outstanding loan group 1
                                 balance, and 72 mortgage loans in loan group


                                      S-53



                                 2, representing 94.4% of the initial
                                 outstanding loan group 2 balance), are
                                 multifamily properties.

                                 A large number of factors may affect the value
                                 and successful operation of these multifamily
                                 properties, including:

                                 o    the physical attributes of the apartment
                                      building, such as its age, appearance and
                                      construction quality;

                                 o    the location of the property;

                                 o    distance from employment centers and
                                      shopping areas;

                                 o    the ability of management to provide
                                      adequate maintenance and insurance;

                                 o    the types of services and amenities
                                      provided at the property;

                                 o    the property's reputation;

                                 o    the level of mortgage interest rates and
                                      income and economic conditions (which may
                                      encourage tenants to purchase rather than
                                      rent housing);

                                 o    the presence of competing properties;

                                 o    adverse local or national economic
                                      conditions which may limit the rent that
                                      may be charged and which may result in
                                      increased vacancies;

                                 o    the tenant mix (such as tenants being
                                      predominantly students or military
                                      personnel or employees of a particular
                                      business) and requirements that tenants
                                      meet certain criteria (such as age
                                      restrictions for senior housing);

                                 o    in the case of any student housing
                                      facilities, which may be more susceptible
                                      to damage or wear and tear than other
                                      types of multifamily housing, the reliance
                                      on the financial well-being of the college
                                      or university to which it relates,
                                      competition from on-campus housing units
                                      (which may adversely affect occupancy),
                                      the physical layout of the housing (which
                                      may not be readily convertible to
                                      traditional multifamily use), and student
                                      tenants having a higher turnover rate than
                                      other types of multifamily tenants, which
                                      in certain cases is compounded by the fact
                                      that student leases are available for
                                      periods of less than 12 months;

                                 o    state and local regulations (which may
                                      limit the ability to increase rents); and

                                 o    government assistance/rent subsidy
                                      programs (which may influence tenant
                                      mobility).

                                 In addition to state regulation of the
                                 landlord/tenant relationship, certain counties
                                 and municipalities 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. Any
                                 limitations on a borrower's ability to raise
                                 property rents may impair such


                                      S-54



                                 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 are secured or
                                 may be secured in the future by mortgaged
                                 properties that are subject to certain
                                 affordable housing covenants and other
                                 covenants and restrictions with respect to
                                 various tax credit, city, state and federal
                                 housing subsidies, rent stabilization or
                                 similar programs, in respect of various units
                                 within the mortgaged properties. The
                                 limitations and restrictions imposed by these
                                 programs could result in losses on the mortgage
                                 loans. In addition, in the event that the
                                 program is cancelled, it could result in less
                                 income for the project. These programs may
                                 include, among others:

                                 o    rent limitations that would adversely
                                      affect the ability of borrower to increase
                                      rents to maintain the condition of their
                                      mortgaged properties and satisfy operating
                                      expense;

                                 o    covenants that require a minimum number or
                                      percentage of units be rented to tenants
                                      who have incomes that are substantially
                                      lower than median incomes in the
                                      applicable area or region; and

                                 o    tenant income restrictions that may reduce
                                      the number of eligible tenants in those
                                      mortgaged properties and result in a
                                      reduction in occupancy rates.

                                 The difference in rents between subsidized or
                                 supported properties and other multifamily
                                 rental properties in the same area may not be a
                                 sufficient economic incentive for some eligible
                                 tenants to reside at a subsidized or supported
                                 property that may have fewer amenities or be
                                 less attractive as a residence. As a result,
                                 occupancy levels at a subsidized or supported
                                 property may decline, which may adversely
                                 affect the value and successful operation of
                                 such property.

                                 In addition, multifamily rental properties and
                                 manufactured housing properties are part of a
                                 market that, in general, is characterized by
                                 low barriers to entry. Thus, a particular
                                 multifamily rental/manufactured housing
                                 property market with historically low vacancies
                                 could experience substantial new construction
                                 and a resultant oversupply of rental units
                                 within a relatively short period of time.
                                 Because leases with respect to a multifamily
                                 rental/manufactured housing property are
                                 typically leased on a short-term basis, the
                                 tenants residing at a particular property may
                                 easily move to alternative multifamily
                                 rental/manufactured housing properties with
                                 more desirable amenities or locations or to
                                 single family housing.

                                 Some of the mortgaged real properties 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 Housing and Urban Development. With
                                 respect to certain of the mortgage loans, the
                                 borrower may receive subsidies or other
                                 assistance from government programs. The
                                 related mortgage loan seller may have
                                 underwritten the related mortgage loan on the
                                 assumption that such assistance will continue.
                                 Loss of any applicable assistance could have an
                                 adverse effect on the ability of the related
                                 borrower to make timely payments of debt
                                 service. In addition,


                                      S-55



                                 the restrictions described above relating to
                                 the use of the related mortgaged real property
                                 could reduce the market value of the related
                                 mortgaged real property.

                                 Generally, the mortgaged real property must
                                 satisfy certain requirements, the borrower must
                                 observe certain leasing practices and/or the
                                 tenant(s) must regularly meet certain income
                                 requirements or the mortgaged property must
                                 have certain other characteristics consistent
                                 with government policy related the applicable
                                 program. There is no assurance that such
                                 programs will be continued in their present
                                 form, that the borrower will continue to comply
                                 with the requirements of the programs to enable
                                 the borrower to receive the subsidies in the
                                 future, that the investors in such borrower
                                 will continue to receive the related tax
                                 benefit or that the level of assistance
                                 provided will be sufficient to generate enough
                                 revenues for the related borrower to meet its
                                 obligations under the related mortgage loans.

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

CONDOMINIUM OWNERSHIP MAY
LIMIT USE AND IMPROVEMENTS....   Certain of the mortgage loans that we intend to
                                 include in the issuing entity are secured by a
                                 mortgaged real property that consists of the
                                 related borrower's interest in condominium
                                 interests in buildings and/or other
                                 improvements, the related percentage interests
                                 in the common areas and the related voting
                                 rights in the condominium association. Such
                                 interests may in some cases constitute less
                                 than a majority of such voting rights. In the
                                 case of condominiums, a board of managers
                                 generally has discretion to make decisions
                                 affecting the condominium building and there
                                 may be no assurance that the borrower under a
                                 mortgage loan secured by one or more interests
                                 in that condominium will have any control over
                                 decisions made by the related board of
                                 managers. Thus, decisions made by that board of
                                 managers, including regarding assessments to be
                                 paid by the unit owners, insurance to be
                                 maintained on the condominium building and many
                                 other decisions affecting the maintenance,
                                 repair and, in the event of a casualty or
                                 condemnation, restoration of that building, may
                                 have a significant impact on the mortgage loans
                                 in the issuing entity that are secured by
                                 mortgaged real properties consisting of such
                                 condominium interests. There can be no
                                 assurance that the related board of managers
                                 will always act in the best interests of the
                                 borrower under those mortgage loans. Further,
                                 due to the nature of condominiums, a default
                                 under the related mortgage loan will not allow
                                 the applicable special servicer the same
                                 flexibility in realizing on the collateral as
                                 is generally available with respect to
                                 properties that are not condominiums. For
                                 example, a mortgaged real property may not be
                                 readily convertible due to


                                      S-56



                                 restrictive covenants applicable to a mortgaged
                                 real property subject to a condominium regime.
                                 The rights of other unit owners, the documents
                                 governing the management of the condominium
                                 units and the state and local laws applicable
                                 to condominium units must be considered.
                                 Certain transfers of condominium units may
                                 require filings with state agencies or other
                                 governmental authorities. In addition, in the
                                 event of a casualty with respect to such a
                                 mortgaged real property, due to the possible
                                 existence of multiple loss payees on any
                                 insurance policy covering that mortgaged real
                                 property, there could be a delay in the
                                 allocation of related insurance proceeds if
                                 any. Consequently, servicing and realizing upon
                                 the collateral described above could subject
                                 the certificateholders to a greater delay,
                                 expense and risk than with respect to a
                                 mortgage loan secured by a property that is not
                                 a condominium.

INDUSTRIAL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF INDUSTRIAL
PROPERTIES....................   40 of the mortgaged properties, securing
                                 mortgage loans representing 12.1% of the
                                 initial outstanding pool balance (and
                                 representing 15.0% of the initial outstanding
                                 loan group 1 balance), are industrial
                                 properties. Various factors may adversely
                                 affect the economic performance of these
                                 industrial properties, which could adversely
                                 affect payments on your certificates,
                                 including:

                                 o    quality of tenant;

                                 o    reduced demand for industrial space
                                      because of a decline in a particular
                                      industry segment;

                                 o    increased supply of competing industrial
                                      space because of relative ease in
                                      constructing buildings of this type;

                                 o    a property becoming functionally obsolete;

                                 o    insufficient supply of labor to meet
                                      demand;

                                 o    changes in access to the property, energy
                                      prices, strikes, relocation of highways or
                                      the construction of additional highways;

                                 o    location of the property in relation to
                                      access to transportation;

                                 o    suitability for a particular tenant;

                                 o    building design and adaptability;

                                 o    expense to convert a previously adapted
                                      space to other use;

                                 o    a change in the proximity of supply
                                      sources; and

                                 o    environmental hazards.


                                      S-57



MANUFACTURED HOUSING COMMUNITY
PROPERTIES IN THE MORTGAGE
POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF MANUFACTURED HOUSING
COMMUNITY PROPERTIES..........   7 mortgaged properties, securing mortgage loans
                                 representing 1.0% of the initial outstanding
                                 pool balance (which includes 3 properties,
                                 representing 0.3% of the initial outstanding
                                 loan group 1 balance, and 4 mortgaged
                                 properties in loan group 2 representing 4.3% of
                                 the initial outstanding loan group 2 balance),
                                 are manufactured housing community properties.
                                 Various factors may adversely affect the
                                 economic performance of manufactured housing
                                 community properties, which could adversely
                                 affect payments on your certificates,
                                 including:

                                 o    the physical attributes of the community
                                      (e.g., age, condition and design);

                                 o    the location of the community;

                                 o    the services and amenities provided by the
                                      community and its management (including
                                      maintenance and insurance);

                                 o    the strength and nature of the local
                                      economy (which may limit the amount that
                                      may be charged, the timely payments of
                                      those amounts, and may reduce occupancy
                                      levels);

                                 o    state and local regulations (which may
                                      affect the property owner's ability to
                                      increase amounts charged or limit the
                                      owner's ability to convert the property to
                                      an alternate use);

                                 o    competing residential developments in the
                                      local market, such as other manufactured
                                      housing communities, apartment buildings
                                      and single family homes;

                                 o    the property's reputation;

                                 o    the quality of management;

                                 o    the availability of public water and sewer
                                      facilities, or the adequacy of any such
                                      privately-owned facilities; and

                                 o    the property may not be readily
                                      convertible to an alternate use.

A LARGE CONCENTRATION OF
HOSPITALITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF HOSPITALITY
PROPERTIES....................   24 of the mortgaged properties, securing
                                 mortgage loans representing 10.5% of the
                                 initial outstanding pool balance (and
                                 representing 13.0% of the initial outstanding
                                 loan group 1 balance), are secured by
                                 hospitality properties. Various factors may
                                 adversely affect the economic performance of a
                                 hospitality property, including:

                                 o    location of property and proximity of a
                                      hotel property to major population centers
                                      or attractions;


                                      S-58



                                 o    adverse economic and social conditions,
                                      either local, regional, national or
                                      international, which may limit the amount
                                      that can be charged for a room and reduce
                                      occupancy levels;

                                 o    the construction of competing hotels or
                                      resorts;

                                 o    continuing expenditures for modernizing,
                                      refurbishing and maintaining existing
                                      facilities prior to the expiration of
                                      their anticipated useful lives;

                                 o    franchise affiliation (or lack thereof);

                                 o    limited service hospitality properties
                                      have lower barriers to entry than other
                                      types of hospitality properties, and over
                                      building could occur;

                                 o    a deterioration in the financial strength
                                      or managerial capabilities of the owner
                                      and/or operator of a hotel; and

                                 o    changes in travel patterns, terrorist
                                      attacks, increases in energy prices,
                                      strikes, natural disasters, bad weather,
                                      relocation of highways or the construction
                                      of additional highways.

                                 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 are other types of commercial
                                 properties.

                                 Moreover, the hotel and lodging industry is
                                 generally seasonal in nature. This seasonality
                                 can be expected to cause periodic fluctuations
                                 in a hotel property's revenues, occupancy
                                 levels, room rates and operating expenses.

                                 A hotel's ability to attract customers and/or a
                                 portion of its revenues may depend on its
                                 having a liquor license. The laws and
                                 regulations relating to liquor licenses
                                 generally prohibit the transfer of those liquor
                                 licenses to any other person. In the event of a
                                 foreclosure of a hotel property with a liquor
                                 license, the trustee or a purchaser in a
                                 foreclosure sale would likely have to apply for
                                 a new license. There can be no assurance that a
                                 new liquor 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 generated by the hotel.

                                 A mortgage loan secured by hotel property may
                                 be affiliated with a franchise company through
                                 a franchise agreement or a hotel management
                                 company through a management agreement. The
                                 performance of a hotel property affiliated with
                                 a franchise or hotel management company depends
                                 in part on the continued existence, reputation
                                 and financial strength of the franchisor or
                                 hotel management company and,

                                 o    the public perception of the franchise or
                                      management company or hotel chain service
                                      mark; and

                                 o    the duration of the franchise licensing
                                      agreement or management agreement.


                                      S-59



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

LEASEHOLD INTERESTS ENTAIL
CERTAIN RISKS WHICH MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   4 of the mortgaged properties, securing
                                 mortgage loans representing 0.9% of the initial
                                 outstanding pool balance (which include 4
                                 mortgaged properties in loan group 1, securing
                                 mortgage loans representing 1.1% of the initial
                                 outstanding loan group 1 balance), are subject
                                 to a first mortgage lien on a leasehold
                                 interest under a ground lease. In addition, 313
                                 of the mortgaged properties securing 265
                                 mortgage loans representing 99.1% of the
                                 initial outstanding pool balance (and
                                 representing 98.9% of the initial outstanding
                                 loan group 1 balance, and 100.0% of loan group
                                 2), are secured by a first mortgage lien on a
                                 fee interest in a portion of the mortgaged
                                 property and a leasehold interest in the
                                 remainder of the mortgaged property. In
                                 circumstances where both the fee and leasehold
                                 interest in the entire mortgaged property are
                                 encumbered, we have treated that as simply an
                                 encumbered fee interest. However, a ground
                                 lessor's execution of a mortgage over its fee
                                 interest to secure the ground lessee's debt may
                                 be subject to challenge as a fraudulent
                                 conveyance. Among other things, a legal
                                 challenge to the granting of such lien may
                                 focus on the benefit realized by the ground
                                 lessor from the related mortgage loan. If a
                                 court concluded that the ground lessor's
                                 granting of the mortgage was an avoidable
                                 fraudulent conveyance, it might take actions
                                 detrimental to the holders of the offered
                                 certificates, including, under certain
                                 circumstances, invalidating the mortgage over
                                 the ground lessor's fee interest.

                                 Leasehold mortgage loans are subject to certain
                                 risks not associated with mortgage loans
                                 secured by a lien on the fee estate of the
                                 borrower. The most significant of these risks
                                 is that if the borrower's leasehold were to be
                                 terminated upon a lease default, the lender
                                 would lose its security. Generally, each
                                 related ground lease or ancillary agreement
                                 requires the lessor to give the lender notice
                                 of the borrower's defaults under the ground
                                 lease and an opportunity to cure them, permits
                                 the leasehold interest to be assigned to the
                                 lender or the purchaser at a foreclosure sale,
                                 in some cases only upon the consent of the
                                 lessor, and contains certain other protective
                                 provisions typically included in a
                                 "mortgageable" ground lease.

                                 In addition, certain of the mortgaged
                                 properties are subject to various use
                                 restrictions imposed by the related ground
                                 lease, and these limitations could adversely
                                 affect the ability of the related borrower to
                                 lease or sell the mortgaged property on
                                 favorable terms, thus adversely affecting the
                                 borrower's ability to fulfill its obligations
                                 under the related mortgage loan.

                                 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 has
                                 the right to remain in possession of its leased
                                 premises for the rent otherwise payable under
                                 the lease for


                                      S-60



                                 the term of the lease (including renewals). If
                                 a debtor lessee/borrower rejects any or all of
                                 the lease, the leasehold lender could succeed
                                 to the lessee/borrower's position under the
                                 lease only if the lessor specifically grants
                                 the lender that right. If both the lessor and
                                 the lessee/borrowers are involved in bankruptcy
                                 proceedings, the trustee may be unable to
                                 enforce the bankrupt lessee/borrower's right to
                                 refuse to treat a ground lease rejected by a
                                 bankrupt lessor as terminated. In those
                                 circumstances, a lease could be terminated
                                 notwithstanding lender protection provisions
                                 contained therein or in the mortgage.

                                 In a recent decision by the United States Court
                                 of Appeals for the Seventh Circuit (Precision
                                 Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d
                                 537 (7th Cir. 2003)) the court ruled with
                                 respect to an unrecorded lease of real property
                                 that where a statutory sale of the fee interest
                                 in leased property occurs under Section 363(f)
                                 of the Bankruptcy Code (11 U.S.C. Section
                                 363(f)) upon the bankruptcy of a landlord, such
                                 sale terminates a lessee's possessory interest
                                 in the property, and the purchaser assumes
                                 title free and clear of any interest, including
                                 any leasehold estates. Pursuant to Section
                                 363(e) of the Bankruptcy Code (11 U.S.C.
                                 Section 363(a)), a lessee may request the
                                 bankruptcy court to prohibit or condition the
                                 statutory sale of the property so as to provide
                                 adequate protection of the leasehold interests;
                                 however, the court ruled that this provision
                                 does not ensure continued possession of the
                                 property, but rather entitles the lessee to
                                 compensation for the value of its leasehold
                                 interest, typically from the sale proceeds.
                                 While there are certain circumstances under
                                 which a "free and clear" sale under Section
                                 363(f) of the Bankruptcy Code would not be
                                 authorized (including that the lessee could not
                                 be compelled in a legal or equitable proceeding
                                 to accept a monetary satisfaction of his
                                 possessory interest, and that none of the other
                                 conditions of Section 363(f)(1)-(4) of the
                                 Bankruptcy Code otherwise permits the sale), we
                                 cannot provide assurances that those
                                 circumstances would be present in any proposed
                                 sale of a leased premises. As a result, we
                                 cannot provide assurances that, in the event of
                                 a statutory sale of leased property pursuant to
                                 Section 363(f) of the Bankruptcy Code, the
                                 lessee may be able to maintain possession of
                                 the property under the ground lease. In
                                 addition, we cannot provide assurances that the
                                 lessee and/or the lender will be able to recoup
                                 the full value of the leasehold interest in
                                 bankruptcy court.

                                 Some of the ground leases securing the
                                 mortgaged properties 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.

TENANCIES IN COMMON MAY HINDER
RECOVERY......................   Borrowers under 24 mortgage loans, representing
                                 12.7% of the initial outstanding pool balance
                                 (which include Mortgage Loan Nos. 30, 32, 39,
                                 40, 52-57, 61, 63, 65, 68, 74, 75, 78, 80, 82,
                                 150, 158, 160, 173, 184, 202, 246, 256, 296 and
                                 301), own the related mortgaged property as
                                 tenants-in-common. In general, with respect to
                                 a tenant-in-common ownership structure, each
                                 tenant-in-common owns an undivided interest in
                                 the property and if a tenant-in-common desires
                                 to sell its interest in the property (and is
                                 unable to find a buyer or otherwise needs to
                                 force a partition) the tenant-in-common has the
                                 ability to request that a court order a sale of
                                 the property and distribute the proceeds to
                                 each tenant-in-common proportionally.


                                      S-61



                                 The bankruptcy, dissolution or action for
                                 partition by one or more of the
                                 tenants-in-common could result in an early
                                 repayment of the related mortgage loan, a
                                 significant delay in recovery against the
                                 tenant-in-common mortgagors, a material
                                 impairment in property management and a
                                 substantial decrease in the amount recoverable
                                 upon the related mortgage loan. In some cases,
                                 the related mortgage loan documents provide for
                                 full recourse to the related tenant-in-common
                                 borrower or the guarantor if a tenant-in-common
                                 files for partition or bankruptcy. In some
                                 cases, the related tenant-in-common borrower
                                 waived its right to partition, reducing the
                                 risk of partition. However, there can be no
                                 assurance that, if challenged, this waiver
                                 would be enforceable. In most cases, the
                                 related tenant-in-common borrower is a special
                                 purpose entity (in some cases
                                 bankruptcy-remote), reducing the risk of
                                 bankruptcy. 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. There can be no assurance
                                 that a bankruptcy proceeding by a single
                                 tenant-in-common borrower will not delay
                                 enforcement of this mortgage loan.

TENANT BANKRUPTCY MAY
ADVERSELY AFFECT THE INCOME
PRODUCED BY THE PROPERTY AND
MAY ADVERSELY AFFECT THE
PAYMENTS ON YOUR
CERTIFICATES..................   Certain tenants at some of the mortgaged
                                 properties may have been, may currently be or
                                 may in the future become a party to a
                                 bankruptcy proceeding. The bankruptcy or
                                 insolvency of a major tenant, or a number of
                                 smaller tenants, in retail, industrial and
                                 office properties may adversely affect the
                                 income produced by the property. Under the
                                 federal bankruptcy code, a tenant/debtor has
                                 the option of affirming 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 1 year, or
                                 15%, not to exceed 3 years, of the remaining
                                 term of the lease. The actual amount of the
                                 recovery could be less than the amount of the
                                 claim.

ENVIRONMENTAL LAWS ENTAIL
RISKS THAT MAY ADVERSELY
AFFECT PAYMENTS ON YOUR
CERTIFICATES..................   Various environmental laws may make a current
                                 or previous owner or operator of real property
                                 liable for the costs of removal or remediation
                                 of hazardous or toxic substances on, under or
                                 adjacent to the property. Those laws often
                                 impose liability whether or not the owner or
                                 operator knew of, or was responsible for, the
                                 presence of the hazardous or toxic substances.
                                 For example, certain laws impose liability for
                                 release of asbestos-containing materials into
                                 the air or require the removal or containment
                                 of asbestos-containing materials. In some
                                 states, contamination of a property may give
                                 rise to a lien on the property to assure
                                 payment of the costs of cleanup. In some
                                 states, this lien has priority over the lien of
                                 a pre-existing mortgage. Additionally, third
                                 parties may seek recovery from owners or
                                 operators of real properties for cleanup costs,
                                 property damage or personal injury associated
                                 with releases of, or other exposure to
                                 hazardous substances related to the properties.


                                      S-62



                                 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 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.

ENVIRONMENTAL RISKS RELATING
TO SPECIFIC MORTGAGED
PROPERTIES MAY ADVERSELY
AFFECT PAYMENTS ON YOUR
CERTIFICATES..................   In general, in connection with the origination
                                 of the mortgage loans, environmental site
                                 assessments were prepared for the related
                                 mortgaged properties. In all cases where such
                                 environmental site assessments were prepared,
                                 the minimum standard required for such
                                 environmental site assessments was generally a
                                 Phase I type of environmental site assessment.
                                 Phase I environmental site assessments
                                 generally include a site inspection, interview
                                 of knowledgeable persons, review of certain
                                 records and government databases, and
                                 preparation of a report by an environmental
                                 professional, but do not usually include
                                 sampling and laboratory analysis.

                                 With respect to the mortgaged properties for
                                 which environmental site assessments (or
                                 updates of previous assessments), were prepared
                                 on or after May 10, 2005 (which were prepared
                                 for each mortgaged property in the trust), the
                                 related mortgage loan seller will represent to
                                 us that, as of the cut-off date and subject to
                                 certain specified exceptions, it has no
                                 knowledge of any material and adverse
                                 environmental condition or circumstance
                                 affecting the applicable mortgaged property
                                 that was not disclosed in the assessment.

                                 The environmental assessments generally did not
                                 disclose the presence or risk of environmental
                                 contamination that is considered materially
                                 adverse to the interests of the holders of the
                                 certificates and the value of the mortgage
                                 loan; however, in certain cases, these
                                 assessments did reveal conditions that resulted
                                 in requirements that the related borrowers
                                 establish operations and maintenance plans,
                                 monitor the mortgaged property or nearby
                                 properties, abate or remediate the condition,
                                 establish a reserve fund at the origination of
                                 the mortgage loan, provide additional security
                                 such as letters of credit or stand-alone
                                 secured creditor impaired property policies,
                                 and/or take other actions necessary to address
                                 such adverse conditions. For instance, initial
                                 testing of a sampling of units on some of the
                                 mortgaged properties subject to the mortgage
                                 loans in the trust sold to the depositor by
                                 Massachusetts Life Insurance Company indicated
                                 radon gas level results above the Environmental
                                 Protection Agency's published guidelines at a
                                 portion of the units tested. Follow up by the
                                 borrowers has been requested, including
                                 re-testing of the affected units. We cannot
                                 assure you, however, that any environmental
                                 assessments revealed or accurately quantified
                                 all existing or potential environmental risks
                                 or that all adverse environmental conditions
                                 have been completely abated or remediated or
                                 that any reserves, insurance or operations and


                                      S-63



                                 maintenance plans will be sufficient to
                                 remediate the environmental conditions.
                                 Moreover, we cannot assure you that: (i) future
                                 laws, ordinances or regulations will not impose
                                 any material environmental liability; or (ii)
                                 the current environmental condition of the
                                 mortgaged properties will not be adversely
                                 affected by tenants or by the condition of land
                                 or operations in the vicinity of the mortgaged
                                 properties (such as any leaking underground
                                 storage tanks).

                                 Portions of some of the mortgaged properties
                                 securing the mortgage loans were previously
                                 operated as or are located near other
                                 properties currently or previously operated as
                                 on-site dry-cleaners or gasoline stations. Both
                                 types of operations involve the use and storage
                                 of hazardous materials, leading to an increased
                                 risk of liability to the tenant, the landowner
                                 and, under certain circumstances, a lender
                                 (such as the trust) under environmental laws.
                                 Dry-cleaners and gasoline station operators may
                                 be required to obtain various environmental
                                 permits or licenses in connection with their
                                 operations and activities and to comply with
                                 various environmental laws, including those
                                 governing the use and storage of hazardous
                                 materials. These operations incur ongoing costs
                                 to comply with environmental laws governing,
                                 among other things, containment systems and
                                 underground storage tank systems. In addition,
                                 any liability to borrowers under environmental
                                 laws, especially in connection with releases
                                 into the environment of gasoline, dry-cleaning
                                 solvents or other hazardous materials from
                                 underground storage tank systems or otherwise,
                                 could adversely impact the related borrower's
                                 ability to repay the related mortgage loan.

                                 In addition, problems associated with mold may
                                 pose risks to real property and may also be the
                                 basis for personal injury claims against a
                                 borrower. Although, in general, the mortgaged
                                 properties are required to be inspected
                                 periodically, there is no set of generally
                                 accepted standards for the assessment of mold
                                 currently in place. Problems associated with
                                 mold could result in the interruption of cash
                                 flow, remediation expenses and litigation which
                                 could adversely impact collections from a
                                 mortgaged property. In addition, many of the
                                 insurance policies presently covering the
                                 mortgaged properties may specifically exclude
                                 losses due to mold.

                                 Before the special servicer acquires title to a
                                 mortgaged property on behalf of the trust or
                                 assumes operation of the property, it must
                                 obtain an environmental assessment of the
                                 property, or rely on a recent environmental
                                 assessment. This requirement will decrease the
                                 likelihood that the trust will become liable
                                 under any environmental law. However, this
                                 requirement may effectively preclude
                                 foreclosure until a satisfactory environmental
                                 assessment is obtained, or until any required
                                 remedial action is thereafter taken. There is
                                 accordingly some risk that the mortgaged
                                 property will decline in value while this
                                 assessment is being obtained. Moreover, we
                                 cannot assure you that this requirement will
                                 effectively insulate the trust from potential
                                 liability under environmental laws. Any such
                                 potential liability could reduce or delay
                                 payments to the certificateholders.

IF A BORROWER IS UNABLE TO
REPAY ITS LOAN ON ITS MATURITY
DATE, YOU MAY EXPERIENCE A
LOSS..........................   268 of the mortgage loans (including
                                 hyperamortizing mortgage loans), representing
                                 99.9% of the initial outstanding pool balance
                                 (which include 192 mortgage loans in loan group
                                 1, representing 100.0% of the


                                      S-64



                                 initial outstanding loan group 1 balance, and
                                 76 mortgage loans in loan group 2, representing
                                 99.5% of the initial outstanding loan group 2
                                 balance), are balloon loans. For purposes of
                                 this prospectus supplement, we consider a
                                 mortgage loan to be a "balloon loan" if its
                                 principal balance is not scheduled to be fully
                                 or substantially amortized by the loan's
                                 respective anticipated repayment date (in the
                                 case of a hyperamortizing loan) or maturity
                                 date. We cannot assure you that each borrower
                                 will have the ability to repay the principal
                                 balance outstanding on the pertinent date,
                                 especially under a scenario where interest
                                 rates have increased from the historically low
                                 interest rates in effect at the time that most
                                 of the mortgage loans were originated. Balloon
                                 loans involve greater risk than fully
                                 amortizing loans because the borrower's ability
                                 to repay the loan on its anticipated repayment
                                 date or maturity date typically will depend
                                 upon its ability either to refinance the 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:

                                 o    the availability of, and competition for,
                                      credit for commercial real estate
                                      projects;

                                 o    prevailing interest rates;

                                 o    the fair market value of the related
                                      mortgaged property;

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

                                 o    the borrower's financial condition;

                                 o    the operating history and occupancy level
                                      of the mortgaged property;

                                 o    tax laws; and

                                 o    prevailing general and regional economic
                                      conditions.

                                 The availability of funds in the credit markets
                                 fluctuates over time.

                                 None of the mortgage loan sellers or their
                                 respective affiliates are under any obligation
                                 to refinance any mortgage loan.

A BORROWER'S OTHER LOANS MAY
REDUCE THE CASH FLOW AVAILABLE
TO THE MORTGAGED PROPERTY
WHICH MAY ADVERSELY AFFECT
PAYMENT ON YOUR CERTIFICATES..   Except as set forth below, each of the mortgage
                                 loan sellers will represent that, to its
                                 knowledge, none of the other mortgaged
                                 properties secure any loans that are
                                 subordinate to the related mortgage loan unless
                                 those other loans are included in the trust.
                                 However, the mortgage loan sellers generally
                                 have not obtained updated title reports or
                                 otherwise taken steps to confirm that no
                                 additional secured subordinate financing
                                 exists.

                                 The mortgaged property securing Mortgage Loan
                                 No. 25, Natick Mall, representing 8.2% of the
                                 initial outstanding pool balance, also secures
                                 a subordinate B note and a subordinate C note
                                 that are not included in the trust. See
                                 "Description of the Mortgage Pool--The Natick
                                 Mall Mortgage Loan" in this prospectus
                                 supplement.


                                      S-65



                                 The mortgaged property securing Mortgage Loan
                                 No. 197, Jones Road Shopping Center,
                                 representing 0.2% of the initial outstanding
                                 pool balance, also secure a subordinate B note
                                 that is not included in the trust. See
                                 "Description of the Mortgage Pool--The Jones
                                 Road Shopping Center Mortgage Loan" in this
                                 prospectus supplement.

                                 The mortgaged property securing Mortgage Loan
                                 No. 105, Harbor Pointe, Mortgage Loan No. 108,
                                 Creekwood Landing, Mortgage Loan No. 116,
                                 Colony Oaks by the Bay Apartments, Mortgage
                                 Loan No. 158, Arizona Commons II, Mortgage Loan
                                 No. 176, Leisure Village MHC, and Mortgage Loan
                                 No. 297, Huntingdon Plaza Shopping Center,
                                 which represent, in the aggregate, 1.4% of the
                                 outstanding pool balance, also each secure a
                                 subordinate B note that is not included in the
                                 trust. See "Description of the Mortgage
                                 Pool--The LaSalle Senior Mortgage Loans" in
                                 this prospectus supplement. The mortgaged
                                 properties securing Mortgage Loan No. 105, 108
                                 and 116, which represent, in the aggregate,
                                 0.9% of the outstanding pool balance, also have
                                 mezzanine debt in place. See "Description of
                                 the Mortgage Pool--The LaSalle Senior Mortgage
                                 Loans" in this prospectus supplement.

                                 The borrowers under 2 of the mortgage loans
                                 that are secured by low income multifamily
                                 housing, representing 0.5% of the initial
                                 outstanding pool balance (and representing 2.4%
                                 of the initial outstanding loan group 2
                                 balance), have incurred a limited amount of
                                 indebtedness from local housing administration
                                 agencies or social welfare organizations, and
                                 that indebtedness is secured by the related
                                 mortgaged property. Each of such indebtedness
                                 is subordinate to the related mortgage loan
                                 either by its terms or by a subordination
                                 agreement.

                                 The mortgaged property securing the North Oaks
                                 Apartments (identified in Appendix II to this
                                 prospectus supplement as Mortgage Loan No.
                                 115), representing 0.3% of the Initial Pool
                                 Balance, currently secures two municipal bonds.

                                 The borrower under Mortgage Loan No. 162,
                                 Stoneybrook Apartments, representing 0.2% of
                                 the initial outstanding pool balance,
                                 representing 1.0% of the initial outstanding
                                 loan group 2 balance, has incurred a limited
                                 amount of indebtedness from a local
                                 redevelopment agency, and that indebtedness is
                                 secured by the related mortgaged property. Such
                                 indebtedness is subordinate to the related
                                 mortgaged loan by the terms of a subordination
                                 agreement.

                                 In general, the mortgage loans permit or do not
                                 prohibit additional financing that is not
                                 secured by the mortgaged property, including,
                                 but not limited to, trade payables and
                                 indebtedness secured by equipment or other
                                 personal property located at the mortgaged
                                 property and/or permit or do not prohibit the
                                 owners or the constituent members of the
                                 borrower to incur indebtedness, including
                                 financings secured by a pledge of their
                                 interests in the borrower. In general,
                                 borrowers that have not agreed to certain
                                 special purpose covenants in the related
                                 mortgage loan documents may be permitted to
                                 incur additional financing that is not secured
                                 by the mortgaged property. The organizational
                                 documents for the borrowers under certain
                                 mortgage loans in the trust (including all of
                                 the mortgage loans in the trust sold to


                                      S-66



                                 the depositor by Massachusetts Mutual Life
                                 Insurance Company) do not require the borrowers
                                 to be special purpose entities.

                                 In addition to the 3 mortgage loans mentioned
                                 above which have both additional secured debt
                                 and mezzanine debt in place, 2 mortgage loans,
                                 representing 4.3% of the initial outstanding
                                 pool balance and representing 5.3% of the
                                 initial outstanding loan group 1 balance, have
                                 mezzanine debt currently in place.

                                 23 mortgage loans, representing 26.8% of the
                                 initial outstanding pool balance (which include
                                 19 mortgage loans in loan group 1, representing
                                 31.2% of the initial outstanding loan group 1
                                 balance, and 4 mortgage loans in loan group 2,
                                 representing 8.6% of the initial outstanding
                                 loan group 2 balance), permit future mezzanine
                                 debt to be incurred upon the satisfaction of
                                 certain conditions.

                                 In the case of some or all of the mortgage
                                 loans with existing subordinate or mezzanine
                                 debt, the holder of the subordinate or
                                 mezzanine loan has the right to cure certain
                                 defaults occurring on the mortgage loan and/or
                                 the right to purchase the mortgage loan from
                                 the trust if certain defaults on the mortgage
                                 loan occur. The purchase price required to be
                                 paid in connection with such a purchase is
                                 generally equal to the outstanding principal
                                 balance of the mortgage loan, together with
                                 accrued and unpaid interest on, and all unpaid
                                 servicing expenses and advances relating to,
                                 the mortgage loan. The specific rights of the
                                 related subordinate or mezzanine lender with
                                 respect to any future subordinate or mezzanine
                                 debt will be specified in the related
                                 intercreditor agreement and may include rights
                                 substantially similar to the cure and
                                 repurchase rights described in the preceding
                                 sentence. Such purchase price generally does
                                 not include a yield maintenance premium or
                                 prepayment premium. Accordingly, such purchase
                                 (if made prior to the maturity date or
                                 anticipated repayment date) will have the
                                 effect of a prepayment made without payment of
                                 a yield maintenance premium or prepayment
                                 premium.

                                 For further information with respect to
                                 subordinate debt, mezzanine debt and other
                                 financing, see Appendix II.

                                 No representation is made as to whether any
                                 other secured subordinate financing currently
                                 encumbers any mortgaged property or whether a
                                 third-party holds debt secured by a pledge of
                                 equity ownership interests in a related
                                 borrower. Debt that is incurred by the owner of
                                 equity in one or more borrowers and is secured
                                 by a guaranty of the borrower or by a pledge of
                                 the equity ownership interests in those
                                 borrowers effectively reduces the equity
                                 owners' economic stake in the related mortgaged
                                 property. The existence of such debt may reduce
                                 cash flow on the related borrower's mortgaged
                                 property after the payment of debt service and
                                 may increase the likelihood that the owner of a
                                 borrower will permit the value or income
                                 producing potential of a mortgaged property to
                                 suffer by not making capital infusions to
                                 support the mortgaged property.

                                 When a borrower, or its equity owners, also has
                                 one or more other outstanding loans, even if
                                 the loans are subordinated or are mezzanine
                                 loans not directly secured by the mortgaged
                                 property, the trust is subjected to additional
                                 risks. For example, the borrower may have
                                 difficulty servicing and repaying multiple
                                 loans. Also, the existence of


                                      S-67



                                 another loan generally will make it more
                                 difficult for the borrower to obtain
                                 refinancing of the mortgage loan and may thus
                                 jeopardize the borrower's ability to repay any
                                 balloon payment due under the mortgage loan at
                                 maturity. Moreover, the need to service
                                 additional debt may reduce the cash flow
                                 available to the borrower to operate and
                                 maintain the mortgaged property.

                                 Additionally, if the borrower, or its equity
                                 owners, are obligated to another lender,
                                 actions taken by other lenders could impair the
                                 security available to the trust. If the other
                                 lender files an involuntary bankruptcy petition
                                 against the borrower, or the borrower files a
                                 voluntary bankruptcy petition to stay
                                 enforcement by that lender, the trust's ability
                                 to foreclose on the property will be
                                 automatically stayed, and principal and
                                 interest payments might not be made during the
                                 course of the bankruptcy case. The bankruptcy
                                 of the other lender also may operate to stay
                                 foreclosure by the trust.

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

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

BANKRUPTCY PROCEEDINGS
RELATING TO A BORROWER CAN
RESULT IN DISSOLUTION OF THE
BORROWER AND THE ACCELERATION
OF THE RELATED MORTGAGE LOAN
AND CAN OTHERWISE ADVERSELY
IMPACT REPAYMENT OF THE
RELATED MORTGAGE LOAN.........   Under the federal bankruptcy code, the filing
                                 of a bankruptcy petition by or against a
                                 borrower will stay a sale of real property
                                 owned by that borrower, as well as the
                                 commencement or continuation of a foreclosure
                                 action. In addition, if a court determines that
                                 the value of the mortgaged property is less
                                 than the principal balance of the mortgage loan
                                 it secures, the court may reduce the amount of
                                 secured indebtedness to the then-current value
                                 of the mortgaged property. Such an action would
                                 make the lender a general unsecured creditor
                                 for the


                                      S-68



                                 difference between the then-current value and
                                 the amount of its outstanding mortgage
                                 indebtedness. A bankruptcy court also may:

                                 o    grant a debtor a reasonable time to cure a
                                      payment default on a mortgage loan;

                                 o    reduce monthly payments due under a
                                      mortgage loan;

                                 o    change the rate of interest due on a
                                      mortgage loan; or

                                 o    otherwise alter the terms of the mortgage
                                      loan, including the repayment schedule.

                                 Additionally, the trustee of the borrower's
                                 bankruptcy or the borrower, as debtor in
                                 possession, has special powers to avoid,
                                 subordinate or disallow debts. In some
                                 circumstances, the claims of the mortgage
                                 lender may be subordinated to financing
                                 obtained by a debtor-in-possession subsequent
                                 to its bankruptcy.

                                 The filing of a bankruptcy petition will also
                                 stay the lender 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 costly and may significantly delay or
                                 reduce the lender's receipt of rents. A
                                 bankruptcy court may also permit rents
                                 otherwise subject to an assignment and/or
                                 lockbox arrangement to be used by the borrower
                                 to maintain the mortgaged property or for other
                                 court authorized expenses.

                                 As a result of the foregoing, the 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.

                                 A number of the borrowers under the mortgage
                                 loans are limited or general partnerships.
                                 Under some circumstances, the bankruptcy of a
                                 general partner of the partnership may result
                                 in the dissolution of that partnership. The
                                 dissolution of a borrower partnership, the
                                 winding up of its affairs and the distribution
                                 of its assets could result in an early
                                 repayment of the related mortgage loan.

                                 In addition, certain of the mortgage loans have
                                 sponsors or borrowers that have previously
                                 filed bankruptcy, which in some cases may have
                                 involved the same property which currently
                                 secures the mortgage loan. In each case, the
                                 related entity or person has emerged from
                                 bankruptcy. However, we cannot assure you that
                                 such sponsors or borrowers will not be more
                                 likely than other sponsors to utilize their
                                 rights in bankruptcy in the event of any
                                 threatened action by the mortgagee to enforce
                                 its rights under the related loan documents.

CERTAIN OF THE MORTGAGE LOANS
WERE NOT SPECIFICALLY
ORIGINATED FOR
SECURITIZATION................   Certain of the mortgage loans were not
                                 originated specifically for securitization, and
                                 generally those mortgage loans lack many
                                 provisions which are customary in mortgage
                                 loans intended for securitization. Generally,
                                 the borrowers with respect to these mortgage
                                 loans are not required to make payments to
                                 lockboxes or to maintain reserves for certain
                                 expenses, such as taxes, insurance premiums,


                                      S-69



                                 capital expenditures, tenant improvements and
                                 leasing commissions, and the lenders under
                                 these mortgage loans do not have the right to
                                 terminate the related property manager upon the
                                 occurrence of certain events or require lender
                                 approval of a replacement property manager.

BORROWERS THAT ARE NOT SPECIAL
PURPOSE ENTITIES MAY BE MORE
LIKELY TO FILE BANKRUPTCY
PETITIONS AND THIS MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   While many of the borrowers have agreed to
                                 certain special purpose covenants to limit the
                                 bankruptcy risk arising from activities
                                 unrelated to the operation of the property,
                                 some borrowers (including, but not limited to,
                                 the borrowers with respect to all but two of
                                 the mortgage loans sold to the depositor by
                                 Massachusetts Mutual Life Insurance Company)
                                 are not special purpose entities. The loan
                                 documents and organizational documents of these
                                 borrowers that are not special purpose entities
                                 generally do not limit the purpose of the
                                 borrowers to owning the mortgaged properties
                                 and do not contain the representations,
                                 warranties and covenants customarily employed
                                 to ensure that a borrower is a special purpose
                                 entity (such as limitations on indebtedness,
                                 affiliate transactions and the conduct of other
                                 businesses, restrictions on the borrower's
                                 ability to dissolve, liquidate, consolidate,
                                 merge or sell all of its assets and
                                 restrictions upon amending its organizational
                                 documents). Consequently, these borrowers may
                                 have other monetary obligations, and certain of
                                 the loan documents provide that a default under
                                 any such other obligations constitutes a
                                 default under the related mortgage loan. In
                                 addition, many of the borrowers and their
                                 owners do not have an independent director
                                 whose consent would be required to file a
                                 bankruptcy petition on behalf of the applicable
                                 borrower. One of the purposes of an independent
                                 director is to avoid a bankruptcy petition
                                 filing that is intended solely to benefit a
                                 borrower's affiliate and is not justified by
                                 the borrower's own economic circumstances.
                                 Therefore, the borrowers described above may be
                                 more likely to file or be subject to voluntary
                                 or involuntary bankruptcy petitions which may
                                 adversely affect payments on your certificates.

THE OPERATION OF COMMERCIAL
PROPERTIES IS DEPENDENT UPON
SUCCESSFUL MANAGEMENT.........   The successful operation of a real estate
                                 project depends upon the property manager's
                                 performance and viability. The property manager
                                 is generally responsible for:

                                 o    responding to changes in the local market;

                                 o    planning and implementing the rental
                                      structure;

                                 o    operating the property and providing
                                      building services;

                                 o    managing operating expenses; and

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


                                      S-70



                                 Properties deriving revenues primarily from
                                 short-term sources are generally more
                                 management-intensive than properties leased to
                                 creditworthy tenants under long-term leases.

                                 A property manager, by controlling costs,
                                 providing appropriate service to tenants and
                                 seeing to property maintenance and general
                                 upkeep, can improve cash flow, reduce vacancy,
                                 leasing and repair costs and preserve building
                                 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.

                                 We make no representation or warranty as to the
                                 skills of any present or future managers.
                                 Additionally, we cannot assure you that the
                                 property managers will be in a financial
                                 condition to fulfill their management
                                 responsibilities throughout the terms of their
                                 respective management agreements.

PROVISIONS REQUIRING YIELD
MAINTENANCE CHARGES OR
DEFEASANCE PROVISIONS MAY NOT
BE ENFORCEABLE................   Provisions prohibiting prepayment during a
                                 lockout period or requiring the payment of
                                 prepayment premiums or yield maintenance
                                 charges may not be enforceable in some states
                                 and under federal bankruptcy law. Provisions
                                 requiring the payment of prepayment premiums or
                                 yield maintenance charges also may be
                                 interpreted as constituting the collection of
                                 interest for usury purposes. Accordingly, we
                                 cannot assure you that the obligation to pay
                                 any prepayment premium or yield maintenance
                                 charge will be enforceable either in whole or
                                 in part. Also, we cannot assure you that
                                 foreclosure proceeds will be sufficient to pay
                                 an enforceable prepayment premium or yield
                                 maintenance charge.

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

THE ABSENCE OF LOCKBOXES
ENTAILS RISKS THAT COULD
ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES..........   The mortgage loans generally do not require the
                                 related borrower to cause rent and other
                                 payments to be made into a lockbox account
                                 maintained on behalf of the lender. If rental
                                 payments are not required to be made directly
                                 into a lockbox account, there is a risk that
                                 the borrower will divert those funds for
                                 purposes other than the payment of the mortgage
                                 loan and maintaining the mortgaged property.

ENFORCEABILITY OF
CROSS-COLLATERALIZATION
PROVISIONS MAY BE CHALLENGED
AND THE BENEFITS OF THESE
PROVISIONS MAY OTHERWISE BE
LIMITED AND MAY ADVERSELY
AFFECT PAYMENTS
ON YOUR CERTIFICATES..........   The mortgage pool includes 23 groups of
                                 mortgage loans, representing 15.0% of the
                                 initial outstanding pool balance (which include
                                 12 groups


                                      S-71



                                 of mortgage loans in loan group 1, representing
                                 14.8% of the initial outstanding loan group 1
                                 balance, and 11 groups of mortgage loans in
                                 loan group 2, representing 15.6% of the initial
                                 outstanding loan group 2 balance), under which
                                 an aggregate amount of indebtedness is
                                 evidenced by multiple obligations that are
                                 cross-defaulted and cross-collateralized among
                                 multiple mortgaged properties.

                                 Cross-collateralization arrangements involving
                                 more than one borrower could be challenged as
                                 fraudulent conveyances if:

                                 o    one of the borrowers were to become a
                                      debtor in a bankruptcy case, or were to
                                      become subject to an action brought by one
                                      or more of its creditors outside a
                                      bankruptcy case;

                                 o    the related borrower did not receive fair
                                      consideration or reasonably equivalent
                                      value when it allowed its mortgaged real
                                      property or properties to be encumbered by
                                      a lien benefiting the other borrowers; and

                                 o    the borrower was insolvent when it granted
                                      the lien, was rendered insolvent by the
                                      granting of the lien or was left with
                                      inadequate capital, or was unable to pay
                                      its debts as they matured.

                                 Among other things, a legal challenge to the
                                 granting of the liens may focus on:

                                 o    the benefits realized by such borrower
                                      entity from the respective mortgage loan
                                      proceeds as compared to the value of its
                                      respective property; and

                                 o    the overall cross-collateralization.

                                 If a court were to conclude that the granting
                                 of the liens was an avoidable fraudulent
                                 conveyance, that court could subordinate all or
                                 part of the borrower's respective mortgage loan
                                 to existing or future indebtedness of that
                                 borrower. The court also could recover payments
                                 made under that mortgage loan or take other
                                 actions detrimental to the holders of the
                                 certificates, including, under certain
                                 circumstances, invalidating the loan or the
                                 related mortgages that are subject to this
                                 cross-collateralization.

                                 Furthermore, when multiple real properties
                                 secure a mortgage loan or group of
                                 cross-collateralized mortgage loans, the amount
                                 of the mortgage encumbering any particular one
                                 of those properties may be less than the full
                                 amount of the related mortgage loan or group of
                                 cross-collateralized mortgage loans, generally,
                                 to minimize recording tax. This mortgage amount
                                 may equal the appraised value or allocated loan
                                 amount for the mortgaged real property and will
                                 limit the extent to which proceeds from the
                                 property will be available to offset declines
                                 in value of the other properties securing the
                                 same mortgage loan or group of
                                 cross-collateralized mortgage loans.


                                      S-72



RESERVES TO FUND CAPITAL
EXPENDITURES MAY BE
INSUFFICIENT AND THIS MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   Many of the mortgage loans do not require the
                                 borrowers to set aside funds for specific
                                 reserves controlled by the lender. Even to the
                                 extent that the mortgage loans require any such
                                 reserves, we cannot assure you that any reserve
                                 amounts will be sufficient to cover the actual
                                 costs of items such as taxes, insurance
                                 premiums, capital expenditures, tenant
                                 improvements and leasing commissions (or other
                                 items for which the reserves were established)
                                 or that borrowers under the related mortgage
                                 loans will put aside sufficient funds to pay
                                 for those items. We also cannot assure you that
                                 cash flow from the properties will be
                                 sufficient to fully fund the ongoing monthly
                                 reserve requirements or to enable the borrowers
                                 under the related mortgage loans to fully pay
                                 for those items.

INADEQUACY OF TITLE INSURERS
MAY ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES..........   Title insurance for a mortgaged property
                                 generally insures a lender against risks
                                 relating to a lender not having a first lien
                                 with respect to a mortgaged property, and in
                                 some cases can insure a lender against specific
                                 other risks. The protection afforded by title
                                 insurance depends on the ability of the title
                                 insurer to pay claims made upon it. We cannot
                                 assure you that:

                                 o    a title insurer will have the ability to
                                      pay title insurance claims made upon it;

                                 o    the title insurer will maintain its
                                      present financial strength; or

                                 o    a title insurer will not contest claims
                                      made upon it.

MORTGAGED PROPERTIES SECURING
THE MORTGAGE LOANS THAT ARE
NOT IN COMPLIANCE WITH ZONING
AND BUILDING CODE REQUIREMENTS
AND USE RESTRICTIONS COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   Noncompliance with zoning and building codes
                                 may cause the borrower to experience cash flow
                                 delays and shortfalls that would reduce or
                                 delay the amount of proceeds available for
                                 distributions on your certificates. At
                                 origination of the mortgage loans, the mortgage
                                 loan sellers took steps to establish that the
                                 use and operation of the mortgaged properties
                                 securing the mortgage loans were in compliance
                                 in all material respects with, or were legally
                                 existing non-conforming uses or structures
                                 under, all applicable zoning, land-use and
                                 building ordinances, rules, regulations, and
                                 orders. Evidence of this compliance may be in
                                 the form of legal opinions, confirmations from
                                 government officials, title policy
                                 endorsements, appraisals, zoning consultants'
                                 reports and/or representations by the related
                                 borrower in the related mortgage loan
                                 documents. These steps may not have revealed
                                 all possible violations and certain mortgaged
                                 properties that were in compliance may not
                                 remain in compliance.

                                 Some violations of zoning, land use and
                                 building regulations may be known to exist at
                                 any particular mortgaged property, but the
                                 mortgage


                                      S-73



                                 loan sellers generally do not consider those
                                 defects known to them to be material or have
                                 obtained policy endorsements and/or law and
                                 ordinance insurance to mitigate the risk of
                                 loss associated with any material violation or
                                 noncompliance. In some cases, the use,
                                 operation and/or structure of a mortgaged
                                 property constitutes a permitted nonconforming
                                 use and/or structure as a result of changes in
                                 zoning laws after those mortgaged properties
                                 were constructed and the structure may not be
                                 rebuilt to its current state or be used for its
                                 current purpose if a material casualty event
                                 occurs. Insurance proceeds may not be
                                 sufficient to pay the mortgage loan in full if
                                 a material casualty event were to occur, or the
                                 mortgaged property, as rebuilt for a conforming
                                 use, may not generate sufficient income to
                                 service the mortgage loan and the value of the
                                 mortgaged property or its revenue producing
                                 potential may not be the same as it was before
                                 the casualty. If a mortgaged property could not
                                 be rebuilt to its current state or its current
                                 use were no longer permitted due to building
                                 violations or changes in zoning or other
                                 regulations, then the borrower might experience
                                 cash flow delays and shortfalls or be subject
                                 to penalties that would reduce or delay the
                                 amount of proceeds available for distributions
                                 on your certificates.

                                 Certain mortgaged properties may be subject to
                                 use restrictions pursuant to reciprocal
                                 easement or operating agreements which could
                                 limit the borrower's right to operate certain
                                 types of facilities within a prescribed radius.
                                 These limitations could adversely affect the
                                 ability of the borrower to lease the mortgaged
                                 property on favorable terms.

CONDEMNATIONS WITH RESPECT TO
MORTGAGED PROPERTIES SECURING
THE MORTGAGE LOANS COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   From time to time, there may be condemnations
                                 pending or threatened against one or more of
                                 the mortgaged properties. There can be no
                                 assurance that the proceeds payable in
                                 connection with a total condemnation will 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
                                 the affected mortgaged property, or on an
                                 affected borrower's ability to meet its
                                 obligations under the related mortgage loan.
                                 Therefore, we cannot assure you that the
                                 occurrence of any condemnation will not have a
                                 negative impact upon the distributions on your
                                 certificates.

IMPACT OF TERRORIST ATTACKS
AND MILITARY OPERATIONS ON THE
FINANCIAL MARKETS AND YOUR
INVESTMENT....................   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. It is impossible to predict
                                 whether, or the extent to which, future
                                 terrorist activities may occur in the United
                                 States.

                                 The United States military currently occupies
                                 Iraq and maintains a presence in Afghanistan,
                                 which may prompt further terrorist attacks
                                 against the United States.


                                      S-74



                                 It is uncertain what effects the U.S. military
                                 occupation of Iraq, any future terrorist
                                 activities in the United States or abroad
                                 and/or any consequent actions on the part of
                                 the United States Government and others,
                                 including military action, could have on
                                 general economic conditions, real estate
                                 markets, particular business segments
                                 (including those that are important to the
                                 performance of commercial and multifamily
                                 mortgage loans) and/or insurance costs and the
                                 availability of insurance coverage for
                                 terrorist acts. Among other things, reduced
                                 investor confidence could result in substantial
                                 volatility in securities markets and a decline
                                 in real estate-related investments. In
                                 addition, reduced consumer confidence, as well
                                 as a heightened concern for personal safety,
                                 could result in a material decline in personal
                                 spending and travel.

THE ABSENCE OR INADEQUACY OF
INSURANCE COVERAGE ON THE
PROPERTY MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..................   The mortgaged properties may suffer casualty
                                 losses due to risks that are not covered by
                                 insurance (including acts of terrorism) or for
                                 which insurance coverage is not adequate or
                                 available at commercially reasonable rates. In
                                 addition, some of the mortgaged properties are
                                 located in California and in other coastal
                                 areas of certain states, which are areas that
                                 have historically been at greater risk of acts
                                 of nature, including earthquakes, fires,
                                 hurricanes and floods. The mortgage loans
                                 generally do not require borrowers to maintain
                                 earthquake, hurricane or flood insurance and we
                                 cannot assure you that borrowers will attempt
                                 or be able to obtain adequate insurance against
                                 those risks. If a borrower does not have
                                 insurance against those risks and a casualty
                                 occurs at a mortgaged property, the borrower
                                 may be unable to generate income from the
                                 mortgaged property in order to make payments on
                                 the related mortgage loan.

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

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

                                 In light of 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.
                                 Under the Terrorism Insurance Program, the
                                 federal government shares in the risk of loss
                                 associated with certain future terrorist acts.

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


                                      S-75



                                 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 resulted in an insurance claim. The
                                 program applies to United States risks only and
                                 to acts that are committed by an individual or
                                 individuals acting on behalf of a foreign
                                 person or foreign interest as an effort to
                                 influence or coerce United States civilians or
                                 the United States Government.

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

                                 The Treasury Department has established
                                 procedures for the program under which the
                                 federal share of compensation equals 90% (or,
                                 in 2007, 85%) of that portion of insured losses
                                 that exceeds an applicable insurer deductible
                                 required to be paid during each program year.
                                 The federal share in the aggregate in any
                                 program year may not exceed $100 billion (and
                                 the insurers will not be liable for any amount
                                 that exceeds this cap).

                                 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 those types of exclusions in force on
                                 November 26, 2002 are also voided.

                                 To the extent that uninsured or underinsured
                                 casualty losses occur with respect to the
                                 related mortgaged properties, losses on
                                 commercial mortgage loans may result. In
                                 addition, the failure to maintain that
                                 insurance may constitute a default under a
                                 commercial mortgage loan, which could result in
                                 the acceleration and foreclosure of that
                                 commercial mortgage loan. Alternatively, the
                                 increased costs of maintaining such insurance
                                 could have an adverse effect on the financial
                                 condition of the mortgage loan borrowers.

                                 Certain of the mortgage loans may be secured by
                                 mortgaged properties that are not insured for
                                 acts of terrorism. If those casualty losses are
                                 not covered by standard casualty insurance
                                 policies, then in the event of a casualty from
                                 an act of terrorism, the amount available to
                                 make distributions on your certificates could
                                 be reduced.

CERTAIN OTHER RISKS RELATED TO
CASUALTY AND CASUALTY
INSURANCE.....................   The loan documents for each mortgage loan
                                 generally require that (A) "all risk" insurance
                                 policies be maintained in an amount equal to
                                 either (i) not less than the full replacement
                                 cost of the related mortgaged property or (ii)
                                 the lesser of the full replacement cost of


                                      S-76



                                 each related mortgaged property and the
                                 outstanding principal balance of the mortgage
                                 loan or (B) the related borrower will maintain
                                 such insurance coverages in such amounts as the
                                 lender may reasonably require. Notwithstanding
                                 this requirement, however, under insurance law,
                                 if an insured property is not rebuilt,
                                 insurance companies are generally required to
                                 pay only the "actual cash value" of the
                                 property, which is defined under state law but
                                 is generally equal to the replacement cost of
                                 the property less depreciation. The
                                 determination of "actual cash value" is both
                                 inexact and heavily dependent on facts and
                                 circumstances. Notwithstanding the requirements
                                 of the loan documents, an insurer may refuse to
                                 insure a mortgaged property for the loan amount
                                 if it determines that the "actual cash value"
                                 of the mortgaged property would be a lower
                                 amount, and even if it does insure a mortgaged
                                 property for the full loan amount, if at the
                                 time of casualty the "actual cash value" is
                                 lower, and the mortgaged property is not
                                 restored, only the "actual cash value" will be
                                 paid. Accordingly, if a borrower does not meet
                                 the conditions to restore a mortgaged property
                                 and the mortgagee elects to require the
                                 borrower to apply the insurance proceeds to
                                 repay the mortgage loan, rather than toward
                                 restoration, there can be no assurance that
                                 such proceeds will be sufficient to repay the
                                 mortgage loan.

                                 Certain leases may provide that such leases are
                                 terminable in connection with a casualty or
                                 condemnation including in the event the leased
                                 premises are not repaired or restored within a
                                 specified time period.

CLAIMS UNDER BLANKET INSURANCE
POLICIES MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..................   Some of the mortgaged properties are covered by
                                 blanket insurance policies which also cover
                                 other properties of the related borrower or its
                                 affiliates. In the event that those policies
                                 are drawn on to cover losses on such other
                                 properties, the amount of insurance coverage
                                 available under those policies may thereby be
                                 reduced and could be insufficient to cover each
                                 mortgaged property's insurable risks.

ENGINEERING REPORTS MAY NOT
REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON THE
PROPERTY......................   Licensed engineers generally inspected the
                                 mortgaged properties and prepared engineering
                                 reports in connection with the origination,
                                 acquisition or securitization 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.

                                 With respect to the mortgaged properties for
                                 which engineering reports were prepared on or
                                 after November 10, 2005, relating to each
                                 mortgaged property, the related mortgage loan
                                 seller will represent to us that, except as
                                 disclosed in the related report and subject to
                                 certain specified exceptions, each mortgaged
                                 property, to the applicable mortgage loan
                                 seller's knowledge, is free and clear of any
                                 damage (or adequate reserves have been
                                 established) that would materially and
                                 adversely affect its value as security for the
                                 related mortgage loan.

                                 We cannot assure you that all conditions
                                 requiring repair or replacement were
                                 identified. In those cases where a material and
                                 adverse condition was identified, that
                                 condition generally has been or is required to
                                 be remedied to the related mortgage loan
                                 seller's


                                      S-77



                                 satisfaction or funds as deemed necessary by
                                 the applicable mortgage loan seller, or the
                                 related engineering consultant, have been
                                 reserved to remedy the material and adverse
                                 condition or other resources for those repairs
                                 were available at origination. No additional
                                 property inspections were conducted by us in
                                 connection with the issuance of the
                                 certificates.

VALUATION ESTIMATES MAY
INACCURATELY REFLECT THE VALUE
OF THE MORTGAGED PROPERTIES...   In general, in connection with the origination
                                 or sale to us of each of the mortgage loans,
                                 the related mortgaged property was appraised.
                                 The resulting estimated property values
                                 represent the analysis and opinion of the
                                 person performing the appraisal and are not
                                 guarantees of present or future values. The
                                 person performing the appraisal may have
                                 reached a different conclusion of value than
                                 the conclusion that would be reached by a
                                 different appraiser appraising the same
                                 property. Moreover, the values of the mortgaged
                                 properties may have changed significantly since
                                 the appraisal 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. There is no
                                 assurance that the appraisal values indicated
                                 accurately reflect past, present or future
                                 market values of the mortgaged properties.

                                 Except as set forth below, for each of the
                                 mortgaged properties, the loan-to-value ratio
                                 was calculated according to the methodology
                                 described in this prospectus supplement based
                                 on an estimate of value from a third-party
                                 appraisal, which was generally conducted on or
                                 after June 1, 2005. In connection with the
                                 mortgage loans sold to the trust by
                                 Massachusetts Mutual Life Insurance Company,
                                 the mortgage loan seller arrived at the
                                 valuations of the mortgaged properties by
                                 applying a capitalization rate chosen from a
                                 range set forth in third party market studies
                                 to underwritten net operating income and adding
                                 in the remaining value of the outstanding tax
                                 credits.

THE TIMING OF MORTGAGE LOAN
AMORTIZATION MAY CAUSE
INCREASED POOL CONCENTRATION,
WHICH MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..................   As principal payments or prepayments are made
                                 on mortgage loans, the remaining mortgage pool
                                 may be subject to increased concentrations of
                                 property types, geographic locations and other
                                 pool characteristics of the mortgage loans and
                                 the mortgaged properties, some of which may be
                                 unfavorable. Classes of certificates that have
                                 a lower payment priority are more likely to be
                                 exposed to this concentration risk than are
                                 certificate classes with a higher payment
                                 priority. This occurs because realized losses
                                 are allocated to the class outstanding at any
                                 time with the lowest payment priority and
                                 principal on the certificates entitled to
                                 principal is generally payable in sequential
                                 order or alphabetical order (it being
                                 understood that realized losses will be
                                 allocated first, to the Class A-J Certificates
                                 and then, to the Class A-M Certificates), with
                                 those classes generally not being entitled to
                                 receive principal until the preceding class or
                                 classes entitled to receive principal have been
                                 retired.


                                      S-78



SUBORDINATION OF SOME
CERTIFICATES MAY AFFECT THE
TIMING OF PAYMENTS AND THE
APPLICATION OF LOSSES ON YOUR
CERTIFICATES..................   As described in this prospectus supplement, the
                                 rights of the holders of each class of
                                 subordinate certificates to receive payments of
                                 principal and interest otherwise payable on
                                 their certificates will be subordinated to
                                 those rights of the holders of the more senior
                                 certificates having an earlier alphabetical
                                 class designation (it being understood that
                                 such rights of the holders of the Class A-J
                                 Certificates will be subordinated to the rights
                                 of the holders of the Class A-M Certificates).
                                 Losses on the mortgage loans will be allocated
                                 to the Class S, Class Q, Class P, Class O,
                                 Class N, Class M, Class L, Class K, Class J,
                                 Class H, Class G, Class F, Class E, Class D,
                                 Class C, Class B, Class A-J and Class A-M
                                 Certificates, in that order, reducing amounts
                                 otherwise payable to each class. Any remaining
                                 losses would then be allocated or cause
                                 shortfalls to the Class A-1, Class A-1A, Class
                                 A-2, Class A-NM, Class A-3, Class A-AB and
                                 Class A-4 Certificates, pro rata, and, solely
                                 with respect to losses of interest, to the
                                 Class X-1, Class X-2 and Class X-W
                                 Certificates, in proportion to the amount of
                                 interest or principal payable thereon.

THE OPERATION OF A MORTGAGED
PROPERTY FOLLOWING FORECLOSURE
OF THE MORTGAGE LOAN MAY
AFFECT THE TAX STATUS OF THE
TRUST AND MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..................   If the trust acquires a mortgaged property as a
                                 result of a foreclosure or deed in lieu of
                                 foreclosure, the special servicer will
                                 generally retain an independent contractor to
                                 operate the property. The independent
                                 contractor would only be permitted to renovate
                                 or perform construction work on a foreclosed
                                 mortgaged property if such construction was at
                                 least 10% completed when default on the related
                                 mortgage loan became imminent. In addition, any
                                 net income from operations other than
                                 qualifying "rents from real property," or any
                                 rental income based on the net profits of a
                                 tenant or a sub-tenant or allocable to a
                                 non-customary service, will subject the trust
                                 to a federal tax on such income at the highest
                                 marginal corporate tax rate, which is currently
                                 35%, and, in addition, possible state or local
                                 tax. In this event, the net proceeds available
                                 for distribution on your certificates will be
                                 reduced. The special servicer may permit the
                                 trust to earn such above described "net income
                                 from foreclosure property" but only if it
                                 determines that the net after-tax benefit to
                                 certificateholders is greater than under
                                 another method of operating or leasing the
                                 mortgaged property. In addition, if the trust
                                 were to acquire one or more mortgaged
                                 properties pursuant to a foreclosure or deed in
                                 lieu of foreclosure, upon acquisition of those
                                 mortgaged properties, the trust may in certain
                                 jurisdictions, particularly in New York, be
                                 required to pay state or local transfer or
                                 excise taxes upon liquidation of such mortgaged
                                 properties. Such state or local taxes may
                                 reduce net proceeds available for distribution
                                 with respect to the offered certificates.

STATE LAWS APPLICABLE TO
FORECLOSURE ACTIONS MAY AFFECT
THE TIMING OF PAYMENTS ON YOUR
CERTIFICATES..................   Some states, including California, have laws
                                 prohibiting more than one "judicial action" to
                                 enforce a mortgage obligation. Some courts have


                                      S-79



                                 construed the term "judicial action" broadly.
                                 In the case of any mortgage loan secured by
                                 mortgaged properties located in multiple
                                 states, the applicable master servicer or
                                 special servicer may be required to foreclose
                                 first on mortgaged properties located in states
                                 where these "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 significantly delayed and otherwise
                                 limited by the application of state laws.

THE BANKRUPTCY OR INSOLVENCY
OF ANY AFFILIATED BORROWERS
MAY ADVERSELY AFFECT PAYMENTS
ON YOUR
CERTIFICATES..................   31 groups of mortgage loans were made to the
                                 same borrower or to borrowers that are
                                 affiliated with one another through partial or
                                 complete direct or indirect common ownership
                                 (which include 16 groups of mortgage loans
                                 exclusively in loan group 1 and 13 groups of
                                 mortgage loans exclusively in loan group 2; of
                                 these 29 groups, the 3 largest groups represent
                                 2.4%, 1.4% and 1.3%, respectively, of the
                                 initial outstanding pool balance). The related
                                 borrower concentrations of the 3 largest groups
                                 exclusively in loan group 1 represent 2.9%,
                                 0.9% and 0.9%, respectively, of the initial
                                 outstanding loan group 1 balance, and the three
                                 largest groups of mortgage loans exclusively in
                                 loan group 2 represent 7.3%, 6.8% and 4.8%,
                                 respectively, of the initial outstanding loan
                                 group 2 balance. In addition, 2 groups of
                                 mortgage loans were made to the same borrower
                                 or borrowers that are affiliated with one
                                 another through partial or complete direct or
                                 indirect common ownership that have mortgage
                                 loans included in both loan group 1 and loan
                                 group 2 and represent 0.9% of the initial
                                 outstanding pool balance. For additional
                                 information with respect to the loan groups
                                 described above, see Appendix II attached to
                                 this prospectus supplement.

                                 The bankruptcy or insolvency of any such
                                 borrower or respective affiliate could have an
                                 adverse effect on the operation of all of the
                                 related mortgaged properties and on the ability
                                 of the related mortgaged properties to produce
                                 sufficient cash flow to make required payments
                                 on the related mortgage loans. For example, if
                                 a person that owns or controls several
                                 mortgaged properties experiences financial
                                 difficulty at one of those properties, it could
                                 defer maintenance at one or more other
                                 mortgaged properties in order to satisfy
                                 current expenses with respect to the mortgaged
                                 property experiencing financial difficulty, or
                                 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 the related mortgage
                                 loans.

TENANT LEASES MAY HAVE
PROVISIONS THAT COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR
CERTIFICATES..................   In certain jurisdictions, if tenant leases are
                                 subordinate to the liens created by the
                                 mortgage and do not contain attornment
                                 provisions which require 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 these provisions.
                                 Accordingly, if a mortgaged property is located
                                 in such a jurisdiction and is leased to one or
                                 more desirable tenants under


                                      S-80



                                 leases that are subordinate to the mortgage and
                                 do not contain attornment provisions, that
                                 mortgaged property could experience a further
                                 decline in value if those tenants' leases were
                                 terminated. This is particularly likely if
                                 those tenants were paying above-market rents or
                                 could not be replaced.

                                 Some of the leases at the mortgaged properties
                                 securing the mortgage loans included in the
                                 trust may not be subordinate to the related
                                 mortgage. If a lease is not subordinate to a
                                 mortgage, the trust will not possess 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, for
                                 example, provisions relating to application of
                                 insurance proceeds or condemnation awards, or
                                 which could affect the enforcement of the
                                 lender's rights, for example, an option to
                                 purchase the mortgaged property or a right of
                                 first refusal to purchase the mortgaged
                                 property, the provisions of the lease will take
                                 precedence over the provisions of the mortgage.

                                 Additionally, with respect to certain of the
                                 mortgage loans, the related borrower may have
                                 granted certain tenants a right of first
                                 refusal in the event a sale is contemplated or
                                 a purchase option to purchase all or a portion
                                 of the mortgaged property. Those provisions, if
                                 not waived or subordinated, may impede the
                                 lender's ability to sell the related mortgaged
                                 property at foreclosure or adversely affect the
                                 foreclosure bid price and the overall
                                 marketability of the mortgaged property. In
                                 addition, certain of the mortgaged properties
                                 are and/or may be leased in whole or in part by
                                 government sponsored tenants who have the right
                                 to rent reductions or to cancel their leases at
                                 any time or for lack of appropriations or for
                                 damage to the leased premises caused by
                                 casualty or condemnation.

RISKS RELATING TO COMPLIANCE
WITH THE AMERICANS WITH
DISABILITIES ACT COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR
CERTIFICATES..................   Under the Americans with Disabilities Act of
                                 1990, public accommodations are required to
                                 meet certain federal requirements related to
                                 access and use by disabled persons. Borrowers
                                 may incur costs complying with the Americans
                                 with Disabilities Act. In addition,
                                 noncompliance could result in the imposition of
                                 fines by the federal government or an award of
                                 damages to private litigants. If a borrower
                                 incurs these costs or fines, the amount
                                 available to pay debt service would be reduced.

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


                                      S-81



                                 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.

RISKS RELATING TO TAX
CREDITS.......................   26 of the mortgage loans, representing 4.2% of
                                 the initial outstanding pool balance (and
                                 representing 21.5% of the initial outstanding
                                 loan group 2 balance) (which represent all of
                                 the mortgage loans sold to the trust by
                                 Massachusetts Mutual Life Insurance Company)
                                 entitle the related property owners to receive
                                 low-income housing tax credits pursuant to
                                 Section 42 of the Internal Revenue Code (with
                                 respect to 9 of these mortgage loans, the
                                 related borrowers have received the full amount
                                 of their allocated tax credits on an
                                 accelerated basis; however, the related
                                 mortgaged property remains subject to certain
                                 rental restrictions as described below).
                                 Section 42 of the Internal Revenue Code
                                 provides a tax credit for owners of multifamily
                                 rental properties meeting the definition of
                                 low-income housing that receive a tax credit
                                 allocation from the state tax credit allocating
                                 agency. The total amount of tax credits to
                                 which the property owner is entitled, is based
                                 upon the percentage of total units made
                                 available to qualified tenants.

                                 The owners of the mortgaged properties subject
                                 to the tax credit provisions may use the tax
                                 credits to offset income tax that they may
                                 otherwise owe and the tax credits may be shared
                                 among the equity owners of the project. In
                                 general, the tax credits on the mortgage loans
                                 sold to the trust by Massachusetts Mutual Life
                                 Insurance Company have been allocated to equity
                                 investors in the borrower.

                                 The tax credit provisions limit the gross rent
                                 for each low-income unit. Under the tax credit
                                 provisions, a property owner must comply with
                                 the tenant income restrictions and rental
                                 restrictions over a minimum of a 15-year
                                 compliance period, although the property owner
                                 may take the tax credits on an accelerated
                                 basis over a 10-year period. In the event a
                                 multifamily rental property does not maintain
                                 compliance with the tax credit restrictions on
                                 tenant income or rental rates or otherwise
                                 satisfy the tax credit provisions of the
                                 Internal Revenue Code, the property owner may
                                 suffer a reduction in the amount of available
                                 tax credits and/or face the recapture of all or
                                 part of the tax credits related to the period
                                 of the noncompliance and face the partial
                                 recapture of previously taken tax credits. The
                                 loss of tax credits, and the possibility of
                                 recapture of tax credits already taken, may
                                 provide significant incentive for the property
                                 owner to keep the related multifamily rental
                                 property in compliance with these tax credit
                                 restrictions and limit the income derived from
                                 the related property.

                                 If the trust were to foreclose on such a
                                 property it would be unable to take advantage
                                 of the tax credits, but could sell the property
                                 with the right to the remaining credits to a
                                 tax paying investor. Any subsequent property
                                 owner would continue to be subject to rent
                                 limitations unless an election was made to
                                 terminate the tax credits, in which case the
                                 property could be operated as a market rate
                                 property after the expiration of three years.
                                 The limitations on rent and ability of
                                 potential buyers to take advantage of the tax
                                 credits may limit the trust's recovery on that
                                 property.


                                      S-82



CONFLICTS OF INTEREST MAY HAVE
AN ADVERSE EFFECT ON YOUR
CERTIFICATES..................   The special servicer is given considerable
                                 latitude in determining whether and in what
                                 manner to liquidate or modify defaulted
                                 mortgage loans for which it is responsible. The
                                 operating adviser will have the right to
                                 replace the special servicer upon satisfaction
                                 of certain conditions set forth in the pooling
                                 and servicing agreement. At any given time, the
                                 operating adviser will be controlled generally
                                 by the holders of the most subordinate, or, if
                                 the certificate principal balance thereof is
                                 less than 25% of its original certificate
                                 balance, the next most subordinate, class of
                                 certificates, that is, the controlling class,
                                 outstanding from time to time; these holders
                                 may have interests in conflict with those of
                                 some or all of the certificateholders. In
                                 addition, the operating adviser will have the
                                 right to approve the determination of
                                 customarily acceptable costs with respect to
                                 insurance coverage and the right to advise the
                                 special servicer with respect to certain
                                 actions of the special servicer and, in
                                 connection with such rights, may act solely in
                                 the interest of the holders of certificates of
                                 the controlling class, without any liability to
                                 any certificateholder. For instance, the
                                 holders of certificates of the controlling
                                 class might desire to mitigate the potential
                                 for loss to that class or certificateholder
                                 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 less proceeds to the trust than would
                                 have been realized if earlier action had been
                                 taken. In general, no servicer is required to
                                 act in a manner more favorable to the offered
                                 certificates than to the non-offered
                                 certificates.

                                 The master servicers, any primary servicer, the
                                 special servicer or an affiliate of any of them
                                 may hold subordinate notes or acquire certain
                                 certificates, including those of the initial
                                 controlling class. Under such circumstances,
                                 the master servicers, a primary servicer and
                                 the special servicer may have interests that
                                 conflict with the interests of the other
                                 holders of the certificates. In addition, the
                                 master servicers, the special servicer, the
                                 primary servicer and the subservicers will
                                 service loans other than those included in the
                                 issuing entity in the ordinary course of their
                                 business. In these instances, the interests of
                                 the master servicers, the special servicer, the
                                 primary servicers or the subservicers, as
                                 applicable, and their respective clients may
                                 differ from and compete with the interests of
                                 the issuing entity, and their activities may
                                 adversely affect the amount and timing of
                                 collections on the mortgage loans in the
                                 issuing entity. However, the pooling and
                                 servicing agreement and each primary servicing
                                 agreement will provide that the mortgage loans
                                 are to be serviced in accordance with the
                                 servicing standard and without regard to
                                 ownership of any certificates by the master
                                 servicers, the primary servicers or the special
                                 servicer, as applicable. ARCap REIT, Inc, an
                                 affiliate of ARCap Servicing, Inc., will be the
                                 initial holder of the Controlling Class and
                                 will be the initial operating adviser. The
                                 special servicer will be ARCap Servicing Inc.

                                 It is likely that many of the property managers
                                 of the mortgaged properties, or their
                                 affiliates, manage additional properties,
                                 including properties that may compete with the
                                 mortgaged properties. Affiliates of the
                                 managers, and managers themselves, also may own
                                 other properties, including competing
                                 properties. The managers of the


                                      S-83



                                 mortgaged properties may accordingly experience
                                 conflicts of interest in the management of
                                 those mortgaged properties.

                                 The activities of the mortgage loan sellers or
                                 their affiliates may involve properties which
                                 are in the same markets as the mortgaged
                                 properties underlying the certificates. In such
                                 cases, the interests of each of the mortgage
                                 loan sellers or their 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 each of the mortgage loan
                                 sellers or their affiliates that engage in the
                                 acquisition, development, operation, financing
                                 and disposition of real estate if those
                                 mortgage loan sellers acquire any certificates.
                                 In particular, if certificates held by a
                                 mortgage loan seller are part of a class that
                                 is or becomes the controlling class, the
                                 mortgage loan seller, as part of the holders of
                                 the controlling class, 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 acquirors, developers, operators,
                                 financers or sellers of real estate related
                                 assets.

                                 The master servicer for the PMCF mortgage loans
                                 will be Prudential Asset Resources, Inc., which
                                 is an affiliate of one of the sponsors and
                                 mortgage loan sellers. The primary servicers
                                 for certain of the mortgage loans will be
                                 Babson Capital Management LLC and SunTrust
                                 Bank, or affiliates thereof, who either are, or
                                 are affiliates of, the mortgage loan sellers.
                                 Capmark, as the master servicer responsible for
                                 servicing the mortgage loans other than the
                                 PMCF mortgage loans, will delegate many of its
                                 servicing obligations to those primary
                                 servicers pursuant to certain primary servicing
                                 agreements. Under these circumstances,
                                 Prudential Asset Resources, Inc. or the primary
                                 servicers because they are, or are affiliated
                                 with, mortgage loan sellers, may have interests
                                 that conflict with the interests of the holders
                                 of the certificates. However, both the pooling
                                 and servicing agreement and the primary
                                 servicing agreements will provide that the
                                 mortgage loans are to be serviced in accordance
                                 with the servicing standard and without regard
                                 to any obligation of any mortgage loan seller
                                 to cure a breach of representation or warranty
                                 or repurchase any mortgage loan.

                                 The mortgage loan sellers, or their affiliates
                                 or subsidiaries, may acquire a portion of the
                                 certificates. Under those circumstances, they
                                 may become the controlling class, and as the
                                 controlling class, have interests that may
                                 conflict with their interests as a seller of
                                 the mortgage loans.

                                 In addition, any subordinate indebtedness
                                 secured by the related mortgaged property, any
                                 mezzanine loans and/or any future mezzanine
                                 loans related to certain of the mortgage loans
                                 may be held by the respective sellers of such
                                 mortgage loan or affiliates thereof. The
                                 holders of such subordinate indebtedness or
                                 such mezzanine loans may have interests that
                                 conflict with the interests of the holders of
                                 the certificates.

                                 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 or
                                 subsidiary of a mortgage loan seller, and the


                                      S-84



                                 mortgage loan sellers, or their affiliates or
                                 subsidiaries, 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 or subsidiaries, 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.

                                 The depositor is an affiliate of Morgan Stanley
                                 Mortgage Capital Inc., one of the mortgage loan
                                 sellers, sponsors and originators, and Morgan
                                 Stanley & Co. Incorporated, one of the
                                 underwriters. LaSalle Bank National
                                 Association, one of the mortgage loan sellers,
                                 sponsors and originators and the certificate
                                 registrar, authenticating agent and paying
                                 agent, is the parent of LaSalle Financial
                                 Services, Inc., one of the underwriters.
                                 SunTrust Bank, one of the mortgage loan sellers
                                 and originators, is an affiliate of SunTrust
                                 Capital Markets, Inc., one of the underwriters.

PREPAYMENTS MAY REDUCE THE
YIELD ON YOUR
CERTIFICATES..................   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, or repurchases
                                 as a result of a mortgage loan seller's
                                 material breach of representations and
                                 warranties or material defects in a mortgage
                                 loan's documentation. In addition, certain of
                                 the mortgage loans may require that, upon the
                                 occurrence of certain events, funds held in
                                 escrow or proceeds from letters of credit may
                                 be applied to the outstanding principal balance
                                 of such mortgage loans.

                                 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.

                                 In addition, because the amount of principal
                                 that will be distributed to the Class A-1,
                                 Class A-1A, Class A-2, Class A-NM, Class A-3,
                                 Class A-AB and Class A-4 Certificates will
                                 generally be based upon the particular loan
                                 group in which the related mortgage loan is
                                 deemed to be included, the yield on the Class
                                 A-1, Class A-2, Class A-NM, Class A-3, Class
                                 A-AB and Class A-4 Certificates will be
                                 particularly sensitive to prepayments on
                                 mortgage loans in loan group 1, the yield on
                                 the Class A-1A Certificates will be
                                 particularly sensitive to prepayments on
                                 mortgage loans in loan group 2 and the yield on
                                 the Class A-NM Certificates will be
                                 particularly sensitive to voluntary prepayments
                                 on the Natick Mall mortgage loan. See "Yield,
                                 Prepayment and Maturity Considerations" in this
                                 prospectus supplement.

                                 Voluntary prepayments under some of the
                                 mortgage loans are prohibited for specified
                                 lockout periods or require payment of a
                                 prepayment premium or a yield maintenance
                                 charge or both, unless the prepayment occurs
                                 within a specified period prior to and
                                 including the anticipated repayment date or
                                 maturity date, as the case may be.
                                 Nevertheless, we cannot assure you that the
                                 related borrowers will refrain from prepaying
                                 their mortgage loans due to the existence of a


                                      S-85



                                 prepayment premium or a yield maintenance
                                 charge or the amount of such premium or charge
                                 will be sufficient to compensate you for
                                 shortfalls in payments on your certificates on
                                 account of such prepayments. We also cannot
                                 assure you that involuntary prepayments will
                                 not occur or that borrowers will not default in
                                 order to avoid the application of lockout
                                 periods. The rate at which voluntary
                                 prepayments occur on the mortgage loans will be
                                 affected by a variety of factors, including:

                                 o    the terms of the mortgage loans;

                                 o    the length of any prepayment lockout
                                      period;

                                 o    the level of prevailing interest rates;

                                 o    the availability of mortgage credit;

                                 o    the applicable yield maintenance charges
                                      or prepayment premiums and the ability of
                                      the master servicer, a primary servicer or
                                      the special servicer to enforce the
                                      related provisions;

                                 o    the failure to meet requirements for
                                      release of escrows/reserves that result in
                                      a prepayment;

                                 o    the occurrence of casualties or natural
                                      disasters; and

                                 o    economic, demographic, tax or legal
                                      factors.

                                 1 mortgage loan, representing 9.2% of the
                                 initial outstanding pool balance (and
                                 representing 11.4% of the initial outstanding
                                 loan group 1 balance), permits the release of a
                                 portion of the collateral securing such
                                 mortgage loan upon the satisfaction of certain
                                 conditions, including, but not limited to, the
                                 defeasance of an amount equal to 115% of the
                                 allocated loan amount of the released parcel if
                                 certain conditions are met.

                                 1 mortgage loan, representing 1% of the initial
                                 outstanding pool balance (and representing 1.3%
                                 of the initial outstanding group 1 balance), is
                                 secured by three parcels and permits the
                                 release of one of the three parcels upon the
                                 satisfaction of certain conditions, including,
                                 but not limited to, the defeasance of 100% of
                                 the loan amount allocated to the released
                                 parcel.

                                 1 mortgage loan, representing approximately
                                 0.9% of the initial outstanding pool balance
                                 (and 1.1% of the initial outstanding loan group
                                 1 balance), is secured by multiple mortgaged
                                 properties and permits the release, up to two
                                 times, after the applicable lock-out period and
                                 prior to December 5, 2015, of any of the
                                 mortgaged properties from the lien of the
                                 mortgage through either partial defeasance or
                                 partial prepayment. The release price with
                                 respect to an individual property will be an
                                 amount equal to (i) the greater of (x) 110% of
                                 the allocated loan amount of such property and
                                 (y) an amount such that after giving effect to
                                 such partial defeasance or partial prepayment,
                                 the debt service coverage ratio with respect to
                                 the remaining properties is not less than 1.40x
                                 and the loan-to-value ratio of the remaining
                                 properties is not greater than 70%, and (ii) in
                                 connection with a partial prepayment, a
                                 prepayment premium calculated at the greater of
                                 a yield maintenance formula and 1% of the
                                 amount prepaid.


                                      S-86



                                 1 mortgage loan, representing 0.7% of the
                                 initial outstanding pool balance (and
                                 representing 0.9% of the initial outstanding
                                 loan group 1 balance), is secured by multiple
                                 mortgaged properties and permits the release of
                                 2 mortgaged properties commonly known as 132
                                 Spokane Street, Seattle or 2901 Bridgeport Way,
                                 University Place, or both properties from the
                                 lien of the mortgage after the applicable
                                 lockout period upon the satisfaction of certain
                                 conditions, including, but not limited to, the
                                 defeasance of an amount equal to 120% of the
                                 allocated loan amount of the mortgaged property
                                 or properties being released if the borrower
                                 cannot substitute the particular property.

                                 1 mortgage loan, representing 0.7% of the
                                 initial outstanding pool balance (and
                                 representing 0.8% of the initial outstanding
                                 loan group 1 balance), permits the release of a
                                 portion of the collateral securing such
                                 mortgage loan upon defeasance of an amount
                                 equal to 120% of the allocated loan amount of
                                 the released parcel if certain conditions are
                                 met.

                                 2 mortgage loans, representing 0.5% of the
                                 initial outstanding pool balance (and
                                 representing 0.6% of the initial outstanding
                                 loan group 1 balance), permit the release of a
                                 portion of the collateral securing the related
                                 mortgage loan if certain conditions are met,
                                 including the prepayment of 115% of the
                                 outstanding principal balance allocated to the
                                 released portion of the related mortgaged
                                 property accompanied by a prepayment premium
                                 calculated as the greater of a yield
                                 maintenance formula and 1% of the amount
                                 prepaid.

                                 1 mortgage loan, representing 0.4% of the
                                 initial outstanding pool balance (and
                                 representing 2% of the initial outstanding loan
                                 group 2 balance), permits the release of a
                                 portion of the collateral securing such
                                 mortgage loan upon the satisfaction of certain
                                 conditions including, but not limited to, the
                                 defeasance of an amount equal to 115% of the
                                 allocated loan amount of the released parcel.

                                 1 mortgage loan, representing 0.3% of the
                                 initial outstanding pool balance (and
                                 representing 1.8% of the initial outstanding
                                 group 2 balance), permits the release of a
                                 portion of the collateral securing such
                                 mortgage loan upon the satisfaction of certain
                                 conditions, including, but not limited to, the
                                 defeasance of an amount equal to 125% of the
                                 allocated loan amount of the released parcel.

                                 2 mortgage loans, representing 0.3% of the
                                 initial outstanding pool balance (and
                                 representing 0.4% of the initial outstanding
                                 group 1 balance), permit a partial release of
                                 the property upon the satisfaction of certain
                                 conditions, including, but not limited to, the
                                 defeasance of an amount equal to 100% of the
                                 allocated loan amount and the borrower
                                 transfers cash collateral in an amount equal to
                                 25% of the allocated loan amount.

                                 2 mortgage loans, representing 0.3% of the
                                 initial outstanding pool balance (which
                                 includes 1 mortgage loan in loan group 1,
                                 representing 0.2% of the initial outstanding
                                 loan group 1 balance, and 1 mortgage loan in
                                 loan group 2, representing 0.4% of the initial
                                 outstanding loan group 2 balance), permit the
                                 release of a portion of the collateral securing
                                 such mortgage loans upon the satisfaction of
                                 certain conditions, including, but not limited
                                 to, the defeasance of an amount


                                      S-87



                                 equal to 125% of the allocated loan amount of
                                 the released parcel if certain conditions are
                                 met.

                                 Certain mortgage loans (typically secured by
                                 two or more mortgaged properties) also permit
                                 the substitution of a mortgaged property,
                                 subject to satisfaction of various conditions.

                                 In addition, certain mortgage loans provide for
                                 the free release of outparcels or other
                                 portions of the related mortgaged property
                                 which were given no value or minimal value in
                                 the underwriting process.

                                 For further information concerning certain of
                                 the foregoing provisions, see the footnotes to
                                 Appendix II of this prospectus supplement.

                                 Generally, no yield maintenance charge or
                                 prepayment premium will be required for
                                 prepayments in connection with a casualty or
                                 condemnation unless an event of default has
                                 occurred. In addition, if a mortgage loan
                                 seller repurchases any mortgage loan from the
                                 trust due to the material breach of a
                                 representation or warranty or a material
                                 document defect or the mortgage loan is
                                 otherwise purchased from the trust (including
                                 certain purchases by the holder of a mezzanine
                                 loan), 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
                                 yield maintenance charge or prepayment premium
                                 will be payable. Any such repurchase or
                                 purchase may, therefore, adversely affect the
                                 yield to maturity on your certificates.
                                 Similarly, certain of the holders of a
                                 mezzanine loan have the right to purchase the
                                 related mortgage loans from the trust upon the
                                 occurrence of certain events (including a
                                 default), which will result in payment to
                                 holders of the certificates with the same
                                 effect as if the mortgage loan had been prepaid
                                 in full, except that no yield maintenance
                                 charge or prepayment premium will be payable.

                                 Although all of the mortgage loans have
                                 protection against voluntary prepayments in
                                 full in the form of lockout periods, defeasance
                                 provisions, yield maintenance provisions and/or
                                 prepayment premium provisions, there can be no
                                 assurance that (i) borrowers will refrain from
                                 fully prepaying mortgage loans due to the
                                 existence of a yield maintenance charge or
                                 prepayment premium, (ii) involuntary
                                 prepayments or repurchases will not occur or
                                 (iii) partial prepayments will not occur in the
                                 case of those loans that permit such prepayment
                                 without a yield maintenance charge or
                                 prepayment premium.

                                 In addition, the yield maintenance formulas are
                                 not the same for all of the mortgage loans that
                                 have yield maintenance charges. This can lead
                                 to substantial variance from loan to loan with
                                 respect to the amount of yield maintenance
                                 charge that is due on the related prepayment.
                                 Also, the description in the mortgage notes of
                                 the method of calculation of prepayment
                                 premiums and yield maintenance charges is
                                 complex and subject to legal interpretation and
                                 it is possible that another person would
                                 interpret the methodology differently from the
                                 way we did in estimating an assumed yield to
                                 maturity on your certificates as described in
                                 this prospectus supplement. See Appendix II
                                 attached to this prospectus supplement for a
                                 description of the various prepayment
                                 provisions.


                                      S-88



RELEASE OF COLLATERAL.........   Notwithstanding the prepayment restrictions
                                 described in this prospectus supplement,
                                 certain of the mortgage loans permit the
                                 release of a mortgaged property (or a portion
                                 of the mortgaged property) subject to the
                                 satisfaction of certain conditions described in
                                 Appendix II attached to this prospectus
                                 supplement. In order to obtain this release
                                 (other than with respect to the release of
                                 certain non-material portions of the mortgaged
                                 properties which may not require payment of a
                                 release price), the borrower is required (among
                                 other things) to pay a release price, which may
                                 include a prepayment premium or yield
                                 maintenance charge on all or a portion of such
                                 payment. See Appendix II attached to this
                                 prospectus supplement for further details
                                 regarding the various release provisions.

THE YIELD ON YOUR CERTIFICATE
WILL BE AFFECTED BY THE PRICE
AT WHICH YOU PURCHASE THE
CERTIFICATE AND THE RATE,
TIMING AND AMOUNT OF
DISTRIBUTIONS ON YOUR
CERTIFICATE...................   The yield on any certificate will depend on (1)
                                 the price at which that certificate is
                                 purchased by you and (2) the rate, timing and
                                 amount of distributions on your certificate.
                                 The rate, timing and amount of distributions on
                                 any certificate will, in turn, depend on, among
                                 other things:

                                 o    the interest rate for that certificate;

                                 o    the rate and timing of principal payments
                                      (including principal prepayments) and
                                      other principal collections (including
                                      loan purchases in connection with breaches
                                      of representations and warranties) on or
                                      in respect of the mortgage loans and the
                                      extent to which those amounts are to be
                                      applied or otherwise result in a reduction
                                      of the certificate balance of such
                                      certificate;

                                 o    the rate, timing and severity of losses on
                                      or in respect of the mortgage loans or
                                      unanticipated expenses of the trust;

                                 o    the rate and timing of any reimbursement
                                      of either master servicer, the special
                                      servicer or the trustee, as applicable,
                                      out of the certificate account of
                                      nonrecoverable advances and interest
                                      thereon or advances remaining unreimbursed
                                      on a modified mortgage loan on the date of
                                      that modification;

                                 o    the timing and severity of any interest
                                      shortfalls resulting from prepayments to
                                      the extent not offset by a reduction in a
                                      master servicer's compensation as
                                      described in this prospectus supplement;

                                 o    the timing and severity of any reductions
                                      in the appraised value of any mortgaged
                                      property in a manner that has an effect on
                                      the amount of advancing required on the
                                      related mortgage loan; and

                                 o    the method of calculation of prepayment
                                      premiums and yield maintenance charges and
                                      the extent to which prepayment premiums
                                      and yield maintenance charges are
                                      collected and, in turn, distributed on
                                      that certificate.


                                      S-89



                                 In addition, any change in the weighted average
                                 life of a certificate may adversely affect
                                 yield. Prepayments resulting in a shortening of
                                 weighted average lives of certificates may be
                                 made at a time of lower interest rates when you
                                 may be unable to reinvest the resulting payment
                                 of principal at a rate comparable to the
                                 effective yield anticipated when making the
                                 initial investment in certificates. Delays and
                                 extensions resulting in a lengthening of the
                                 weighted average lives of the certificates may
                                 occur at a time of higher interest rates when
                                 you may have been able to reinvest principal
                                 payments that would otherwise have been
                                 received by you at higher rates.

YOU BEAR THE RISK OF BORROWER
DEFAULTS......................   The rate and timing of delinquencies or
                                 defaults on the mortgage loans could affect the
                                 following aspects of the offered certificates:

                                 o    the aggregate amount of distributions on
                                      them;

                                 o    their yields to maturity;

                                 o    their rates of principal payments; and

                                 o    their weighted average lives.

                                 The rights of holders of each class of
                                 subordinate certificates to receive payments of
                                 principal and interest otherwise payable on
                                 their certificates will be subordinated to such
                                 rights of the holders of the more senior
                                 certificates having an earlier alphabetical
                                 class designation (it being understood that
                                 such rights of the holders of the Class A-J
                                 Certificates will be subordinated to the rights
                                 of holders of the Class A-M Certificates).
                                 Losses on the mortgage loans will be allocated
                                 to the Class S, Class Q, Class P, Class O,
                                 Class N, Class M, Class L, Class K, Class J,
                                 Class H, Class G, Class F, Class E, Class D,
                                 Class C, Class B, Class A-J and Class A-M
                                 Certificates, in that order, reducing amounts
                                 otherwise payable to each class. Any remaining
                                 losses would then be allocated to the Class
                                 A-1, Class A-1A, Class A-2, Class A-NM, Class
                                 A-3, Class A-AB and Class A-4 Certificates, pro
                                 rata, and, with respect to interest losses
                                 only, the Class X-1, Class X-2 and Class X-W
                                 Certificates based on their respective
                                 entitlements.

                                 If losses on the mortgage loans exceed the
                                 aggregate certificate balance of the classes of
                                 certificates subordinated to a particular
                                 class, that particular class will suffer a loss
                                 equal to the full amount of that excess up to
                                 the outstanding certificate balance of that
                                 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 those losses are allocable to
                                 your certificates, your actual yield to
                                 maturity will be lower than the assumed yield.
                                 Under extreme scenarios, that yield could be
                                 negative. In general, the earlier a loss borne
                                 by your certificates occurs, the greater the
                                 effect on your yield to maturity.

                                 Additionally, delinquencies and defaults on the
                                 mortgage loans may significantly delay the
                                 receipt of distributions by you on your
                                 certificates, unless advances are made to cover
                                 delinquent payments or


                                      S-90



                                 the subordination of another class of
                                 certificates fully offsets the effects of any
                                 such delinquency or default.

                                 Also, if the related borrower does not repay a
                                 mortgage loan with a hyperamortization feature
                                 by its anticipated repayment date, the effect
                                 will be to increase the weighted average life
                                 of your certificates and may reduce your yield
                                 to maturity.

                                 Furthermore, if P&I advances and/or servicing
                                 advances are made with respect to a mortgage
                                 loan after default and the mortgage loan is
                                 thereafter worked out under terms that do not
                                 provide for the repayment of those advances in
                                 full at the time of the workout, if at all,
                                 then any reimbursements of those advances prior
                                 to the actual collection of the amount for
                                 which the advance was made may also result in
                                 reductions in distributions of principal to the
                                 holders of the offered certificates for the
                                 current month.

INTEREST ON ADVANCES AND
COMPENSATION TO THE MASTER
SERVICERS, THE SPECIAL
SERVICER AND THE TRUSTEE MAY
HAVE AN ADVERSE EFFECT ON THE
PAYMENTS ON YOUR
CERTIFICATES..................   To the extent described in this prospectus
                                 supplement, the master servicers, the special
                                 servicer or the trustee will be entitled to
                                 receive interest at the "prime rate" on
                                 unreimbursed advances they have made with
                                 respect to delinquent monthly payments or that
                                 are made with respect to the preservation and
                                 protection of the related mortgaged property or
                                 enforcement of the mortgage loan. 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. No advance interest will accrue
                                 during the grace period, if any, for the
                                 related mortgage loan; however, if such advance
                                 is not reimbursed from collections received
                                 from the related borrower by the end of the
                                 applicable grace period, advance interest will
                                 accrue from the date such advance is made. This
                                 interest may be offset in part by default
                                 interest and late payment charges paid by the
                                 borrower in connection with the mortgage loan
                                 or by certain other amounts. In addition, under
                                 certain circumstances, including delinquencies
                                 in the payment of principal and interest, a
                                 mortgage loan will be serviced by the special
                                 servicer, and that special servicer is entitled
                                 to compensation for special servicing
                                 activities. The right to receive interest on
                                 advances and special servicing compensation is
                                 senior to the rights of certificateholders to
                                 receive distributions. The payment of interest
                                 on advances and the payment of compensation to
                                 the special servicer may result in shortfalls
                                 in amounts otherwise distributable on the
                                 certificates.

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 that
                                 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


                                      S-91



                                 mortgage loan sellers, which opinions are
                                 subject to various assumptions and
                                 qualifications, the mortgage loan sellers
                                 believe 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
                                 those results were not successful, it is
                                 possible that payments on the certificates
                                 would be delayed while a court resolves the
                                 claim.

LIMITED LIQUIDITY AND MARKET
VALUE MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..................   Your certificates will not be listed on any
                                 securities exchange or traded on any automated
                                 quotation systems of any registered securities
                                 association, and there is currently no
                                 secondary market for the certificates. While
                                 one or more underwriters currently intend to
                                 make a secondary market in the certificates,
                                 none of them is obligated to do so.
                                 Accordingly, you may not have an active or
                                 liquid secondary market for your certificates,
                                 which could result in a substantial decrease in
                                 the market value of your certificates. The
                                 market value of your certificates also may be
                                 affected by many other factors, including
                                 then-prevailing interest rates. Furthermore,
                                 you should be aware that the market for
                                 securities of the same type as the certificates
                                 has in the past been volatile and offered very
                                 limited liquidity.

INTEREST RATES BASED ON A
WEIGHTED AVERAGE COUPON RATE
ENTAIL RISKS WHICH MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.............   The interest rates on certain of the
                                 certificates are based on a weighted average of
                                 the mortgage loan interest rates net of the
                                 administrative cost rate, which is calculated
                                 based upon the respective principal balances of
                                 the mortgage loans. The interest rates on
                                 certain of the certificates may be capped at
                                 the weighted average rate. This weighted
                                 average rate is further described in this
                                 prospectus supplement under the definition of
                                 "weighted average net mortgage rate."

                                 Any class of certificates which is either fully
                                 or partially based upon the weighted average
                                 net mortgage rate may be adversely affected by
                                 disproportionate principal payments,
                                 prepayments, defaults and other unscheduled
                                 payments on the mortgage loans. Because some
                                 mortgage loans will amortize their principal
                                 more quickly than others, the rate may
                                 fluctuate over the life of those classes of
                                 your certificates.

                                 In general, mortgage loans with relatively high
                                 mortgage interest rates are more likely to
                                 prepay than mortgage loans with relatively low
                                 mortgage interest rates. For instance, varying
                                 rates of unscheduled principal payments on
                                 mortgage loans which have interest rates above
                                 the weighted average net mortgage rate may have
                                 the effect of reducing the interest rate of
                                 your certificates.

LITIGATION OR OTHER LEGAL
PROCEEDINGS COULD ADVERSELY
AFFECT THE MORTGAGE LOANS.....   There may be pending or threatened legal
                                 proceedings against, or other past or present
                                 adverse regulatory circumstances experienced
                                 by, the borrowers, their sponsors and/or
                                 managers of the mortgaged properties and their
                                 respective affiliates arising out of the
                                 ordinary business of the borrowers, sponsors,
                                 managers and affiliates. Such litigation, other


                                      S-92



                                 legal proceedings, or other adverse situations
                                 could have a material adverse effect on your
                                 investment.

                                 Two (2) mortgage loans, representing
                                 approximately 2.4% of the initial outstanding
                                 pool balance (which mortgage loans are in loan
                                 group 1, representing approximately 2.9% of the
                                 initial outstanding loan group 1 balance), have
                                 Triple Net Properties, LLC as the sponsor of
                                 the related borrower and an affiliate of the
                                 property manager. Triple Net Properties, LLC
                                 has advised the related mortgage loan seller
                                 that the SEC is conducting an investigation
                                 regarding certain of its activities. Filings
                                 with the SEC for public companies advised or
                                 managed by Triple Net Properties, LLC have
                                 disclosed that the SEC has requested
                                 information relating to disclosure in public
                                 and private securities offerings sponsored by
                                 Triple Net Properties, LLC and its affiliated
                                 entities. The SEC has requested financial and
                                 other information regarding such Triple Net
                                 Properties, LLC securities offerings and the
                                 disclosure included in the related offering
                                 documents. Recent filings with the SEC for
                                 public companies advised or managed by Triple
                                 Net Properties, LLC have indicated that the
                                 information disclosed in connection with these
                                 securities offerings relating to the prior
                                 performance of all public and nonpublic
                                 investment programs sponsored by Triple Net
                                 Properties, LLC contained certain errors,
                                 including the following: (i) the prior
                                 performance tables included in the offering
                                 documents were stated to be presented on a GAAP
                                 basis but generally were not, (ii) a number of
                                 the prior performance data figures were
                                 themselves erroneous, even as presented on a
                                 tax or cash basis, (iii) with respect to
                                 certain programs sponsored by Triple Net
                                 Properties, LLC, where Triple Net Properties,
                                 LLC invested either alongside or in other
                                 programs sponsored by Triple Net Properties,
                                 LLC, the nature and results of these
                                 investments were not fully accurately disclosed
                                 in the tables and (iv) for the private
                                 programs, certain calculations of depreciation
                                 and amortization were not on an income tax
                                 basis for a limited liability company
                                 investment, certain operating expenses were not
                                 reflected in the operating results and monthly
                                 mortgage and principal payments were not
                                 reported. We cannot assure you that Triple Net
                                 Properties, LLC will be able to adequately
                                 address these disclosure issues or that these
                                 investigations will not result in fines,
                                 penalties or administrative remedies or
                                 otherwise have an adverse effect on the
                                 performance, operations or financial condition
                                 of Triple Net Properties, LLC. In addition, we
                                 cannot assure you that if litigation were to
                                 commence or security holders were to assert
                                 claims related to the foregoing, it would not
                                 have a material adverse effect on your
                                 investment.

MORTGAGE ELECTRONIC
REGISTRATION SYSTEMS (MERS)...   The mortgages or assignments of mortgages for
                                 some of the mortgage loans may be recorded in
                                 the name of MERS, solely as nominee for the
                                 related mortgage loan seller and its successor
                                 and assigns. Subsequent assignments of any such
                                 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


                                      S-93



                                 distribution of liquidation proceeds to
                                 certificateholders and increase the amount of
                                 losses on the mortgage loans.

     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 a variety
of factors, including the risks described above in this "Risk Factors" section
and elsewhere in this prospectus supplement.


                                      S-94



                               TRANSACTION PARTIES

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

     LaSalle Bank National Association

     LaSalle Bank National Association ("LaSalle") is a sponsor of this
transaction and is one of the mortgage loan sellers. LaSalle originated and
underwrote all of the mortgage loans it is selling to the Depositor, which
represent 43.4% of the Initial Pool Balance.

     LaSalle is a national banking association. The principal offices of its
commercial mortgage loan division are located at 135 South LaSalle Street, Suite
3400, Chicago, Illinois 60603, and its telephone number is (312) 904-2000.
LaSalle offers a variety of banking services to customers, including commercial
and retail banking, trust services and asset management. LaSalle's business is
subject to examination and regulation by federal banking authorities and its
primary federal bank regulatory authority is the office of the Comptroller of
the Currency. LaSalle is a subsidiary of LaSalle Bank Corporation, which is a
subsidiary of ABN AMRO North America Holding Company, which is a subsidiary of
ABN AMRO Bank N. V., a bank organized under the laws of the Netherlands. As of
September 30, 2006, LaSalle had total assets of approximately $71.4 billion.
LaSalle is also acting as paying agent, certificate registrar and authenticating
agent for this transaction and will have, or be responsible for appointing an
agent to perform, additional duties with respect to tax administration of the
issuing entity. LaSalle Financial Services, Inc., an underwriter for this
transaction, is a subsidiary of LaSalle.

     LaSalle's Commercial Mortgage Securitization Program

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

     Between the inception of its commercial mortgage securitization program in
1998 and December 31, 2005, LaSalle originated approximately 1,982 fixed rate
commercial mortgage loans with an aggregate original principal balance of
approximately $9.1 billion that were included in approximately 29 securitization
transactions. The properties securing these loans include multifamily, office,
retail, industrial, hospitality, manufactured housing community and self-storage
properties. LaSalle also originates other commercial mortgage loans that are not
securitized and participates in sales of pools of whole loans in private
transactions. In the year ended December 31, 2005, LaSalle originated commercial
mortgage loans for securitization with an aggregate original principal balance
of approximately $4.0 billion, all of which were included in securitization
transactions in which an unaffiliated entity acted as depositor. LaSalle
selected from its existing portfolio the mortgage loans it is selling to the
Depositor.

     Servicing

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

     Underwriting Standards

     LaSalle generally underwrites commercial mortgage loans originated for
securitization in accordance with the underwriting criteria described below.
Each lending situation is unique, however, and the facts and circumstances
surrounding a particular mortgage loan, such as the quality, location and
tenancy of the mortgaged property and the sponsorship of the borrower, will
impact the extent to which the underwriting criteria are applied to that
mortgage loan. The underwriting criteria are general guidelines, and in many
cases exceptions to one or more of the criteria


                                      S-95



may be approved. Accordingly, no representation is made that each mortgage loan
originated by LaSalle will comply in all respects with the underwriting
criteria.

     Underwriting Procedures. An underwriting team comprised of real estate
professionals conducts a review of the mortgaged property related to each loan,
generally including an appraisal, engineering report, environmental report,
analysis of historical property operating statements, if available, and a review
of rent rolls, current and historical real estate taxes, and certain tenant
leases. The borrower and certain key principals of the borrower are reviewed for
financial strength and other credit factors, generally including financial
statements (which are generally unaudited), third-party credit reports, and
judgment, lien, bankruptcy and pending litigation searches. Depending on the
type of the mortgaged property and other factors, the credit of key tenants may
also be reviewed. Each mortgaged property is generally inspected to ascertain
its overall quality, competitiveness, physical attributes, neighborhood, market,
accessibility, visibility and demand generators. As part of its underwriting
procedures, LaSalle also generally performs the procedures and obtains the third
party reports or other documents described in this prospectus supplement under
"Description of the Mortgage Pool--Assessments of Property Value and Condition,"
"--Appraisals," "--Environmental Assessments," "--Property Condition
Assessments," "--Seismic Review Process," and "--Zoning and Building Code
Compliance."

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

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

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

     Escrow Requirements. LaSalle reviews the need for a particular escrow or
reserve on a loan-by-loan basis and does not require escrows or reserves for
every mortgage loan. LaSalle may require a borrower to fund escrows or reserves
for taxes, insurance, deferred maintenance, replacement reserves, tenant
improvements and leasing commissions. In some cases, escrows or reserves may be
required only after the occurrence of a triggering event such as an Event of
Default or when certain debt service coverage ratio tests are not satisfied
under the related mortgage loan. In some cases, in lieu of funding an escrow or
reserve, the borrower is permitted to post a letter of credit or guaranty, or
provide periodic evidence that the items for which the escrow or reserve would
have been established are being paid or addressed.

     The information set forth herein concerning LaSalle has been provided by
LaSalle. None of the Depositor, the Trustee, the Paying Agent, the underwriters
nor any other person other than LaSalle makes any representation or warranty as
to the accuracy or completeness of such information.

     Morgan Stanley Mortgage Capital Inc.

     Morgan Stanley Mortgage Capital Inc., a New York corporation formed in 1984
("MSMC") is a sponsor of this transaction and is one of the mortgage loan
sellers. MSMC is an affiliate of the depositor and one of the


                                      S-96



underwriters and is a direct wholly-owned subsidiary of Morgan Stanley (NYSE:
MS). The executive offices of MSMC are located at 1585 Broadway, New York, New
York 10036, telephone number (212) 761-4000. MSMC also has offices in Chicago,
Illinois, Los Angeles, California, Irvine, California, Alpharetta, Georgia,
Dallas, Texas and Herndon, Virginia. MSMC originates and purchases commercial
and multifamily mortgage loans primarily for securitization or resale. MSMC also
provides warehouse and repurchase financing to residential mortgage lenders,
purchases residential mortgage loans for securitization or resale, or for its
own investment, and acts as sponsor of residential mortgage loan
securitizations. Neither MSMC nor any of its affiliates currently acts as
servicer of the mortgage loans in its securitizations. MSMC originated all of
the mortgage loans it is selling to us.

     MSMC's Commercial Mortgage Securitization Program

     MSMC has been active as a sponsor of securitizations of commercial mortgage
loans since its formation. As a sponsor, MSMC originates or acquires mortgage
loans and either by itself or together with other sponsors or mortgage loan
sellers, initiates the securitization of the mortgage loans by transferring the
mortgage loans to a securitization depositor, including Morgan Stanley Capital I
Inc., or another entity that acts in a similar capacity. In coordination with
its affiliate, Morgan Stanley & Co. Incorporated, and other underwriters, MSMC
works with rating agencies, investors, mortgage loan sellers and servicers in
structuring the securitization transaction. MSMC acts as sponsor and mortgage
loan seller both in transactions in which it is the sole sponsor or mortgage
loan seller and transactions in which other entities act as sponsor or mortgage
loan seller. MSMC's "IQ," "HQ" and "TOP" securitization programs typically
involve multiple mortgage loan sellers.

     Substantially all mortgage loans originated by MSMC are sold to
securitizations as to which MSMC acts as either sponsor or mortgage loan seller.
Mortgage loans originated and securitized by MSMC include both fixed rate and
floating rate mortgage loans and both large mortgage loans and conduit mortgage
loans (including those shown in the table below), and mortgage loans included in
both public and private securitizations. MSMC also originates subordinate and
mezzanine debt which is generally not securitized. The following table sets
forth information with respect to originations and securitizations of commercial
and multifamily mortgage loans by MSMC for the four years ending on December 31,
2005.



                              TOTAL MSMC MORTGAGE         TOTAL MSMC MORTGAGE
       TOTAL MSMC MORTGAGE   LOANS SECURITIZED WITH   LOANS SECURITIZED WITH NON-   TOTAL MSMC MORTGAGE
YEAR          LOANS*          AFFILIATED DEPOSITOR        AFFILIATED DEPOSITOR       LOANS SECURITIZED
----   -------------------   ----------------------   ---------------------------   -------------------
                                              (Approximate Amounts in Billions of $s)

2005                      12.1                    8.2                        1.8                      10.0
2004                       7.7                    5.3                        1.2                       6.5
2003                       6.4                    3.3                        1.3                       4.6
2002                       4.6                    2.2                        0.6                       2.8


----------
*    Includes all mortgage loans originated or purchased by MSMC in the relevant
     year. Mortgage loans originated in a given year that were not securitized
     in that year generally were held for securitization in the following year.

     MSMC's large mortgage loan program typically originates mortgage loans
larger than $75 million, although MSMC's conduit mortgage loan program also
sometimes originates such large mortgage loans. MSMC originates commercial
mortgage loans secured by multifamily, office, retail, industrial, hotel,
manufactured housing and self storage properties. The largest property
concentrations of MSMC securitized loans have been in retail and office
properties, and the largest geographic concentrations have been in California
and New York.

     Underwriting Standards

     Conduit mortgage loans originated by MSMC will generally be originated in
accordance with the underwriting criteria described below. Each lending
situation is unique, however, and the facts and circumstances surrounding the
mortgage loan, such as the quality and location of the real estate collateral,
the sponsorship of the borrower and the tenancy of the collateral, will impact
the extent to which the general guidelines below are applied to a specific
mortgage loan. The underwriting criteria are general, and in many cases
exceptions to one or more of these guidelines may be approved. Accordingly, no
representation is made that every mortgage loan will comply in all respects with
the criteria set forth below.


                                      S-97



     The MSMC credit underwriting team for each mortgage loan is required to
conduct a review of the related mortgaged property, generally including an
analysis of the historical property operating statements, rent rolls, current
and historical real estate taxes, and a review of tenant leases. The credit of
the borrower and certain key principals of the borrower are examined for
financial strength and character prior to approval of the mortgage loan. This
analysis generally includes a review of historical financial statements (which
are generally unaudited), historical income tax returns of the borrower and its
principals, third-party credit reports, and judgment, lien, bankruptcy and
pending litigation searches. Depending on the type of real property collateral
involved and other relevant circumstances, the credit of key tenants also may be
examined as part of the underwriting process. Generally, a member of the MSMC
underwriting team visits the property for a site inspection to ascertain the
overall quality and competitiveness of the property, including its physical
attributes, neighborhood and market, accessibility and visibility and demand
generators. As part of its underwriting procedures, MSMC also generally performs
the procedures and obtains the third party reports or other documents described
in this prospectus supplement under "Description of the Mortgage
Pool--Assessments of Property Value and Condition," "--Appraisals,"
"--Environmental Assessments," "--Property Condition Assessments," "--Seismic
Review Process" and "--Zoning and Building Code Compliance." MSMC typically
retains outside consultants to conduct its credit underwriting.

     Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from MSMC and its
affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject a
mortgage loan.

     Debt Service Coverage Ratio and Loan-to-Value Ratio. MSMC's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum loan-to-value ratio of 80%. However, these requirements constitute
solely guidelines, and exceptions to these guidelines may be approved based on
the individual characteristics of a mortgage loan. For example, MSMC may
originate a mortgage loan with a lower debt service coverage ratio or higher
loan-to-value ratio based on the types of tenants and leases at the subject real
property, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, MSMC's judgment of improved property performance in
the future and/or other relevant factors. In addition, with respect to certain
mortgage loans originated by MSMC there may exist subordinate debt secured by
the related mortgaged property and/or mezzanine debt secured by direct or
indirect ownership interests in the borrower. Such mortgage loans may have a
lower debt service coverage ratio, and a higher loan-to-value ratio, if such
subordinate or mezzanine debt is taken into account.

     The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this prospectus supplement
and Appendix II may differ from the amount calculated at the time of
origination. In addition, MSMC's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain loans may provide for
interest-only payments prior to maturity, or for an interest-only period during
a portion of the term of the mortgage loan. See "Description of the Mortgage
Pool" in this prospectus supplement.

     Escrow Requirements. MSMC often requires a borrower to fund various escrows
for taxes and insurance, and may also require reserves for deferred maintenance,
re-tenanting expenses and capital expenses, in some cases only during periods
when certain debt service coverage ratio tests are not satisfied. In some cases,
the borrower is permitted to post a letter of credit or guaranty, or provide
periodic evidence that the items for which the escrow or reserve would have been
established are being paid or addressed, in lieu of funding a given reserve or
escrow. MSMC 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 MSMC.

     Servicing

     MSMC currently contracts with third party servicers for servicing the
mortgage loans that it originates or acquires. Third party servicers are
assessed based upon the credit quality of the servicing institution. The
servicers may be reviewed for their systems and reporting capabilities, review
of collection procedures and confirmation of servicers' ability to provide
loan-level data. In addition, MSMC may conduct background checks, meet with
senior management to determine whether the servicer complies with industry
standards or otherwise monitor the servicer on an ongoing basis.


                                      S-98



     The information set forth herein concerning MSMC has been provided by MSMC.
None of the Trustee, the Paying Agent, the underwriters nor any other person
other than MSMC makes any representation or warranty as to the accuracy or
completeness of such information.

     Prudential Mortgage Capital Funding, LLC

     Overview

     Prudential Mortgage Capital Funding, LLC ("PMCF"), a Delaware limited
liability company formed in 1997, is a sponsor of this transaction and one of
the mortgage loan sellers. Prudential Mortgage Capital Company, LLC ("PMCC"), an
affiliate of PMCF, originated and underwrote all of the mortgage loans sold by
PMCF to the depositor in this transaction, which represent 9.4% of the initial
mortgage pool balance.

     PMCF is a wholly-owned subsidiary of PMCC and is an affiliate of Prudential
Asset Resources, Inc., one of the master servicers in this transaction. PMCF and
PMCC's ultimate beneficial owner is Prudential Financial, Inc. (NYSE: PRU). The
principal offices of PMCF are located at Four Gateway Center, 8th Floor, 100
Mulberry Street, Newark, New Jersey 07102. PMCF's telephone number is (888)
263-6800. A significant aspect of PMCC's business is the origination,
underwriting and sale to PMCF of mortgage loans secured by commercial and
multifamily properties, which mortgage loans are in turn primarily sold through
CMBS securitizations.

     PMCF has been actively involved in the securitization of mortgage loans
since 1998. From January 1, 2003, through September 30, 2006, PMCC originated
for securitization approximately 660 mortgage loans, having a total original
principal amount of approximately $9.26 billion, which were assigned to PMCF,
and approximately $7.29 billion (this number includes several mortgage loans
originated in 2002) have been included in approximately 20 securitizations. In
connection with originating mortgage loans for securitization, PMCF and/or
certain of its affiliates also originate subordinate or mezzanine debt which is
generally not securitized. Of the $7.29 billion in mortgage loans originated by
PMCC and assigned to PMCF that have been included in securitizations since
January 1, 2003, approximately $295.60 million have been included in
securitizations in which an affiliate of PMCF was depositor, and $6.99 billion
have been included in securitizations in which an unaffiliated entity acted as
depositor. In its fiscal year ended December 31, 2005, PMCC originated and
assigned to PMCF approximately 226 mortgage loans for securitization, having an
aggregate principal balance of approximately $2.35 billion.

     The property types most frequently securing mortgage loans originated by
PMCC for securitization are office, retail, and multifamily properties. However,
PMCC also originates mortgage loans secured by industrial, self storage,
hospitality, manufactured housing, mixed-use and other types of properties for
its securitization program. States with the largest concentration of mortgage
loans have, in the past, included New York, California, and Texas; however, each
securitization may include other states with significant concentrations.

     At origination of a mortgage loan, PMCC assigns the loan to PMCF which,
together with other sponsors or loan sellers, initiates the securitization of
these loans by transferring the loans to the depositor or another entity that
acts in a similar capacity as the depositor, which loans will ultimately be
transferred to the issuing entity for the related securitization. In
coordination with the underwriters selected for a particular securitization,
PMCF works with the rating agencies, loan sellers and servicers in structuring
the transaction. Multiple seller transactions in which PMCF has participated to
date as a mortgage loan seller include (i) the "IQ" program, in which PMCF,
Morgan Stanley Mortgage Capital Inc. ("MSMC") and other entities act as sellers,
and Morgan Stanley Capital I Inc., an affiliate of MSMC, acts as depositor; and
(ii) the "PWR" program, in which PMCF, Wells Fargo Bank and other sellers act as
sellers, and Bear Stearns Commercial Mortgage Securities Inc. or an affiliate
acts as depositor. Prior to this transaction, PMCF sold approximately $612.20
million of mortgage loans under the IQ program and approximately $5.85 billion
of mortgage loans under the PWR program.

     Prudential Asset Resources, Inc. ("PAR"), an affiliate of PMCF and PMCC, a
master servicer and the special servicer in this transaction, services the
mortgage loans on PMCF's behalf. See "--Master Servicer" in this prospectus
supplement.

     PMCC's Underwriting Standards

     General. PMCC originates and underwrites loans through its offices in
Newark, New York City, McLean, Atlanta, Chicago, Dallas, San Francisco and Los
Angeles. All of the PMCC mortgage loans in this transaction were


                                      S-99



originated by PMCC or an affiliate of PMCC, in each case, generally in
accordance with the underwriting guidelines described below. Each lending
situation is unique, however, and the facts and circumstances surrounding each
mortgage loan, such as the quality and location of the real estate collateral,
the sponsorship of the borrower and the tenancy of the collateral, will impact
the extent to which the general guidelines below are applied to a specific
mortgage loan. These underwriting guidelines are general, and there is no
assurance that every mortgage loan will comply in all respects with the
guidelines.

     Mortgage Loan Analysis. The PMCC credit underwriting team for each mortgage
loan was comprised of PMCC real estate professionals. The underwriting team for
each mortgage loan is required to conduct a review of the related property,
generally including undertaking analyses of the appraisal, the engineering
report, the environmental report, the historical property operating statements
(to the extent available), current rent rolls, current and historical real
estate taxes, and a review of tenant leases. A limited examination of certain
key principals of borrower and, if the borrower is not a newly formed special
purpose entity, the borrower itself, is performed prior to approval of the
mortgage loan. This analysis includes a review of (i) available financial
statements (which are generally unaudited), (ii) third-party credit reports, and
(iii) judgment, lien, bankruptcy and pending litigation searches. The credit of
certain key tenants is also examined as part of the underwriting process.
Generally, a member of the PMCC underwriting team visits each property to
confirm the occupancy rates of the property, the overall quality of the
property, including its physical attributes, the property's market and the
utility of the property within the market. As part of its underwriting
procedures, PMCC also generally obtains the third party reports or other
documents described in this prospectus supplement under "Description of the
Mortgage Pool--Assessments of Property Value and Condition," "--Appraisals,"
"--Environmental Assessments," "--Property Condition Assessments," "--Seismic
Review Process," and "--Zoning and Building Compliance."

     Loan Approval. All mortgage loans must be approved by a loan committee that
is generally comprised of PMCC professionals. As the size of the mortgage loan
increases, the composition of the applicable committee shifts from a regional
focus to one that requires involvement by senior officers and/or directors of
PMCC, its affiliates and its parent. The loan committee may approve a mortgage
loan as recommended, request additional due diligence, modify the terms, or
reject a mortgage loan.

     Debt Service Coverage Ratio and LTV Ratio. PMCC's underwriting standards
generally require a minimum debt service coverage ratio of 1.20x and a maximum
loan to value ratio of 80%. However, these requirements constitute solely a
guideline, and exceptions to these guidelines may be approved based on the
individual characteristics of a particular mortgage loan, such as the types of
tenants and leases at the applicable real property; the existence of additional
collateral such as reserves, letters of credit or guarantees; the existence of
subordinate or mezzanine debt; PMCC's projection of improved property
performance in the future; and other relevant factors.

     The debt service coverage ratio guidelines listed above are calculated
based on anticipated underwritten net cash flow at the time of origination.
Therefore, the debt service coverage ratio for each mortgage loan as reported
elsewhere in this prospectus supplement may differ from the amount calculated at
the time of origination. In addition, PMCC's underwriting guidelines generally
permit a maximum amortization period of 30 years. However, certain mortgage
loans may provide for interest-only payments prior to maturity, or for an
interest-only period during a portion of the term of the mortgage loan. See
"Description of the Mortgage Pool" in this prospectus supplement.

     Escrow Requirements. PMCC often requires a borrower to fund various escrows
for taxes and insurance, replacement reserves, capital expenses and/or
environmental remediation or monitoring, or, in some cases, requires such
reserves to be funded only following a triggering event, such as an event of
default under the related mortgage loan. PMCC may also require reserves for
deferred maintenance, re-tenanting expenses, and capital expenses, in some cases
only during periods when certain debt service coverage ratio tests are not
satisfied. In some cases, the borrower is permitted to post a letter of credit
or guaranty, or provide periodic evidence that the items for which the escrow or
reserve would have been established are being paid or addressed, in lieu of
funding a given reserve or escrow. PMCC conducts a case by case analysis to
determine the need for a particular escrow or reserve and, consequently, such
requirements may be modified and/or waived in connection with particular loans.

     See Appendix B to this prospectus supplement to obtain specific information
on the escrow requirements for the PMCC originated loans included in this
transaction.


                                     S-100



     The information set forth herein concerning PMCF and PMCC has been provided
by PMCF. None of the Depositor, the Trustee, the Paying Agent, the underwriters
nor any other person other than PMCF makes any representation or warranty as to
the accuracy or completeness of such information.

     SunTrust Bank

     SunTrust Bank is a Georgia banking corporation and a member of the Federal
Reserve System and a mortgage loan seller in this transaction. The principal
offices of SunTrust Bank are located at 303 Peachtree Street, Atlanta, GA 30308.
Each of the mortgage loans sold to the trust by SunTrust Bank were originated
and underwritten by SunTrust Bank. SunTrust Bank is also the primary servicer
with respect to mortgage loans transferred by it to the trust.

     The information set forth herein concerning SunTrust Bank has been provided
by SunTrust Bank. None of the Depositor, the Trustee, the Paying Agent, the
underwriters nor any other person other than SunTrust Bank makes any
representation or warranty as to the accuracy or completeness of such
information.

     Massachusetts Mutual Life Insurance Company

     The Massachusetts Mutual Life Insurance Company ("MassMutual"), based in
Springfield, Massachusetts, is a global diversified financial services
organization with more than 31,000 employees and sales representatives around
the world and is a mortgage loan seller in this transaction. Babson Capital
Management LLC, a MassMutual subsidiary, serves as the sole and exclusive real
estate debt investment advisor to the MassMutual General Investment Account.
Babson Capital Management LLC also manages and services real estate debt assets
and funds for institutional clients worldwide.

     Each of the mortgage loans sold to the trust by MassMutual was either
originated and underwritten or purchased by either MassMutual or Babson Capital
Management LLC. Babson Capital Management LLC is the primary servicer with
respect to mortgage loans transferred by MassMutual to the trust.

     The information set forth herein concerning MassMutual has been provided by
MassMutual. None of the Depositor, the Trustee, the Paying Agent, the
underwriters nor any other person other than MassMutual makes any representation
or warranty as to the accuracy or completeness of such information.

THE DEPOSITOR

     Morgan Stanley Capital I Inc., the Depositor, is a direct wholly-owned
subsidiary of Morgan Stanley and was incorporated in the State of Delaware on
January 28, 1985. The principal executive offices of Morgan Stanley Capital I
Inc. are located at 1585 Broadway, 37th Floor, New York, New York 10036. Its
telephone number is (212) 761-4000. Morgan Stanley Capital I Inc. does not have,
nor is it expected in the future to have, any significant assets and is not
engaged in any activities except those related to the securitization of assets.

     The Depositor was formed for the purpose of acting as a depositor in asset
backed securities transactions. During the period commencing January 1, 2002 and
terminating December 31, 2005, the Depositor acted as depositor with respect to
commercial and multifamily mortgage loan securitization transactions, in an
aggregate amount of $33,767,957,511. MSMC has acted as a sponsor or co-sponsor
of all of such transactions and contributed a substantial portion of the
mortgage loans in such transactions, with the remainder having been contributed
by numerous other loan sellers. The Depositor has also acted as depositor with
respect to numerous securitizations of residential mortgage loans.

     Morgan Stanley Capital I Inc. will have minimal ongoing duties with respect
to the offered certificates and the mortgage loans. The Depositor's duties will
include, without limitation, (i) to appoint a successor trustee in the event of
the resignation or removal of the trustee, (ii) to provide information in its
possession with respect to the certificates to the paying agent to the extent
necessary to perform REMIC tax administration, (iii) to indemnify the trustee,
the paying agent and trust for any liability, assessment or costs arising from
the Depositor's bad faith, negligence or malfeasance in providing such
information, (iv) to indemnify the trustee and the paying agent against certain
securities laws liabilities, and (v) to sign or to contract with the master
servicer to sign any annual report on Form 10-K, including the certification
therein required under the Sarbanes-Oxley Act, and any distribution reports


                                     S-101



on Form 10-D and Current Reports on Form 8-K required to be filed by the trust.
The Depositor is required under the Underwriting Agreement to indemnify the
Underwriters for, or to contribute to losses in respect of, certain securities
law liabilities.

     The information set forth herein concerning the Depositor has been provided
by the Depositor. None of the Trustee, the Paying Agent, the underwriters nor
any other person other than the Depositor makes any representation or warranty
as to the accuracy or completeness of such information.

THE ISSUING ENTITY

     The issuing entity with respect to the offered certificates will be the
Morgan Stanley Capital I Trust 2006-IQ12 (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, the Subordinate Loans
and any REO Property, disposing of defaulted mortgage loans and REO Property,
issuing the certificates, making distributions, providing reports to
Certificateholders and 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 of funds in the Certificate Account
and other accounts maintained under the Pooling and Servicing Agreement in
certain short-term high-quality investments. The Trust may not lend or borrow
money, except that the master servicers and the trustee may make Advances of
delinquent monthly debt service payments and servicing Advances to the Trust,
but only to the extent it deems such Advances to be recoverable from the related
mortgage loan; such Advances are intended to provide liquidity, rather than
credit support. The Pooling and Servicing Agreement may be amended as set in
this prospectus supplement under "Description of the Offered
Certificates--Amendments to the Pooling and Servicing Agreement." The Trust
administers the mortgage loans through the trustee, the paying agent, the master
servicers and the special servicer. A discussion of the duties of the trustee,
the paying agent, 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 Trustee," "--The Paying
Agent, Certificate Registrar and Authenticating Agent," "--The Master
Servicers," and "--The Special Servicer" and under "Servicing of the Mortgage
Loans."

     The only assets of the Trust other than the mortgage loans and any REO
Properties are the Certificate Account and other accounts maintained pursuant to
the Pooling and Servicing Agreement and the short-term investments in which
funds in the Certificate Account and other accounts are invested. The Trust has
no present liabilities, but has potential liability relating to ownership of the
mortgage loans and any REO Properties, and the other activities described in
this prospectus supplement, and indemnity obligations to the trustee, the paying
agent, the master servicer and the special servicer. The fiscal year of the
Trust is the calendar year. The Trust has no executive officers or board of
directors and acts through the trustee, the paying agent, 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 in this prospectus supplement under "Description of the Mortgage
Pool--Sale of the Mortgage Loans" and "--Representations and Warranties."

     Because the Trust is a common law trust, it may not be eligible for relief
under the federal bankruptcy laws, unless it can be characterized as a "business
trust" for purposes of the federal bankruptcy laws. Bankruptcy courts look at
various considerations in making this determination, so it is not possible to
predict with any certainty whether or not the trust would be characterized as a
"business trust." The Depositor has been formed as a bankruptcy remote special
purpose entity. In connection with the sale of the mortgage loans from each
mortgage loan seller to the Depositor and from the Depositor to the trust,
certain legal opinions are required. Those opinions to the extent relating to an
entity subject to the Bankruptcy Code are generally analogous to the following:

     (1) If such mortgage loan seller were to become a debtor in a properly
presented case under Title 11 of the United States Code (the "Bankruptcy Code"),
a federal bankruptcy court, would determine that (i) (a) a transfer of the
mortgage loans by the related mortgage loan seller to the Depositor (including
collection thereon) in the form and manner set forth in the related Mortgage
Loan Purchase Agreement would constitute a true sale or absolute transfer of
such mortgage loans (including the collections thereon), rather than a borrowing
by the related mortgage loan seller from the Depositor secured by those mortgage
loans, so that those mortgage loans (including the


                                     S-102



collections thereon) would not be property of the estate of the related mortgage
loan seller under Section 541(a) of the Bankruptcy Code, and thus (b) the
Depositor's rights to the related mortgage loans (including the collections
thereon) would not be impaired by the operation of the Bankruptcy Code; and

     (2) If the Depositor were to become a debtor in a properly presented case
under the Bankruptcy Code, a federal bankruptcy court would determine (i) (a) a
transfer of the related mortgage loans by the Depositor to the trust (including
the collections thereon) in the form and manner set forth in the Pooling and
Servicing Agreement would constitute a true sale or absolute transfer of those
mortgage loans (including the collections thereon), rather than a borrowing by
the Depositor from the trust secured by those mortgage loans, so that those
mortgage loans (including the collections thereon) would not be property of the
estate of the Depositor under Section 541(a) of the Bankruptcy Code, and thus
(b) the trust's rights to the related mortgage loans (including the collections
thereon) would not be impaired by the operation of the Bankruptcy Code.

     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 transfer of the
underlying 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 sale of the underlying mortgage loans will not be
recharacterized as a pledge, with the result that the Depositor or Trust would
be deemed to be a creditor of the related mortgage loan seller rather than an
owner of the mortgage loans. See "Risk Factors--The Mortgage Loan Sellers Are
Subject To Bankruptcy Or Insolvency Laws That May Affect The Trust's Ownership
Of The Mortgage Loans" in this prospectus supplement.

THE TRUSTEE AND CUSTODIAN

          Wells Fargo Bank, N.A. will act as the trustee (in such capacity, the
"trustee"). Wells Fargo Bank is a national banking association and a
wholly-owned subsidiary of Wells Fargo & Company. A diversified financial
services company with approximately $482 billion in assets, 23 million customers
and 153,000 employees as of December 31, 2005, Wells Fargo & Company is among
the leading U.S. bank holding companies, providing banking, insurance, trust,
mortgage and consumer finance services throughout the United States. Wells Fargo
Bank provides retail and commercial banking services and corporate trust,
custody, securities lending, securities transfer, cash management, investment
management and other financial and fiduciary services. The Depositor, the
Sponsors, the Mortgage Loan Sellers, the Master Servicers and the Special
Servicer may maintain banking and other commercial relationships with Wells
Fargo Bank and its affiliates. The corporate trust office of the trustee where
the administration of the trust will take place is located at 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attn: Corporate Trust Services (CMBS) Morgan
Stanley Capital I Trust 2006-IQ12. As compensation for the performance of its
duties as trustee, Wells Fargo Bank, N.A. will be paid a portion of the monthly
Trustee Fee as set forth in the Pooling and Servicing Agreement.

     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, 2006, Wells
Fargo Bank was acting as trustee on over 280 series of commercial
mortgage-backed securities with an aggregate principal balance of over $270
billion.

     In its capacity as trustee on commercial mortgage securitizations, Wells
Fargo 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,
Wells Fargo has not been required to make an advance on a commercial
mortgage-backed securities transaction.

     Wells Fargo Bank is acting as custodian of the mortgage loan files pursuant
to the Pooling and Servicing Agreement. In that capacity, Wells Fargo Bank is
responsible to hold and safeguard the mortgage notes and other contents of the
mortgage files on behalf of the Trustee and the Certificateholders. 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 September 30, 2006, Wells Fargo Bank was acting as
custodian of more than 40,000 commercial mortgage loan files.


                                     S-103



     The trustee is at all times required to be, and will be required to resign
if it fails to be, (i) an institution insured by the FDIC, (ii) a corporation,
national bank or national banking association, organized and doing business
under the laws of the United States of America or any state, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority and (iii) an institution whose short-term debt
obligations are at all times rated not less than "A-1" (without regard to plus
or minus) by S&P and "F-1" by Fitch and whose long-term senior unsecured debt is
at all times rated not less than "A+" by S&P and "AA-" by Fitch, or a rating
otherwise acceptable to the Rating Agencies as evidenced by a confirmation from
each Rating Agency that such trustee will not cause a downgrade, withdrawal or
qualification of the then current ratings of any class of certificates. See
"Description of the Offered Certificates--Distributions--Fees and Expenses" in
this prospectus supplement and "Description of the Pooling and Servicing
Agreements--Duties of the Trustee," "Description of the Pooling and Servicing
Agreements--Regarding the Fees, Indemnities and Powers of the Trustee" and
"Description of the Pooling and Servicing Agreements--Resignation and Removal of
the Trustee" in the prospectus.

     Duties of the Trustee

     The trustee will make no representations as to the validity or sufficiency
of the Pooling and Servicing Agreement, the certificates or any asset or related
document and is not accountable for the use or application by the Depositor or a
master servicer or the special servicer of any of the certificates or any of the
proceeds of the certificates, or for the use or application by the Depositor or
a master servicer or the special servicer of funds paid in consideration of the
assignment of the mortgage loans to the trust or deposited into any fund or
account maintained with respect to the certificates or any account maintained
pursuant to the Pooling and Servicing Agreement or for investment of any such
amounts. If no Event of Default has occurred and is continuing, the trustee is
required to perform only those duties specifically required under the Pooling
and Servicing Agreement. However, upon receipt of the various certificates,
reports or other instruments required to be furnished to it, the trustee is
required to examine the documents and to determine whether they conform to the
requirements of the Pooling and Servicing Agreement. The trustee is required to
notify Certificateholders of any termination of a master servicer or special
servicer or appointment of a successor to a master servicer or the special
servicer. The trustee will be obligated to make any Advance required to be made,
and not made, by the applicable master servicer under the Pooling and Servicing
Agreement; provided that the trustee will not be obligated to make any Advance
that it deems in its business judgment to be a nonrecoverable advance. The
trustee will be entitled, but not obligated, to rely conclusively on any
determination by a master servicer or the special servicer, solely in the case
of Servicing Advances, that an Advance if made, would be a nonrecoverable
advance. The trustee will be entitled to reimbursement for each Advance made by
it in the same manner and to the same extent as, but prior to, the master
servicer. See "Description of the Offered Certificates--Advances" in this
prospectus supplement.

     In addition to having express duties under the Pooling and Servicing
Agreement, the trustee, as a fiduciary, also has certain duties unique to
fiduciaries under applicable law. In general, the trustee will be subject to
certain federal laws and, because the Pooling and Servicing Agreement is
governed by New York law, certain New York state laws. As a national bank acting
in a fiduciary capacity, the trustee will, in the administration of its duties
under the Pooling and Servicing Agreement, be subject to certain regulations
promulgated by the Office of the Comptroller of the Currency, specifically those
set forth in Chapter 12, Part 9 of the Code of Federal Regulations. New York
common law has required fiduciaries of common law trusts formed in New York to
perform their duties in accordance with the "prudent person" standard, which, in
this transaction, would require the trustee to exercise such diligence and care
in the administration of the trust as a person of ordinary prudence would employ
in managing his own property. However, under New York common law, the
application of this standard of care can be restricted contractually to apply
only after the occurrence of a default. The Pooling and Servicing Agreement
provides that the trustee is subject to the prudent person standard only for so
long as an event of default has occurred and remains uncured.

     Matters Regarding the Trustee

     The trustee and its partners, representatives, affiliates, members,
managers, directors, officers, employees, agents and controlling persons shall
have not any liability to the trust or the Certificateholders arising out of or
in connection with the Pooling and Servicing Agreement, except for their
respective negligence or willful misconduct.


                                     S-104



     The trustee and each of its partners, representatives, affiliates, members,
managers, directors, officers, employees, agents and controlling persons is
entitled to indemnification from the trust for any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses incurred in connection with any
legal action or performance of obligations or exercise of rights incurred
without negligence or willful misconduct on their respective part, arising out
of, or in connection with the Pooling and Servicing Agreement, the mortgage
loans, the certificates and the acceptance or administration of the trusts or
duties created under the Pooling and Servicing Agreement (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of any master servicer, the special servicer or the
Depositor but only to the extent the trustee is unable to recover within a
reasonable period of time such amount from such third party pursuant to the
Pooling and Servicing Agreement), including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the trustee and each of its
partners, representatives, affiliates, members, managers, directors, officers,
employees, agents and controlling persons shall be entitled to indemnification
from the trust for any unanticipated loss, liability or expense incurred in
connection with the provision by it of the reports required to be provided by it
pursuant to the Pooling and Servicing Agreement.

     Resignation and Removal of the Trustee

     The trustee may at any time resign from its obligations and duties under
the Pooling and Servicing Agreement by giving written notice to the Depositor,
the master servicers, if any, the Rating Agencies and all Certificateholders.
Upon receiving the notice of resignation, the Depositor is required promptly to
appoint a successor trustee meeting the requirements set forth above. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of the notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

     If at any time the trustee (i) shall cease to be eligible to continue as
trustee under the Pooling and Servicing Agreement, or (ii) shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the trustee or of its property shall be appointed, or any public officer
shall take charge or control of the trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or (iii) a tax is
imposed or threatened with respect to the trust or any REMIC by any state in
which the trustee or the trust held by the trustee is located solely because of
the location of the trustee in such state (provided, that, if the trustee agrees
to indemnify the trust for such taxes, it shall not be removed pursuant to this
clause (iii)), or (iv) the continuation of the trustee as such would result in a
downgrade, qualification or withdrawal of the rating by the Rating Agencies of
any class of certificates with a rating as evidenced in writing by the Rating
Agencies, or (v) if the trustee fails to perform (or acts with negligence, bad
faith, or willful misconduct in performing) any of its Exchange Act reporting or
Regulation AB obligations under the Pooling and Servicing Agreement (other than
the failure to file any Exchange Act report due to the non-receipt of the
Exchange Act reportable information from the applicable master servicer or
special servicer), then Morgan Stanley Capital I Inc. may remove the trustee and
appoint a successor trustee meeting the eligibility requirements set forth
above. In the case of removal under clauses (i), (ii), (iii), (iv) and (v)
above, the trustee shall bear all such costs of transfer. Holders of the
certificates entitled to more than 50% of the voting rights may at any time
remove the trustee for cause and appoint a successor trustee.

     Any resignation or removal of the trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee meeting the eligibility requirements set forth above. Upon any
succession of the trustee, the predecessor trustee will be entitled to the
payment of compensation and reimbursement agreed to under the Pooling and
Servicing Agreement for services rendered and expenses incurred. The Pooling and
Servicing Agreement provides that expenses relating to resignation of the
trustee or any removal of the trustee for cause will be required to be paid by
the trustee, and expenses relating to the removal of the trustee without cause
will be paid by the parties effecting such removal.

     If the trustee resigns or is terminated or removed, then any and all costs
and expenses associated with transferring the duties of the trustee to a
successor trustee, including those associated with the transfer of mortgage
files and other documents and statements held by the predecessor trustee to the
successor trustee, are to be paid:

     (a)  by the predecessor trustee, if such predecessor trustee has resigned
          or been removed with cause, including by the Depositor in accordance
          with the Pooling and Servicing Agreement;


                                     S-105



     (b)  by the Certificateholders that effected the removal, if the
          predecessor trustee has been removed without cause by such
          Certificateholders; and

     (c)  out of the trust assets, if such costs and expenses are not paid by
          the predecessor trustee, as contemplated by the immediately preceding
          clause (a), within a specified period after they are incurred (except
          that such predecessor trustee will remain liable to the trust for
          those costs and expenses).

     Trustee Compensation

     As compensation for the performance of its duties as trustee, Wells Fargo
Bank, N.A. will be paid a portion of the monthly Trustee Fee. The Trustee Fee is
an amount equal to, in any month, the product of the portion of a rate equal to
0.00075% per annum applicable to such month, determined in the same manner as
the applicable mortgage rate is determined for each mortgage loan for such
month, and the Scheduled Principal Balance of each mortgage loan. A portion of
the Trustee Fee is payable to the paying agent. In addition, the trustee will be
entitled to recover from the trust fund all reasonable unanticipated expenses
and disbursements incurred or made by the trustee in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including routine
expenses incurred in the ordinary course of performing its duties as trustee
under the Pooling and Servicing Agreement, and not including any expense,
disbursement or advance as may arise from its negligence or bad faith.

     The information set forth herein concerning Wells Fargo Bank has been
provided by Wells Fargo Bank. None of the Depositor, the Trustee, the Paying
Agent, the underwriters nor any other person other than Wells Fargo Bank makes
any representation or warranty as to the accuracy or completeness of such
information.

THE PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

     LaSalle Bank National Association will initially serve as paying agent, as
certificate registrar and authenticating agent 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.

     LaSalle Bank National Association is a national banking association formed
under the federal laws of the United States of America. Its parent company,
LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO Bank N.V., a
Netherlands banking corporation. LaSalle has extensive experience serving as
paying agent on securitizations of commercial mortgage loans. Since January
1994, LaSalle has served as trustee or paying agent on over 665 commercial
mortgage-backed security transactions involving assets similar to the Mortgage
Loans. As of September 30, 2006 LaSalle serves as trustee or paying agent on
over 450 commercial mortgage-backed security transactions. The Depositor, the
Sponsors, the Mortgage Loan Sellers, the Master Servicers and the Special
Servicer may maintain other banking relationships in the ordinary course of
business with LaSalle. The long-term unsecured debt of LaSalle is rated "A+" by
S&P, "Aa3" by Moody's and "AA-" by Fitch Ratings. The paying agent's corporate
trust office is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois, 60603. Attention: Global Securities and Trust Services - Morgan
Stanley Capital I trust 2006-IQ12 or at such other address as the paying agent
may designate from time to time.

     Using information set forth in this prospectus supplement, the paying agent
will develop the cash flow model for the trust. Based on the monthly loan
information provided by the Master Servicers, the paying agent 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 paying agent 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 paying agent will be
able to conclusively rely on the information provided to it by the Master
Servicers, and the paying agent will not be required to recompute, recalculate
or verify the information provided to it by the Master Servicers.

     LaSalle Bank National Association and Morgan Stanley Mortgage Capital Inc.
("MSMC") are parties to a custodial agreement whereby LaSalle, for
consideration, provides custodial services to MSMC for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for most of the
mortgage loans to be sold by MSMC to the Depositor in connection with


                                     S-106



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

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

     The paying agent and each of its partners, representatives, affiliates,
members, managers, directors, officers, employees, agents and controlling
persons is entitled to indemnification from the trust for any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action or performance of obligations or exercise of rights incurred
without negligence or willful misconduct on their respective part, arising out
of, or in connection with the Pooling and Servicing Agreement, the mortgage
loans, the certificates and the acceptance or administration of the trusts or
duties created under the Pooling and Servicing Agreement (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of any master servicer, the special servicer or the
Depositor but only to the extent the paying agent is unable to recover within a
reasonable period of time such amount from such third party pursuant to the
Pooling and Servicing Agreement), including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the paying agent and each of its
partners, representatives, affiliates, members, managers, directors, officers,
employees, agents and controlling persons shall be entitled to indemnification
from the trust for any unanticipated loss, liability or expense incurred in
connection with the provision by it of the reports required to be provided by it
pursuant to the Pooling and Servicing Agreement.

THE MASTER SERVICERS

     Certain of the duties of the master servicers and the provisions of the
Pooling and Servicing Agreement are set forth in this prospectus supplement
under "Servicing of the Mortgage Loans." The manner in which collections on the
mortgage loans are to be maintained is described under "Description of the
Agreements--Collection and Other Servicing Procedures" and "--Certificate
Account and Other Collection Accounts" in the accompanying prospectus. The
advance obligations of the master servicers are described in this prospectus
supplement under "Description of the Offered Certificates--Advances." Certain
terms of the Pooling and Servicing Agreement regarding the master servicers'
removal, replacement, resignation or transfer are described in this prospectus
supplement under "--Events of Default" and in the prospectus under "Description
of the Agreements--Matters Regarding a Master Servicer and the Depositor."
Certain limitations on the master servicers' liability under the Pooling and
Servicing Agreement are described under "Description of the Agreements--Matters
Regarding a Master Servicer and the Depositor" in the prospectus and under
"Servicing of the Mortgage Loans--General" in this prospectus supplement.

     The master servicers may appoint one or more sub-servicers to perform all
or any portion of their respective duties under the Pooling and Servicing
Agreement, as described under "Servicing of the Mortgage Loans--General" and
"Transaction Parties--The Primary Servicers" in this prospectus supplement and
under "Description of the Agreements--Sub-Servicers" in the accompanying
prospectus; provided that following the Closing Date no master servicer may
appoint a sub-servicer without the Depositor's prior consent to the extent set
forth in the Pooling and Servicing Agreement, which consent may not be
unreasonably withheld. The master servicer monitors and reviews the performance
of sub-servicers appointed by it.

     The information set forth in this prospectus supplement concerning the
master servicers has been provided by them.

THE GENERAL MASTER SERVICERS

     Capmark Finance Inc.

     Capmark will act as master servicer under the Pooling and Servicing
Agreement with respect to all of the mortgage loans other than the mortgage
loans sold by Prudential Mortgage Capital Funding, Inc. Capmark will also


                                     S-107



act as master servicer with respect to the Subordinate Loans (which are not
included in the trust, but which are serviced under the pooling and servicing
agreement). Capmark's servicing offices are located at 200 Witmer 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 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 2003 to 2005 in respect of
which Capmark has acted as master servicer.

                                         YEAR (AMOUNTS IN $ BILLIONS)
                                         ---------------------------
                                           2003      2004      2005
                                          -----     -----     -----
        CMBS (US).....................     99.0     100.2     122.4
        Other.........................    103.3      97.0     102.8
                                          -----     -----     -----
        TOTAL.........................    202.3     197.2     225.2

     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
under the Securities Act. 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 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 consists 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 Malinger, 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 (Andre 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.

     The information set forth herein concerning Capmark has been provided by
Capmark. None of the Depositor, the Trustee, the Paying Agent, the underwriters
nor any other person other than Capmark makes any representation or warranty as
to the accuracy or completeness of such information.


                                     S-108



Prudential Asset Resources, Inc.

     Prudential Asset Resources, Inc. ("PAR"), a Delaware corporation, will act
as a master servicer with respect to those pooled mortgage loans sold by
Prudential Mortgage Capital Funding, LLC to the depositor for deposit into the
trust fund. PAR is a wholly owned subsidiary of PMCC, which is an indirect
subsidiary of Prudential Financial, Inc. and an affiliate of Prudential Mortgage
Capital Company, LLC, one of the originators. PAR is an affiliate of Prudential
Mortgage Capital Funding, LLC, a sponsor and one of the mortgage loan sellers.
PAR's principal offices are located at 2200 Ross Avenue, Suite 4900E, Dallas, TX
75201. PAR, which has been servicing commercial real estate mortgage loans,
agricultural loans and single-family mortgages since March 2001, services
commercial mortgage loan portfolios for a variety of Prudential companies, as
well as for CMBS transactions, Fannie Mae and FHA.

     PAR has policies and procedures for the performance of its master servicing
obligations in compliance with applicable servicing agreements. Recently, PAR
has modified some of its policies and procedures to conform to the servicing
criteria set forth in Item 1122 of Regulation AB and in connection with the
transition of its servicing system to a Strategy platform, which is widely used
in the commercial mortgage loan servicing industry. From time to time PAR and
its affiliates are parties to lawsuits and other legal proceedings arising in
the ordinary course of business. PAR 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.

     PAR is a rated master and primary servicer by S&P and Fitch and has been
approved to be a master and primary servicer in transactions rated by Moody's.
There have been no material non-compliance or default issues for PAR in its
servicing of CMBS loans. PAR's portfolio of serviced loans has grown
substantially, as shown by the table below which indicates the aggregate
outstanding principal balance of loans serviced by PAR as of the respective
year-end:



COMMERCIAL MORTGAGE LOANS         2005             2004              2003
-------------------------   ---------------   ---------------   ---------------

CMBS                        $ 9,031,936,108   $ 6,820,173,095   $ 5,286,632,411
Total                       $46,502,629,927   $44,396,359,820   $35,642,879,817


     The information set forth in this prospectus supplement concerning PAR has
been provided by PAR. None of the Depositor, the Trustee, the Paying Agent, the
underwriters nor any other person other than PAR makes any representation or
warranty as to the accuracy or completeness of such information.

THE PRIMARY SERVICERS

     Except with respect to certain mortgage loans sold to the Depositor by
Massachusetts Mutual Life Insurance Company and SunTrust Bank, the master
servicers will be responsible for the primary servicing of all of the mortgage
loans. Babson Capital Management LLC, a Delaware limited liability company and a
subsidiary of Massachusetts Mutual Life Insurance Company, will act as primary
servicer with respect to those mortgage loans sold to the trust by Massachusetts
Mutual Life Insurance Company. SunTrust Bank (an affiliate of one of the
underwriters) will act as primary servicer with respect to those mortgage loans
that it has sold to the trust. Each master servicer will pay the fees of its
related primary servicer or servicers.

     Babson Capital Management LLC will serve as primary servicer with respect
to the mortgage loans sold to the trust by Massachusetts Mutual Life Insurance
Company. Babson Capital Management LLC, a Delaware limited liability company, is
a subsidiary of Massachusetts Mutual Life Insurance Company. The principal
servicing offices of Babson Capital Management LLC are located at 1500 Main
Street in Springfield, Massachusetts.

     Babson Capital Management LLC is ranked "Above Average" as a primary
servicer and the special servicer of commercial real estate loans by S&P. Babson
Capital Management LLC has extensive experience in servicing commercial real
estate mortgage loans. Babson Capital Management LLC has been engaged in the
servicing of commercial mortgage loans for more than 75 years and the servicing
of commercial mortgage loans in commercial mortgage loan securitizations since
2001.

     Babson Capital Management LLC will enter into a primary servicing agreement
with the general master servicer to service the mortgage loans sold to the trust
by Massachusetts Mutual Life Insurance Company and will


                                     S-109



agree, pursuant to such primary servicing agreement, to service such mortgage
loans in a manner that is generally consistent with the servicing standard and
the pooling and servicing agreement.

     The information set forth herein concerning Babson Capital Management LLC
has been provided by Babson Capital Management LLC. None of the Depositor, the
Trustee, the Paying Agent, the underwriters nor any other person other than
Babson Capital Management LLC makes any representation or warranty as to the
accuracy or completeness of such information.

     SunTrust Bank will enter into a primary servicing agreement with Capmark as
general master servicer, to provide certain primary services to the commercial
mortgage loans sold to the depositor by SunTrust Bank, and will agree, pursuant
to such primary servicing agreement, to service such commercial mortgage loans
in accordance with the servicing standard set forth in the pooling and servicing
agreement. SunTrust Bank's primary servicing responsibilities will include, but
are not necessarily limited to collecting payments on the loans and processing
certain borrower requests. SunTrust Bank has developed policies, procedures and
controls for its performance of its primary servicing obligations and may
utilize one or more sub-servicers for some or all of the above functions
pursuant to the primary servicing agreement.

THE SPECIAL SERVICER

     ARCap Servicing, Inc. ("ASI") will be appointed as the special servicer of
all of the mortgage loans, and as such, will be responsible for servicing the
Specially Serviced Mortgage Loans and REO Properties. ASI is a corporation
organized under the laws of the state of Delaware and is a wholly-owned
subsidiary of Charter Mac Corporation, a wholly-owned subsidiary of CharterMac,
a publicly traded company. ARCap REIT, Inc., an affiliate of ASI, is anticipated
to be the Operating Adviser with respect to the transaction described in this
prospectus supplement. The principal offices of ASI are located at 5221 N.
O'Connor Blvd. Suite 600, Irving, Texas 75039, and its telephone number is
972-868-5300.

     Certain of the duties of the special servicer and the provisions of the
Pooling and Servicing Agreement regarding the special servicer, including
without limitation information regarding the rights and obligations of the
special servicer with respect to delinquencies, losses, bankruptcies and
recoveries and the ability of the special servicer to waive or modify the terms
of the mortgage loans are set forth in this prospectus supplement under
"Servicing of the Mortgage Loans--Mortgage Loan Modifications," "--Sale of
Defaulted Mortgage Loans" and "--Foreclosures." Certain terms of the Pooling and
Servicing Agreement regarding the special servicer's removal, replacement,
resignation or transfer are described in this prospectus supplement under
"--Termination of Special Servicer." Certain limitations on the special
servicer's liability under the Pooling and Servicing Agreement are described in
this prospectus supplement under "Servicing of the Mortgage Loan--General". ASI
will service the specially serviced mortgage loans in this transaction in
accordance with the procedures set forth in the Pooling and Servicing Agreement
and in accordance with the mortgage loan documents and applicable laws.

     ASI has a special servicer rating of "CSS1" from Fitch. ASI is also on
S&P's Select Servicer list as a U.S. Commercial Mortgage Special Servicer and is
ranked "STRONG" by S&P. As of September 30, 2006, ASI was the named special
servicer in approximately 58 commercial mortgage-backed securities transactions
representing approximately 8,863 loans, with an aggregate outstanding principal
balance of approximately $65.2 billion. The portfolio includes multifamily,
office, retail, hospitality, industrial and other types of income-producing
properties, located in the United States, Canada, Virgin Islands and Puerto
Rico. With respect to such transactions as of such date, the special servicer
was administering approximately 45 assets with an outstanding principal balance
of approximately $224.14 million. All of these specially serviced assets are
serviced in accordance with the applicable procedures set forth in the related
pooling and servicing agreement that governs the asset. Since its inception in
2002 and through September 30, 2006, ASI has resolved 252 total assets,
including multifamily, office, retail, hospitality, industrial and other types
of income-producing properties, with an aggregate principal balance of $1.39
billion.

     The special servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related subordinate
loan or pari passu loan, if in connection with a Serviced Loan Group). This
account or accounts shall be an eligible account pursuant to the terms of the
Pooling and Servicing Agreement. The


                                     S-110



funds in this account or accounts will not be commingled with the funds of the
special servicer, or the funds of any of the special servicer's other serviced
assets that are not serviced pursuant to the Pooling and Servicing Agreement.

     ASI has developed policies, procedures and controls for the performance of
its special servicing obligations in compliance with the Pooling and Servicing
Agreement, applicable law and the applicable servicing standard.

     ASI has been special servicing assets for approximately 4 years and employs
an asset management staff with an average of 13 years experience in this line of
business. ASI was formed in 2002 for the purpose of supporting the related
business of ARCap REIT, Inc., its former parent, of acquiring and managing
investments in subordinated CMBS for its own account and those of its managed
funds. Since December 31, 2002, the number of commercial mortgage-backed
securities transactions with respect to which ASI is the named special servicer
has grown from approximately 24 transactions representing approximately 4,004
loans with an aggregate outstanding principal balance of approximately $24.5
billion, to approximately 58 transactions consisting of approximately 8,863
loans with an approximate outstanding aggregate principal balance of $65.2
billion as of September 30, 2006.

     The information set forth herein concerning ASI. and ARCap REIT, Inc. has
been provided by ASI. and ARCap REIT, Inc. None of the Depositor, the Trustee,
the Paying Agent, the underwriters nor any other person other than ASI. and
ARCap REIT, Inc. makes any representation or warranty as to the accuracy or
completeness of such information.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

     Capitalized terms are defined in the "Glossary of Terms" in this prospectus
supplement.

GENERAL

     The Series 2006-IQ12 Commercial Mortgage Pass-Through Certificates (the
"Certificates") will be issued on or about December 21, 2006 pursuant to a
Pooling and Servicing Agreement to be dated as of December 1, 2006, among Morgan
Stanley Capital I Inc., the master servicers, the special servicer and the
trustee.

     The Certificates will represent in the aggregate the entire beneficial
ownership interest in the trust consisting primarily of:

     o    the mortgage loans and all payments under and proceeds of the mortgage
          loans received after the Cut-off Date, exclusive of principal
          prepayments received prior to the Cut-off Date and scheduled payments
          of principal and interest due on or before the Cut-off Date;

     o    any mortgaged property acquired on behalf of the Certificateholders in
          respect of a defaulted mortgage loan through foreclosure, deed in lieu
          of foreclosure or otherwise;

     o    a security interest in any "government securities" as defined in the
          Investment Company Act of 1940 pledged in respect of the defeasance of
          a mortgage loan; and

     o    certain rights of Morgan Stanley Capital I Inc. under, or assigned to
          Morgan Stanley Capital I Inc. pursuant to, each of the Mortgage Loan
          Purchase Agreements relating to mortgage loan document delivery
          requirements and the representations and warranties of the related
          mortgage loan seller regarding its mortgage loans.

     The Certificates will be issued on or about December 21, 2006 and will only
be entitled to scheduled payments on the mortgage loans that are due (and
unscheduled payments that are received) after the Cut-off Date.

     The Certificates will consist of 32 Classes, to be designated as:

     o    the Class A-1 Certificates, the Class A-1A Certificates, the Class A-2
          Certificates, the Class A-NM Certificates, the Class A-3 Certificates,
          the Class A-AB Certificates and the Class A-4 Certificates;

     o    the Class X-1 Certificates, the Class X-2 Certificates and the Class
          X-W Certificates;


                                     S-111



     o    the Class A-M Certificates, Class A-J Certificates, the Class B
          Certificates, the Class C Certificates, the Class D Certificates, the
          Class E Certificates, the Class F Certificates, the Class G
          Certificates, the Class H Certificates, the Class J Certificates, the
          Class K Certificates, the Class L Certificates, the Class M
          Certificates, the Class N Certificates, the Class O Certificates, the
          Class P Certificates, the Class Q Certificates, the Class S
          Certificates and the Class EI Certificates; and

     o    the Class R-I Certificates, the Class R-II Certificates and the Class
          R-III Certificates.

     The Class A Senior Certificates, the Class A-M Certificates and the Class
A-J Certificates will be issued in denominations of $25,000 initial Certificate
Balance and in any whole dollar denomination in excess of that amount. The Class
B, Class C, Class D, Class E and Class F Certificates will be issued in
denominations of $100,000 initial Certificate Balance and in any whole dollar
denomination in excess thereof.

     Each Class of Offered Certificates will initially be represented by one or
more global certificates registered in the name of the nominee of The Depository
Trust Company ("DTC"). We have been informed by DTC that DTC's nominee initially
will be Cede & Co. No person acquiring an interest in an offered certificate
will be entitled to receive a fully registered physical certificate representing
such interest, except as presented in the prospectus under "Description Of The
Offered Certificates--Reports to Certificateholders; Available
Information--Book-Entry Certificates." Unless and until definitive certificates
are issued in respect of any Class of Offered Certificates, all references to
actions by holders of the Offered Certificates will refer to actions taken by
DTC upon instructions received from the related Certificate Owners through DTC's
participating organizations.

     All references in this prospectus supplement to payments, notices, reports
and statements to holders of the 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 the related Certificate Owners
through DTC's Participants in accordance with DTC procedures. Until definitive
certificates are issued in respect of any Class of Offered Certificates,
interests in such Certificates will be transferred on the book-entry records of
DTC and its Participants. See "Description Of The Certificates--Book-Entry
Registration and Definitive Certificates" in the prospectus.

     Certificateholders must hold their Offered Certificates in book-entry form,
and delivery of the Offered Certificates will be made through the facilities of
DTC, in the United States, and may be made through the facilities of Clearstream
Banking or Euroclear, in Europe. Transfers within DTC, Clearstream Banking or
Euroclear, as the case may be, will be in accordance with the usual rules and
operating procedures of the relevant system. Cross-market transfers between
persons holding directly or indirectly through DTC, on the one hand, and
counterparties holding directly or indirectly through Clearstream Banking or
Euroclear, on the other, will be effected in DTC through Citibank, N.A. or
JPMorgan Chase, the relevant depositaries of Clearstream Banking and Euroclear,
respectively.

     Because of time-zone differences, credits of securities received in
Clearstream Banking or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
dated the business day following the DTC settlement date. Such credits or any
transactions in such securities settled during such processing will be reported
to the relevant Euroclear participant or Clearstream Banking customer on such
business day. Cash received in Clearstream Banking or Euroclear as a result of
sales of securities by or through a Clearstream Banking customer 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 Banking or
Euroclear cash account only as of the business day following settlement in DTC.


                                     S-112



CERTIFICATE BALANCES

     Upon initial issuance, the Class A-1, Class A-1A, Class A-2, Class A-NM,
Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates will have the following aggregate
Certificate or Notional Balances. In each case, the Certificate Balance may vary
by up to 5%. Mortgage loans may be removed from or added to the Mortgage Pool
prior to the Closing Date within such maximum permitted variance. Any reduction
or increase in the number of mortgage loans within these parameters will result
in consequential changes to the initial Certificate Balance of each Class of
Offered Certificates and to the other statistical data contained in this
prospectus supplement.



                                 APPROXIMATE INITIAL     APPROXIMATE PERCENT        RATINGS       APPROXIMATE
CLASS                            CERTIFICATE BALANCE   OF INITIAL POOL BALANCE    (FITCH/S&P)   CREDIT SUPPORT
------------------------------   -------------------   ------------------------   -----------   --------------

Class A-1.....................       $ 55,400,000               4.06%               AAA/AAA         30.000%
Class A-1A....................       $530,349,000              38.85%               AAA/AAA         30.000%
Class A-2.....................       $ 70,200,000               5.14%               AAA/AAA         30.000%
Class A-NM....................       $225,000,000              16.48%               AAA/AAA         30.000%
Class A-3.....................       $ 44,500,000               3.26%               AAA/AAA         30.000%
Class A-AB....................       $ 88,200,000               6.46%               AAA/AAA         30.000%
Class A-4.....................       $897,566,000              65.75%               AAA/AAA         30.000%
Class A-M.....................       $273,031,000              20.00%               AAA/AAA         20.000%
Class A-J.....................       $242,314,000              17.75%               AAA/AAA         11.125%
Class B ......................       $ 17,065,000               1.25%               AA+/AA+         10.500%
Class C ......................       $ 44,367,000               3.25%                AA/AA           8.875%
Class D ......................       $ 27,303,000               2.00%               AA-/AA-          7.875%
Class E ......................       $ 13,652,000               1.00%                A+/A+           7.375%
Class F ......................       $ 23,890,000               1.75%                 A/A            6.500%


     The percentages indicated under the column "Approximate Credit Support"
with respect to the Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3,
Class A-AB and Class A-4 Certificates represent the approximate credit support
for those Certificates in the aggregate. See "Ratings" in this prospectus
supplement.

     The initial Certificate Balance of each Principal Balance Certificate will
be presented on the face thereof. The Certificate Balance outstanding at any
time will equal the then maximum amount of principal that the holder will be
entitled to receive. On each Distribution Date, the Certificate Balance of each
Principal Balance Certificate will be reduced by any distributions of principal
actually made on that certificate on the applicable Distribution Date, and will
be further reduced by any Realized Losses and Expense Losses allocated to such
certificate on such Distribution Date. See "--Distributions" and
"--Distributions--Subordination; Allocation of Losses and Certain Expenses"
below.

     The Interest Only Certificates will not have a Certificate Balance. Each
such class of certificates will represent the right to receive distributions of
interest accrued as described in this prospectus supplement on a Notional
Amount.

     The Notional Amount of the Class X-1 Certificates will be equal to 50% of
the aggregate of the Certificate Balances of the classes of Principal Balance
Certificates outstanding from time to time.

     The Notional Amount of the Class X-W Certificates will be equal to 50% of
the aggregate of the Certificate Balances of the classes of Principal Balance
Certificates outstanding from time to time.

     The notional amount of the Class X-2 Certificates will be equal to:

     o    during the period from the Closing Date through and including the
          Distribution Date occurring in December 2007, the sum of (a) the
          lesser of $24,304,000 and 50% of the Certificate Balance of the Class
          A-1 Certificates outstanding from time to time, (b) the lesser of
          $263,360,500 and 50% of the Certificate Balance of the Class A-1A
          Certificates outstanding from time to time and (c) 50% of the
          aggregate of the Certificate Balances of the Class A-2, Class A-NM,
          Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class
          C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
          Class L, Class M and Class N Certificates outstanding from time to
          time;


                                     S-113



     o    during the period following the Distribution Date occurring in
          December 2007 through and including the Distribution Date occurring in
          December 2008, the sum of (a) the lesser of $251,893,500 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $16,311,500 and 50% of the
          Certificate Balance of the Class A-2 Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-NM, Class A-3, Class A-AB, Class A-4, Class A-M, Class
          A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
          Class J, Class K, Class L and Class M Certificates outstanding from
          time to time and (d) the lesser of $1,002,000 and 50% of the
          Certificate Balance of the Class N Certificates outstanding from time
          to time;

     o    during the period following the Distribution Date occurring in
          December 2008 through and including the Distribution Date occurring in
          December 2009, the sum of (a) the lesser of $239,955,500 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $12,180,000 and 50% of the
          Certificate Balance of the Class A-3 Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C,
          Class D, Class E, Class F, Class G and Class H Certificates
          outstanding from time to time and (d) the lesser of $9,909,000 and 50%
          of the Certificate Balance of the Class J Certificates outstanding
          from time to time;

     o    during the period following the Distribution Date occurring in
          December 2009 through and including the Distribution Date occurring in
          December 2010, the sum of (a) the lesser of $225,451,000 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $11,840,500 and 50% of the
          Certificate Balance of the Class A-AB Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class
          E and Class F Certificates outstanding from time to time and (d) the
          lesser of $10,488,500 and 50% of the Certificate Balance of the Class
          G Certificates outstanding from time to time;

     o    during the period following the Distribution Date occurring in
          December 2010 through and including the Distribution Date occurring in
          December 2011, the sum of (a) the lesser of $196,708,500 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $394,427,500 and 50% of the
          Certificate Balance of the Class A-4 Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-M, Class A-J, Class B, Class C, Class D and Class E
          Certificates outstanding from time to time and (d) the lesser of
          $946,500 and 50% of the Certificate Balance of the Class F
          Certificates outstanding from time to time;

     o    during the period following the Distribution Date occurring in
          December 2011 through and including the Distribution Date occurring in
          December 2012, the sum of (a) the lesser of $186,993,500 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $344,148,000 and 50% of the
          Certificate Balance of the Class A-4 Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-M, Class A-J, Class B and Class C Certificates outstanding
          from time to time and (d) the lesser of $2,359,500 and 50% of the
          Certificate Balance of the Class D Certificates outstanding from time
          to time;

     o    during the period following the Distribution Date occurring in
          December 2012 through and including the Distribution Date occurring in
          December 2013, the sum of (a) the lesser of $170,426,000 and 50% of
          the Certificate Balance of the Class A-1A Certificates outstanding
          from time to time, (b) the lesser of $294,358,000 and 50% of the
          Certificate Balance of the Class A-4 Certificates outstanding from
          time to time, (c) 50% of the aggregate of the Certificate Balances of
          the Class A-M, Class A-J and Class B Certificates outstanding from
          time to time and (d) the lesser of $7,284,000 and 50% of the
          Certificate Balance of the Class C Certificates outstanding from time
          to time; and

     o    following the Distribution Date occurring in December 2013, $0.

     Accordingly, the Notional Amount of each of the Class X-1 and Class X-W
Certificates will be reduced on each Distribution Date by 50% of any
distributions of principal actually made on, and any Realized Losses and Expense
Losses of principal actually allocated to, any Class of Principal Balance
Certificates.


                                     S-114



     The Notional Amount of the Class X-2 Certificates will be reduced on each
Distribution Date by 50% of any distributions of principal actually made on, and
any Realized Losses and Expense Losses of principal actually allocated to, any
component and any Class of Certificates included in the calculation of the
Notional Amount for the Class X-2 Certificates on such Distribution Date, as
described above, to the extent that 50% of such distribution of principal or
allocation of Realized Losses and Expense Losses reduces the Certificate Balance
of the related Class of Certificates to a balance that is lower than the amount
shown on Schedule B to this prospectus supplement. Holders of the Class X-2
Certificates will not be entitled to distributions of interest at any time
following the Distribution Date occurring in December 2013.

     Upon initial issuance, the aggregate Notional Amount of each of the Class
X-1 and Class X-W Certificates will be $1,365,153,764, subject to a permitted
variance of plus or minus 5%. Upon initial issuance, the aggregate Notional
Amount of the Class X-2 Certificates will be $1,339,466,000, subject to a
permitted variance of plus or minus 5%. The Notional Amounts of the Class X-1,
Class X-2 and Class X-W Certificates are used solely for the purpose of
determining the amount of interest to be distributed on such Certificate and
does not represent the right to receive any distributions of principal.

     The Residual Certificates will not have Certificate Balances or Notional
Amounts.

PASS-THROUGH RATES

     The Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB,
Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates will, at all times, accrue interest at a per annum rate equal to
(i) a fixed rate, (ii) a fixed rate subject to a cap equal to the Weighted
Average Net Mortgage Rate, (iii) a rate equal to the Weighted Average Net
Mortgage Rate, or (iv) a rate equal to the Weighted Average Net Mortgage Rate
less a specified percentage.

     The Pass-Through Rate applicable to the Class X-1 Certificates for the
initial Distribution Date will equal approximately ___% per annum.

     The Pass-Through Rate applicable to the Class X-1 Certificates for each
Distribution Date subsequent to the initial Distribution Date will equal the
weighted average of the respective strip rates (the "Class X-1 Strip Rates") at
which interest accrues from time to time on the respective components of the
total notional amount of the Class X-1 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% or a lesser designated
portion of the Certificate Balance of one of the classes of the certificates
with a principal balance. In general, 50% of the Certificate Balance of each
class of certificates with a principal balance will constitute a separate
component of the total notional amount of the Class X-1 Certificates; provided
that, if a portion, but not more than 50%, of the Certificate Balance of any
particular class of certificates with a principal balance is identified as being
part of the total notional amount of the Class X-2 Certificates immediately
prior to any Distribution Date, then that identified portion of such Certificate
Balance will also represent one or more separate components of the total
notional amount of the Class X-1 Certificates for purposes of calculating the
accrual of interest for the related Distribution Date, and the remaining portion
of such Certificate Balance will represent one or more other separate components
of the Class X-1 Certificates for purposes of calculating the accrual of
interest for the related Distribution Date. For any Distribution Date occurring
in or before December 2013, on any particular component of the total notional
amount of the Class X-1 Certificates immediately prior to the related
Distribution Date, the applicable Class X-1 Strip Rate will be calculated as
follows:

     o    if such particular component consists of 50% of the Certificate
          Balance (or a lesser designated portion of that Certificate Balance)
          of any class of Certificates with a Certificate Balance, and if such
          50% (or that lesser designated portion) of such Certificate Balance
          also constitutes a component of the total notional amount of the Class
          X-2 Certificates immediately prior to the related Distribution Date,
          then the applicable Class X-1 Strip Rate will equal the excess, if
          any, of (a) the Weighted Average Net Mortgage Rate for such
          Distribution Date, over (b) the greater of (i) the rate per annum
          corresponding to such Distribution Date as set forth on Schedule A
          attached to the prospectus supplement and (ii) the Pass-Through Rate
          for such Distribution Date for such class of Certificates with a
          Certificate Balance; and


                                     S-115



     o    if such particular component consists of 50% of the Certificate
          Balance (or a lesser designated portion of that Certificate Balance)
          of any class of Certificates with a Certificate Balance, and if such
          50% (or that lesser designated portion) of such Certificate Balance
          does not also constitute a component of the total notional amount of
          the Class X-2 Certificates immediately prior to the related
          Distribution Date, then the applicable Class X-1 Strip Rate will equal
          the excess, if any, of (a) the Weighted Average Net Mortgage Rate for
          such Distribution Date, over (b) the Pass-Through Rate for such
          Distribution Date for such class of Certificates with a Certificate
          Balance.

     For any Distribution Date occurring after December 2013, 50% of the
Certificate Balance of each class of Certificates with a Certificate Balance
will constitute a separate component of the total notional amount of the Class
X-1 Certificates, and the applicable Class X-1 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 Rate for such Distribution Date, over (b)
the Pass-Through Rate for such Distribution Date for such class of Certificates
with a Certificate Balance.

     Under no circumstances will any Class X-1 Strip Rate be less than zero.

     The Pass-Through Rate applicable to the Class X-2 Certificates for the
initial Distribution Date will equal approximately ____% per annum.

     The Pass-Through Rate applicable to the Class X-2 Certificates for each
Distribution Date subsequent to the initial Distribution Date and on or before
the Distribution Date in December 2013 will equal the weighted average of the
respective strip rates (the "Class X-2 Strip Rates") at which interest accrues
from time to time on the respective components of the total notional amount of
the Class X-2 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% or a lesser designated portion of the
Certificate Balance of a specified class of Certificates with a Certificate
Balance. If 50% or a lesser designated portion of the Certificate Balance of any
class of Certificates with a Certificate Balance is identified as being part of
the total notional amount of the Class X-2 Certificates immediately prior to any
Distribution Date, then 50% of that Certificate Balance (or lesser designated
portion of it) will represent one or more separate components of the total
notional amount of the Class X-2 Certificates for purposes of calculating the
accrual of interest for the related Distribution Date. For any Distribution Date
occurring in or before December 2013, on any particular component of the total
notional amount of the Class X-2 Certificates immediately prior to the related
Distribution Date, the applicable Class X-2 Strip Rate will equal the excess, if
any, of:

     o    the lesser of (a) the rate per annum corresponding to such
          Distribution Date as set forth on Schedule A attached to the
          prospectus supplement and (b) the Weighted Average Net Mortgage Rate
          for such Distribution Date, over

     o    the Pass-Through Rate for such Distribution Date for the class of
          principal balance certificates that comprises such component.

     Under no circumstances will any Class X-2 Strip Rate be less than zero.

     The Pass-Through Rate applicable to the Class X-W Certificates for the
initial Distribution Date will equal approximately ____% per annum.

     The Pass-Through Rate applicable to the Class X-W Certificates for each
Distribution Date subsequent to the initial Distribution Date will equal the
weighted average of, with respect to 50% of each principal balance certificate,
the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such
Distribution Date, over (b) the Pass-Through Rate for such Distribution Date of
such class of principal balance certificates (each, a "Class X-W Strip Rate") at
which interest accrues from time to time on the respective components of the
total notional amount of the Class X-W 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 Certificates with a Certificate Balance.

     Under no circumstances will any Class X-W Strip Rate be less than zero.


                                     S-116



     The Administrative Cost Rate for each mortgage loan is presented in
Appendix II. The Administrative Cost Rate will be payable on the Scheduled
Principal Balance of each mortgage loan outstanding from time to time. The
Administrative Cost Rate applicable to a mortgage loan in any month will be
determined using the same interest accrual basis on which interest accrues under
the terms of such mortgage loan.

DISTRIBUTIONS

     General

     Distributions on or with respect to the Certificates will be made by the
paying agent, to the extent of available funds, and in accordance with the
manner and priority presented in this prospectus supplement, on each
Distribution Date, commencing January 16, 2007. Except as otherwise described
below, all such distributions will be made to the persons in whose names the
Certificates are registered at the close of business on the related Record Date.
Every distribution 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 will have
provided the paying agent with wiring instructions on or before the related
Record Date, or otherwise by check mailed to such Certificateholder.

     The final distribution on any certificate will be determined without regard
to any possible future reimbursement of any Realized Losses or Expense Losses
previously allocated to such certificate. The final distribution will be made in
the same manner as earlier distributions, but only upon presentation and
surrender of such certificate at the location that will be specified in a notice
of the pendency of such final distribution. Any distribution that is to be made
with respect to a certificate in reimbursement of a Realized Loss or Expense
Loss previously allocated thereto, which reimbursement is to occur after the
date on which such certificate is surrendered as contemplated by the preceding
sentence, will be made by check mailed to the Certificateholder that surrendered
such certificate. The likelihood of any such distribution is remote. All
distributions made on or with respect to a Class of Certificates will be
allocated pro rata among such Certificates based on their respective Percentage
Interests in such Class.

     Funds in the Distribution Account may be invested in investments permitted
under the Pooling and Servicing Agreement selected by, and at the risk of, the
paying agent. The investments are required to mature, unless payable by demand,
not later than one Business Day prior to the Distribution Date, which will allow
the paying agent to make withdrawals from the Distribution Account to make
distributions on or with respect to the Certificates.

     Funds in the Certificate Account and Interest Reserve Account may be
invested in investments permitted under the Pooling and Servicing Agreement
selected by, and at the risk of, the master servicers. The investments are
required to mature, unless payable on demand, not later than the business day
immediately preceding the next Master Servicer Remittance Date, and any such
investment cannot be sold or disposed of prior to its maturity unless payable on
demand.

     The Available Distribution Amount

     With respect to any Distribution Date, distributions of interest on and
principal of the Certificates will be made from the Available Distribution
Amount for that Distribution Date.

     With respect to the Distribution Date occurring in each January, other than
a leap year, and each February, the Interest Reserve Amounts (unless such
Distribution Date is the final Distribution Date) will be deposited into the
applicable Interest Reserve Account in respect of each Interest Reserve Loan in
an amount equal to 1 day's interest at the related Net Mortgage Rate on its
principal balance as of the Due Date in the month in which such Distribution
Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in
respect thereof for such Due Date. For purposes of this calculation, the Net
Mortgage Rate for those months will be calculated without regard to any
adjustment for Interest Reserve Amounts or the interest accrual basis as
described in the definition of "Net Mortgage Rate" in the "Glossary of Terms."
With respect to the Distribution Date occurring in March of each year (beginning
in 2007), or February if the related Distribution Date is the final Distribution
Date, the paying agent will withdraw an amount from each Interest Reserve
Account in respect of each Interest Reserve Loan equal to the related Interest
Reserve Amount from the preceding January, if applicable, and February, and the
withdrawn amount is to be included as part of the Available Distribution Amount
for such Distribution Date.


                                     S-117



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




        TYPE/RECIPIENT                                AMOUNT                          FREQUENCY             SOURCE OF PAYMENT
------------------------------   -----------------------------------------------   ---------------   -------------------------------

Fees

Servicing Fee / Master           The product of the portion of the per annum       Monthly           Interest payment on the related
   Servicers                     Master Servicing Fee Rate for the applicable                        mortgage loan.
                                 master servicer for such month, determined in
                                 the same manner as the applicable mortgage rate
                                 is determined for each mortgage loan for such
                                 month, and the Scheduled Principal Balance of
                                 each mortgage loan, reduced by any Compensating
                                 Interest Payment. The Master Servicing Fee Rate
                                 (including any sub-servicing or primary
                                 servicing fees and inclusive of the Excess
                                 Servicing Fee) will range, on a loan-by-loan
                                 basis, from 2.0% per annum to 14.5% per annum.

Additional Servicing             o    50% of assumption fees on non-Specially      Time to time.     The related fees or investment
   Compensation / Master              Serviced Mortgage Loans;                                       income.
   Servicers
                                 o    all late payment fees and net default
                                      interest (other than on Specially Serviced
                                      Mortgage Loans) not used to pay interest
                                      on Advances and additional trust fund
                                      expenses;

                                 o    with respect to the general master
                                      servicer, 100% of application, loan
                                      modification, forbearance and extension
                                      fees on non-Specially Serviced Mortgage
                                      Loans and, with respect to Prudential
                                      Asset Resources, Inc., 50% of application,
                                      release, loan modification, forbearance
                                      and extension fees on non-Specially
                                      Serviced Mortgage Loans;

                                 o    all net investment income earned on
                                      amounts on deposit in the Certificate
                                      Account and (if not required to be paid to
                                      borrower) escrow accounts; and any
                                      Prepayment Interest Excess not used to
                                      offset Prepayment Interest Shortfalls
                                      (other than on Specially Serviced Mortgage
                                      Loans).

Special Servicing Fee /          The product of the portion of a rate equal to     Monthly for       Collections on the mortgage
   Special Servicer              0.25% per annum applicable to such month,         Specially         loans in the mortgage pool.
                                 determined in the same manner as the applicable   Serviced
                                 mortgage rate is determined for each Specially    Mortgage Loans.
                                 Serviced Mortgage Loan for such month, and the
                                 Scheduled Principal Balance of each Specially
                                 Serviced Mortgage Loan.

Workout Fee / Special Servicer   1.00% of each collection of principal and         Monthly on        The related collection of
                                 interest on each Rehabilitated Mortgage Loan.     Rehabilitated     principal and/or interest.
                                                                                   Mortgage Loans.


                                      S-118





Liquidation Fee / Special        1.00% of the Liquidation Proceeds received in     Upon receipt of   The related Liquidation
   Servicer                      connection with a full or partial liquidation     Liquidation       Proceeds, Condemnation Proceeds
                                 of a Specially Serviced Mortgage Loan or          Proceeds,         or Insurance Proceeds.
                                 related REO Property and/or any Condemnation      Condemnation
                                 Proceeds or Insurance Proceeds received by the    Proceeds and
                                 trust (other than Liquidation Proceeds received   Insurance
                                 in connection with a repurchase by a mortgage     Proceeds.
                                 loan seller or purchase by a mezzanine or
                                 subordinate lender under the conditions
                                 specified in the definition of Liquidation Fee
                                 in this prospectus supplement).

Additional Special Servicing     o    all late payment fees and net default        Time to time.     The related fee or investment
   Compensation / Special             interest (on Specially Serviced Mortgage                       income.
   Servicer                           Loans) not used to pay interest on
                                      Advances and additional trust fund
                                      expenses;

                                 o    50% of assumption fees on non-Specially
                                      Serviced Mortgage Loans and 100% of such
                                      fees on Specially Serviced Mortgage Loans;

                                 o    100% of application, loan modification,
                                      forbearance and extension fees on
                                      Specially Serviced Mortgage Loans; and

                                 o    all net investment income received on
                                      funds in any REO Account.

Trustee Fee / Trustee and        The product of the portion of a rate equal to     Monthly.          Interest on each mortgage loan.
   Paying Agent                  0.00075% per annum applicable to such month,
                                 determined in the same manner as the applicable
                                 mortgage rate is determined for each mortgage
                                 loan for such month, and the Scheduled
                                 Principal Balance of each mortgage loan. A
                                 portion of the Trustee Fee is payable to the
                                 paying agent.

Expenses

Servicing Advances / Master      To the extent of funds available, the amount of   Time to time.     Recoveries on the related
   Servicers, Special Servicer   any Servicing Advances.                                             mortgage loan, or to the extent
   and Trustee                                                                                       that the party making the
                                                                                                     advance determines it is
                                                                                                     nonrecoverable, from
                                                                                                     collections in the applicable
                                                                                                     Certificate Account.

Interest on Servicing Advances   At Prime Rate.                                    When Advance is   First from late payment charges
   / Master Servicers, Special                                                     reimbursed.       and default interest in excess
   Servicer and Trustee                                                                              of the regular interest rate on
                                                                                                     the related mortgage loan, and
                                                                                                     then from collections in the
                                                                                                     Certificate Account.


                                      S-119





P&I Advances / Master            To the extent of funds available, the amount of   Time to time.     Recoveries on the related
   Servicers and Trustee         any P&I Advances.                                                   mortgage loan, or to the extent
                                                                                                     that the party making the
                                                                                                     advance determines it is
                                                                                                     nonrecoverable, from
                                                                                                     collections in the Certificate
                                                                                                     Account.

Interest on P&I Advances /       At Prime Rate.                                    When Advance is   First from late payment charges
   Master Servicers and                                                            reimbursed.       and default interest in excess
   Trustee                                                                                           of the regular interest rate,
                                                                                                     and then from all collections
                                                                                                     in the Certificate Account.

Indemnification Expenses /       Amounts for which the trustee, the paying         From time to      All collections in the
   Trustee, Paying Agent,        agent, the master servicer and the special        time.             Certificate Account.
   Master Servicers and/or       servicer are entitled to indemnification.
   Special Servicer

Trust Fund Expenses not          Based on third party charges.                     From time to      All collections in the
   Advanced (may include                                                           time.             Certificate Account.
   environmental remediation
   costs, appraisals,
   independent contractor to
   operate REO) / Trustee,
   Paying Agent, Master
   Servicers and/or Special
   Servicer


     Pursuant to the Pooling and Servicing Agreement, the applicable master
servicer and/or the special servicer will be entitled to seek reimbursement from
amounts due the holder of a related Subordinate Loan, to the extent that the
amounts in the applicable sub-account of the Certificate Account are not
sufficient to fully reimburse such master servicer or special servicer for fees
and expenses that solely relate to the related Serviced Loan Group and are
required to be paid from amounts due the holder of the related Subordinate Loans
as provided in the related Co-Lender Agreement.

     The Pooling and Servicing Agreement does not provide for any successor
master servicer, successor special servicer, successor trustee or successor
paying agent, as the case may be, to receive compensation in excess of that
permitted its predecessor, except in the case where a successor cannot be found
for existing compensation. Any change to the compensation of the servicer,
special servicer, trustee or paying agent would require an amendment to the
Pooling and Servicing Agreement.

     Application of the Available Distribution Amount

     On each Distribution Date, except as described under "--Optional
Termination" below, for so long as any Class of Offered Certificates remains
outstanding, the paying agent will apply the Available Distribution Amount other
than Excess Interest and Excess Liquidation Proceeds, if any for such date for
the following purposes and in the following order of priority:

          (1)  to the holders of the Class A-1, Class A-1A, Class A-2, Class
               A-NM, Class A-3, Class A-AB, Class A-4, Class X-1, the Class X-2
               and Class X-W Certificates, concurrently,

               o    to the holders of the Class A-1, Class A-2, Class A-NM,
                    Class A-3, Class A-AB and Class A-4 Certificates, the
                    Distributable Certificate Interest Amount in respect of each
                    such Class for such Distribution Date (which shall be
                    payable from amounts in the Available Distribution Amount
                    attributable to Loan Group 1), pro rata in proportion to the
                    Distributable Certificate Interest Amount payable in respect
                    of each such Class;


                                     S-120



               o    to the holders of the Class A-1A Certificates, the
                    Distributable Certificate Interest Amount in respect of such
                    Class for such Distribution Date (which shall be payable
                    from amounts in the Available Distribution Amount
                    attributable to Loan Group 2); and

               o    to the holders of the Class X-1, Class X-2 and Class X-W
                    Certificates, the Distributable Certificate Interest Amount
                    in respect of each such Class for such Distribution Date, in
                    proportion to the Distributable Certificate Interest Amount
                    payable in respect of such Class;

               provided, however, that if the portion of Available Distribution
               Amount attributable to either Loan Group is insufficient to pay
               in full the total amount of interest to be distributed with
               respect to any of the Class A Senior, Class X-1, Class X-2 and
               Class X-W Certificates on such Distribution Date as described
               above, the Available Distribution Amount will be allocated among
               all those Classes pro rata in proportion to the respective
               amounts of interest payable thereon for such Distribution Date,
               without regard to loan group;

          (2)  (A) to the holders of the Class A-1, Class A-2, Class A-NM, Class
               A-3, Class A-AB and Class A-4 Certificates,

               o    first, to the Class A-NM Certificates, from the portion of
                    such amounts attributable to voluntary prepayments with
                    respect to the Natick Mall Mortgage Loan, until the Class
                    A-NM Certificates are reduced to zero,

               o    second, to the Class A-AB Certificates, the Loan Group 1
                    Principal Distribution Amount (other than voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan) and, after the principal balance of the Class
                    A-1A Certificates has been reduced to zero, the Loan Group 2
                    Distribution Amount remaining after payments to the Class
                    A-1A Certificates have been made on the applicable
                    Distribution Date, and, after the principal balance of the
                    Class A-NM Certificates has been reduced to zero, the
                    portion of such amounts attributable to voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan remaining after payments to the Class A-NM
                    Certificates have been made on the applicable Distribution
                    Date, until the Class A-AB Certificates are reduced to their
                    "Planned Principal Balance", as set forth on Schedule C to
                    this prospectus supplement,

               o    third, to the Class A-1 Certificates, the Loan Group 1
                    Principal Distribution Amount (other than voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan) and, after the principal balance of the Class
                    A-1A Certificates has been reduced to zero, the Loan Group 2
                    Principal Distribution Amount remaining after payments to
                    the Class A-1A and Class A-AB (in respect of its Planned
                    Principal Balance) Certificates have been made on the
                    applicable Distribution Date and, after the principal
                    balance of the Class A-NM Certificates has been reduced to
                    zero, the portion of such amounts attributable to voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan remaining after payments to the Class A-NM and
                    Class A-AB (in respect of its Planned Principal Balance)
                    Certificates have been made on the applicable Distribution
                    Date, until the Class A-1 Certificates are reduced to zero,

               o    fourth, to the Class A-2 Certificates, the Loan Group 1
                    Principal Distribution Amount (other than voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan) and, after the principal balance of the Class
                    A-1A Certificates has been reduced to zero, the Loan Group 2
                    Principal Distribution Amount remaining after payments to
                    the Class A-1A, Class A-AB (in respect of its Planned
                    Principal Balance) and Class A-1 Certificates have been made
                    on the applicable Distribution Date and, after the principal
                    balance of the Class A-NM Certificates has been reduced to
                    zero, the portion of such amounts attributable to voluntary
                    prepayments collected with respect to the Natick Mall
                    Mortgage Loan remaining after payments to the Class A-NM,
                    Class A-AB (in respect of its Planned Principal Balance) and
                    Class A-1 Certificates have been made on the applicable
                    Distribution Date, until the Class A-2 Certificates are
                    reduced to zero,


                                     S-121



               o    fifth, to the Class A-NM Certificates, the Loan Group 1
                    Principal Distribution Amount and, after the principal
                    balance of the Class A-1A Certificates has been reduced to
                    zero, the Loan Group 2 Principal Distribution Amount
                    remaining after payments to the Class A-1A, Class A-AB (in
                    respect of its Planned Principal Balance), Class A-1 and
                    Class A-2 Certificates have been made on the applicable
                    Distribution Date, until the Class A-NM Certificates are
                    reduced to zero,

               o    sixth, to the Class A-3 Certificates, the Loan Group 1
                    Principal Distribution Amount and, after the principal
                    balance of the Class A-1A Certificates has been reduced to
                    zero, the Loan Group 2 Principal Distribution Amount
                    remaining after payments to the Class A-1A, Class A-AB (in
                    respect of its Planned Principal Balance), Class A-1, Class
                    A-2 and Class A-NM Certificates have been made on the
                    applicable Distribution Date, until the Class A-3
                    Certificates are reduced to zero,

               o    seventh, to the Class A-AB Certificates, the Loan Group 1
                    Principal Distribution Amount and, after the principal
                    balance of the Class A-1A Certificates has been reduced to
                    zero, the Loan Group 2 Principal Distribution Amount
                    remaining after payments to the Class A-1A, Class A-AB (in
                    respect of its Planned Principal Balance), Class A-1, Class
                    A-2, Class A-NM and Class A-3 Certificates have been made on
                    the applicable Distribution Date, until the Class A-AB
                    Certificates are reduced to zero, and

               o    eighth, to the Class A-4 Certificates, the Loan Group 1
                    Principal Distribution Amount and, after the principal
                    balance of the Class A-1A Certificates has been reduced to
                    zero, the Loan Group 2 Principal Distribution Amount
                    remaining after payments to the Class A-1A, Class A-1, Class
                    A-2, Class A-NM, Class A-3, Class A-AB, Certificates have
                    been made on the applicable Distribution Date, until the
                    Class A-4 Certificates are reduced to zero,

               (B) to the holders of the Class A-1A Certificates, the Loan Group
               2 Principal Distribution Amount for such Distribution Date and,
               after the Certificate Balance of the Class A-4 Certificates has
               been reduced to zero, the Loan Group 1 Principal Distribution
               Amount for such Distribution Date remaining after payments to the
               Class A-1, Class A-2, Class A-NM, Class A-3, Class A-AB and Class
               A-4 Certificates have been made on the applicable distribution
               date, until the aggregate Certificate Balance of the Class A-1A
               Certificates has been reduced to zero;

          (3)  to the holders of the Class A Senior Certificates and the Class
               X-1, Class X-2 and Class X-W Certificates, pro rata in proportion
               to their respective entitlements to reimbursement described in
               this clause, to reimburse them for any Realized Losses or Expense
               Losses previously allocated to such Certificates and for which
               reimbursement has not previously been fully paid (in the case of
               the Class X-1, Class X-2 and Class X-W Certificates, insofar as
               Realized Losses or Expense Losses have resulted in shortfalls in
               the amount of interest distributed, other than by reason of a
               reduction of the Notional Amount), plus interest on such Realized
               Losses or Expense Losses, at 1/12 of the applicable Pass-Through
               Rate;

          (4)  to the holders of the Class A-M Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (5)  upon payment in full of the aggregate Certificate Balances of the
               Class A Senior Certificates, to the holders of the Class A-M
               Certificates, the Principal Distribution Amount for such
               Distribution Date until the aggregate Certificate Balance of the
               Class A-M Certificates has been reduced to zero; the portion of
               the Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates;

          (6)  to the holders of the Class A-M Certificates, to reimburse them
               for any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               previously been fully paid, plus interest on such Realized Losses
               or Expense Losses, at 1/12 the applicable Pass-Through Rate;


                                     S-122



          (7)  to the holders of the Class A-J Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (8)  upon payment in full of the aggregate Certificate Balances of the
               Class A-M Certificates, to the holders of the Class A-J
               Certificates, the Principal Distribution Amount for such
               Distribution Date until the aggregate Certificate Balance of the
               Class A-J Certificates has been reduced to zero; the portion of
               the Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates and Class A-M Certificates;

          (9)  to the holders of the Class A-J Certificates, to reimburse them
               for any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               previously been fully paid, plus interest on such Realized Losses
               or Expense Losses, at 1/12 the applicable Pass-Through Rate;

          (10) to the holders of the Class B Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (11) upon payment in full of the aggregate Certificate Balances of the
               Class A-J Certificates, to the holders of the Class B
               Certificates, the Principal Distribution Amount for such
               Distribution Date until the aggregate Certificate Balance of the
               Class B Certificates has been reduced to zero; the portion of the
               Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates, Class A-M Certificates and Class A-J
               Certificates;

          (12) to the holders of the Class B Certificates, to reimburse them for
               any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               previously been fully paid, plus interest on such Realized Losses
               or Expense Losses, at 1/12 of the applicable Pass-Through Rate;

          (13) to the holders of the Class C Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (14) upon payment in full of the aggregate Certificate Balance of the
               Class B Certificates, to the holders of the Class C Certificates,
               the Principal Distribution Amount for such Distribution Date
               until the aggregate Certificate Balance of the Class C
               Certificates has been reduced to zero; the portion of the
               Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates, Class A-M Certificates, Class A-J
               Certificates and Class B Certificates;

          (15) to the holders of the Class C Certificates, to reimburse them for
               any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               been fully paid, plus interest on such Realized Losses or Expense
               Losses, at 1/12 of the applicable Pass-Through Rate;

          (16) to the holders of the Class D Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (17) upon payment in full of the aggregate Certificate Balance of the
               Class C Certificates, to the holders of the Class D Certificates,
               the Principal Distribution Amount for such Distribution Date
               until the aggregate Certificate Balance of the Class D
               Certificates has been reduced to zero; the portion of the
               Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates, Class A-M Certificates, Class A-J
               Certificates, Class B Certificates and Class C Certificates;

          (18) to the holders of the Class D Certificates, to reimburse them for
               any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               been fully paid, plus interest on such Realized Losses or Expense
               Losses, at 1/12 of the applicable Pass-Through Rate;


                                     S-123



          (19) to the holders of the Class E Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (20) upon payment in full of the aggregate Certificate Balance of the
               Class D Certificates, to the holders of the Class E Certificates,
               the Principal Distribution Amount for such Distribution Date
               until the aggregate Certificate Balance of the Class E
               Certificates has been reduced to zero; the portion of the
               Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates, Class A-M Certificates, Class A-J
               Certificates, Class B Certificates, Class C Certificates and
               Class D Certificates;

          (21) to the holders of the Class E Certificates, to reimburse them for
               any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               been fully paid, plus interest on such Realized Losses or Expense
               Losses, at 1/12 of the applicable Pass-Through Rate;

          (22) to the holders of the Class F Certificates, the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (23) upon payment in full of the aggregate Certificate Balance of the
               Class E Certificates, to the holders of the Class F Certificates,
               the Principal Distribution Amount for such Distribution Date
               until the aggregate Certificate Balance of the Class F
               Certificates has been reduced to zero; the portion of the
               Principal Distribution Amount distributed hereunder will be
               reduced by any portion thereof distributed to the holders of the
               Class A Senior Certificates, Class A-M Certificates, Class A-J
               Certificates, Class B Certificates, Class C Certificates, Class D
               Certificates and Class E Certificates;

          (24) to the holders of the Class F Certificates, to reimburse them for
               any Realized Losses or Expense Losses previously allocated to
               such Class of Certificates and for which reimbursement has not
               been fully paid, plus interest on such Realized Losses or Expense
               Losses, at 1/12 of the applicable Pass-Through Rate; and

          (25) to make payments to the holders of the private certificates
               (other than the Class X-1, Class X-2 and Class X-W Certificates)
               as contemplated below.

     Notwithstanding the foregoing, on each Distribution Date occurring on or
after the date, if any, upon which the aggregate Certificate Balance of all
Classes of Subordinate Certificates has been reduced to zero or the aggregate
Appraisal Reduction in effect is greater than or equal to the aggregate
Certificate Balance of all Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed:

     o    first, to the Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3,
          Class A-AB and Class A-4 Certificates, pro rata, in proportion to
          their respective Certificate Balances, in reduction of their
          respective Certificate Balances, until the aggregate Certificate
          Balance of each such Class is reduced to zero; and

     o    second, to the Class A-1, Class A-1A, Class A-2, Class A-NM, Class
          A-3, Class A-AB and Class A-4 Certificates, pro rata, based on their
          respective entitlements to reimbursement, for the unreimbursed amount
          of Realized Losses and Expense Losses previously allocated to such
          Classes, plus interest on such Realized Losses or Expense Losses, at
          1/12 of the applicable Pass-Through Rate.

     On each Distribution Date, following the above-described distributions on
the Offered Certificates and the Class X-1, Class X-2 and Class X-W
Certificates, the paying agent will apply the remaining portion, if any, of the
Available Distribution Amount for such date to make payments to the holders of
each of the respective Classes of private certificates, other than the Class
X-1, Class X-2 and Class X-W Certificates and Residual Certificates, in
alphabetical order of Class designation, in each case for the following purposes
and in the following order of priority, that is, payments under clauses (1), (2)
and (3) below, in that order, to the holders of the Class E Certificates, then
payments under clauses (1), (2), and (3) below, in that order, to the holders of
the 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:


                                      S-124



          (1)  to pay interest to the holders of the particular Class of
               Certificates, up to an amount equal to the Distributable
               Certificate Interest Amount in respect of such Class of
               Certificates for such Distribution Date;

          (2)  if the aggregate Certificate Balance of each other Class of
               Subordinate Certificates, if any, with an earlier alphabetical
               Class designation has been reduced to zero, to pay principal to
               the holders of the particular Class of Certificates, up to an
               amount equal to the lesser of (a) the then outstanding aggregate
               Certificate Balance of such Class of Certificates and (b) the
               aggregate of the remaining Principal Distribution Amount for such
               Distribution Date; and

          (3)  to reimburse the holders of the particular Class of Certificates,
               up to an amount equal to (a) all Realized Losses and Expense
               Losses, if any, previously allocated to such Class of
               Certificates and for which no reimbursement has previously been
               paid, plus (b) all unpaid interest on such amounts, at 1/12 of
               the Pass-Through Rate of such Class of Certificates.

     Any portion of the Available Distribution Amount for any Distribution Date
that is not otherwise payable to the holders of REMIC Regular Certificates as
contemplated above, will be paid to the holders of the Residual Certificates.
Any amount of Excess Interest on deposit in the Excess Interest Sub-account for
the related Collection Period will be paid either to the holders of the Class EI
Certificates.

     Excess Liquidation Proceeds will be deposited into the Reserve Account. On
each Distribution Date, amounts on deposit in the Reserve Account will be used,
first, to reimburse the holders of the Principal Balance Certificates -- in
order of alphabetical Class designation (it being understood that the rights of
the holders of the Class A-J Certificates to receive such reimbursements will be
subordinated to the rights of the holders of the Class A-M Certificates) -- for
any, and to the extent of, Realized Losses and Expense Losses previously
allocated to them; and second, upon the reduction of the aggregate Certificate
Balance of the Principal Balance Certificates to zero, to pay any amounts
remaining on deposit in such account to the special servicer as additional
special servicer compensation.

     Distributions of Prepayment Premiums and Yield Maintenance Charges

     On any Distribution Date, Prepayment Premiums or Yield Maintenance Charges
collected in respect of each mortgage loan included in Loan Group 1 during the
related Collection Period will be distributed by the paying agent on the Classes
of Certificates as follows: to the Holders of each of the Class A-1, Class A-2,
Class A-NM, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
Certificates then entitled to distributions of principal on such Distribution
Date, an amount equal to the product of (a) a fraction, which in no event may be
greater than 1.0 or less than 0.0, the numerator of which is the amount
distributed as principal to the holders of that Class on that Distribution Date,
and the denominator of which is the total amount distributed as principal to the
holders of all Classes of certificates, except the Class A-1A Certificates, on
that Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and that Class and (c) the amount of the Prepayment Premium or Yield
Maintenance Charge collected in respect of such principal prepayment during the
related Collection Period.

     On any Distribution Date, Prepayment Premiums or Yield Maintenance Charges
collected in respect of each mortgage loan included in Loan Group 2 during the
related Collection Period will be distributed by the paying agent as follows: to
the holders of the Class A-1A Certificates then entitled to distributions of
principal on such Distribution Date, an amount equal to the product of (a) a
fraction, which in no event may be greater than 1.0 or less than 0.0, the
numerator of which is the amount distributed as principal to the holders of that
Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of the Class A-1A Certificates,
(b) the Base Interest Fraction for the related principal prepayment and that
Class and (c) the amount of the Prepayment Premium or Yield Maintenance Charge
collected in respect of such principal prepayment during the related Collection
Period.

     Any Prepayment Premiums or Yield Maintenance Charges described in the
previous paragraphs remaining after the distributions described in the
paragraphs above will be distributed to the holders of the Class X-1, Class X-2
and Class X-W Certificates.


                                     S-125



     No Prepayment Premiums and Yield Maintenance Charges will be distributed to
holders of the Class L, Class M, Class N, Class O, Class P, Class Q, Class S or
Class EI Certificates or the Residual Certificates. Any Prepayment Premiums or
Yield Maintenance Charges distributed to holders of a Class of Certificates may
not be sufficient to compensate those holders for any loss in yield attributable
to the related principal prepayments.

     Treatment of REO Properties

     Notwithstanding that any mortgaged property may be acquired as part of the
trust through foreclosure, deed in lieu of foreclosure or otherwise, the related
mortgage loan will, for purposes of, among other things, determining
Pass-Through Rates of, distributions on and allocations of Realized Losses and
Expense Losses to the Certificates, as well as the amount of Master Servicing
Fees, Trustee Fees, Primary Servicing Fees, Excess Servicing Fees and Special
Servicing Fees payable under the Pooling and Servicing Agreement, be treated as
having remained outstanding until such REO Property is liquidated. In connection
therewith, operating revenues and other proceeds derived from such REO Property,
exclusive of related operating costs, will be "applied" by the applicable master
servicer as principal, interest and other amounts "due" on such mortgage loan;
and, subject to the recoverability determination described under "--Advances"
below and the effect of any Appraisal Reductions described under "--Appraisal
Reductions" below, such master servicer will be required to make P&I Advances in
respect of such mortgage loan, in all cases as if such mortgage loan had
remained outstanding. References to mortgage loan and mortgage loans in the
definitions of Weighted Average Net Mortgage Rate and Principal Distribution
Amount are intended to include any mortgage loan or mortgage loans as to which
the related mortgaged property has become an REO Property.

     Appraisal Reductions

     Not later than the earliest Appraisal Event with respect to any mortgage
loan serviced under the Pooling and Servicing Agreement (or any Serviced Loan
Group, as applicable), the special servicer is required to obtain an MAI
appraisal, if the Scheduled Principal Balance of the mortgage loan (or any
Serviced Loan Group, as applicable) is greater than $2,000,000, or perform an
internal valuation, if the Scheduled Principal Balance of the mortgage loan is
equal to or less than $2,000,000, of the related mortgaged property or REO
Property, as the case may be; provided, however, that if the special servicer is
required to obtain such MAI appraisal or internal valuation due to the receipt
by the special servicer of a notice of a bankruptcy proceeding, such MAI
appraisal or internal valuation will be obtained within 60 days of the receipt
of such notice. However, the special servicer, in accordance with the Servicing
Standard, need not obtain either the MAI appraisal or the internal valuation if
such an appraisal or valuation had been obtained within the prior 12 months.

     As a result of such MAI appraisal or internal valuation, an Appraisal
Reduction may be created. An Appraisal Reduction will be reduced to zero as of
the date the related mortgage loan (or any Serviced Loan Group, as applicable)
is brought current under the then current terms of the mortgage loan (or any
Serviced Loan Group, as applicable) for at least 3 consecutive months. No
Appraisal Reduction will exist as to any mortgage loan after it has been paid in
full, liquidated, repurchased or otherwise disposed of. An appraisal for any
mortgage loan (or any Serviced Loan Group, as applicable) that has not been
brought current for at least 3 consecutive months will be updated annually, with
a corresponding adjustment to the amount of the related Appraisal Reduction. In
addition, the Operating Adviser may at any time request the special servicer to
obtain - at the Operating Adviser's expense - an updated appraisal, with a
corresponding adjustment to the amount of the Appraisal Reduction.

     The existence of an Appraisal Reduction will proportionately reduce a
master servicer's or the trustee's, as the case may be, obligation to make P&I
Advances in respect of the related mortgage loan, which will generally result in
a reduction in current distributions in respect of the then most subordinate
Class or Classes of Principal Balance Certificates. See "--Advances--P&I
Advances" below.

     Subordination; Allocation of Losses and Certain Expenses

     As and to the extent described in this prospectus supplement, the rights of
holders of the Subordinate Certificates to receive distributions of amounts
collected or advanced on the mortgage loans will be subordinated, to the extent
described in this prospectus supplement, to the rights of holders of the Senior
Certificates, and to the rights of the holders of each other Class of
Subordinate Certificates with an earlier alphabetical Class designation (it
being understood that such rights of the holders of the Class A-J Certificates
will be subordinated to the rights of the


                                     S-126



holders of the Class A-M Certificates). This subordination is intended to
enhance the likelihood of timely receipt by the holders of the Senior
Certificates of the full amount of all interest payable in respect of the Senior
Certificates on each Distribution Date, and the ultimate receipt by the holders
of each Class of Class A Senior Certificates of principal in an amount equal to
the entire Certificate Balance of the Class A Senior Certificates.

     Similarly, but to decreasing degrees and in alphabetical order of Class
designation (it being understood that such rights of the holders of the Class
A-J Certificates will be subordinated to the rights of the holders of the Class
A-M Certificates), this subordination is also intended to enhance the likelihood
of timely receipt by the holders of the Subordinate Certificates, other than the
Class S Certificates, which do not have the benefit of any effective
subordination, of the full amount of interest payable in respect of such Classes
of Certificates on each Distribution Date, and the ultimate receipt by such
holders of principal equal to, in each case, the entire Certificate Balance of
such Classes of Certificates. This subordination will be accomplished by the
application of the Available Distribution Amount on each Distribution Date in
accordance with the order of priority described above under "--Application of
the Available Distribution Amount" and by the allocation of Realized Losses and
Expense Losses as described below. No other form of credit support will be
available for the benefit of the holders of the Certificates.

     Allocation to the Class A Senior Certificates, for so long as they are
outstanding, of the entire Principal Distribution Amount for each Distribution
Date will generally have the effect of reducing the Certificate Balance of those
Classes at a faster rate than would be the case if principal payments were
allocated pro rata to all Classes of Certificates with Certificate Balances.
Thus, as principal is distributed to the holders of the Class A Senior
Certificates, the percentage interest in the trust evidenced by the Class A
Senior Certificates will be decreased, with a corresponding increase in the
percentage interest in the trust evidenced by the Subordinate Certificates,
thereby increasing, relative to their respective Certificate Balances, the
subordination afforded the Class A Senior Certificates by the Subordinate
Certificates.

     Following retirement of the Class A Senior Certificates, the herein
described successive allocation to the Subordinate Certificates, in alphabetical
order of Class designation (it being understood that such rights of the holders
of the Class A-J Certificates will be subordinated to the rights of the holders
of the Class A-M Certificates), in each case until such Class is paid in full,
of the entire Principal Distribution Amount for each Distribution Date will
provide a similar benefit to each such Class of Certificates with regards to the
relative amount of subordination afforded thereto by the other Classes of
Certificates with later alphabetical Class designations (it being understood
that such rights of the holders of the Class A-J Certificates will be
subordinated to the rights of the holders of the Class A-M Certificates).

     Realized Losses of principal and interest on the mortgage loans and Expense
Losses thereon for any Distribution Date, to the extent not previously allocated
and net of amounts, if any, on deposit in the Reserve Account, will be allocated
to the Class S, Class Q, Class P, Class O, Class N, Class M, Class L, Class K,
Class J, Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class
A-J and Class A-M Certificates, in that order, and then to the Class A-1, Class
A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB and Class A-4 Certificates,
pro rata and, solely with respect to losses of interest, to the Class X-1, Class
X-2 and Class X-W Certificates (other than as a reduction of the Notional
Amount), pro rata with the Class A Senior Certificates, in each case reducing
principal and/or interest otherwise payable thereon.

     As described in greater detail under "--Advances--Reimbursement of
Advances" below, if any Advance (and interest on such Advance) has been
determined to be nonrecoverable from collections on the related mortgage loan,
the party that made such Advance will be entitled to reimbursement out of
amounts in the Certificate Account in the Collection Period in which the
nonrecoverability determination is made. Any such reimbursement will be made
first from amounts allocable to principal during the Collection Period in which
the reimbursement is made, prior to reimbursement from other collections
(including interest) received during that Collection Period (and similarly, in
subsequent periods, from principal first and then from other collections). Such
reimbursement will create a deficit (or increase an otherwise-existing deficit)
between the total principal balance of the mortgage pool (net of advances of
principal) and the total principal balance of the Certificates. The related
reimbursements and payments made during any Collection Period will therefore
result in the allocation of those amounts (in reverse sequential order in
accordance with the loss allocation rules described in the preceding paragraph)
to reduce the principal balances of the Principal Balance Certificates (without
accompanying principal distributions) on the distribution date for that
Collection Period. If any such Advance, or any portion of any such Advance, is
determined, at any time during this reimbursement process, to be ultimately
nonrecoverable out of collections on the related mortgage loan, then the


                                     S-127



applicable master servicer or the trustee, as applicable, will be entitled to
immediate reimbursement out of general collections on the mortgage loans in such
master servicer's Certificate Account as a nonrecoverable Advance in an amount
equal to the portion of that Advance that remains outstanding, plus accrued
interest or, if amounts in such Certificate Account are not sufficient to
reimburse such nonrecoverable Advance, out of the other master servicer's
Certificate Account.

     Realized Losses will not be allocated to the Natick Mall Mortgage Loan, the
Jones Road Shopping Center Mortgage Loan and the LaSalle Senior Mortgage Loans
until such Realized Losses reduce the related Subordinate Loans to zero. Any
additional trust expenses under the Pooling and Servicing Agreement that are
Expense Losses are to be paid, first, out of collections on, and other proceeds
of, the Subordinate Loans until reduced to zero and then the Natick Mall
Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or related LaSalle
Senior Mortgage Loan, as applicable.

     Prepayment Interest Shortfalls and Prepayment Interest Excesses

     To the extent that the aggregate Prepayment Interest Shortfalls on all
mortgage loans serviced by a master servicer (including Specially Serviced
Mortgage Loans) exceed the aggregate Prepayment Interest Excesses for such
mortgage loans for the related Distribution Date, the Master Servicing Fee
payable to the applicable master servicer will be reduced by the amount of any
Compensating Interest. See "Description of the Offered
Certificates--Distributions--Fees and Expenses" and "Servicing of the Mortgage
Loans--The Master Servicers--Master Servicer Compensation" in this prospectus
supplement.

     The Distributable Certificate Interest Amount in respect of any Class of
Certificates will be reduced to the extent any Net Aggregate Prepayment Interest
Shortfalls are allocated to such Class of Certificates. See "Description of the
Offered Certificates--Distributions--Fees and Expenses" and "Servicing of the
Mortgage Loans--The Master Servicers--Master Servicer Compensation" in this
prospectus supplement.

     On any Distribution Date, to the extent that the aggregate Prepayment
Interest Excesses on all mortgage loans serviced by a master servicer (including
any Specially Serviced Mortgage Loans) exceed the aggregate Prepayment Interest
Shortfalls for such mortgage loans for such Distribution Date, such excess
amount will be payable to the applicable master servicer as additional servicing
compensation.

OPTIONAL TERMINATION

     The holders of a majority of the Controlling Class, the general master
servicer, the master servicer of the PMCF mortgage loans, the special servicer
and the holder of the majority interest in the Class R-I Certificates, in that
order, will have the option to purchase, in whole but not in part, the mortgage
loans and any other property remaining in the trust on any Distribution Date on
or after the Distribution Date on which the aggregate Certificate Balance of all
Classes of Principal Balance Certificates then outstanding is less than or equal
to 1% of the Initial Pool Balance.

     The purchase price for any such purchase will be the sum of, without
duplication, 100% of the aggregate unpaid principal balances of the mortgage
loans, other than any mortgage loans as to which a master servicer has
determined that all payments or recoveries with respect thereto have been made,
plus accrued and unpaid interest at the mortgage rate--or the mortgage rate less
the Master Servicing Fee Rate--if a master servicer is the purchaser--to the Due
Date for each mortgage loan ending in the Collection Period with respect to
which such purchase occurs, plus unreimbursed Advances, with interest thereon at
the Advance Rate, and the fair market value of any other property remaining in
the trust. The optional termination of the trust must be conducted so as to
constitute a "qualified liquidation" of each REMIC under Section 860F of the
Code.

     Upon any such termination, the purchase price for the mortgage loans and
the other property in the trust will be applied to pay accrued and unpaid
interest on and reduce the Certificate Balance of all outstanding Classes to
zero in the manner provided under "Description of the Offered
Certificates--Distributions--Application of the Available Distribution Amount"
in this prospectus supplement. Notice of any optional termination must be mailed
by the trustee to the Certificateholders and the Rating Agencies upon the
receipt of written notice of such optional termination.


                                     S-128



     ANY SUCH TERMINATION WILL HAVE AN ADVERSE EFFECT ON THE YIELD OF ANY
OUTSTANDING OFFERED CERTIFICATES PURCHASED AT A PREMIUM. SEE "YIELD, PREPAYMENT
AND MATURITY CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT.

ADVANCES

     P&I Advances

     On the business day prior to each Distribution Date, each master servicer
(or the trustee, if applicable) will be obligated to make a P&I Advance for the
mortgage loans for which it is acting as master servicer, unless such master
servicer, the special servicer or the trustee, as the case may be, has
determined, in its sole discretion, exercised in accordance with the Servicing
Standard (or, in the case of the trustee, exercised in accordance with its good
faith business judgment), that the amount to be advanced, plus interest expected
to accrue thereon, would not be recoverable from subsequent payments or
collections, including Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds, in respect of the related mortgage loan and only until the mortgage
loan has been liquidated; provided, however, that the amount of any P&I Advance
required to be advanced by the master servicer with respect to interest on a
mortgage loan as to which there has been an Appraisal Reduction will be an
amount equal to the product of:

     o    the amount required to be advanced by such master servicer without
          giving effect to this sentence; and

     o    a fraction, the numerator of which is the Scheduled Principal Balance
          of such mortgage loan as of the immediately preceding Determination
          Date less any Appraisal Reduction in effect with respect to such
          mortgage loan (or, in the case of Natick Mall Mortgage Loan, the Jones
          Road Shopping Center Mortgage Loan or a LaSalle Senior Mortgage Loan,
          the portion of the Appraisal Reduction that is allocable to such
          mortgage loan, as applicable) and the denominator of which is the
          Scheduled Principal Balance of such mortgage loan as of such
          Determination Date.

     In addition, the master servicers and the trustee will not in any event be
required to (i) advance Prepayment Premiums, Yield Maintenance Charges, default
interest, Excess Interest or Balloon Payments or (ii) make any P&I Advances on
the Subordinate Loans.

     With respect to any mortgage loan that is delinquent in respect of its
Balloon Payment, including any REO Property as to which the related mortgage
loan provided for a Balloon Payment, P&I Advances will be required in an amount
equal to the Assumed Scheduled Payment, if such amount is not collected from the
related borrower, subject to the same conditions and limitations, as described
above, that apply to P&I Advances of other Scheduled Payments.

     Each master servicer will be entitled to interest on P&I Advances made by
it, which interest will accrue at the Advance Rate. This interest and any
interest on other Advances will result in a reduction in amounts payable on the
Certificates, to the extent that interest is not otherwise offset in accordance
with the Pooling and Servicing Agreement.

     P&I Advances and interest accrued thereon at the Advance Rate will be
reimbursable or payable from recoveries on the related mortgage loans and, to
the extent the applicable master servicer determines in its sole discretion,
exercised in accordance with the Servicing Standard, that a P&I Advance will not
be ultimately recoverable from related recoveries it will recover such amounts
from general collections on all mortgage loans, as described under
"--Reimbursement of Advances" below. 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, Advance interest will accrue from the date such Advance is made
(which will be the Master Servicer Remittance Date). In no event will the master
servicer be required to make aggregate P&I Advances with respect to any mortgage
loan which, when including the amount of interest accrued thereon at the Advance
Rate, equals an amount greater than the Scheduled Principal Balance plus all
overdue amounts thereof, less any Appraisal Reductions with respect thereto.


                                     S-129



     The right of the master servicers and the trustee to reimbursement or
payment out of recoveries will be prior to the right of the Certificateholders
to receive any amounts recovered with respect to any mortgage loan. If a master
servicer fails to make a required P&I Advance, the trustee is required to make
such P&I Advance, subject to the same limitations, and with the same rights,
including the right to receive interest on such P&I Advance, as described above
for a master servicer.

     Servicing Advances

     Servicing Advances, in all cases, will be reimbursable as described below.
Each master servicer will be permitted to pay, or to direct the payment of,
certain servicing expenses directly out of the applicable Certificate Account or
the Distribution Account and under certain circumstances without regard to the
relationship between the expense and the funds from which it is being paid.

     With respect to the mortgaged properties securing the mortgage loans, each
master servicer will be obligated to make Servicing Advances on those mortgage
loans for which it is acting as master servicer for, among other things, real
estate taxes prior to the earlier of the imposition of late tax payment penalty
charges or the notice of intent to create a tax lien on the property and
insurance premiums, to the extent that the trustee as mortgagee has an insurable
interest and insurance coverage is available at commercially reasonable rates
and not paid by the related borrower on a timely basis and for collection or
foreclosure costs, including reasonable attorneys fees. With respect to REO
Properties, each master servicer will be obligated to make Servicing Advances on
those mortgage loans for which it is acting as master servicer, if necessary and
to the extent that funds from the operation of the related REO Property are
unavailable to pay any amounts due and payable, for:

     o    insurance premiums, to the extent that insurance coverage is available
          at commercially reasonable rates;

     o    items such as real estate taxes and assessments in respect of such REO
          Property that may result in the imposition of a lien;

     o    any ground rents in respect of such REO Property; and

     o    other costs and expenses necessary to maintain, manage or operate such
          REO Property.

     Notwithstanding the foregoing, each master servicer will be obligated to
make such Servicing Advances only to the extent that such master servicer or
special servicer has not determined, as described below, that the amount so
advanced will be nonrecoverable from subsequent payments or collections,
including Insurance Proceeds, Liquidation Proceeds and REO Income, in respect of
such mortgage loan or REO Property; provided, however, that upon a determination
that such amounts would not be recoverable, such master servicer or special
servicer is required to provide notice of such determination to the applicable
master servicer or special servicer and if the special servicer determines that
the payment of such amounts is necessary to preserve the related mortgaged
property and would be in the best interest of the Certificateholders, such
master servicer is required to pay such amounts from amounts in the related
Certificate Account.

     The master servicers may incur certain costs and expenses in connection
with the servicing of a mortgage loan (or any Serviced Loan Group, as
applicable) or the administration of REO Property. Servicing Advances, including
interest accrued thereon at the Advance Rate, will be reimbursable from
recoveries or collections on the related mortgage loan (and, if applicable, any
related Subordinate Loan) or REO Property. However, if a master servicer
determines, as described below, that any Servicing Advance previously made, and
accrued interest thereon at the Advance Rate, will not be ultimately recoverable
from such related recoveries, such Advances and accrued interest will generally
be reimbursable from amounts on deposit in the applicable Certificate Account
(or if not available from such Certificate Account, from the other Certificate
Account in certain circumstances) or the Distribution Account. If a master
servicer fails to make a required Servicing Advance (other than an Advance
determined to be a nonrecoverable Advance), the trustee is required to make such
Servicing Advance, subject to the same limitations, and with the same rights,
including the right to receive interest on such Servicing Advance, as described
above for a master servicer.


                                     S-130



     Reimbursement of Advances

     Any monthly P&I Advance or Servicing Advance (in either case, with
interest) that has been determined to be nonrecoverable from the particular
mortgage loan to which it relates will be reimbursable from the Certificate
Accounts in the Collection Period in which the nonrecoverability determination
is made. Any reimbursement of nonrecoverable Advances will be made first from
amounts in the Certificate Accounts allocable to principal during the Collection
Period in which the reimbursement is made, prior to reimbursement from other
collections (including interest) received during that Collection Period (and
similarly, in subsequent periods, from principal first and then from other
collections). If the amount in the Certificate Accounts allocable to principal
on the mortgage loans is insufficient to fully reimburse the party entitled to
reimbursement, then such party may elect in its sole discretion as an
accommodation to the Certificateholders 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) for no more than
6 Collection Periods without the consent of the Operating Adviser and, in any
event, 12 Collection Periods in the aggregate. If such master servicer or
trustee, as applicable, determines, in its sole discretion, for any reason to
recover its nonrecoverable Advances, then such master servicer or trustee, as
applicable, will be entitled to immediate reimbursement of those nonrecoverable
Advances with interest at the Advance Rate. Such master servicer's or trustee's,
as applicable, agreement to defer reimbursement of such nonrecoverable Advances
shall not be construed as an obligation on the part of such master servicer or
the trustee, or a right of the Certificateholders. No such deferment shall be
deemed to create in the Certificateholders a right to prior payment of
distributions over such master servicer's or the trustee's right to
reimbursement for Advances. Deferred Advances shall continue to earn interest at
the Advance Rate. In all events the decision to defer reimbursement or seek
immediate reimbursement of nonrecoverable Advances shall be deemed to be in
accordance with the Servicing Standard, in the case of the master servicers and,
with respect to the trustee, in accordance with its good faith business
judgment.

     If such party does not elect to defer reimbursement of such amount, then
such party will be entitled to reimbursement of such insufficiency out of any
amounts on deposit in the Certificate Accounts. If a monthly P&I Advance or
Servicing Advance is made with respect to a mortgage loan after a default
thereon and the mortgage loan is thereafter worked out under terms that do not
provide for the repayment of those Advances (together with interest thereon) in
full at the time of the workout (but such amounts become an obligation of the
borrower to be paid in the future), then such Advance, unless determined to be
nonrecoverable, will be reimbursable only from amounts in the Certificate
Accounts that represent principal on the mortgage loans, net of any
nonrecoverable Advances then outstanding and reimbursable from such amounts. To
the extent that the reimbursement is made from principal, the Principal
Distribution Amount otherwise payable on the Certificates on the related
distribution date will be reduced and, in the case of reimbursement of
nonrecoverable Advances, a Realized Loss will be allocated (in reverse
sequential order in accordance with the loss allocation rules described above
under "--Subordination; Allocation of Losses and Certain Expenses") to reduce
the total principal balance of the Certificates on that distribution date. Any
provision in the Pooling and Servicing Agreement for any Servicing Advance or
P&I Advance by any master servicer, the special servicer or the trustee 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 or entity
the risk of loss with respect to one or more of the mortgage loans.

     Nonrecoverable Advances

     The determination that any P&I Advance or Servicing Advance, previously
made or proposed to be made, would not be recoverable for a particular mortgage
loan will be made in the sole discretion of the applicable master servicer or
the special servicer (exercised in accordance with the Servicing Standard) or
the trustee (exercised in accordance with its good faith business judgment), and
is required to be accompanied by an officer's certificate delivered to the
trustee, the special servicer or the applicable master servicer, the Operating
Adviser, the Rating Agencies, the paying agent, the holder of the related
Subordinate Loan or Subordinate Loans if the Servicing Advance relates to a
Serviced Loan Group and us, setting forth the reasons for such determination,
with copies of appraisals or internal valuations, if any, or other information
that supports such determination. A master servicer's or special servicer's
determination of nonrecoverability will be conclusive and binding upon the
Certificateholders and the trustee. The trustee will be entitled to rely
conclusively on any determination by such master servicer or special servicer of
nonrecoverability with respect to such Advance and will have no obligation to
make a separate determination of recoverability.


                                     S-131



     In addition, a master servicer or special servicer, in considering whether
a P&I Advance or Servicing Advance is a nonrecoverable Advance, will be entitled
to give due regard to the existence of any outstanding nonrecoverable Advance
with respect to other mortgage loans which, at the time of such consideration,
the reimbursement of which is being deferred or delayed by a master servicer,
special servicer or the trustee because there is insufficient principal
available for such reimbursement, in light of the fact that proceeds on the
related mortgage loan are a source of reimbursement not only for the P&I Advance
or Servicing Advance under consideration, but also as a potential source of
reimbursement of such nonrecoverable Advance which is or may be being deferred
or delayed. In addition, any such master servicer or special servicer may update
or change its recoverability determinations at any time (but not reverse any
other master servicer or special servicer's determination that an P&I Advance or
Servicing Advance is a nonrecoverable Advance).

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

     Paying Agent Reports

     Based solely on information provided in monthly reports prepared by the
master servicers and the special servicer and delivered to the paying agent, the
paying agent will be required to provide or make available to each
Certificateholder on each Distribution Date:

          (a) A statement (in the form of Appendix V) setting forth, to the
     extent applicable:

          (1)    the date of such Distribution Date, and of the Record Date,
                 Interest Accrual Period, and Determination Date for such
                 Distribution Date;

          (2)    the Available Distribution Amount 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
                 Available Distribution Amount or such other cash flows);

          (3)    the aggregate amount of servicing fees, special servicing fees,
                 other special servicing compensation, trustee fees and paying
                 agent fees paid to the master servicers, the special servicer,
                 the trustee and the paying agent with respect to the Mortgage
                 Pool and with respect to each Loan Group;

          (4)    the amount of other fees and expenses accrued and paid from the
                 trust fund, including without limitation Advance reimbursement
                 and interest on Advances, and specifying the purpose of such
                 fees or expenses and the party receiving payment of those
                 amounts, if applicable;

          (5)    the amount, if any, of such distributions to the holders of
                 each Class of Principal Balance Certificates applied to reduce
                 the aggregate Certificate Balance thereof;

          (6)    the amount of such distribution to holders of each Class of
                 REMIC Regular Certificates allocable to (A) interest and (B)
                 Prepayment Premiums or Yield Maintenance Charges;

          (7)    the amount of any shortfall in principal distributions and any
                 shortfall in interest distributions to each applicable Class of
                 Certificates;

          (8)    the amount of excess cash flow, if any distributed to the
                 holder of the Residual Certificates;

          (9)    the weighted average mortgage rate (and interest rates by
                 distributional groups or ranges) of the mortgage loans as of
                 the related Determination Date;

          (10)   the number of outstanding mortgage loans and the aggregate
                 principal balance and Scheduled Principal Balance of the
                 mortgage loans and weighted average remaining term at the close
                 of business on the related Determination Date, with respect to
                 the Mortgage Pool and with respect to each Loan Group;


                                     S-132



          (11)   the number and aggregate Scheduled Principal Balance of
                 mortgage loans, with respect to the Mortgage Pool and with
                 respect to each Loan Group:

                 First, delinquent 30 to 59 days,

                 Second, delinquent 60 to 89 days,

                 Third, delinquent 90 days or more,

                 Fourth, as to which foreclosure proceedings have been
                 commenced, or

                 Fifth, as to which bankruptcy proceedings have been commenced;

          (12)   the aggregate amount and general purpose of Servicing Advances
                 and P&I Advances outstanding, separately stated, that have been
                 made by the master servicers and the trustee, with respect to
                 the Mortgage Pool and with respect to each Loan Group;

          (13)   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 distribution
                 period or that have cumulatively become material over time);

          (14)   material breaches of mortgage loan representations and
                 warranties of which the trustee, a master servicer or the
                 special servicer has received written notice;

          (15)   material breaches of any covenants under the Pooling and
                 Servicing Agreement of which the trustee, a master servicer or
                 the special servicer has received written notice;

          (16)   if applicable to any transaction, information regarding any
                 tests used for determining any early amortization, liquidation
                 or other performance trigger and whether the trigger was met;

          (17)   with respect to any REO Property included in the trust, the
                 principal balance of the related mortgage loan as of the date
                 of acquisition of the REO Property and the Scheduled Principal
                 Balance of the mortgage loan;

          (18)   as of the related Determination Date:

                 First, as to any REO Property sold during the related
                 Collection Period, the date of the related determination by the
                 special servicer that it has recovered all payments which it
                 expects to be finally recoverable and the amount of the
                 proceeds of such sale deposited into the applicable Certificate
                 Account, and

                 Second, the aggregate amount of other revenues collected by the
                 special servicer with respect to each REO Property during the
                 related Collection Period and credited to the applicable
                 Certificate Account, in each case identifying such REO Property
                 by the loan number of the related mortgage loan;

          (19)   the aggregate Certificate Balance or Notional Amount of each
                 Class of REMIC Regular Certificates before and after giving
                 effect to the distribution made on such Distribution Date;

          (20)   the aggregate amount of Principal Prepayments made during the
                 related Collection Period, with respect to the Mortgage Pool
                 and with respect to each Loan Group;

          (21)   the Pass-Through Rate applicable to each Class of REMIC Regular
                 Certificates for such Distribution Date;

          (22)   the amount of Unpaid Interest, Realized Losses or Expense
                 Losses, if any, incurred with respect to the mortgage loans,
                 including a breakout by type of such Realized Losses or Expense
                 Losses, with respect to the Mortgage Pool and with respect to
                 each Loan Group;


                                     S-133



          (23)   the amount of any Appraisal Reductions effected during the
                 related Collection Period on a loan-by-loan basis and the total
                 Appraisal Reductions in effect as of such Distribution Date,
                 with respect to the Mortgage Pool and with respect to each Loan
                 Group;

          (24)   as determined and/or approved by the Depositor, any other
                 information necessary to satisfy the requirements of Item
                 1121(a) of Regulation AB that can, in the Paying Agent's
                 reasonable judgment, be included on the Monthly
                 Certificateholders Report without undue difficulty; and

          (b) A report containing information regarding the mortgage loans as of
     the end of the related Collection Period, which report will contain
     substantially the categories of information regarding the mortgage loans
     presented in Appendix I and will be presented in a tabular format
     substantially similar to the format utilized in Appendix I.

     The reports described in clauses (a) and (b) above may be combined into 1
report for purposes of dissemination.

     In the case of information furnished pursuant to subclauses (a)(5), (a)(6)
and (a)(7) above, the amounts shall be expressed as a dollar amount per $1,000
of original actual principal amount of the Certificates for all Certificates of
each applicable Class.

     The paying agent will make the foregoing reports and certain other
information available each month to the general public via the paying agent's
website, which shall initially be located at www.etrustee.net. In addition, the
paying agent will also make certain other additional reports available via the
paying agent's website on a restricted basis to Morgan Stanley Capital I Inc.
and its designees, the Rating Agencies, parties to the Pooling and Servicing
Agreement, the Underwriters, the Certificateholders and any prospective
investors or beneficial owners of Certificates who provide the paying agent with
an investor certification satisfactory to the paying agent. In addition, the
paying agent will make available on its website any reports on Forms 10-D, 10-K
and 8-K that have been prepared and filed with respect to the trust through the
EDGAR system. For assistance with the paying agent's website, investors may call
(312) 904-6561. The trustee and the paying agent will make no representations or
warranties as to the accuracy or completeness of such documents and will assume
no responsibility therefor. In addition, the trustee and the paying agent may
disclaim responsibility for any information of which it is not the original
source.

     In connection with providing access to the paying agent's website, the
paying agent may require registration and the acceptance of a disclaimer. The
trustee and the paying agent will not be liable for the dissemination of
information in accordance with the Pooling and Servicing Agreement.

     On an annual basis, the master servicers are required to deliver or make
available electronically the Annual Report to the trustee and the paying agent,
and the paying agent will make such report available as described above to the
Underwriters, the Certificateholders, Morgan Stanley Capital I Inc. and its
designees, the parties to the Pooling and Servicing Agreement, the Rating
Agencies and any prospective investors or beneficial owners of Certificates who
provide the paying agent with an investor certification satisfactory to the
paying agent.

     The paying agent is required to make available at its corporate trust
offices (either in physical or electronic form), during normal business hours,
upon reasonable advance written notice for review by any certificateholder, any
certificate owner, any prospective investor, the Underwriters, each Rating
Agency, the special servicer, the Depositor, the holder of each Subordinate
Loan, originals or copies of, among other things, the following items (to the
extent such items are in its possession): (i) the most recent property
inspection reports in the possession of the paying agent in respect of each
mortgaged property and REO Property, (ii) the most recent mortgaged property/REO
Property rent roll and annual operating statement, if any, collected or
otherwise obtained by or on behalf of the master servicers or the special
servicer and delivered to the paying agent, (iii) any Phase I Environmental
Report or engineering report prepared or appraisals performed in respect of each
mortgaged property; provided, however, that the paying agent shall be permitted
to require payment by the requesting party (other than either Rating Agency) of
a sum sufficient to cover the reasonable expenses actually incurred by the
paying agent of providing access or copies (including electronic or digital
copies) of any such information reasonably requested in accordance with the
preceding sentence.


                                     S-134



     Other Information

     The Pooling and Servicing Agreement generally requires that the trustee
and/or the paying agent make available, at its corporate trust office or at such
other office as it may reasonably designate, during normal business hours, upon
reasonable advance notice for review by any Certificateholder, the holder of
each Subordinate Loan, each Rating Agency or Morgan Stanley Capital I Inc.,
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 mortgage loan documents:

     o    the Pooling and Servicing Agreement and any amendments thereto;

     o    all reports or statements delivered to holders of the relevant Class
          of Certificates since the Closing Date;

     o    all officer's certificates delivered to the paying agent since the
          Closing Date;

     o    all accountants' reports delivered to the paying agent since the
          Closing Date;

     o    the mortgage loan files;

     o    the most recent property inspection report prepared by or on behalf of
          the master servicers or the special servicer in respect of each
          mortgaged property;

     o    the most recent mortgaged property rent rolls and annual operating
          statements, if any, collected by or on behalf of the master servicers
          or the special servicer and delivered to the paying agent;

     o    any and all modifications, waivers and amendments of the terms of a
          mortgage loan entered into by the master servicers and/or the special
          servicer; and

     o    any and all officer's certificates and other evidence delivered to the
          trustee to support a master servicer's determination that any Advance
          was not or, if made, would not be, recoverable.

     Copies of any and all of the foregoing items and any servicer reports will
be available from the paying agent (or, with respect to the mortgage files and
certain other items, the trustee) upon request; however, the paying agent or
trustee will be permitted to require the requesting party to pay a sum
sufficient to cover the reasonable costs and expenses of providing such copies.
Recipients of such information will generally be required to acknowledge that
such information may be used only in connection with an evaluation of the
Certificates by such recipient and in accordance with applicable law.

     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
"Morgan Stanley Capital I Trust 2006-IQ12." Members of the public may read and
copy any materials filed with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Additional
information regarding the Public Reference Room can be obtained by calling the
Commission at 1-800-SEC-0330. The Commission also maintains a site on the World
Wide Web at "http://www.sec.gov" at which you can view and download copies of
reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system. The Depositor has filed the accompanying prospectus and the
related registration statement, including all exhibits thereto as well as this
free writing prospectus, through the EDGAR system, so the materials should be
available by logging onto the Commission's website. The Commission maintains
computer terminals providing access to the EDGAR system at the office referred
to above.

     Book-Entry Certificates

     Until such time, if any, as definitive certificates are issued in respect
of the Offered Certificates, the foregoing information and access will be
available to the related Certificate Owners only to the extent it is forwarded
by, or otherwise available through, DTC and its Participants or otherwise made
available publicly by the paying agent. The manner in which notices and other
communications are conveyed by DTC to its Participants, and by such


                                     S-135



Participants to the Certificate Owners, will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.

     The master servicers, the special servicer, the paying agent and the
Depositor are required to recognize as Certificateholders only those persons in
whose names the Certificates are registered with the Certificate Registrar as of
the related Record Date; however, any Certificate Owner that has delivered to
the Certificate Registrar a written certification, in the form prescribed by the
Pooling and Servicing Agreement, regarding such Certificate Owner's beneficial
ownership of Offered Certificates will be recognized as a Certificateholder for
purposes of obtaining the foregoing information and access.

EXAMPLE OF DISTRIBUTIONS

     The following chart sets forth an example of distributions on the
Certificates assuming the Certificates are issued in December 2006:

The close of business on:

December 1, 2006     (A)   Cut-off Date.

December 31, 2006    (B)   Record Date for all Classes of Certificates.

January 2-10, 2007   (C)   The Collection Period. Each master servicer receives
                           Scheduled Payments due after the Cut-off Date and any
                           Principal Prepayments made after the Cut-off Date and
                           on or prior to January 10.

January 8, 2007      (D)   Determination Date for mortgage loans other than
                           those originated by Massachusetts Mutual Life
                           Insurance Company (5 Business Days prior to the
                           Distribution Date).

January 10, 2007           Determination Date for mortgage loans originated by
                           Massachusetts Mutual Life Insurance Company (the 10th
                           day of each month or, if such day is not a Business
                           Day, the immediately following Business Day).

January 12, 2007     (E)   Master Servicer Remittance Date (1 Business Day prior
                           to the Distribution Date).

January 16, 2007     (F)   Distribution Date.

     Succeeding monthly periods follow the pattern of (B) through (F) above
(except as described below).

     First, The outstanding principal balance of the mortgage loans will be the
aggregate outstanding principal balance of the mortgage loans at the close of
business on the Cut-off Date, after deducting principal payments due on or
before such date, whether or not received. Principal payments due on or before
such date, and the accompanying interest payments, are not part of the trust.

     Second, Distributions on the next Distribution Date will be made to those
persons that are the Certificateholders of record on this date. Each subsequent
Record Date will be the last business day of the month preceding the related
Distribution Date.

     Third, Any Scheduled Payments due and collected and Principal Prepayments
collected, after the Cut-off Date will be deposited into the applicable
Certificate Account. Each subsequent Collection Period will begin on the day
after the Determination Date in the month preceding the month of each
Distribution Date and will end on the Determination Date in the month in which
the Distribution Date occurs.

     Fourth, Generally, as of the close of business on the Determination Date,
each master servicer will have determined the amounts of principal and interest
that will be remitted with respect to the related Collection Period.

     Fifth, Each master servicer will remit to the paying agent no later than
the business day prior to the related Distribution Date all amounts held by each
master servicer, and any P&I Advances required to be made by such master
servicer, that together constitute the Available Distribution Amount for such
Distribution Date.

     Sixth, The paying agent will make distributions to the Certificateholders
on the 15th day of each month or, if such day is not a business day, the next
succeeding business day.


                                      S-136



EXPECTED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

     The Expected Final Distribution Date for each Class of Certificates
presented under "Summary of Prospectus Supplement--Relevant Parties and
Dates--Expected Final Distribution Dates" in this prospectus supplement is the
date on which such Class is expected to be paid in full, assuming timely
payments and no Principal Prepayments will be made on the mortgage loans in
accordance with their terms and otherwise based on the Structuring Assumptions.
The actual final distribution date for any Class may be earlier or later (and
could be substantially later) than the Expected Final Distribution Date.

     The Rated Final Distribution Date of each Class of Offered Certificates is
the Distribution Date in December 2043.

     The ratings assigned by the Rating Agencies to each Class of Principal
Balance Certificates reflects an assessment of the likelihood that the
Certificateholders of such Class will receive, on or before the Rated Final
Distribution Date, all principal distributions to which they are entitled.

AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT

     The Pooling and Servicing Agreement may be amended from time to time by the
parties thereto, without notice to or the consent of any of the Holders, to do
the following:

     o    to cure any ambiguity;

     o    to cause the provisions therein to conform to or be consistent with or
          in furtherance of the statements made with respect to the
          Certificates, the trust or the Pooling and Servicing Agreement in this
          prospectus supplement, the accompanying prospectus or the memorandum
          under which certain of the Subordinate Certificates are being offered,
          or to correct or supplement any provision which may be inconsistent
          with any other provisions;

     o    to amend any provision thereof to the extent necessary or desirable to
          maintain the status of each REMIC created under the Pooling and
          Servicing Agreement (or the interest represented by the Class EI that
          evidence beneficial ownership of the grantor trust assets) for the
          purposes of federal income tax (or comparable provisions of state
          income tax law);

     o    to make any other provisions with respect to matters or questions
          arising under or with respect to the Pooling and Servicing Agreement
          not inconsistent with the provisions therein;

     o    to modify, add to or eliminate the provisions in the Pooling and
          Servicing Agreement relating to transfers of residual certificates;

     o    to amend any provision to the extent necessary or desirable to list
          the Certificates on a stock exchange, including, without limitation,
          the appointment of one or more sub-paying agents and the requirement
          that certain information be delivered to such sub-paying agents; or

     o    to make any other amendment which does not adversely affect in any
          material respect the interests of any Certificateholder (unless such
          Certificateholder consents).

     No such amendment effected pursuant to the first, second or fourth bullet
above may (A) adversely affect in any material respect the interests of any
Holder not consenting thereto without the consent of 100% of the
Certificateholders or (B) adversely affect the status of any REMIC created under
the Pooling and Servicing Agreement (or the interest represented by the Class EI
Certificates that evidence beneficial ownership of the grantor trust assets).
Prior to entering into any amendment without the consent of Holders pursuant to
this paragraph, the trustee may require an opinion of counsel.

     The Pooling and Servicing Agreement may also be amended from time to time
by the agreement of the parties thereto (without the consent of the
Certificateholders) and with the written confirmation of the Rating Agencies
that such amendment would not cause the ratings on any Class of Certificates to
be qualified, withdrawn or downgraded; provided, however, that such amendment
may not effect any of the items set forth in the bullet points of the proviso


                                      S-137



in the next succeeding paragraph. The trustee may request, at its option, to
receive an opinion of counsel, addressed to the parties to the Pooling and
Servicing Agreement and any primary servicer, that any amendment pursuant to
this paragraph is permitted under the Pooling and Servicing Agreement.

     The Pooling and Servicing Agreement may also be amended from time to time
by the parties with the consent of the Holders of not less than 51% of the
aggregate certificate balance of the Certificates then outstanding (as
calculated under the Pooling and Servicing Agreement), 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 of modifying in any manner the rights
of the Holders; provided that no such amendment may:

     o    reduce in any manner the amount of, or delay the timing of the
          distributions required to be made on any certificate without the
          consent of the Holder of such certificate;

     o    adversely affect in any material respect the interests of the Holders
          of the Certificates in a manner other than as described in the
          immediately preceding bullet, without the consent of the Holders of
          all Certificates affected thereby;

     o    significantly change the activities of the trust, without the consent
          of the Holders of Certificates representing more than 50% of all the
          voting rights;

     o    reduce the aforesaid percentages of aggregate certificate percentage
          or certificate balance, the Holders of which are required to consent
          to any such amendment without the consent of all the Holders of each
          Class of Certificates affected thereby;

     o    eliminate the master servicers' or the trustee's obligation to advance
          or alter the Servicing Standard except as may be necessary or
          desirable to comply with Sections 860A through 860G of the Code and
          related Treasury Regulations and rulings promulgated thereunder; or

     o    adversely affect the status of any REMIC created under the Pooling and
          Servicing Agreement for federal income tax purposes or the interests
          represented by the Class EI Certificates, without the consent of 100%
          of the Certificateholders (including the Class R-I, Class R-II and
          Class R-III Certificateholders). The trustee may request, at its
          option, to receive an opinion of counsel that any amendment pursuant
          to this paragraph is permitted under the Pooling and Servicing
          Agreement.

EVIDENCE AS TO COMPLIANCE

     Each of the master servicers, the special servicer, the trustee and the
paying agent will be required under the Pooling and Servicing Agreement, and we
expect that each Additional Servicer and each sub-servicer will be required
under the applicable primary servicing or sub-servicing agreement, to deliver
annually, to the trustee, the paying agent and the Depositor on or before the
date specified in the Pooling and Servicing Agreement or the applicable primary
servicing or sub-servicing agreement, an officer's certificate stating that (i)
a review of that party's servicing activities during the preceding calendar year
or portion of that year and of performance under the Pooling and Servicing
Agreement or the applicable primary servicing or sub-servicing agreement in the
case of an Additional Servicer or other sub-servicer, has been made under the
officer's supervision, and (ii) to the best of the officer's knowledge, based on
the review, such party has fulfilled all its obligations under the Pooling and
Servicing Agreement or the applicable primary servicing or sub-servicing
agreement in the case of an Additional Servicer or other sub-servicer, in all
material respects throughout the year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying the
failure known to the officer and the nature and status of the failure.

     In addition, the master servicers, the special servicer, the paying agent
and the trustee, each at its own expense, will be required under the Pooling and
Servicing Agreement, and we expect that each Servicing Function Participant will
be required under the applicable primary servicing or sub-servicing agreement,
to deliver annually, to the paying agent, the Rating Agencies and the Depositor,
a report (an "Assessment of Compliance") assessing compliance by that party with
the servicing criteria set forth in Item 1122(d) of Regulation AB that contains
the following:


                                      S-138



     o    a statement of the party's responsibility for assessing compliance
          with the servicing criteria set forth in Item 1122 of Regulation AB
          applicable to it;

     o    a statement that the party used the criteria in Item 1122(d) of
          Regulation AB to assess compliance with the applicable servicing
          criteria;

     o    the party's assessment of compliance with the applicable servicing
          criteria during and as of the end of the prior fiscal year, setting
          forth any material instance of noncompliance identified by the party,
          a discussion of each such failure and the nature and status thereof;
          and

     o    a statement that a registered public accounting firm has issued an
          attestation report on the party's assessment of compliance with the
          applicable servicing criteria during and as of the end of the prior
          fiscal year.

     Each party that is required to deliver an Assessment of Compliance will
also be required to simultaneously deliver a report (an "Attestation Report") of
a registered public accounting firm, prepared in accordance with the standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, that expresses an opinion, or states that an opinion cannot be
expressed, concerning the party's assessment of compliance with the applicable
servicing criteria; provided, however, that with respect to each year in respect
of which the Trustee, on behalf of the Trust, is not required under the
Securities and Exchange Act of 1934, as amended, to file reports with the
Commission regarding the Certificates, each party that is required to deliver an
Assessment of Compliance, in lieu of delivering an Attestation Report, may, at
such party's option, instead deliver a report of a registered public accounting
firm, prepared in accordance with Uniform Single Attestation Standard ("USAP"),
to the effect that such firm has examined the servicing operations of such party
for the previous calendar year and that on the basis of such examination, such
party has complied during such previous calendar year with the minimum servicing
standards identified in USAP in all material respects, except for such
significant exceptions or errors in records that, in the opinion of such firm,
USAP requires it to report.

                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

     The yield to maturity on the Offered Certificates will be affected by the
price paid by the Certificateholder, the related Pass-Through Rates and the
rate, timing and amount of distributions on such Offered Certificates. The rate,
timing and amount of distributions on any such certificate will in turn depend
on, among other things:

     o    the Pass-Through Rate for such certificate;

     o    the rate and timing of principal payments, including Principal
          Prepayments, and other principal collections on the mortgage loans
          (including payments of principal arising from purchases of mortgage
          loans in connection with Material Breaches and Material Document
          Defects) and the extent to which such amounts are to be applied in
          reduction of the Certificate Balance or Notional Amount of such
          certificate;

     o    the rate, timing and severity of Realized Losses and Expense Losses
          and the extent to which such losses and expenses are allocable in
          reduction of the Certificate Balance or Notional Amount of such
          certificate or in reduction of amounts distributable thereon;

     o    the rate and timing of any reimbursement of the master servicers, the
          special servicer or the trustee, as applicable, out of the Certificate
          Account of nonrecoverable Advances or Advances remaining unreimbursed
          on a modified mortgage loan on the date of such modification; and

     o    the timing and severity of any Net Aggregate Prepayment Interest
          Shortfalls and the extent to which such shortfalls are allocable in
          reduction of the Distributable Certificate Interest Amount payable on
          such certificate.

     In addition, the effective yield to holders of the Offered Certificates
will differ from the yield otherwise produced by the applicable Pass-Through
Rate and purchase prices of such Certificates because interest distributions


                                      S-139



will not be payable to such holders until at least the 15th day of the month
following the month of accrual without any additional distribution of interest
or earnings thereon in respect of such delay.

PASS-THROUGH RATES

     The interest rates on certain of the Certificates may be based on a
weighted average of the mortgage loan interest rates net of the Administrative
Cost Rate, which is calculated based upon the respective principal balances of
the mortgage loans. The interest rates on certain of the Certificates may be
capped at such weighted average rate. Accordingly, the yield on those Classes of
Certificates may be sensitive to changes in the relative composition of the
Mortgage Pool as a result of scheduled amortization, voluntary and involuntary
prepayments and any unscheduled collections of principal and/or any experience
of Realized Losses as a result of liquidations of mortgage loans. In general,
the effect of any such changes on such yields and Pass-Through Rates for such
Certificates will be particularly adverse to the extent that mortgage loans with
relatively higher mortgage rates experience faster rates of such scheduled
amortization, voluntary prepayments and unscheduled collections or Realized
Losses than mortgage loans with relatively lower mortgage rates.

RATE AND TIMING OF PRINCIPAL PAYMENTS

     The yield to maturity on the Class X-1, Class X-2 and Class X-W
Certificates will be extremely sensitive to, and the yield to maturity on any
Class of Offered Certificates purchased at a discount or premium will be
affected by the rate and timing of principal payments made in reduction of the
aggregate Certificate Balance or Notional Amount of such Class of Certificates.
As described in this prospectus supplement, the Principal Distribution Amount
for each Distribution Date will be distributable entirely in respect of the
Class A Senior Certificates until the Certificate Balance thereof is reduced to
zero and will thereafter be distributable entirely in respect of each other
Class of Principal Balance Certificates, in descending alphabetical, and, if
applicable, ascending numerical, order of Class designation, in each case until
the aggregate Certificate Balance of such Class of Certificates is, in turn,
reduced to zero (it being understood that the Principal Distribution Amount will
be distributable first, to the Class A-M Certificates and then, to the Class A-J
Certificates). Consequently, the rate and timing of principal payments that are
distributed or otherwise result in reduction of the aggregate Certificate
Balance of each Class of Offered Certificates will be directly related to the
rate and timing of principal payments on or in respect of the mortgage loans,
which will in turn be affected by the amortization schedules thereof, the dates
on which Balloon Payments are due, any extension of maturity dates by the
special servicer, the rate and timing of any reimbursement of a master servicer,
the special servicer or the trustee, as applicable, out of the Certificate
Account of nonrecoverable Advances or Advances remaining unreimbursed on a
modified mortgage loan on the date of such modification (together with interest
on such Advances), and the rate and timing of Principal Prepayments 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 and purchases of mortgage loans
out of the trust.

     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 mortgage pool. In
particular, the mortgage loans in Loan Group 1 are secured primarily by
mortgaged properties other than multifamily and the mortgage loans in Loan Group
2 are secured primarily by multifamily mortgaged properties. Because principal
distributions on the Class A-1A Certificates are generally received from
collections on the mortgage loans in Loan Group 2, an adverse event with respect
to related multifamily mortgaged properties would have a substantially greater
impact on the Class A-1A Certificates than if such Class received principal
distributions from other property types as well. However, on and after any
Distribution Date on which the Certificate Balances of the Class A-M through S
Certificates have been reduced to zero, the Class A-1A Certificates will receive
principal distributions from the collections on the mortgage pool, pro rata,
with the Class A-1, Class A-2, Class A-NM, Class A-3, Class A-AB and Class A-4
Certificates. Furthermore, because the amount of principal that will be
distributed to the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4
Certificates will generally be based upon the particular Loan Group that the
related mortgage loan is deemed to be in, the yield on the Class A-1, Class A-2,
Class A-NM, Class A-3, Class A-AB and Class A-4 Certificates will be
particularly sensitive to prepayments on mortgage loans in Loan Group 1, the
yield on the Class A-1A Certificates will be particularly sensitive to
prepayments on mortgage loans in Loan Group 2. In addition, because the Class
A-NM Certificates receive all voluntary prepayments with respect to the Natick
Mall Mortgage Loan until the Certificate Balance of the


                                      S-140



Class A-NM is reduced to zero, the yield on the Class A-NM Certificates will be
particularly sensitive to voluntary prepayments with respect to the Natick Mall
Mortgage Loan.

     Although the borrower under an ARD Loan may have incentives to prepay the
ARD Loan on its Anticipated Repayment Date, there is no assurance that the
borrower will be able to prepay the ARD Loan on its Anticipated Repayment Date.
The failure of the borrower to prepay the ARD Loan on its Anticipated Repayment
Date will not be an event of default under the terms of that mortgage loan.
However, the Pooling and Servicing Agreement will require action to be taken to
enforce the trust's right to apply excess cash flow generated by the mortgaged
property to the payment of principal in accordance with the terms of the ARD
Loan documents.

     Prepayments and, assuming the respective maturity dates therefor have not
occurred, liquidations of the mortgage loans will result in distributions on the
Certificates of amounts that would otherwise be distributed over the remaining
terms of the mortgage loans and will tend to shorten the weighted average lives
of the Principal Balance Certificates. Any early termination of the trust as
described in this prospectus supplement under "Description of the Offered
Certificates--Optional Termination" will also shorten the weighted average lives
of those Certificates then outstanding. Defaults on the mortgage loans,
particularly at or near their maturity dates, may result in significant delays
in payments of principal on the mortgage loans, and, accordingly, on the
Principal Balance Certificates, while work-outs are negotiated or foreclosures
are completed, and such delays will tend to lengthen the weighted average lives
of those Certificates. See "Servicing of the Mortgage Loans--Mortgage Loan
Modifications" in this prospectus supplement.

     The extent to which the yield to maturity of any 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 in turn are distributed or otherwise
result in a reduction of the aggregate Certificate Balance or Notional Amounts
of its Class. An investor should consider, in the case of any such certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the mortgage loans could result in an actual yield to such
investor that is lower than the anticipated yield and, in the case of any
certificate purchased at a premium, the risk that a faster than anticipated rate
of principal payments on the mortgage loans could result in an actual yield to
such investor that is lower than the anticipated yield.

     In general, if an offered certificate is purchased at a discount or
premium, the earlier a payment of principal on the mortgage loans is distributed
or otherwise results in reduction of the Certificate Balance or Notional Amounts
of the related Class, the greater will be the effect on the yield to maturity of
such certificate. As a result, the effect on an investor's yield of principal
payments on the mortgage loans occurring at a rate higher, or lower than the
rate anticipated by the investor during any particular period may not be fully
offset by a subsequent like reduction, or increase, in the rate of such
principal payments. With respect to the Class A Senior Certificates and the
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class K Certificates the allocation of a portion of
collected Prepayment Premiums or Yield Maintenance Charges to the Certificates
as described in this prospectus supplement is intended to mitigate those risks;
however, such allocation, if any, may be insufficient to offset fully the
adverse effects on yield that such prepayments may have. The Prepayment Premium
or Yield Maintenance Charge payable, if any, with respect to any mortgage loan,
is required to be calculated as presented in "Appendix II - Certain
Characteristics of the Mortgage Loans."

     Because the rate of principal payments on the mortgage loans will depend on
future events and a variety of factors (as described more fully below), no
assurance can be given as to such rate or the rate of Principal Prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of mortgage loans comparable to the mortgage loans.

UNPAID DISTRIBUTABLE CERTIFICATE INTEREST

     If the portion of the Available Distribution Amount distributable in
respect of interest on any Class of Certificates on any Distribution Date is
less than the Distributable Certificate Interest Amount then payable for that
Class, the shortfall will be distributable to holders of the Class of
Certificates on subsequent Distribution Dates, to the extent of the Available
Distribution Amount. Any such shortfall (which would not include interest
shortfalls in connection with a principal prepayment accompanied by less than a
full month's interest) will bear interest at the


                                      S-141



applicable Pass-Through Rate and will adversely affect the yield to maturity of
the Class of Certificates for as long as it is outstanding.

LOSSES AND SHORTFALLS

     The yield to holders of the Offered Certificates will also depend on the
extent to which such holders are required to bear the effects of any losses or
shortfalls on the mortgage loans. Realized Losses and Expense Losses allocable
to principal will generally be applied to reduce the Certificate Balances of the
Principal Balance Certificates in the following order: first, to the Class S
Certificates and then in ascending alphabetical order of Class designation
through the Class A-J Certificates, then the Class A-M Certificates, then pro
rata among the Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class
A-AB and Class A-4 Certificates, until the remaining Certificate Balance of each
such Class has been reduced to zero. As to each of such classes, Realized Losses
and Expense Losses will reduce (i) first, the Certificate Balance of such Class
until such Certificate Balance is reduced to zero (in the case of the Principal
Balance Certificates); (ii) second, Unpaid Interest owing to such Class and
(iii) third, Distributable Certificate Interest Amounts owing to such Class.
Realized Losses and Expense Losses that reduce Distributable Certificate
Interest Amounts shall be allocated among the Class A-1 Certificates, Class A-1A
Certificates, Class A-2 Certificates, Class A-NM Certificates, Class A-3
Certificates, Class A-AB Certificates and Class A-4 Certificates, pro rata, and,
as to their interest entitlements only, the Class X-1, Class X-2 and Class X-W
Certificates based upon their outstanding Certificate Balances or accrued
interest, as the case may be. Net Aggregate Prepayment Interest Shortfalls
arising in respect of all of the mortgage loans will be borne by the holders of
each Class of Certificates, pro rata in each case reducing interest otherwise
payable thereon. Shortfalls arising from delinquencies and defaults, to the
extent the master servicer determines that P&I Advances would be nonrecoverable,
Appraisal Reductions, Expense Losses and Realized Losses generally will result
in, among other things, a shortfall in current distributions to the most
subordinate Class of Certificates outstanding.

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, payments of principal arising from repurchases of mortgage
loans (including payments of principal arising from purchases of mortgage loans
in connection with breaches of representations and warranties), prevailing
interest rates, the terms of the mortgage loans--for example, provisions
prohibiting Principal Prepayments for certain periods and/or requiring the
payment of Prepayment Premiums or Yield Maintenance Charges, due on sale and due
on encumbrance provisions, release provisions and 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 rental units or comparable commercial space, as applicable, 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" in this prospectus supplement and in the
prospectus.

     The rate of prepayment on the Mortgage Pool 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
interest rate, the related borrower has an incentive to refinance its mortgage
loan. A requirement that a prepayment be accompanied by a Prepayment Premium or
Yield Maintenance Charge may not provide a sufficient economic disincentive to
deter a borrower from refinancing at a more favorable interest rate.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell or
refinance mortgaged properties in order to realize their equity therein, to meet
cash flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws, which are subject to change, to sell
mortgaged properties prior to the exhaustion of tax depreciation benefits.

     We make no representation as to the particular factors that will affect the
rate and timing of prepayments and defaults on the mortgage loans, as to the
relative importance of such factors, as to the percentage of the principal
balance of the mortgage loans that will be prepaid or as to whether a default
will have occurred as of any date or as to the overall rate of prepayment or
default on the mortgage loans.


                                      S-142



WEIGHTED AVERAGE LIFE

     Weighted average life refers to the average amount of time from the date of
issuance of a security until each dollar of principal of such security will be
repaid to the investor. The weighted average life of any Principal Balance
Certificate will be influenced by, among other things, the rate at which
principal on the mortgage loans is paid or otherwise collected or advanced and
applied to reduce the Certificate Balance of such certificate. Furthermore,
because the amount of principal that will be distributed to the Class A-1, Class
A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB and Class A-4 Certificates
will generally be based upon the particular Loan Group that the related mortgage
loan is deemed to be in, the weighted average life on the Class A-1, Class A-2,
Class A-3, Class A-AB and Class A-4 Certificates will be particularly sensitive
to prepayments on mortgage loans in Loan Group 1, the weighted average life on
the Class A-1A Certificates will be particularly sensitive to prepayments on
mortgage loans in Loan Group 2 and the weighted average life on the Class A-NM
Certificates will be particularly sensitive to voluntary prepayments on the
Natick Mall Mortgage Loan.

     Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prepayment model used in this prospectus
supplement is the Constant Prepayment Rate or CPR model. The CPR model
represents an assumed constant rate of prepayment each month expressed as a
percentage of the then outstanding principal balance of all of the mortgage
loans. We make no representation as to the appropriateness of using the CPR
model for purposes of analyzing an investment in the Offered Certificates.

     The following tables indicate the percent of the initial Certificate
Balance of each Class of Offered Certificates after each of the dates shown and
the corresponding weighted average life of each such Class of the Certificates,
if the Mortgage Pool were to prepay at the indicated levels of CPR, and sets
forth the percentage of the initial Certificate Balance of such Certificates
that would be outstanding after each of the dates shown. The tables below have
also been prepared generally on the basis of the Structuring Assumptions.

     The mortgage loans do not have all of the characteristics of the
Structuring Assumptions. To the extent that the mortgage loans have
characteristics that differ from those assumed in preparing the tables, the
Classes of Certificates analyzed in the tables may mature earlier or later than
indicated by the tables and therefore will have a corresponding decrease or
increase in weighted average life. Additionally, mortgage loans generally do not
prepay at any constant rate. Accordingly, it is highly unlikely that the
mortgage loans will prepay in a manner consistent with the Structuring
Assumptions. Furthermore, it is unlikely that the mortgage loans will experience
no defaults or losses. In addition, variations in the actual prepayment
experience and the balance of the mortgage loans that prepay may increase or
decrease the percentages of initial Certificate Balances, and shorten or extend
the weighted average lives, shown in the following tables. These variations may
occur even if the average prepayment experience of the mortgage loans were to
equal any of the specified CPR percentages. Investors are urged to conduct their
own analyses of the rates at which the mortgage loans may be expected to prepay.

     For the purposes of each table, the weighted average life of a certificate
is determined by:

     o    multiplying the amount of each reduction in the Certificate Balance
          thereon by the number of years from the date of issuance of the
          certificate to the related Distribution Date;

     o    summing the results; and

     o    dividing the sum by the aggregate amount of the reductions in the
          Certificate Balance of such certificate.

     The characteristics of the mortgage loans differ in substantial respects
from those assumed in preparing the tables below, and the tables are presented
for illustrative purposes only. In particular, it is unlikely that the Mortgage
Pool will not experience any defaults or losses, or that the Mortgage Pool or
any mortgage loan will prepay at any constant rate. Therefore, there can be no
assurance that the mortgage loans will prepay at any particular rate.


                                      S-143



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-1 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................     86%    86%    86%    86%    86%
December 2008...................     72%    72%    72%    72%    72%
December 2009...................     54%    54%    54%    54%    54%
December 2010...................     32%    31%    31%    30%    22%
December 2011...................      0%     0%     0%     0%     0%
Weighted average life (years)...   2.99   2.97   2.95   2.93   2.89

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-1A CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%     25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................     99%    99%    99%    99%    99%
December 2008...................     98%    98%    98%    98%    98%
December 2009...................     97%    97%    97%    97%    97%
December 2010...................     96%    96%    95%    95%    94%
December 2011...................     85%    85%    85%    85%    85%
December 2012...................     84%    84%    84%    84%    84%
December 2013...................     80%    80%    80%    80%    78%
December 2014...................     75%    75%    75%    74%    73%
December 2015...................     68%    68%    68%    68%    68%
December 2016...................      0%     0%     0%     0%     0%
Weighted average life (years)...   8.61   8.58   8.57   8.54   8.35

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-2 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%     25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................      0%     0%     0%     0%     0%
Weighted average life (years)...   4.82   4.82   4.82   4.85   4.67

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-NM CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%     25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%    93%    84%    71%     0%
December 2010...................    100%    70%    42%    18%     0%
December 2011...................      0%     0%     0%     0%     0%
Weighted average life (years)...   4.84   4.34   3.89   3.46   2.82


                                     S-144



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-3 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................    100%    97%    93%    87%     0%
December 2012...................    100%    72%    44%    18%     0%
December 2013...................      0%     0%     0%     0%     0%
Weighted average life (years)...   6.58   6.16   5.83   5.50   4.97

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-AB CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................     98%    98%    98%    98%    95%
December 2012...................     78%    78%    78%    78%    75%
December 2013...................     56%    32%    15%     4%     0%
December 2014...................     33%     0%     0%     0%     0%
December 2015...................      4%     0%     0%     0%     0%
December 2016...................      0%     0%     0%     0%     0%
Weighted average life (years)...   7.22   6.66   6.45   6.35   6.17

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-4 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................    100%   100%   100%   100%   100%
December 2012...................    100%   100%   100%   100%   100%
December 2013...................    100%   100%   100%   100%   100%
December 2014...................    100%   100%    98%    98%    97%
December 2015...................    100%    96%    95%    94%    93%
December 2016...................      0%     0%     0%     0%     0%
Weighted average life (years)...   9.80   9.73   9.67   9.61   9.41


                                     S-145



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-M CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................    100%   100%   100%   100%   100%
December 2012...................    100%   100%   100%   100%   100%
December 2013...................    100%   100%   100%   100%   100%
December 2014...................    100%   100%   100%   100%   100%
December 2015...................    100%   100%   100%   100%   100%
December 2016...................      0%     0%     0%     0%     0%
Weighted average life (years)...   9.98   9.98   9.96   9.92   9.71

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-J CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%    75%   100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%   100%   100%
December 2007...................    100%   100%   100%   100%   100%
December 2008...................    100%   100%   100%   100%   100%
December 2009...................    100%   100%   100%   100%   100%
December 2010...................    100%   100%   100%   100%   100%
December 2011...................    100%   100%   100%   100%   100%
December 2012...................    100%   100%   100%   100%   100%
December 2013...................    100%   100%   100%   100%   100%
December 2014...................    100%   100%   100%   100%   100%
December 2015...................    100%   100%   100%   100%   100%
December 2016...................      0%     0%     0%     0%     0%
Weighted average life (years)...   9.98   9.98   9.98   9.98   9.75

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS B CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%    25%    50%     75%  100%
--------------------------------   ----   ----   ----   ----   ----
Closing Date....................    100%   100%   100%    100%  100%
December 2007...................    100%   100%   100%    100%  100%
December 2008...................    100%   100%   100%    100%  100%
December 2009...................    100%   100%   100%    100%  100%
December 2010...................    100%   100%   100%    100%  100%
December 2011...................    100%   100%   100%    100%  100%
December 2012...................    100%   100%   100%    100%  100%
December 2013...................    100%   100%   100%    100%  100%
December 2014...................    100%   100%   100%    100%  100%
December 2015...................    100%   100%   100%    100%  100%
December 2016...................      0%     0%     0%      0%    0%
Weighted average life (years)...   9.98   9.98   9.98    9.98  9.82


                                     S-146



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS C CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%     25%    50%    75%   100%
---------------------------------   ----   ----   ----   ----   ----
Closing Date.....................    100%   100%   100%   100%   100%
December 2007....................    100%   100%   100%   100%   100%
December 2008....................    100%   100%   100%   100%   100%
December 2009....................    100%   100%   100%   100%   100%
December 2010....................    100%   100%   100%   100%   100%
December 2011....................    100%   100%   100%   100%   100%
December 2012....................    100%   100%   100%   100%   100%
December 2013....................    100%   100%   100%   100%   100%
December 2014....................    100%   100%   100%   100%   100%
December 2015....................    100%   100%   100%   100%   100%
December 2016....................      0%     0%     0%     0%     0%
Weighted average life (years)....   9.98   9.98   9.98   9.98   9.82

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS D CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%     25%    50%    75%   100%
---------------------------------   ----   ----   ----   ----   ----
Closing Date.....................    100%   100%   100%   100%   100%
December 2007....................    100%   100%   100%   100%   100%
December 2008....................    100%   100%   100%   100%   100%
December 2009....................    100%   100%   100%   100%   100%
December 2010....................    100%   100%   100%   100%   100%
December 2011....................    100%   100%   100%   100%   100%
December 2012....................    100%   100%   100%   100%   100%
December 2013....................    100%   100%   100%   100%   100%
December 2014....................    100%   100%   100%   100%   100%
December 2015....................    100%   100%   100%   100%   100%
December 2016....................      0%     0%     0%     0%     0%
Weighted average life (years)....   9.98   9.98   9.98   9.98   9.82

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS E CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%     25%    50%    75%   100%
---------------------------------   ----   ----   ----   ----   ----
Closing Date.....................    100%   100%   100%   100%   100%
December 2007....................    100%   100%   100%   100%   100%
December 2008....................    100%   100%   100%   100%   100%
December 2009....................    100%   100%   100%   100%   100%
December 2010....................    100%   100%   100%   100%   100%
December 2011....................    100%   100%   100%   100%   100%
December 2012....................    100%   100%   100%   100%   100%
December 2013....................    100%   100%   100%   100%   100%
December 2014....................    100%   100%   100%   100%   100%
December 2015....................    100%   100%   100%   100%   100%
December 2016....................      0%     0%     0%     0%     0%
Weighted average life (years)....   9.98   9.98   9.98   9.98   9.82


                                      S-147



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS F CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                    0%     25%    50%    75%   100%
---------------------------------   ----   ----   ----   ----   ----
Closing Date.....................    100%   100%   100%   100%   100%
December 2007....................    100%   100%   100%   100%   100%
December 2008....................    100%   100%   100%   100%   100%
December 2009....................    100%   100%   100%   100%   100%
December 2010....................    100%   100%   100%   100%   100%
December 2011....................    100%   100%   100%   100%   100%
December 2012....................    100%   100%   100%   100%   100%
December 2013....................    100%   100%   100%   100%   100%
December 2014....................    100%   100%   100%   100%   100%
December 2015....................    100%   100%   100%   100%   100%
December 2016....................      0%     0%     0%     0%     0%
Weighted average life (years)....   9.98   9.98   9.98   9.98   9.82


                                      S-148



                        DESCRIPTION OF THE MORTGAGE POOL

     GENERAL

     The Mortgage Pool will consist of 269 fixed-rate, first lien mortgage loans
with an aggregate Cut-off Date Balance of $2,730,307,529, subject to a permitted
variance of plus or minus 5%. The Cut-off Date Balances of the mortgage loans
range from $609,429 to $250,000,000, and the mortgage loans are assumed to have
an average Cut-off Date Balance of $10,149,842.

     For purposes of calculating distributions on certain Classes of
Certificates, the mortgage loans in the pool of mortgage loans backing the
Offered Certificates will be divided into Loan Group 1 and Loan Group 2.

     Loan Group 1 will consist of all of the mortgage loans that are secured by
property types other than multifamily properties, together with 3 mortgage loans
that are secured by multifamily properties, 8 mortgage loans that are secured by
mixed use properties and 3 mortgage loans that are secured by manufactured
housing community properties. Loan Group 1 will consist of 192 mortgage loans,
with an Initial Loan Group 1 Balance of $2,199,957,885, subject to a permitted
variance of plus or minus 5%. Loan Group 1 represents approximately 80.6% of the
Initial Pool Balance.

     Loan Group 2 will consist of 72 of the mortgage loans that are secured by
multifamily properties, 4 mortgage loans that are secured by manufactured
housing community properties and 1 mortgage loan that is secured by a mixed use
property and has an Initial Loan Group 2 Balance of $530,349,644, subject to a
permitted variance of plus or minus 5%. Loan Group 2 represents approximately
19.4% of the Initial Pool Balance and approximately 82.8% of the principal
balance of all the mortgage loans secured by multifamily properties and
manufactured housing community properties.

     The Cut-off Date Balances of the mortgage loans in Loan Group 1 range from
$950,000 to $250,000,000 and the mortgage loans in Loan Group 1 are assumed to
have an average Cut-off Date Balance of $11,458,114. The Cut-off Date Balances
of the mortgage loans in Loan Group 2 range from $609,429 to $49,000,000 and the
mortgage loans in Loan Group 2 are assumed to have an average Cut-off Date
Balance of $6,887,658.

     Generally, for purposes of the presentation of Mortgage Pool information in
this prospectus supplement, multiple mortgaged properties securing a single
mortgage loan have been treated as multiple cross-collateralized and
cross-defaulted mortgage loans, each secured by one of the related mortgaged
properties and each having a principal balance in an amount equal to an
allocated portion of the aggregate indebtedness represented by such obligation.
In addition, for purposes of the presentation of Mortgage Pool information in
this prospectus supplement, certain multiple mortgaged properties securing a
single mortgage loan were treated as a single mortgaged property if, generally,
such mortgaged properties were in close proximity to each other and economically
dependent upon each other in order to provide sufficient income to pay debt
service on the related mortgage loan. All numerical information concerning the
mortgage loans contained in this prospectus supplement is approximate.

     A description of the underwriting standards for each of Morgan Stanley
Mortgage Capital Inc., LaSalle Bank National Association and Prudential Mortgage
Capital Funding, LLC is set forth in this prospectus supplement under "The
Sponsors, Mortgage Loan Sellers and Originators--Morgan Stanley Mortgage Capital
Inc.--Underwriting Standards," "--LaSalle Bank National
Association--Underwriting Standards" and "--Prudential Mortgage Capital Funding,
LLC--Underwriting Standards," respectively.

     The mortgage loans included in this transaction were selected for this
transaction from mortgage loans specifically originated for securitizations of
this type by the Sponsors taking into account Rating Agency criteria and
anticipated feedback, anticipated subordinate investor feedback, property type
and geographic location.

     The mortgage loans were originated between December 22, 1995 and December
6, 2006. As of the Cut-off Date, none of the mortgage loans will be 30 days or
more delinquent, or had been 30 days or more delinquent during the 12 calendar
months preceding the Cut-off Date. Brief summaries of the material terms of the
mortgage loans associated with the 10 largest loans in the Mortgage Pool are
contained in Appendix IV attached.


                                      S-149



     313 mortgaged properties, securing mortgage loans representing 99.1% of the
Initial Pool Balance (which include 224 mortgaged properties in Loan Group 1,
securing mortgage loans representing 98.9% of the Initial Loan Group 1 Balance
and 89 mortgaged properties in Loan Group 2, securing mortgage loans
representing 100.0% of the Initial Loan Group 2 Balance), are subject to a
mortgage, deed of trust or similar security instrument that creates a first
mortgage lien on a fee simple estate in such mortgaged properties. 4 mortgaged
properties, securing mortgage loans representing 0.9% of the Initial Pool
Balance (and representing 1.1% of the Initial Loan Group 1 Balance), are subject
to a mortgage, deed of trust or similar security instrument that creates a first
mortgage lien on a leasehold interest in such mortgaged properties.

     On the Closing Date, we will acquire the mortgage loans from the mortgage
loan sellers, in each case pursuant to a Mortgage Loan Purchase Agreement to be
entered into between us and the particular mortgage loan seller. We will then
transfer the mortgage loans, without recourse, to the trustee for the benefit of
the Certificateholders. See "--Sale of the Mortgage Loans" below.

MATERIAL TERMS AND CHARACTERISTICS OF THE MORTGAGE LOANS

     Mortgage Rates; Calculations of Interest

     The mortgage loans bear interest at mortgage rates that will remain fixed
for their entire terms. Other than the ARD Loans, no mortgage loan permits
negative amortization or the deferral of accrued interest. 241 mortgage loans,
representing 94.7% of the Initial Pool Balance accrue interest on the basis of
the actual number of days elapsed each month in a 360-day year. 28 of the
mortgage loans, representing 5.3% of the Initial Pool Balance, accrue interest
on the basis of a 360-day year consisting of twelve 30-day months.

     Property Types

     The mortgage loans consist of the following property types:

     o    Office - 53 of the mortgaged properties, which secure 28.0% of the
          Initial Pool Balance, are office properties;

     o    Multifamily - 87 of the mortgaged properties, which secure 22.1% of
          the Initial Pool Balance, are multifamily properties;

     o    Retail - 75 of the mortgaged properties, which secure 21.3% of the
          Initial Pool Balance, are retail properties;

     o    Industrial - 40 of the mortgaged properties, which secure 12.1% of the
          Initial Pool Balance, are industrial properties;

     o    Hospitality - 24 of the mortgaged properties, which secure 10.5% of
          the Initial Pool Balance, are hospitality properties;

     o    Mixed Use- 9 of the mortgaged properties, which secure 2.8% of the
          Initial Pool Balance, are mixed use properties;

     o    Self Storage- 22 of the mortgaged properties, which secure 2.2% of the
          Initial Pool Balance, are self storage properties; and

     o    Manufactured Housing Community - 7 of the mortgaged properties, which
          secures 1.0% of the Initial Pool Balance, are manufactured housing
          community properties.

     For information regarding the property types in Loan Group 1 or Loan Group
2, see Appendix I to this prospectus supplement.


                                      S-150



     Property Location

     The following 5 states contain the largest concentrations of mortgaged
properties securing the mortgage loans: California, Massachusetts, Florida,
Illinois, Pennsylvania and Virginia:

     o    61 mortgaged properties, representing security for 17.4% of the
          Initial Pool Balance, are located in California;

     o    2 mortgaged properties, representing security for 8.5% of the Initial
          Pool Balance, are located in Massachusetts;

     o    29 mortgaged properties, representing security for 8.3% of the Initial
          Pool Balance, are located in Florida;

     o    10 mortgaged properties, representing security for 7.0% of the Initial
          Pool Balance, are located in Illinois;

     o    6 mortgaged properties, representing security for 6.3% of the Initial
          Pool Balance, are located in Pennsylvania; and

     o    16 mortgaged properties, representing security for 5.6% of the Initial
          Pool Balance, are located in Virginia.

     For information regarding the location of the properties securing the
mortgage loans included in Loan Group 1 and Loan Group 2, see Appendix I to this
prospectus supplement.

     Due Dates

     257 of the mortgage loans, representing 83.0% of the Initial Pool Balance
(which include 188 mortgage loans in Loan Group 1, representing 80.4% of the
Initial Loan Group 1 Balance, and 69 mortgage loans in Loan Group 2,
representing 93.9% of the Initial Loan Group 2 Balance), have Due Dates between
the first and the fifth day of each calendar month. 12 of the mortgage loans,
representing 17.0% of the Initial Pool Balance, 4 of which are in Loan Group 1,
representing 19.6% of the Initial Loan Group 1 Balance and 8 of which are in
Loan Group 2, representing 6.1% of the Loan Group 2 Balance, have Due Dates
between the sixth and tenth day of each calendar month.

     218 of the mortgage loans, representing 89.6% of the Initial Pool Balance
(which include 172 mortgage loans in Loan Group 1, representing 94.2% of the
Initial Loan Group 1 Balance, and 46 mortgage loans in Loan Group 2,
representing 70.7% of the Initial Loan Group 2 Balance), have grace periods of
between zero and five days. 1 of the mortgage loans, representing 0.4% of the
Initial Pool Balance (which is in Loan Group 1, representing 0.5% of the Initial
Loan Group 1 Balance), has a grace period of 6 days. 7 of the mortgage loans,
representing 3.0% of the Initial Pool Balance (which include 6 mortgage loans in
Loan Group 1, representing 3.6% of the Initial Loan Group 1 Balance, and 1
mortgage loan in Loan Group 2, representing 0.5% of the Initial Loan Group 2
Balance), have a grace period of 7 days. 41 of the mortgage loans, representing
6.6% of the Initial Pool Balance (which include 12 mortgage loans in Loan Group
1, representing 1.4% of the Initial Loan Group 1 Balance, and 29 mortgage loans
in Loan Group 2, representing 28.2% of the Initial Loan Group 2 Balance), have a
grace period of 10 days. 2 of the mortgage loans, representing 0.3% of the
Initial Pool Balance (which includes 1 mortgage loan in Loan Group 1,
representing 0.3% of the Initial Loan Group 1 Balance, and 1 mortgage loan in
Loan Group 2, representing 0.5% of the Initial Loan Group 2 Balance), have a
grace period of 15 days.

     Amortization

     The mortgage loans have the following amortization features:

     o    268 of the mortgage loans, representing 99.9% of the Initial Pool
          Balance (which include 192 mortgage loans in Loan Group 1,
          representing 100.0% of the Initial Loan Group 1 Balance, and 76
          mortgage loans in Loan Group 2, representing 99.5% of the Initial Loan
          Group 2 Balance), are Balloon Loans. 6 of these mortgage loans,
          representing 2.3% of the Initial Pool Balance (and representing 2.9%
          of the Initial Loan Group 1 Balance), are ARD Loans. The amount of the
          Balloon Payments on those mortgage loans that accrue interest on a
          basis other than a 360-day year consisting of twelve 30-day months
          will be greater, and the actual amortization terms will be longer,
          than would be the case if such mortgage loans accrued interest


                                      S-151



          on such basis as a result of the application of interest and principal
          on such mortgage loans over time. See "Risk Factors."

     o    The remaining 1 mortgage loan, representing 0.1% of the Initial Pool
          Balance (representing 0.5% of the Initial Loan Group 2 Balance), is
          fully or substantially amortizing and is expected to have less than
          5.0% of their original principal balances remaining as of their
          respective maturity dates.

     Prepayment Restrictions

     As of the Cut-off Date, each of the mortgage loans restrict voluntary
principal prepayments in one of the following ways:

     o    204 mortgage loans, representing 85.5% of the initial outstanding pool
          balance (which include 162 mortgage loans in loan group 1,
          representing 89.6% of the initial outstanding loan group 1 balance,
          and 42 mortgage loans in loan group 2, representing 68.6% of the
          initial outstanding loan group 2 balance), prohibit voluntary
          principal prepayments during a lockout period, but permit the related
          borrower, after an initial period of at least 2 years following the
          date of issuance of the Certificates, to defease the mortgage loan by
          pledging to the trust "government securities" as defined in the
          Investment Company Act of 1940, subject to rating agency approval, and
          obtaining the release of the mortgaged property from the lien of the
          mortgage.

     o    55 mortgage loans, representing 11.1% of the initial outstanding pool
          balance (which include 26 mortgage loans in loan group 1, representing
          7.8% of the initial outstanding loan group 1 balance, and 29 mortgage
          loans in loan group 2, representing 24.8% of the initial outstanding
          loan group 2 balance), prohibit voluntary principal prepayments during
          a lockout period, and following the lockout period permit principal
          prepayment if accompanied by a prepayment premium calculated as the
          greater of a yield maintenance formula and 1% of the amount prepaid.

     o    1 mortgage loan, representing 1.4% of the initial outstanding pool
          balance (and representing 1.7% of the initial outstanding loan group 1
          balance), has no lockout period and the mortgage loan permits
          voluntary principal prepayments at any time, for a certain period of
          time, if accompanied by a prepayment premium calculated as the greater
          of a yield maintenance formula and 1% of the amount prepaid, and
          following the yield maintenance period provides for a prepayment
          premium or yield maintenance charge calculated on the basis of the
          greater of a yield maintenance formula and 1.0% of the amount prepaid,
          and also permits the related borrower, after an initial period of at
          least 2 years following the date of the issuance of the Certificates,
          to defease the mortgage loan by pledging to the trust "government
          securities" as defined in the Investment Company Act of 1940 and
          obtaining the release of the mortgaged property from the lien of the
          mortgage, and then permits voluntary principal prepayments at any
          time, for a certain period of time, if accompanied by a prepayment
          premium equal to 2.0% of the amount prepaid of the loan, and then
          permits voluntary principal prepayments at any time, for a certain
          period of time, if accompanied by a prepayment premium equal to 1.0%
          of the amount prepaid of the loan.

     o    2 mortgage loans representing 0.5% of the initial outstanding pool
          balance (and representing 0.6% of the initial outstanding loan group 1
          balance), prohibit voluntary principal prepayments during a lockout
          period, and following the lockout period provide for a prepayment
          premium or yield maintenance charge calculated on the basis of the
          greater of a yield maintenance formula and 1.0% of the amount prepaid,
          and also permit the related borrower, after an initial period of at
          least 2 years following the date of the issuance of the Certificates,
          to defease the mortgage loan by pledging to the trust "government
          securities" as defined in the Investment Company Act of 1940 and
          obtaining the release of the mortgaged property from the lien of the
          mortgage.

     o    1 mortgage loan representing 0.4% of the initial outstanding pool
          balance (and representing 2% of the initial outstanding loan group 2
          balance), prohibits voluntary principal prepayments during a lockout
          period, and following the lockout period permits the related borrower,
          after an initial period of at least 2 years following the date of the
          issuance of the Certificates, to defease the mortgage loan by pledging
          to the trust "government securities" as defined in the Investment
          Company Act of 1940 and obtaining the release of the mortgaged
          property from the lien of the mortgage, and following the defeasance
          period provides for


                                      S-152



          a prepayment premium or yield maintenance charge calculated on the
          basis of the greater of a yield maintenance formula and 1.0% of the
          amount prepaid, and also permits the related borrower, to defease the
          mortgage loan by pledging to the trust "government securities" as
          defined in the Investment Company Act of 1940 and obtaining the
          release of the mortgaged property from the lien of the mortgage.

     o    1 mortgage loan representing 0.3% of the initial outstanding pool
          balance (and representing 0.3% of the initial outstanding loan group 1
          balance), prohibits voluntary principal prepayments during a lockout
          period, and following the lockout period permits principal prepayment
          if accompanied by a prepayment premium calculated as the greater of a
          yield maintenance formula and 1% of the amount prepaid, and following
          the yield maintenance period permits voluntary principal prepayments,
          for a certain period of time, if accompanied by a prepayment premium
          equal to 2.0% of the amount prepaid of the loan, and then permits
          voluntary principal prepayments, for a certain period of time, if
          accompanied by a prepayment premium equal to 1.0% of the amount
          prepaid of the loan.

     o    2 mortgage loans, representing 0.3% of the initial outstanding pool
          balance (and representing 1.3% of the initial outstanding loan group 2
          balance), prohibit voluntary principal prepayments during a lockout
          period, and following the lockout period permit principal prepayment
          if accompanied by a prepayment premium calculated as the greater of a
          yield maintenance formula and 2% of the amount prepaid.

     o    1 mortgage loan, representing 0.3% of the initial outstanding pool
          balance (and representing 1.3% of the initial outstanding loan group 2
          balance), prohibits voluntary principal prepayments during a lockout
          period, and following the lockout period permits the related borrower,
          after an initial period of at least 2 years following the date of the
          issuance of the Certificates, to defease the mortgage loan by pledging
          to the trust "government securities" as defined in the Investment
          Company Act of 1940 and obtaining the release of the mortgaged
          property from the lien of the mortgage, and following the defeasance
          period permits voluntary principal repayment if accompanied by a
          prepayment premium equal to 1% of the amount prepaid.

     o    1 mortgage loan, representing 0.2% of the initial outstanding pool
          balance (and representing 1.3% of the initial outstanding loan group 2
          balance), prohibits voluntary principal prepayments during a lockout
          period, and following the lockout period permits principal prepayment
          if accompanied by a prepayment premium calculated based on a yield
          maintenance formula.

     o    1 mortgage loan, representing 0.1% of the initial outstanding pool
          balance (and representing 0.7% of the initial outstanding loan group 2
          balance), has no lockout period and the mortgage loan permits
          voluntary principal prepayments at any time, for a certain period of
          time, if accompanied by a prepayment premium calculated as the greater
          of a yield maintenance formula and 1% of the amount prepaid.

     With respect to the prepayment and defeasance provisions set forth above,
certain of the mortgage loans also include provisions described below:

     o    1 mortgage loan, representing 9.2% of the initial outstanding pool
          balance (and representing 11.4% of the initial outstanding loan group
          1 balance), permits the release of a portion of the collateral
          securing such mortgage loan upon the satisfaction of certain
          conditions, including, but not limited to, the defeasance of an amount
          equal to 115% of the allocated loan amount of the released parcel if
          certain conditions are met.

     o    1 mortgage loan, representing 1% of the initial outstanding pool
          balance (and representing 1.3% of the initial outstanding group 1
          balance), is secured by three parcels and permits the release of one
          of the three parcels upon the satisfaction of certain conditions,
          including, but not limited to, the defeasance of 100% of the loan
          amount allocated to the released parcel.

     o    1 mortgage loan, representing approximately 0.9% of the initial
          outstanding pool balance (and 1.1% of the initial outstanding loan
          group 1 balance), is secured by multiple mortgaged properties and
          permits the release, up to two times, after the applicable lock-out
          period and prior to December 5, 2015, of any of the mortgaged
          properties from the lien of the mortgage through either partial
          defeasance or partial prepayment. The release price with respect to an
          individual property will be an amount equal to (i) the greater of (x)
          110% of the allocated loan amount of such property and (y) an amount
          such that after giving effect to such


                                      S-153



          partial defeasance or partial prepayment, the debt service coverage
          ratio with respect to the remaining properties is not less than 1.40x
          and the loan-to-value ratio of the remaining properties is not greater
          than 70%, and (ii) in connection with a partial prepayment, a
          prepayment premium calculated at the greater of a yield maintenance
          formula and 1% of the amount prepaid.

     o    1 mortgage loan, representing 0.7% of the initial outstanding pool
          balance (and representing 0.9% of the initial outstanding loan group 1
          balance), is secured by multiple mortgaged properties and permits the
          release of 2 mortgaged properties commonly known as 132 Spokane
          Street, Seattle or 2901 Bridgeport Way, University Place, or both
          properties from the lien of the mortgage after the applicable lockout
          period upon the satisfaction of certain conditions, including, but not
          limited to, the defeasance of an amount equal to 120% of the allocated
          loan amount of the mortgaged property or properties being released if
          the borrower cannot substitute the particular property.

     o    1 mortgage loan, representing 0.7% of the initial outstanding pool
          balance (and representing 0.8% of the initial outstanding loan group 1
          balance), permits the release of a portion of the collateral securing
          such mortgage loan upon defeasance of an amount equal to 120% of the
          allocated loan amount of the released parcel if certain conditions are
          met.

     o    2 mortgage loans, representing 0.5% of the initial outstanding pool
          balance (and representing 0.6% of the initial outstanding loan group 1
          balance), permit the release of a portion of the collateral securing
          the related mortgage loan if certain conditions are met, including the
          prepayment of 115% of the outstanding principal balance allocated to
          the released portion of the related mortgaged property accompanied by
          a prepayment premium calculated as the greater of a yield maintenance
          formula and 1% of the amount prepaid.

     o    1 mortgage loan, representing 0.4% of the initial outstanding pool
          balance (and representing 2% of the initial outstanding loan group 2
          balance), permits the release of a portion of the collateral securing
          such mortgage loan upon the satisfaction of certain conditions,
          including, but not limited to, the defeasance of an amount equal to
          115% of the allocated loan amount of the released parcel.

     o    1 mortgage loan, representing 0.3% of the initial outstanding pool
          balance (and representing 1.8% of the initial outstanding group 2
          balance), permits the release of a portion of the collateral securing
          such mortgage loan upon the satisfaction of certain conditions,
          including, but not limited to, the defeasance of an amount equal to
          125% of the allocated loan amount of the released parcel.

     o    2 mortgage loans, representing 0.3% of the initial outstanding pool
          balance (and representing 0.4% of the initial outstanding group 1
          balance), permit a partial release of the property upon the
          satisfaction of certain conditions, including, but not limited to, the
          defeasance of an amount equal to 100% of the allocated loan amount and
          the borrower transfers cash collateral in an amount equal to 25% of
          the allocated loan amount.

     o    2 mortgage loans, representing 0.3% of the initial outstanding pool
          balance (which includes 1 mortgage loan in loan group 1, representing
          0.2% of the initial outstanding loan group 1 balance, and 1 mortgage
          loan in loan group 2, representing 0.4% of the initial outstanding
          loan group 2 balance), permit the release of a portion of the
          collateral securing such mortgage loans upon the satisfaction of
          certain conditions, including, but not limited to, the defeasance of
          an amount equal to 125% of the allocated loan amount of the released
          parcel if certain conditions are met.

     In addition, certain mortgage loans that are cross-collateralized and
cross-defaulted with other mortgage loans permit the related borrower to prepay
one or more of the related mortgage loans and/or release the
cross-collateralization with respect to the related mortgaged property or
properties, subject to the satisfaction of certain conditions.

     Certain mortgage loans (typically secured by two or more mortgaged
properties) also permit the substitution of a mortgaged property, subject to the
satisfaction of various conditions.

     In addition, certain mortgage loans provide for the free release of
outparcels or other portions of the related mortgaged property which were given
no value or minimal value in the underwriting process. Certain mortgage


                                      S-154



loans (typically secured by two or more mortgaged properties) also permit the
substitution of a mortgaged property, subject to satisfaction of various
conditions.

     Notwithstanding the above, the mortgage loans generally provide that the
related borrower may prepay the mortgage loan without prepayment premium or
defeasance requirements commencing 1 to 7 (except for 6 mortgage loans,
representing 10.4% of the Initial Pool Balance, which permit such prepayments
commencing 12, 13, 13, 25, 61 and 61, respectively) payment dates prior to and
including the maturity date or the anticipated repayment date.

     See the footnotes to Appendix II of this prospectus supplement for more
details concerning certain of the foregoing provisions.

     Non-Recourse Obligations

     The mortgage loans are generally non-recourse obligations of the related
borrowers and, upon any such borrower's default in the payment of any amount due
under the related mortgage loan, the holder of a non-recourse mortgage loan may
look only to the related mortgaged property for satisfaction of the borrower's
obligations. In those cases where the loan documents permit recourse to the
borrower or a guarantor for some or all of the amounts due under such mortgage
loan, we have not evaluated the financial condition of any such person, and
prospective investors should thus consider all of the mortgage loans to be
non-recourse. None of the mortgage loans is insured or guaranteed by any
mortgage loan seller or any of their affiliates, the United States, any
government entity or instrumentality, mortgage insurer or any other person.

     "Due-on-Sale" and "Due-on-Encumbrance" Provisions

     The mortgages generally contain due-on-sale and due-on-encumbrance clauses
that permit the holder of the mortgage to accelerate the maturity of the related
mortgage loan (or any Serviced Loan Group, as applicable) if the borrower sells
or otherwise transfers or encumbers the related mortgaged property or that
prohibit the borrower from doing so without the consent of the holder of the
mortgage. However, the mortgage loans (or any Serviced Loan Group, as
applicable) generally permit transfers of the related mortgaged property,
subject to reasonable approval of the proposed transferee by the holder of the
mortgage, payment of an assumption fee, which may be waived by the applicable
master servicer or the special servicer, as the case may be, or, if collected,
will be paid to such master servicer or the special servicer as additional
servicing compensation, and certain other conditions.

     In addition, some of the mortgage loans (or any Serviced Loan Group, as
applicable) permit the borrower to transfer the related mortgaged property or
interests in the borrower to an affiliate or subsidiary of the borrower, or an
entity of which the borrower is the controlling beneficial owner, transfer the
related mortgaged property to specified entities or types of entities, issue new
ownership interests in the borrower or transfer certain ownership interests in
the borrower, upon the satisfaction of certain limited conditions set forth in
the applicable mortgage loan documents and/or as determined by the applicable
master servicer. The mortgage loans sold to the trust by Massachusetts Mutual
Life Insurance Company generally permit the limited partner of the related
borrower to become the general partner in accordance with the terms of the
related partnership agreement. The applicable master servicer or the special
servicer, as the case may be, will determine, in a manner consistent with the
Servicing Standard, whether to exercise any right it may have under any such
clause to accelerate payment of the related mortgage loan (or any Serviced Loan
Group, as applicable) upon, or to withhold its consent to, any transfer or
further encumbrance of the related mortgaged property in accordance with the
Pooling and Servicing Agreement.

     Subordinate and Other Financing

     Except as set forth below, each of the mortgage loan sellers will represent
that, to its knowledge, none of the other mortgaged properties secure any loans
that are subordinate to the related mortgage loan unless such other loans are
included in the trust. However, the mortgage loan sellers generally have not
obtained updated title reports or otherwise taken steps to confirm that no such
additional secured subordinate financing exists.

     The mortgaged property securing the Natick Mall Mortgage Loan (identified
in Appendix II to this prospectus supplement as Mortgage Loan No. 25),
representing 8.2% of the Initial Pool Balance, currently secures a subordinate B
note and a subordinate C note. The subordinate B note and the subordinate C note
that are secured by the mortgaged property related to such mortgage loan are not
included in the trust.


                                      S-155



     The borrower under Mortgage Loan No. 162, Stoneybrook Apartments,
representing 0.2% of the initial outstanding pool balance, representing 1.0% of
the initial outstanding loan group 2 balance, has incurred a limited amount of
indebtedness from a local redevelopment agency, and that indebtedness is secured
by the related mortgaged property. Such indebtedness is subordinate to the
related mortgaged loan by the terms of a subordination agreement.

     The mortgaged property securing the Jones Road Shopping Center Mortgage
Loan (identified in Appendix II to this prospectus supplement as Mortgage Loan
No. 197), representing 0.2% of the Initial Pool Balance, currently secures a
subordinate B note. The subordinate B note that is secured by the mortgaged
property related to such mortgage loan is not included in the trust.

     Each of the mortgaged properties securing the LaSalle Senior Mortgage Loans
(identified in Appendix II to this prospectus supplement as Mortgage Loan No.
105, No. 108, No. 116, No. 158, No. 176 and No. 297), representing, in the
aggregate, 1.4% of the Initial Pool Balance, currently secures a subordinate B
note. Each subordinate B note that is secured by the mortgaged property related
to such mortgage loan is not included in the trust. The mortgaged properties
securing Mortgage Loan No. 105, 108 and 116, which represent, in the aggregate,
0.9% of the outstanding pool balance, also have mezzanine debt in place.

     The mortgaged property securing the North Oaks Apartments (identified in
Appendix II to this prospectus supplement as Mortgage Loan No. 115),
representing 0.3% of the Initial Pool Balance, currently secures two municipal
bonds.

     The borrowers under 2 of the mortgage loans that are secured by low income
multifamily housing, representing 0.5% of the Initial Pool Balance (and
representing 2.4% of the Initial Loan Group 2 Balance), have incurred a limited
amount of indebtedness from local housing administration agencies or social
welfare organizations, such indebtedness is secured by the related mortgaged
property. Each of such indebtedness is subordinate to the related mortgage loan
either by its terms or by a subordination agreement.

     In general, the mortgage loans permit or do not prohibit additional
financing that is not secured by the mortgaged property including, but not
limited to, trade payables and indebtedness secured by equipment or other
personal property located at the mortgaged property and/or permit or do not
prohibit the owners or the constituent members of the borrower to incur
indebtedness, including financings secured by a pledge of their interests in the
borrower. In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents may be permitted to incur
additional financing that is not secured by the mortgaged property. The
organizational documents for the borrowers under certain mortgage loans in the
trust (including all of the mortgage loans in the trust sold to the Depositor by
Massachusetts Mutual Life Insurance Company) do not require the borrowers to be
special purpose entities.

     In addition to the 3 mortgage loans mentioned above which have both
additional secured debt and mezzanine debt in place, 2 mortgage loans,
representing 4.3% of the Initial Pool Balance (representing 5.3% of the Initial
Loan Group 1 Balance) have mezzanine debt currently in place.

     23 mortgage loans, representing 26.8% of the Initial Pool Balance (which
include 19 mortgage loans in Loan Group 1, representing 31.2% of the Initial
Loan Group 1 Balance, and 4 mortgage loans in Loan Group 2, representing 8.6% of
the Initial Loan Group 2 Balance), permit future mezzanine debt to be incurred
upon the satisfaction of certain conditions.

     14 mortgage loans, representing 15.0% of the Initial Pool Balance (which
include 5 mortgage loans in Loan Group 1, representing 15.8% of the Initial Loan
Group 1 Balance, and 9 mortgage loans in Loan Group 2, representing 11.7% of the
Initial Loan Group 2 Balance), have either subordinate secured debt or mezzanine
debt currently in place. In the case of some or all of the mortgage loans with
existing subordinate or mezzanine debt, the holder of the subordinate or
mezzanine loan has the right to cure certain defaults occurring on the mortgage
loan and/or the right to purchase the mortgage loan from the trust if certain
defaults on the mortgage loan 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. Such
purchase price generally does not include a yield maintenance premium or
prepayment premium. Accordingly, such purchase (if made prior to the maturity
date or anticipated repayment date) will have the effect of a prepayment made
without payment of a yield maintenance premium or


                                      S-156



prepayment premium. The specific rights of the related subordinate or mezzanine
lender with respect to any future subordinate or mezzanine debt will be
specified in the related intercreditor agreement and may include rights
substantially similar to the cure and repurchase rights described in the
preceding sentence.

     For further information with respect to subordinate debt, mezzanine debt
and other financing, see Appendix II.

     Because certain mortgage loans permit a third party to hold debt secured by
a pledge of an equity interest in the related borrower, neither the mortgage
loan sellers nor the Depositor will make any representations as to whether a
third party holds debt secured by a pledge of an equity interest in a related
borrower. See "Legal Aspects Of The Mortgage Loans And The Leases--Subordinate
Financing" in the prospectus and "Risk Factors--A Borrower's Other Loans May
Reduce The Cash Flow Available To The Mortgaged Property Which May Adversely
Affect Payment On Your Certificates" in this prospectus supplement.

     Generally all of the mortgage loans also permit the related borrower to
incur other unsecured indebtedness, including but not limited to trade payables,
in the ordinary course of business and to incur indebtedness secured by
equipment or other personal property located at the mortgaged property.

     Loan Purpose

     103 of the mortgage loans we intend to include in the Trust, representing
32.8% of the Initial Pool Balance (which include 64 mortgage loans in Loan Group
1, representing 29.7% of the Initial Loan Group 1 Balance, and 39 mortgage loans
in Loan Group 2, representing 45.8% of the Initial Loan Group 2 Balance), were
originated in connection with the borrower's acquisition of the mortgaged
property that secures such mortgage loan; 164 of the mortgage loans,
representing 66.4% of the Initial Pool Balance (which include 126 mortgage loans
in Loan Group 1, representing 69.3% of the Initial Loan Group 1 Balance, and 38
mortgage loans in Loan Group 2, representing 54.2% of the Initial Loan Group 2
Balance), were originated in connection with the borrower's refinancing of a
previous mortgage loan. 2 mortgage loans, representing 0.8% of the Initial Pool
Balance (which are in Loan Group 1, representing 1.0% of the Initial Loan Group
1 Balance), were originated in connection with initial financings by the related
borrower on the related mortgaged property.

     Additional Collateral

     Certain of the mortgage loans have additional collateral in the form of
reserves under which monies disbursed by the originating lender or letters of
credit are reserved for specified periods which are to be released only upon the
satisfaction of certain conditions by the borrower. If the borrowers do not
satisfy conditions for release of the monies or letters of credit by the outside
release date, such monies or letters of credit may be applied to partially repay
the related mortgage loan, or may be held by the lender as additional security
for the mortgage loans. In addition, some of the other mortgage loans provide
for reserves for items such as deferred maintenance, environmental remediation,
debt service, tenant improvements and leasing commissions and capital
improvements. For further information with respect to additional collateral, see
Appendix II.

     The ARD Loans

     6 mortgage loans, representing 2.3% of the Initial Pool Balance (and
representing 2.9% of the Initial Loan Group 1 Balance), provide that if the
related borrower has not prepaid such mortgage loan in full on or before its
Anticipated Repayment Date, any principal outstanding on that date will
thereafter amortize more rapidly and accrue interest at the Revised Rate for
that mortgage loan rather than at the Initial Rate. In addition, funds on
deposit in lockbox accounts relating to the ARD Loan in excess of amounts needed
to pay property operating expenses and reserves will be applied to repayment of
the applicable mortgage loan resulting in a more rapid amortization.

     Cash Management Agreements/Lockboxes

     36 of the mortgage loans, representing 50.2% of the Initial Pool Balance
(which include 33 mortgage loans in Loan Group 1, representing 60.0% of the
Initial Loan Group 1 Balance, and 3 mortgage loans in Loan Group 2, representing
9.4% of the Initial Loan Group 2 Balance), generally provided that rents, credit
card receipts, accounts receivables payments and other income derived from the
related mortgaged properties will be subject to a cash management/lockbox
arrangement.


                                      S-157



     Appendix II to this prospectus supplement sets forth (among other things)
the type of provisions (if any) for the establishment of a lockbox under the
terms of each mortgage loan. The following paragraphs describe each type of
provision:

     o    Hard. The related borrower is required to instruct the tenants and
          other payors to pay all rents and other revenue directly to an account
          controlled by the lockbox bank, which in general is the applicable
          master servicer or special servicer on behalf of the trust. Such
          revenue generally is either (a) swept and remitted to the related
          borrower unless a default or other "trigger" event under the related
          mortgage loan documents has occurred or (b) not made immediately
          available to the related borrower, but instead is forwarded to a cash
          management account controlled by the lockbox bank, which in general is
          the applicable master servicer or special servicer on behalf of the
          trust and then applied according to the related mortgage loan
          documents, which typically contemplate application to sums payable
          under the related mortgage loan and, in certain transactions, to
          expenses at the related mortgaged property, with any excess remitted
          to the related borrower.

     o    Soft, Springing to Hard. Revenue from the related mortgaged property
          is generally paid by the tenants and other payors to the related
          borrower or the property manager and then forwarded to an account
          controlled by the lockbox bank, which in general is the applicable
          master servicer or the special servicer on behalf of the trust. Until
          the occurrence of certain specified "trigger" events, which typically
          include an event of default under the mortgage loan, such revenue is
          forwarded to an account controlled by the related borrower or is
          otherwise made available to the related borrower. Upon the occurrence
          of such a trigger event, the mortgage loan documents require the
          related borrower to instruct tenants and other payors to pay directly
          into an account controlled by the lockbox bank, which in general is
          the applicable master servicer or the special servicer on behalf of
          the trust; the revenue is then applied by the applicable master
          servicer or the special servicer on behalf of the trust according to
          the related mortgage loan documents.

     o    Soft. Revenue from the related mortgaged property is generally paid by
          the tenants and other payors to the related borrower or the property
          manager and forwarded to an account controlled by the lockbox bank,
          which in general is the applicable master servicer or the special
          servicer on behalf of the trust. The funds are then either made
          available to the related borrower or are applied by the applicable
          master servicer or the special servicer on behalf of the trust
          according to the related mortgage loan documents.

     o    Springing to Hard. Revenue from the related mortgaged property is
          generally paid by the tenants and other payors to the related borrower
          or property manager. Upon the occurrence of certain specified
          "trigger" events, which typically include an event of default under
          the mortgage loan, the mortgage loan documents contemplate
          establishment of a hard lockbox and require the related borrower to
          instruct tenants to pay directly into an account controlled by the
          applicable master servicer or the special servicer on behalf of the
          trust; the revenue is then applied by the lockbox bank, which in
          general is the applicable master servicer or the special servicer on
          behalf of the trust according to the related mortgage loan documents.

     o    None. Revenue from the related mortgaged property is paid to the
          related borrower and is not subject to a lockbox as of the origination
          date, and no lockbox is contemplated to be established during the
          mortgage loan term.

     In connection with any hard lockbox, income deposited directly into the
related lockbox account may not include amounts paid in cash that are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Mortgage loans whose terms call for the
establishment of a lockbox account require that the amounts paid to the property
manager will be deposited into the applicable lockbox account on a regular
basis. Lockbox accounts will not be assets of the trust.

THE NATICK MALL MORTGAGE LOAN

     General

     The mortgaged property securing Mortgage Loan No. 25 (referred to herein as
the "Natick Mall Mortgage Loan"), with an original principal balance of
$250,000,000 and an outstanding principal balance of $225,000,000 as


                                      S-158



of the Cut-off Date (representing approximately 8.2% of the Initial Pool
Balance), also secures a subordinate B note with an original principal balance
of $60,000,000 and a subordinate C note with an original principal balance of
$65,000,000 (the "Natick Mall Subordinate Loans") that are not included in the
trust. The Natick Mall Mortgage Loan will be transferred to the trust by Morgan
Stanley Mortgage Capital Inc. The Natick Mall Subordinate Loans are currently
held by Morgan Stanley Mortgage Capital Inc., are interest only and accrue
interest at 5.775% with respect to the B note and 6.025% with respect to the C
note. For purposes of the information presented in this prospectus supplement
with respect to the Natick Mall Mortgage Loan, the Debt Service Coverage Ratio
and loan-to-value ratio reflect the indebtedness evidenced by the Natick Mall
Mortgage Loan without taking into account the Natick Mall Subordinate Loans. The
Natick Mall Mortgage Loan together with the Natick Mall Subordinate Loans are
collectively referred to herein as the "Natick Mall Loan Group."

     The Natick Mall Mortgage Loan and the Natick Mall Subordinate Loans will be
serviced pursuant to the provisions of the Pooling and Servicing Agreement. The
applicable master servicer will make Servicing Advances in respect of the
mortgaged property securing the Natick Mall Loan Group, but will make advances
of principal and interest only in respect of the related Natick Mall Mortgage
Loan pursuant to the Pooling and Servicing Agreement. The applicable master
servicer will remit collections on the Natick Mall Subordinate Loans to the
holders thereof. Under the Pooling and Servicing Agreement, the servicing and
administration of the Natick Mall Loan Group generally will be conducted as if
such loans were a single "mortgage loan" under the provisions of the Pooling and
Servicing Agreement.

     The initial holder of the Natick Mall Mortgage Loan and the holder of the
Natick Mall Subordinate Loans entered into a co-lender agreement (the "Natick
Mall Co-Lender Agreement"). The holders of the Natick Mall Subordinate Loans may
sell or transfer the Natick Mall Subordinate Loans at any time subject to
compliance with the requirements of the Natick Mall Co-Lender Agreement.

     The Natick Mall Co-Lender Agreement

     The Natick Mall Co-Lender Agreement provides, among other things, for the
application of payments among the Natick Mall Mortgage Loan and the Natick Mall
Subordinate Loans.

     All amounts paid by the related borrower or otherwise available for payment
on the Natick Mall Loan Group (net of various payments and reimbursements to
third parties, including the applicable master servicer, the special servicer
and/or the trustee under the Pooling and Servicing Agreement, and the master
servicer, the special servicer and/or the trustee (if any) of the securitization
that may include the Natick Mall Subordinate Loans for servicing compensation,
advances and/or interest on advances, among other things) will be applied in a
particular priority such that the holders of the Natick Mall Mortgage Loan will
receive interest and principal before any payments are made on the Natick Mall
Subordinate Loans.

     Consultation and Approval Rights

     The Natick Mall Co-Lender Agreement will provide that either the holder of
a Natick Mall Subordinate Loan and/or the Operating Adviser will have
consultation and approval rights with respect to certain actions taken by the
applicable master servicer or the special servicer, as the case may be, in
regard to the Natick Mall Loan Group, except that no advice, direction or
objection from or by the holder of the Natick Mall Mortgage Loan or the
Operating Adviser, as the case may be, may (and the applicable master servicer
or the special servicer, as the case may be, is 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 or cause such master servicer
or special servicer 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 Pooling and Servicing Agreement, violate the REMIC
provisions of the Code or violate any other provisions of the Pooling and
Servicing Agreement or any provisions of the Natick Mall Co-Lender Agreement.

     Cure Rights

     Pursuant to the Natick Mall Co-Lender Agreement, the holders of the Natick
Mall Subordinate Loans have the right to cure certain monetary events of default
that have occurred and are continuing in accordance with the terms and
conditions set forth in the Natick Mall Co-Lender Agreement.


                                      S-159



     Purchase Option

     Pursuant to the Natick Mall Co-Lender Agreement, the holders of the Natick
Mall Subordinate Loans, upon written notice to the holder of the Natick Mall
Mortgage Loan, will have the right to purchase the Natick Mall Mortgage Loan
upon certain events of defaults by the borrower under the related loan documents
pursuant to the conditions set forth in and in accordance with the requirements
of the Natick Mall Co-Lender Agreement.

     The purchase price for the Natick Mall Mortgage Loan in connection with
this purchase option will generally include the outstanding principal balance of
the Natick Mall Mortgage Loan, accrued and unpaid interest at the applicable
interest rate, any servicing fees, special servicing fees, liquidation fees,
expenses advanced by the applicable master servicer or the special servicer and
any other amounts specified in the Natick Mall Co-Lender Agreement or the
Pooling and Servicing Agreement.

THE JONES ROAD SHOPPING CENTER MORTGAGE LOAN

     General

     The mortgaged property securing Mortgage Loan No. 197 (referred to herein
as the "Jones Road Shopping Center Mortgage Loan"), with an original principal
balance of $4,175,000 and an outstanding principal balance of $4,125,107 as of
the Cut-off Date (representing approximately 0.2% of the Initial Pool Balance),
also secures a subordinate B note with an original principal balance of
$1,425,000 (the "Jones Road Shopping Center B Loan") that is not included in the
trust. The Jones Road Shopping Center Mortgage Loan will be transferred to the
trust by Morgan Stanley Mortgage Capital Inc. The Jones Road Shopping Center B
Loan is currently held by Morgan Stanley Mortgage Capital Inc. and accrues
interest at 5.79%. For purposes of the information presented in this prospectus
supplement with respect to the Jones Road Shopping Center Mortgage Loan, the
Debt Service Coverage Ratio and loan-to-value ratio reflect the indebtedness
evidenced by the Jones Road Shopping Center Mortgage Loan without taking into
account the Jones Road Shopping Center B Loan. The Jones Road Shopping Center
Mortgage Loan together with the Jones Road Shopping Center B Loan are
collectively referred to herein as the "Jones Road Shopping Center Loan Group."

     The Jones Road Shopping Center Mortgage Loan and the Jones Road Shopping
Center B Loan will be serviced pursuant to the provisions of the Pooling and
Servicing Agreement. The applicable master servicer will make Servicing Advances
in respect of the mortgaged property securing the Jones Road Shopping Center
Loan Group, but will make advances of principal and interest only in respect of
the related Jones Road Shopping Center Mortgage Loan pursuant to the Pooling and
Servicing Agreement. The applicable master servicer will remit collections on
the Jones Road Shopping Center B Loan to the holder thereof. Under the Pooling
and Servicing Agreement, the servicing and administration of the Jones Road
Shopping Center Group generally will be conducted as if such loans were a single
"mortgage loan" under the provisions of the Pooling and Servicing Agreement.

     The initial holder of the Jones Road Shopping Center Mortgage Loan and the
holder of the Jones Road Shopping Center B Loan entered into a co-lender
agreement (the "Jones Road Shopping Center Co-Lender Agreement"). The holder of
the Jones Road Shopping Center B Loan may sell or transfer the Jones Road
Shopping Center B Loan at any time subject to compliance with the requirements
of the Jones Road Shopping Center Co-Lender Agreement.

     The Jones Road Shopping Center Co-Lender Agreement

     The Jones Road Shopping Center Co-Lender Agreement provides, among other
things, for the application of payments among the Jones Road Shopping Center
Mortgage Loan and the Jones Road Shopping Center B Loan.

     All amounts paid by the related borrower or otherwise available for payment
on the Jones Road Shopping Center Loan Group (net of various payments and
reimbursements to third parties, including the applicable master servicer, the
special servicer and/or the trustee under the Pooling and Servicing Agreement,
and the master servicer, the special servicer and/or the trustee (if any) of the
securitization that may include the Jones Road Shopping Center B Loan for
servicing compensation, advances and/or interest on advances, among other
things) will be applied in a particular priority such that the holder of the
Jones Road Shopping Center Mortgage Loan will receive interest and principal
before any payments are made on the Jones Road Shopping Center B Loan.


                                     S-160



     Consultation and Approval Rights

     The Jones Road Shopping Center Co-Lender Agreement will provide that either
the holder of the Jones Road Shopping Center B Loan and/or the Operating Adviser
will have consultation and approval rights with respect to certain actions taken
by the applicable master servicer or the special servicer, as the case may be,
in regard to the Jones Road Shopping Center Loan Group, except that no advice,
direction or objection from or by the holder of the Jones Road Shopping Center
Mortgage Loan or the Operating Adviser, as the case may be, may (and the
applicable master servicer or the special servicer, as the case may be, is 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 or cause such master servicer or special servicer 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 Pooling and
Servicing Agreement, violate the REMIC provisions of the Code or violate any
other provisions of the Pooling and Servicing Agreement or any provisions of the
Jones Road Shopping Center Co-Lender Agreement.

     Cure Rights

     Pursuant to the Jones Road Shopping Center Co-Lender Agreement, the holder
of the Jones Road Shopping Center B Loan has the right to cure certain monetary
events of default that have occurred and are continuing in accordance with the
terms and conditions set forth in the Jones Road Shopping Center Co-Lender
Agreement.

     Purchase Option

     Pursuant to the Jones Road Shopping Center Co-Lender Agreement, the holders
of the Jones Road Shopping Center B Loan upon written notice to the holder of
the Jones Road Shopping Center Mortgage Loan, will have the right to purchase
the Jones Road Shopping Center Mortgage Loan upon certain events of defaults by
the borrower under the related loan documents pursuant to the conditions set
forth in and in accordance with the requirements of the Jones Road Shopping
Center Co-Lender Agreement.

     The purchase price for the Jones Road Shopping Center Mortgage Loan in
connection with this purchase option will generally include the outstanding
principal balance of the Jones Road Shopping Center Mortgage Loan, accrued and
unpaid interest at the applicable interest rate, any servicing fees, special
servicing fees, liquidation fees, expenses advanced by the applicable master
servicer or the special servicer and any other amounts specified in the Jones
Road Shopping Center Co-Lender Agreement or the Pooling and Servicing Agreement.

THE LASALLE SENIOR MORTGAGE LOANS

     General

     Each of the mortgaged properties securing Mortgage Loan No. 105, Mortgage
Loan No. 108, Mortgage Loan No. 116, Mortgage Loan No. 158, Mortgage Loan No.
176 and Mortgage Loan No. 297 (collectively referred to herein as the "LaSalle
Senior Mortgage Loans"), representing approximately 1.4% of the Initial Pool
Balance, also secures a subordinate B note with an original principal balance of
$578,500, $570,000, $498,500, $350,000, $300,000 and $100,000, respectively (the
"LaSalle Subordinate Loans"), that are not included in the trust. The LaSalle
Senior Mortgage Loans will be transferred to the trust by LaSalle Bank National
Association. The LaSalle Subordinate Loans are currently held by CBA-Mezzanine
Capital Finance, LLC. The outstanding principal balance of each LaSalle
Subordinate Loan does not exceed 5% of the underwritten appraised value of the
related mortgaged real property that secures the related LaSalle Senior Mortgage
Loan and LaSalle Subordinate Loan (each, collectively, a "LaSalle Loan Group").
The LaSalle Subordinate Loans with respect to Mortgage Loan No. 105, Mortgage
Loan No. 108, Mortgage Loan No. 116, Mortgage Loan No. 158, Mortgage Loan No.
176 and Mortgage Loan No. 297 have interest rates of 11.750%, 11.750%, 11.750%,
12.950%, 12.950% and 12.950% per annum, respectively, and each has the same
maturity date, amortization schedule and prepayment structure as the related
LaSalle Senior Mortgage Loan. For purposes of the information presented in this
prospectus supplement with respect to each LaSalle Senior Mortgage Loan, the
Debt Service Coverage Ratio and loan-to-value ratio reflect the indebtedness
evidenced by such LaSalle Senior Mortgage Loan without taking into account the
related LaSalle Subordinate Loan.


                                     S-161



     The LaSalle Senior Mortgage Loans and the LaSalle Subordinate Loans will be
serviced pursuant to the provisions of the Pooling and Servicing Agreement. The
applicable master servicer will make Servicing Advances in respect of the
mortgaged property securing the LaSalle Loan Groups, but will make advances of
principal and interest only in respect of the related LaSalle Senior Mortgage
Loan pursuant to the Pooling and Servicing Agreement. The applicable master
servicer will remit collections on the LaSalle Subordinate Loans to the holders
thereof. Under the Pooling and Servicing Agreement, the servicing and
administration of the LaSalle Loan Groups generally will be conducted as if such
loans were a single "mortgage loan" under the provisions of the Pooling and
Servicing Agreement.

     The initial holder of each LaSalle Senior Mortgage Loan and the holder of
the related LaSalle Subordinate Loan entered into a co-lender agreement (each, a
"LaSalle Co-Lender Agreement"). The holders of the LaSalle Subordinate Loans may
sell or transfer the LaSalle Subordinate Loans at any time subject to compliance
with the requirements of the LaSalle Co-Lender Agreements.

     The LaSalle Co-Lender Agreements

     Each LaSalle Co-Lender Agreement provides, among other things, for the
application of payments among the related LaSalle Senior Mortgage Loan and the
related LaSalle Subordinate Loans.

     The right of the holder of each LaSalle Subordinate Loan to receive
payments of interest, principal and other amounts is subordinated to the right
of the holder of the related LaSalle Senior Mortgage Loan to receive such
amounts. For each LaSalle Loan Group, a "LaSalle Loan Group Material Default"
consists of the following events: (a) the acceleration of the LaSalle Senior
Mortgage Loan or the related LaSalle Subordinate Loan; (b) the existence of a
continuing monetary event of default; and/or (c) the filing of a bankruptcy or
insolvency action by, or against, the related borrower or the related borrower
otherwise being the subject of a bankruptcy or insolvency proceeding. So long as
a LaSalle Loan Group Material Default has not occurred or, if a LaSalle Loan
Group Material Default has occurred, that LaSalle Loan Group Material Default is
no longer continuing with respect to a LaSalle Loan Group, the related borrower
under the LaSalle Loan Group will make separate payments of principal and
interest to the respective holders of the related LaSalle Senior Mortgage Loan
and LaSalle Subordinate Loan. Escrow and reserve payments will be made to the
applicable master servicer on behalf of the trust (as the holder of the subject
LaSalle Senior Mortgage Loan). Any proceeds under title, hazard or other
insurance policies, or awards or settlements in respect of condemnation
proceedings or similar exercises of the power of eminent domain, or any other
principal prepayment of a LaSalle Loan Group (together with any applicable yield
maintenance charges), will generally be applied first to the principal balance
of the subject LaSalle Senior Mortgage Loan and then to the principal balance of
the subject LaSalle Subordinate Loan. If a LaSalle Loan Group Material Default
occurs and is continuing with respect to a LaSalle Loan Group, then all amounts
tendered by the related borrower or otherwise available for payment of such
LaSalle Loan Group will be applied by the applicable master servicer (with any
payments received by the holder of the subject LaSalle Subordinate Loan after
and during such a LaSalle Loan Group Material Default to be forwarded to the
applicable master servicer), net of certain amounts, in the order of priority
set forth in a sequential payment waterfall in the related LaSalle Co-Lender
Agreement, which generally provides that all interest (other than default
interest), principal, yield maintenance charges, static prepayment premiums and
outstanding expenses with respect to the subject LaSalle Senior Mortgage Loan
will be paid in full prior to any application of payments to the subject LaSalle
Subordinate Loan.

     If, after the expiration of the right of the holder of a LaSalle
Subordinate Loan to purchase the related LaSalle Senior Mortgage Loan (as
described below), a LaSalle Senior Mortgage Loan or the related LaSalle
Subordinate Loan is modified in connection with a work-out so that, with respect
to either the subject LaSalle Senior Mortgage Loan or the subject LaSalle
Subordinate Loan, (a) the outstanding principal balance is decreased, (b)
payments of interest or principal are waived, reduced or deferred or (c) any
other adjustment is made to any of the terms of such mortgage loan, then, in
most cases, all payments to the trust (as the holder of the subject LaSalle
Senior Mortgage Loan) will be made as though such work-out did not occur and the
payment terms of the subject LaSalle Senior Mortgage Loan will remain the same.
In all cases, the holder of the subject LaSalle Subordinate Loan will bear the
full economic effect of all waivers, reductions or deferrals of amounts due on
either the subject LaSalle Senior Mortgage Loan or the subject LaSalle
Subordinate Loan attributable to such work-out (up to the outstanding principal
balance, together with accrued interest thereon, of the subject LaSalle
Subordinate Loan).


                                     S-162



     Servicing of the LaSalle Loan Groups

     Each LaSalle Senior Mortgage Loan and the related mortgaged real property
will be serviced and administered by the applicable master servicer pursuant to
the Pooling and Servicing Agreement. The applicable master servicer and/or
special servicer will service and administer each LaSalle Subordinate Loan to
the extent described below. The servicing standard set forth in the Pooling and
Servicing Agreement will require the applicable master servicer and the special
servicer to take into account the interests of both the trust and the holder of
the related LaSalle Subordinate Loan when servicing a LaSalle Loan Group, with a
view to maximizing the realization for both the trust and such holder as a
collective whole. Any holder of a LaSalle Subordinate Loan will be deemed a
third-party beneficiary of the Pooling and Servicing Agreement.

     The applicable master servicer and the special servicer have the sole and
exclusive authority to service and administer, and to exercise the rights and
remedies with respect to, each LaSalle Loan Group, and (subject to certain
limitations with respect to modifications and certain rights of the holder of
the related LaSalle Subordinate Loan to purchase the corresponding LaSalle
Senior Mortgage Loan) the holder of the related LaSalle Subordinate Loan has no
voting, consent or other rights whatsoever with respect to the applicable master
servicer's or special servicer's administration of, or the exercise of its
rights and remedies with respect to, the subject LaSalle Loan Group.

     So long as a LaSalle Loan Group Material Default has not occurred with
respect to a LaSalle Loan Group, the applicable master servicer will have no
obligation to collect payments with respect to the related LaSalle Subordinate
Loan. A separate servicer of each LaSalle Subordinate Loan will be responsible
for collecting amounts payable in respect of such LaSalle Subordinate Loan. That
servicer will have no servicing duties or obligations with respect to the
related LaSalle Senior Mortgage Loan or the related mortgaged real property. If
a LaSalle Loan Group Material Default occurs with respect to a LaSalle Loan
Group, the applicable master servicer or the special servicer, as applicable,
will (during the continuance of that LaSalle Loan Group Material Default)
collect and distribute payments for both of the subject LaSalle Senior Mortgage
Loan and the related LaSalle Subordinate Loan pursuant to the sequential payment
waterfall set forth in the related LaSalle Co-Lender Agreement.

     Modifications

     The ability of the applicable master servicer or the special servicer, as
applicable, to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver of any term
or provision of a LaSalle Subordinate Loan, the related LaSalle Senior Mortgage
Loan or the related loan documents is limited by the rights of the holder of the
LaSalle Subordinate Loan to approve such modifications and other actions as set
forth in the related LaSalle Co-Lender Agreement; provided that the consent of
the holder of a LaSalle Subordinate Loan will not be required in connection with
any such modification or other action with respect to a LaSalle Loan Group after
the expiration of such holder's right to purchase the related LaSalle Senior
Mortgage Loan. The holder of a LaSalle Subordinate Loan may not enter into any
assumption, amendment, deferral, extension, modification, increase, renewal,
replacement, consolidation, supplement or waiver of such LaSalle Subordinate
Loan or the related loan documents without the prior written consent of the
trustee, as holder of the related LaSalle Senior Mortgage Loan.

     Purchase Option

     Upon the occurrence of any one of certain defaults that are set forth in
each LaSalle Co-Lender Agreement, the holder of the subject LaSalle Subordinate
Loan will have the right to purchase the related LaSalle Senior Mortgage Loan at
a purchase price determined under that LaSalle Co-Lender Agreement and generally
equal to the sum of (a) the outstanding principal balance of such LaSalle Senior
Mortgage Loan, (b) accrued and unpaid interest on the outstanding principal
balance of the LaSalle Senior Mortgage Loan (excluding any default interest or
other late payment charges), (c) any unreimbursed servicing advances made by the
applicable master servicer or the trustee with respect to such LaSalle Senior
Mortgage Loan, together with any advance interest thereon, (d) reasonable
out-of-pocket legal fees and costs incurred in connection with enforcement of
the subject LaSalle Loan Group by the applicable master servicer or special
servicer, (e) any interest on any unreimbursed debt service advances made by the
applicable master servicer or the trustee with respect to such LaSalle Senior
Mortgage Loan, (f) any related master servicing fees, primary servicing fees,
special servicing fees and trustee's fees payable under the Pooling and
Servicing Agreement (other than success or similar fees or termination
compensation), and (g) out-of-pocket expenses incurred by the trustee or the
applicable master servicer with respect to the subject LaSalle Loan Group


                                     S-163



together with advance interest thereon. The holder of the LaSalle Subordinate
Loan does not have any rights to cure any defaults with respect to the subject
LaSalle Loan Group.

     The applicable master servicer and the special servicer are required to
comply with the applicable provisions of any intercreditor agreement and
Co-Lender Agreement, and in the event of any conflict between the terms of the
Pooling and Servicing Agreement and the terms of an intercreditor or Co-Lender
Agreement, the conflict shall be resolved in favor of such intercreditor or
Co-Lender Agreement.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

     Appraisals

     In general, in connection with the origination or sale to the Depositor of
each of the mortgage loans, the related mortgaged property was appraised by an
outside appraiser. In general, with respect to those mortgage loans for which an
appraisal was used in any value calculation, those estimates represent the
analysis and opinion of the person performing the appraisal and are not
guarantees of, and may not be indicative of, present or future value. There can
be no assurance that another person would not have arrived at a different
valuation, even if such person used the same general approach to and same method
of valuing the property. Moreover, such appraisals sought to establish the
amount of 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. Information regarding
the values of the mortgaged properties as of the Cut-off Date is presented in
this prospectus supplement for illustrative purposes only.


     o    Except as provided in the succeeding bullet, the loan-to-value ratios
          for each mortgaged property were calculated according to the
          methodology described in this prospectus supplement based on the
          estimates of value from the third party appraisals generally conducted
          on or after September 1, 2005.

     o    In connection with the mortgage loans sold to the trust by
          Massachusetts Mutual Life Insurance Company, the mortgage loan seller
          arrived at the valuations of the mortgaged properties by applying a
          capitalization rate to underwritten net operating income and adding in
          the remaining value of the outstanding tax credits.

     Environmental Assessments

     With respect to the mortgaged properties for which environmental site
assessments, or in some cases an update of a previous assessment, were prepared
on or after May 10, 2005, which include each mortgaged property securing each
mortgage loan in the trust, the related mortgage loan seller will represent to
us that, as of the Cut-off Date and subject to certain specified exceptions, it
has no knowledge of any material and adverse environmental condition or
circumstance affecting such mortgaged property that was not disclosed in such
assessment.

     Property Condition Assessments

     Each mortgage loan seller or an affiliate of the seller of the mortgage
loan inspected, or caused to be inspected, each of the mortgaged properties in
connection with the origination or acquisition of their respective 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.

     With respect to the mortgaged properties for which engineering reports were
prepared on or after June 1, 2005, relating to mortgaged properties securing
99.3% of the Initial Pool Balance, the related mortgage loan seller will
represent to us that, except as disclosed in the related report and subject to
certain specified exceptions, each mortgaged property, to the mortgage loan
seller's knowledge, is free and clear of any damage (or adequate reserves have
been established) that would materially and adversely affect its value as
security for the related mortgage loan.

     Seismic Review Process

     In general, the underwriting guidelines applicable to the origination of
the mortgage loans required that prospective borrowers seeking loans secured by
properties located in California and areas of other states where seismic risk is
deemed material obtain a seismic engineering report of the building and, based
thereon and on certain


                                     S-164



statistical information, an estimate of probable maximum loss ("PML"), probable
loss ("PL") or scenario expected loss ("SEL") in an earthquake scenario.
Generally, any of the mortgage loans as to which the property was estimated to
have PML, PL or SEL in excess of 20% of the estimated replacement cost would
either be subject to a lower loan-to-value limit at origination, be conditioned
on seismic upgrading (or appropriate reserves or letter of credit for
retrofitting), be conditioned on satisfactory earthquake insurance or be
declined.

     Zoning and Building Code Compliance

     Each mortgage loan seller took steps to establish that the use and
operation of the mortgaged properties that represent security for its mortgage
loans, at their respective dates of origination, were in compliance in all
material respects with, or were legally existing non-conforming uses or
structures under, applicable zoning, land-use and similar laws and ordinances,
but no assurance can be given that such steps revealed all possible violations.
Evidence of such compliance may have been in the form of legal opinions,
confirmations from government officials, title insurance endorsements, survey
endorsements, appraisals, zoning consultants' reports and/or representations by
the related borrower contained in the related mortgage loan documents.
Violations may be known to exist at any particular mortgaged property, but the
related mortgage loan seller has informed us that it does not consider any such
violations known to it to be material.

ADDITIONAL MORTGAGE LOAN INFORMATION

     Each of the tables presented in Appendix I to this prospectus supplement
sets forth selected characteristics of the Mortgage Pool presented, where
applicable, as of the Cut-off Date. For a detailed presentation of certain of
the characteristics of the mortgage loans and the mortgaged properties, on an
individual basis, see Appendix II to this prospectus supplement, and for a brief
summary of the 10 largest loans in the Mortgage Pool, see Appendix IV to this
prospectus supplement. Additional information regarding the mortgage loans is
contained in this prospectus supplement under "Risk Factors" elsewhere in this
"Description of the Mortgage Pool" section and under "Legal Aspects Of The
Mortgage Loans And The Leases" in the prospectus.

     For purposes of the tables in Appendix I and for the information presented
in Appendix II and Appendix IV:

          (1)  References to "DSCR" are references to "Debt Service Coverage
               Ratios." In general, debt service coverage ratios are used by
               income property lenders to measure the ratio of (a) Underwritable
               Cash Flow 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.
               For purposes of this prospectus supplement, including for the
               tables in Appendix I and the information presented in Appendix II
               and Appendix IV, the "Debt Service Coverage Ratio" or "DSCR" (or
               group of cross-collateralized mortgage loans) is calculated
               pursuant to the definition thereof under the "Glossary of Terms"
               in this prospectus supplement. For purposes of the information
               presented in this prospectus supplement, the Debt Service
               Coverage Ratio (unless otherwise indicated) reflects with respect
               to where periodic payments are interest-only for a certain amount
               of time after origination after which date the mortgage loan
               amortizes principal for the remaining term of the mortgage loan,
               the annualized amount of debt service that will be payable under
               the mortgage loan after the beginning of the amortization term of
               the mortgage loan. With respect to the Natick Mall Mortgage Loan,
               the Jones Road Shopping Center Mortgage Loan and each LaSalle
               Senior Mortgage Loan, the Debt Service Coverage Ratio reflects
               the indebtedness evidenced by the Natick Mall Mortgage Loan, the
               Jones Road Shopping Center Mortgage Loan or LaSalle Senior
               Mortgage Loan, without taking into account the related
               Subordinate Loan or Subordinate Loans.

          (2)  In connection with the calculation of DSCR and loan-to-value
               ratios, in determining Underwritable Cash Flow for a mortgaged
               property, the applicable mortgage loan seller relied on rent
               rolls and other generally unaudited financial information
               provided by the respective borrowers and calculated stabilized
               estimates of cash flow that took into consideration historical
               financial statements, material changes in the operating position
               of the mortgaged property of which the


                                     S-165



               mortgage loan seller was aware (e.g., new signed leases or end of
               "free rent" periods and market data), and estimated capital
               expenditures, leasing commission and tenant improvement reserves.
               The applicable mortgage loan seller made changes to operating
               statements and operating information obtained from the respective
               borrowers, resulting in either an increase or decrease in the
               estimate of Underwritable Cash Flow derived therefrom, based upon
               the mortgage loan seller's evaluation of such operating
               statements and operating information and the assumptions applied
               by the respective borrowers in preparing such statements and
               information. In most cases, borrower supplied "trailing-12
               months" income and/or expense information or the most recent
               operating statements or rent rolls were utilized. In some cases,
               partial year operating income data was annualized, with certain
               adjustments for items deemed not appropriate to be annualized. In
               some instances, historical expenses were inflated. For purposes
               of calculating Underwritable Cash Flow for mortgage loans, where
               leases have been executed by one or more affiliates of the
               borrower, the rents under some of such leases have been adjusted
               downward to reflect market rents for similar properties if the
               rent actually paid under the lease was significantly higher than
               the market rent for similar properties.

          (3)  Historical operating results may not be available for some of the
               mortgage loans which are secured by mortgaged properties with
               newly constructed improvements, mortgaged properties with triple
               net leases, mortgaged properties that have recently undergone
               substantial renovations and newly acquired mortgaged properties.
               In such cases, items of revenue and expense used in calculating
               Underwritable Cash Flow were generally derived from rent rolls,
               estimates set forth in the related appraisal, leases with tenants
               or from other borrower-supplied information. 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 the
               applicable mortgage loan seller in determining the presented
               operating information.

          (4)  The Debt Service Coverage Ratios are presented in this prospectus
               supplement 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 Debt Service Coverage Ratios accurately reflect
               that ability.

          (5)  References in the tables to "Cut-off Date LTV" are references to
               "Cut-off Date Loan-to-Value" and references to "Balloon LTV" are
               references to "Balloon Loan-to-Value." For purposes of this
               prospectus supplement, including for the tables in Appendix I and
               the information presented in Appendix II and Appendix IV, the
               "Cut-off Date LTV," "Cut-off Date Loan-to-Value," "Balloon LTV"
               or "Balloon Loan-to-Value" for any mortgage loan is calculated
               pursuant to the definition thereof under the "Glossary of Terms"
               in this prospectus supplement. For purposes of the information
               presented in this prospectus supplement, the loan-to-value ratio
               with respect to the Natick Mall Mortgage Loan, the Jones Road
               Shopping Center Mortgage Loan and the LaSalle Senior Mortgage
               Loans reflects the indebtedness evidenced by the Natick Mall
               Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or
               LaSalle Senior Mortgage Loan only, without taking into account
               the related Subordinate Loan or Subordinated Loans.

          (6)  The value of the related mortgaged property or properties for
               purposes of determining the Cut-off Date LTV is determined as
               described above under "--Assessments of Property Value and
               Condition--Appraisals."

          (7)  No representation is made that any such value would approximate
               either the value that would be determined in a current appraisal
               of the related mortgaged property or the amount that would be
               realized upon a sale.

          (8)  References to "weighted averages" are references to averages
               weighted on the basis of the Cut-off Date Balances of the related
               mortgage loans.

     The sum in any column of any of the tables in Appendix I may not equal the
indicated total due to rounding.


                                     S-166



     Generally, the loan documents with respect to the mortgage loans require
the borrowers to provide the related lender with quarterly and/or annual
operating statements and rent rolls.

STANDARD HAZARD INSURANCE

     Each master servicer is required to use reasonable efforts, consistent with
the Servicing Standard, to cause each borrower to maintain for the related
mortgaged property (other than any REO Property) for which it is acting as
master servicer (a) a fire and hazard insurance policy with extended coverage
and (b) all other insurance required by the terms of the loan documents
(provided that in determining what insurance the borrower is required to
maintain the master servicer shall take into account the insurance maintained on
the closing date of the mortgage loan) and the related mortgage in the amounts
set forth therein. Certain mortgage loans may permit such hazard insurance
policy to be maintained by a tenant at the related mortgaged property, or may
permit the related borrower or tenant to self-insure. The coverage of each such
policy will be in an amount, subject to a deductible customary in the related
geographic area, that is not less than the lesser of the full replacement cost
of the improvements that represent security for such mortgage loan, with no
deduction for depreciation, and the outstanding principal balance owing on such
mortgage loan, but in any event, unless otherwise specified in the applicable
mortgage or mortgage note, in an amount sufficient to avoid the application of
any coinsurance clause.

     If, on the date of origination of a mortgage loan, the improvements on a
related mortgaged property (other than any REO Property) were located in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, the master servicer for such mortgage loan will be
required (to the extent permitted under the related mortgage loan documents or
required by law) to cause to be maintained a flood insurance policy in an amount
representing coverage of at least the lesser of:

          o    the outstanding principal balance of the related mortgage loan;
               and

          o    the maximum amount of such insurance available for the related
               mortgaged property under the national flood insurance program, if
               the area in which the improvements are located is participating
               in such program.

     If a borrower fails to maintain such fire and hazard insurance, the
applicable master servicer will be required to obtain such insurance to the
extent such insurance is available at commercially reasonable rates and
obtaining such insurance is in accordance with the Servicing Standard and the
cost thereof, subject to a determination of recoverability, will be a Servicing
Advance. The special servicer will be required to maintain fire and hazard
insurance with extended coverage and, if applicable, flood insurance on an REO
Property for which it is acting as special servicer in an amount not less than
the maximum amount obtainable with respect to such REO Property and the cost
thereof will be paid by the applicable master servicer as a Servicing Advance,
subject to a determination of recoverability. Neither of the master servicers
nor the special servicer will be required in any event to maintain or obtain
insurance coverage (including terrorism coverage) beyond what is available at a
commercially reasonable rate and consistent with the Servicing Standard. A
determination by the master servicer (with respect to non-Specially Serviced
Mortgage Loans) that terrorism insurance is available at a commercially
reasonable rate will be subject to the approval of the Special Servicer as set
forth in the Pooling and Servicing Agreement, provided that the failure of the
Special Servicer to approve or disapprove such determination within 7 days of
notice thereof will be a deemed approval of such determination.

     Included in the insurance that the borrower is required to maintain may be
loss of rents endorsements and comprehensive public liability insurance. The
master servicers will not require borrowers to maintain earthquake insurance
unless the related borrower is required under the terms of its mortgage loan to
maintain earthquake insurance and such insurance is available at a commercially
reasonable rate. Any losses incurred with respect to mortgage loans due to
uninsured risks, including earthquakes, mudflows and floods, or insufficient
hazard insurance proceeds may adversely affect payments to the
Certificateholders. The special servicer will have the right, but not the
obligation, at the expense of the trust, to obtain earthquake insurance on any
mortgaged property securing a Specially Serviced Mortgage Loan and/or any REO
Property for which it is acting as special servicer so long as such insurance is
available at commercially reasonable rates. See "Risk Factors--The Absence Of Or
Inadequacy Of Insurance Coverage On The Property May Adversely Affect Payments
On Your Certificates" and "--Certain Other Risks Related to Casualty and
Casualty Insurance" in this prospectus supplement.


                                     S-167



SALE OF THE MORTGAGE LOANS

     On the Closing Date, each mortgage loan seller will sell its mortgage
loans, without recourse, to Morgan Stanley Capital I Inc., and Morgan Stanley
Capital I Inc., in turn, will sell all of the mortgage loans, without recourse
and will assign the representations and warranties made by each mortgage loan
seller in respect of the mortgage loans and the related remedies for breach
thereof, to the trustee for the benefit of the Certificateholders. In connection
with such assignments, each mortgage loan seller is required in accordance with
the related Mortgage Loan Purchase Agreement to deliver the Mortgage File, with
respect to each mortgage loan so assigned by it, to the trustee or its designee.

     The trustee will be required to review the documents delivered by each
mortgage loan seller with respect to its mortgage loans within 90 days following
the Closing Date, and the trustee will hold the related documents in trust.
Within 90 days following the Closing Date, the assignments with respect to each
mortgage loan and any related assignment of rents and leases, as described in
the "Glossary of Terms" under the term "Mortgage File," are to be completed in
the name of the trustee, if delivered in blank.

     Notwithstanding the foregoing, with respect to any mortgage, assignment of
leases or UCC financing statements which have been recorded or filed in the name
of MERS or its designee, if any, no mortgage assignment, assignment of the
assignment of leases or UCC filing statements in favor of the trustee will be
required to be prepared 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 (and the trustee will be required to take all actions necessary to
confirm that it is 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 and to provide reasonable evidence of
any such transfers to the master servicers and the special servicer.

REPRESENTATIONS AND WARRANTIES

     In each Mortgage Loan Purchase Agreement, the related mortgage loan seller
will represent and warrant with respect to each of its mortgage loans, subject
to certain specified exceptions set forth therein, 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 presented in the schedule of the mortgage loans
               attached to the related Mortgage Loan Purchase Agreement is true
               and correct in all material respects;

          (2)  such mortgage loan seller owns the mortgage loan free and clear
               of any and all pledges, liens and/or other encumbrances;

          (3)  no scheduled payment of principal and interest under the mortgage
               loan was 30 days or more past due as of the Cut-off Date, and the
               mortgage loan has not been 30 days or more delinquent in the
               12-month period (or since the date of origination of the mortgage
               loan if the mortgage loan was originated within the past 12
               months) immediately preceding the Cut-off Date;

          (4)  the related mortgage constitutes a valid and, subject to certain
               creditors' rights exceptions, enforceable first priority mortgage
               lien, subject to certain permitted encumbrances, upon the related
               mortgaged property;

          (5)  the assignment of the related mortgage in favor of the trustee
               constitutes a legal, valid and binding assignment;

          (6)  the related assignment of leases establishes and creates a valid
               and, subject to certain creditor's rights exceptions, enforceable
               first priority lien in or assignment of the related borrower's
               interest in all leases of the mortgaged property;

          (7)  the mortgage has not been satisfied, cancelled, rescinded or,
               except for certain permitted encumbrances, subordinated in whole
               or in part, and the related mortgaged property has not been
               released from the lien of such mortgage, in whole or in part in
               any manner that materially interferes with the security intended
               to be provided thereby;


                                     S-168



          (8)  the mortgaged property satisfies certain conditions, generally as
               discussed under "Risk Factors--Property Inspections And
               Engineering Reports May Not Reflect All Conditions That Require
               Repair On The Property";

          (9)  the 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;

          (10) the related mortgaged property is covered by an American Land
               Title Association, (or a comparable form as adopted in the
               applicable jurisdiction), lender's title insurance policy or
               similar binding agreement of the title insurer that insures that
               the related mortgage is a valid, first priority lien on such
               mortgaged property, subject only to certain permitted
               encumbrances;

          (11) the proceeds of the mortgage loan have been fully disbursed and
               there is no obligation for future advances with respect thereto;

          (12) the mortgaged property satisfies certain conditions with respect
               to environmental matters, generally as discussed under "Risk
               Factors--Environmental Risks Relating To Specific Mortgaged
               Properties May Adversely Affect Payments On Your Certificates";

          (13) each mortgage note, mortgage and other agreement that evidences
               or secures the mortgage loan is, subject to certain creditors'
               rights exceptions, general principles of equity and other
               exceptions of general application, the legal, valid and binding
               obligation of the maker thereof, enforceable in accordance with
               its terms, 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;

          (14) the related mortgaged property is required pursuant to the
               related mortgage to be (or the holder of the mortgage can require
               it to be) insured by casualty, business interruption and
               liability insurance policies of a type specified in the related
               Mortgage Loan Purchase Agreement;

          (15) there are no delinquent or unpaid taxes, assessments or other
               outstanding charges affecting the related mortgaged property that
               are or may become a lien of priority equal to or higher than the
               lien of the related Mortgage;

          (16) to the mortgage loan seller's knowledge, the related borrower is
               not a debtor in any state or federal bankruptcy or insolvency
               proceeding;

          (17) no mortgage requires the holder thereof to release all or any
               material portion of the related mortgaged property from the lien
               thereof except upon payment in full of the mortgage loan, a
               defeasance of the mortgage loan or, in certain cases, upon (a)
               the satisfaction of certain legal and underwriting requirements
               and/or (b) the payment of a release price and prepayment
               consideration in connection therewith;

          (18) to the mortgage loan seller's knowledge, there exists no material
               default, breach, violation or event giving the lender the right
               to accelerate (other than payments due but not yet 30 days or
               more delinquent) and, to such mortgage loan seller's knowledge,
               no event which, with the passage of time or the giving of notice,
               or both, would constitute any of the foregoing, under the related
               documents evidencing 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, other than
               those defaults that are otherwise covered by any other
               representation and warranty;

          (19) the related mortgaged property consists of a fee simple estate in
               real estate or, if the related mortgage encumbers the interest of
               a borrower as a lessee under a ground lease of the mortgaged
               property (a) such ground lease or a memorandum thereof has been
               or will be duly recorded and (or the related estoppel letter or
               lender protection agreement between the mortgage loan seller and
               related lessor) does not prohibit the interest of the lessee
               thereunder to be encumbered by the related mortgage; (b) the
               lessee's interest in such ground lease is not subject to any
               liens or encumbrances superior to, or of equal priority with, the
               related mortgage, other than the related fee


                                     S-169



               interest and certain permitted encumbrances; (c) upon foreclosure
               of such mortgage loan (or acceptance of a deed in lieu thereof),
               the borrower's interest in such ground lease is assignable to
               Morgan Stanley Capital I Inc. and its successors and assigns upon
               notice to, but (except in the case where such consent cannot be
               unreasonably withheld) without the consent of, the lessor
               thereunder (or if it is required it will have been obtained prior
               to the closing date); (d) such ground lease is in full force and
               effect and the mortgage loan seller has received no notice that
               an event of default has occurred thereunder; (e) such ground
               lease, or an estoppel letter or other agreement related thereto,
               requires the lessor under such ground lease to give notice of any
               material default by the lessee to the holder of the mortgage;
               provided that the holder of the mortgage has provided the ground
               lessor with the notice of its lien in accordance with the
               provisions of the ground lease and further provides that no
               notice of termination given under such ground lease is effective
               against such holder unless a copy has been delivered to such
               holder; (f) the holder of the mortgage is permitted a reasonable
               opportunity (including, where necessary, sufficient time to gain
               possession of the interest of the lessee under such ground lease)
               to cure any default under such ground lease, which is curable
               after the receipt of notice of any such default, before the
               lessor thereunder may terminate such ground lease; and (g) such
               ground lease has an original term (including any extension
               options set forth therein) which extends not less than 20 years
               beyond the stated maturity date of the related mortgage loan;

          (20) the related mortgage loan documents provide that (i) the related
               borrower is required to pay all reasonable costs and expenses of
               lender incurred in connection with the defeasance of such
               mortgage loan, if applicable, and the release of the related
               mortgaged property, (ii) the related borrower is required to pay
               all reasonable costs and expenses of lender incurred in
               connection with the approval of an assumption of such mortgage
               loan and (iii) the related borrower is required to pay the cost
               of any tax opinion required in connection with the full or
               partial release or substitution of collateral for the mortgage
               loan; and

          (21) at origination, the mortgage loans materially complied with all
               applicable federal, state and local statutes and regulations.

REPURCHASES AND OTHER REMEDIES

     If any mortgage loan document required to be delivered to the trustee by a
mortgage loan seller with respect to its mortgage loans as described under
"--Sale of the Mortgage Loans" above has a Material Document Defect, or if there
is a Material Breach by a mortgage loan seller regarding the characteristics of
any of its mortgage loans and/or the related mortgaged properties as described
under "--Representations and Warranties" above, then such mortgage loan seller
will be obligated to cure such Material Document Defect or Material Breach in
all material respects within the applicable Permitted Cure Period.
Notwithstanding the foregoing, in the event that the loan documents do not
provide for the payments described under representation 20 of the preceding
paragraph relating to the payment of expenses associated with the related
defeasance or assumption of the related mortgage loan or the payment of the cost
of a tax opinion associated with the full or partial release or substitution of
collateral for the mortgage loan, the related mortgage loan seller's sole
obligation for a breach of such representation or warranty will be to pay an
amount sufficient to pay such expenses to the extent that such amount is due and
not paid by the borrower.

     If any such Material Document Defect or Material Breach cannot be corrected
or cured in all material respects within the applicable Permitted Cure Period,
the related mortgage loan seller will be obligated, not later than the last day
of such Permitted Cure Period, to:

     o    repurchase the affected mortgage loan from the trust at the Purchase
          Price; or

     o    at its option, if within the 2-year period commencing on the Closing
          Date, replace such mortgage loan with a Qualifying Substitute Mortgage
          Loan; and

     o    pay an amount generally equal to the excess of the applicable Purchase
          Price for the mortgage loan to be replaced (calculated as if it were
          to be repurchased instead of replaced), over the unpaid principal
          balance of the applicable Qualifying Substitute Mortgage Loan as of
          the date of substitution, after application of all payments due on or
          before such date, whether or not received.


                                     S-170



     The related mortgage loan seller must cure any Material Document Defect or
Material Breach within the Permitted Cure Period; provided, however, that if
such Material Document Defect or Material Breach would cause the mortgage loan
to be other than a "qualified mortgage," as defined in the Code, then the
repurchase or substitution must occur within 90 days from the date the mortgage
loan seller was notified of the defect or breach.

     The foregoing obligations of any mortgage loan seller to cure a Material
Document Defect or a Material Breach in respect of any of its mortgage loans or
the obligation of any mortgage loan seller to repurchase or replace the
defective mortgage loan will constitute the sole remedies of the trustee and the
Certificateholders with respect to such Material Document Defect or Material
Breach; and none of us, the other mortgage loan sellers or any other person or
entity will be obligated to repurchase or replace the affected mortgage loan if
the related mortgage loan seller defaults on its obligation to do so. Each
mortgage loan seller is obligated to cure, repurchase or replace only mortgage
loans that are sold by it, and will have no obligations with respect to any
mortgage loan sold by any other mortgage loan seller.

     If (i) a mortgage loan is to be repurchased or replaced in connection with
a Material Document Defect or Material Breach as contemplated above (a
"Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other mortgage loans
in the trust ("Crossed Mortgage Loans") and (iii) the applicable document defect
or breach does not constitute a Material Document Defect or Material Breach, as
the case may be, as to such Crossed Mortgage Loans, then the applicable document
defect or breach (without regard to this paragraph) (as the case may be) shall
be deemed to constitute a Material Document Defect or Material Breach, as the
case may be, as to each such Crossed Mortgage Loan, and the applicable mortgage
loan seller shall be obligated to repurchase or replace each such Crossed
Mortgage Loan in accordance with the provisions of the applicable mortgage loan
purchase agreement, unless, in the case of such breach or document defect, (A)
the applicable mortgage loan seller provides a nondisqualification opinion to
the trustee for the benefit of the Certificateholders at the expense of that
mortgage loan seller and (B) both of the following conditions would be satisfied
if the mortgage loan seller were to repurchase or replace only those mortgage
loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loans"): (1) the debt service coverage ratio for all
such Crossed Mortgage Loans (excluding the Affected Loans) for the four calendar
quarters immediately preceding the repurchase or replacement (determined in
accordance with the applicable mortgage loan purchase agreement) is equal to at
least the greater of (x) the debt service coverage ratio for all such mortgage
loans (including the Affected Loans) set forth under the heading "NCF DSCR" in
Appendix II to this prospectus supplement and (y) 1.25x, and (2) the
loan-to-value ratio for all such Crossed Mortgage Loans (excluding the Affected
Loans) is not greater than the lesser of (x) the current loan-to-value ratio for
all such mortgage loans (including the Affected Loans) set forth under the
heading "Cut-off Date LTV" in Appendix II to this prospectus supplement and (y)
75%. The determination of the applicable master servicer as to whether either of
the conditions set forth above has been satisfied shall be conclusive and
binding in the absence of manifest error. The applicable master servicer will be
entitled to cause, or direct the applicable mortgage loan seller to cause, to be
delivered to the master servicer an appraisal of any or all of the related
mortgaged properties for purposes of determining whether the condition set forth
in clause (2) above has been satisfied, in each case at the expense of the
applicable mortgage loan seller if the scope and cost of such appraisal is
approved by such mortgage loan seller (such approval not to be unreasonably
withheld).

CHANGES IN MORTGAGE POOL CHARACTERISTICS

     The description in this prospectus supplement of the Mortgage Pool and the
mortgaged properties is based upon the Mortgage Pool as expected to be
constituted at the time the Offered Certificates are issued. Prior to the
issuance of the Offered Certificates, a mortgage loan may be removed from the
Mortgage Pool if we deem such removal necessary or appropriate or if it is
prepaid. A limited number of other mortgage loans may be included in the
Mortgage Pool prior to the issuance of the Offered Certificates, unless
including such mortgage loans would materially alter the characteristics of the
Mortgage Pool as described in this prospectus supplement. The information
presented in this prospectus supplement is representative of the characteristics
of the Mortgage Pool as it will be constituted at the time the Offered
Certificates are issued, although the range of mortgage rates and maturities and
certain other characteristics of the mortgage loans in the Mortgage Pool may
vary.


                                     S-171



                         SERVICING OF THE MORTGAGE LOANS

GENERAL

     Each master servicer and special servicer, either directly or through the
Primary Servicers or sub-servicers, will be required to service and administer
the mortgage loans (or any Serviced Loan Group) for which it is master servicer
or special servicer in accordance with the Servicing Standard. With respect to
the Natick Mall Mortgage Loan, the Jones Road Shopping Center Mortgage Loan and
each LaSalle Senior Mortgage Loan, the following discussion pertains to the
servicing of the entire Natick Mall Loan Group, the Jones Road Shopping Center
Loan Group and LaSalle Loan Group, respectively.

     Each master servicer and special servicer is required to adhere to the
Servicing Standard without regard to any conflict of interest that it may have,
any fees or other compensation to which it is entitled, any relationship it may
have with any borrower or any mortgage loan seller, and the different payment
priorities among the Classes of Certificates. Any master servicer, the special
servicer and any Primary Servicer may become the owner or pledgee of
Certificates with the same rights as each would have if it were not a master
servicer, the special servicer or a Primary Servicer, as the case may be.

     Any such interest of a master servicer, the special servicer or a Primary
Servicer in the Certificates will not be taken into account when evaluating
whether actions of such master servicer, special servicer or Primary Servicer
are consistent with their respective obligations in accordance with the
Servicing Standard, regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by such master servicer,
special servicer or Primary Servicer. In addition, a master servicer or the
special servicer may lend money on a secured or unsecured basis to, accept
deposits from, and otherwise generally engage in any kind of business or
dealings with, any borrower as though such master servicer or special servicer
were not a party to the transactions contemplated hereby.

     The master servicer for mortgage loans that are not PMCF mortgage loans
intends to enter into an agreement with each of the Primary Servicers acting as
primary servicer for its related mortgage loans, under which the Primary
Servicers will assume many of the servicing obligations of the master servicer
presented in this section with respect to mortgage loans sold by it or its
affiliates to the trust. The Primary Servicers are subject to the Servicing
Standard. If an Event of Default occurs in respect of such master servicer and
such master servicer is terminated, such termination will not in and of itself
cause the termination of any Primary Servicer. Notwithstanding the provisions of
any primary servicing agreement or the Pooling and Servicing Agreement, each
master servicer shall remain obligated and liable to the trustee, paying agent,
the special servicer and the Certificateholders for servicing and administering
the mortgage loans in accordance with the provisions of the Pooling and
Servicing Agreement to the same extent as if such master servicer was alone
servicing and administering the mortgage loans.

     Each of the master servicers, the Primary Servicers and the special
servicer are permitted to enter into a sub-servicing agreement and any such
sub-servicer will receive a fee for the services specified in such sub-servicing
agreement. However, any sub-servicing is subject to various conditions set forth
in the Pooling and Servicing Agreement including the requirement that (with
limited exceptions, which related to reporting under Regulation AB by a
sub-servicer engaged at the request of a mortgage loan seller) the master
servicers, the Primary Servicers or the special servicer, as the case may be,
will remain liable for their respective servicing obligations under the Pooling
and Servicing Agreement. The master servicers or the special servicer, as the
case may be, will be required to pay any servicing compensation due to any
sub-servicer out of its own funds.

     The master servicer or special servicer may resign from the obligations and
duties imposed on it under the Pooling and Servicing Agreement, upon 30 days'
notice to the trustee and the paying agent; provided that:

     o    a successor master servicer or special servicer is available and
          willing to assume the obligations of such master servicer or special
          servicer, and accepts appointment as successor master servicer or
          special servicer, on substantially the same terms and conditions, and
          for not more than equivalent compensation;

     o    the applicable master servicer or special servicer bears all costs
          associated with its resignation and the related transfer of servicing;
          and

     o    the Rating Agencies have confirmed in writing that such servicing
          transfer will not result in a withdrawal, downgrade or qualification
          of the then current ratings on the Certificates.


                                     S-172



     Furthermore, any master servicer or special servicer may resign if it
determines that its duties are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities
carried on by it. A resignation of a master servicer will not affect the rights
and obligations of the Primary Servicers to continue to act as Primary
Servicers. If a master servicer ceases to serve as such and shall not have been
replaced by a qualified successor, the trustee or an agent of the trustee will
assume such master servicer's duties and obligations under the Pooling and
Servicing Agreement. If the special servicer shall cease to serve as such and a
qualified successor shall not have been engaged, the trustee or an agent of the
trustee will assume the duties and obligations of the special servicer. In the
event the trustee or any agent of the trustee assumes the duties and obligations
of the master servicer or special servicer under such circumstances, the trustee
will be permitted to resign as master servicer or special servicer
notwithstanding the first sentence of this paragraph if it has been replaced by
a qualified successor pursuant to the terms of the Pooling and Servicing
Agreement.

     The relationship of each master servicer and special servicer to the
trustee is intended to be that of an independent contractor and not that of a
joint venturer, partner or agent.

     Neither master servicer will have any responsibility for the performance of
the other master servicer's duties or either special servicer's duties under the
Pooling and Servicing Agreement, and neither special servicer will have any
responsibility for the performance of either master servicer's duties under the
Pooling and Servicing Agreement.

     The master servicers (each with respect to the respective mortgage loans
for which it is the applicable master servicer) initially will be responsible
for the servicing and administration of the entire Mortgage Pool. However, the
special servicer will be responsible for servicing and administering any
Specially Serviced Mortgage Loans for which they are acting as special servicer.

     Upon the occurrence of any of the events set forth under the term
"Specially Serviced Mortgage Loan" in the "Glossary of Terms" to this prospectus
supplement, the applicable master servicer will be required to transfer its
principal servicing responsibilities with respect thereto to the special
servicer for such mortgage loan in accordance with the procedures set forth in
the Pooling and Servicing Agreement. Notwithstanding such transfer, the
applicable master servicer will continue to receive any payments on such
mortgage loan, including amounts collected by the special servicer, to make
selected calculations with respect to such mortgage loan, and to make
remittances to the paying agent and prepare reports for the trustee and the
paying agent with respect to such mortgage loan. If title to the related
mortgaged property is acquired by the trust, whether through foreclosure,
deed-in-lieu of foreclosure or otherwise, the special servicer for such mortgage
loan will be responsible for the operation and management thereof and such loan
will be considered a Specially Serviced Mortgage Loan.

     A Specially Serviced Mortgage Loan can become a Rehabilitated Mortgage Loan
to which the master servicer for such mortgage loan will re-assume all servicing
responsibilities.

     The master servicers and the special servicer will, in general, each be
required to pay all ordinary expenses incurred by them in connection with their
servicing activities, for their respective mortgage loans, under the Pooling and
Servicing Agreement and will not be entitled to reimbursement therefor except as
expressly provided in the Pooling and Servicing Agreement. See "Description of
the Offered Certificates--Advances--Servicing Advances" in this prospectus
supplement.

     The master servicers, the special servicer and any partner, member,
manager, director, officer, employee or agent of any of them will be entitled to
indemnification from the trust out of collections on, and other proceeds of, the
mortgage loans (and, if and to the extent that the matter relates to any
Serviced Loan Group, out of collections on, and other proceeds of, the related
loans not included in the trust) against any loss, liability, or expense
incurred in connection with any legal action or claim relating to the Pooling
and Servicing Agreement, the mortgage loans, the Subordinate Loans or the
Certificates other than any loss, liability or expense incurred by reason of the
applicable master servicer's or special servicer's respective willful
misfeasance, bad faith or negligence in the performance of their respective
duties under the Pooling and Servicing Agreement.

     Master Servicer Compensation

     Each master servicer will be entitled to a Master Servicing Fee equal to
the Master Servicing Fee Rate applied to the outstanding Scheduled Principal
Balance of the mortgage loans for which it is acting as master servicer,


                                     S-173



including REO Properties. Each master servicer will be entitled to retain as
additional servicing compensation all investment income earned on amounts on
deposit in the Certificate Account maintained by it and interest on escrow
accounts if permitted by the related loan documents and applicable law, and
other fees payable in connection with the servicing of the mortgage loans to the
extent provided in the Pooling and Servicing Agreement.

     The related Master Servicing Fee for each master servicer will be reduced,
on each Distribution Date by the amount, if any, of a Compensating Interest
Payment required to be made by such master servicer on such Distribution Date.
Any Net Aggregate Prepayment Interest Shortfall will be allocated as presented
under "Description of the Offered Certificates--Distributions--Prepayment
Interest Shortfalls and Prepayment Interest Excesses" in this prospectus
supplement. If Prepayment Interest Excesses for all mortgage loans serviced by a
master servicer (including Specially Serviced Mortgage Loans) exceed Prepayment
Interest Shortfalls for such mortgage loans as of any Distribution Date, such
excess amount will be payable to the master servicer as additional servicing
compensation.

     In addition, each master servicer will be entitled to 50% of all assumption
fees received in connection with any mortgage loans which are not Specially
Serviced Mortgage Loans (unless, in certain circumstances, special servicer
consent was not required in connection with the assumption, in which event the
master servicer will be entitled to 100% of the assumption fees with respect
thereto).

     In the event that either master servicer resigns or is no longer master
servicer for any reason, such master servicer will continue to have the right to
receive the Excess Servicing Fee with respect to the mortgage loans serviced by
such master servicer. Any successor servicer will receive the Master Servicing
Fee as compensation.

     See also "Description of the Offered Certificates--Distributions--Fees and
Expenses" in this prospectus supplement.

EVENTS OF DEFAULT

     If an Event of Default described under the third, fourth, eighth or ninth
bullet under the definition of "Event of Default" under the "Glossary of Terms"
has occurred, the obligations and responsibilities of such master servicer under
the Pooling and Servicing Agreement will terminate on the date which is 60 days
following the date on which the trustee or Morgan Stanley Capital I Inc. gives
written notice to such master servicer that it is terminated. If an event of
default described under the first, second, fifth, sixth or seventh bullet under
the definition of "Event of Default" under the "Glossary of Terms" has occurred,
the obligations and responsibilities of such master servicer under the Pooling
and Servicing Agreement will terminate, immediately upon the date which the
trustee or Morgan Stanley Capital I Inc. give written notice to such master
servicer that it is terminated. After any Event of Default (other than an Event
of Default described under the ninth bullet under the definition of "Event of
Default" under the "Glossary of Terms"), the trustee may elect to terminate such
master servicer by providing such notice, and shall provide such notice if
holders of Certificates representing more than 25% of the Certificate Balance of
all Certificates so direct the trustee. After an Event of Default described
under the ninth bullet under the definition of "Event of Default" under the
"Glossary of Terms," the trustee shall, at the written direction of the holders
of Certificates representing not less than 51% of the Certificate Balance of all
Certificates or at the direction of the holders of a majority of the Controlling
Class, terminate such master servicer.

     Upon such termination, all authority, power and rights of such master
servicer under the Pooling and Servicing Agreement, whether with respect to the
mortgage loans or otherwise, shall terminate except for any rights related to
indemnification, unpaid servicing compensation or unreimbursed Advances and
related interest or its portion of the Excess Servicing Fee; provided that in no
event shall the termination of a master servicer be effective until a successor
servicer shall have succeeded a master servicer as successor servicer, subject
to approval by the Rating Agencies, notified the applicable master servicer of
such designation, and such successor servicer shall have assumed the applicable
master servicer's obligations and responsibilities with respect to the mortgage
loans as set forth in the Pooling and Servicing Agreement. The trustee may not
succeed the master servicer as servicer until and unless it has satisfied the
provisions specified in the Pooling and Servicing Agreement. However, if a
master servicer is terminated as a result of an Event of Default described under
the fifth, sixth or seventh bullet under the definition of "Event of Default"
under the "Glossary of Terms," the trustee shall act as successor servicer
immediately and shall use commercially reasonable efforts to either satisfy the
conditions specified in the Pooling


                                     S-174



and Servicing Agreement or transfer the duties of such master servicer to a
successor servicer who has satisfied such conditions.

     Pursuant to the Pooling and Servicing Agreement, a successor master
servicer must (i) be a servicer as to which the Rating Agencies have confirmed
in writing that the servicing transfer to such successor will not result in a
withdrawal, downgrade or qualification of the then current ratings on the
Certificates and (ii) if it is a general master servicer, assume the obligations
under the primary servicing agreements entered into by the applicable
predecessor master servicer. If any master servicer is terminated based upon an
Event of Default related to a rating agency downgrade or its failure to remain
on an approved servicer list of any Rating Agency, then such master servicer
shall have the right to enter into a sub-servicing agreement or primary
servicing agreement with the applicable successor master servicer with respect
to all applicable mortgage loans that are not then subject to a sub-servicing
agreement or primary servicing agreement, so long as such terminated master
servicer is on the approved select list of commercial mortgage loan servicers
maintained by S&P and has a commercial loan primary servicer rating of at least
CPS3 (or the equivalent) from Fitch (or obtains a confirmation from each Rating
Agency as to which such terminated master servicer does not satisfy the
applicable rating level described above that such primary or sub-servicing
servicing arrangement will not result in a withdrawal, downgrade or
qualification of the then current ratings on the Certificates) and the Operating
Adviser has consented to such primary servicing or sub-servicing arrangement.

     However, if either master servicer is terminated solely due to an Event of
Default described in the eighth or ninth bullet of the definition of Event of
Default, and prior to being replaced as described in the previous paragraph such
master servicer as a terminated master servicer provides the trustee with the
appropriate "request for proposal" material and the names of potential bidders,
the trustee will solicit good faith bids for such master servicer's rights to
master service mortgage loans in accordance with the Pooling and Servicing
Agreement (which rights will be subject to the continuation of the respective
Primary Servicers as Primary Servicers in the absence of a primary servicing
event of default by the respective Primary Servicer). The trustee will have
thirty days to sell those rights and obligations to a successor servicer that
meets the requirements of a master servicer under the Pooling and Servicing
Agreement; provided that the Rating Agencies have confirmed in writing that such
servicing transfer will not result in a withdrawal, downgrade or qualification
of the then current ratings on the Certificates. The termination of such master
servicer as a master servicer will be effective when such servicer has succeeded
the terminated master servicer, as successor master servicer and such successor
master servicer has assumed the terminated master servicer's master servicing
obligations and responsibilities under the Pooling and Servicing Agreement. If a
successor is not appointed within thirty days, such master servicer will be
replaced by the trustee as described in the previous paragraph.

     The Pooling and Servicing Agreement does not provide for any such successor
to receive any compensation in excess of that paid to the applicable predecessor
master servicer. Such predecessor master servicer is required to cooperate with
respect to the transfer of servicing and to pay for the expenses of its
termination and replacement if such termination is due to an Event of Default or
voluntary resignation.

     Special Servicer Compensation

     The special servicer will be entitled to receive:

     o    a Special Servicing Fee;

     o    a Workout Fee; and

     o    a Liquidation Fee.

     The Special Servicing Fee will be payable monthly from general collections
on all the mortgage loans (or, to the extent solely related to a Serviced Loan
Group, from collections on such Serviced Loan Group) and, to the extent of the
trust's interest therein, any foreclosure properties, prior to any distribution
of such collections to Certificateholders or the holder of a related Subordinate
Loan, as applicable). The Workout Fee with respect to any Rehabilitated 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;
otherwise such fee is paid until the maturity of such mortgage loan. If the
special servicer is terminated or resigns for any reason, it will retain the
right to receive


                                     S-175



any Workout Fees payable on mortgage loans that became Rehabilitated Mortgage
Loans while it acted as special servicer and remained Rehabilitated Mortgage
Loans at the time of such termination or resignation, as well as certain
mortgage loans that became Rehabilitated Mortgage Loans within three months
following such termination or resignation, until such mortgage loan becomes a
Specially Serviced Mortgage Loan or if the related mortgaged property becomes an
REO Property. The successor special servicer will not be entitled to any portion
of such Workout Fees.

     The special servicer is also entitled to retain, in general, all assumption
fees, modification fees, default interest and extension fees collected on
Specially Serviced Mortgage Loans for which it is acting as special servicer and
50% of such fees on non-Specially Serviced Mortgage Loans (unless special
servicer consent was not required in connection with the assumption), certain
borrower-paid fees, investment income earned on amounts on deposit in any
accounts maintained for REO Property collections, and other charges specified in
the Pooling and Servicing Agreement. The Special Servicing Fee, the Liquidation
Fee and the Workout Fee will be obligations of the trust and will represent
Expense Losses. The Special Servicer Compensation will be payable in addition to
the Master Servicing Fee payable to the master servicer. The special servicer
will generally be entitled to approve assumptions with respect to the mortgage
loans.

     As described in this prospectus supplement under "--The Operating Adviser,"
the Operating Adviser will have the right to receive notification of certain
actions of the special servicer, subject to the limitations described in this
prospectus supplement. See also "Description of the Offered
Certificates--Distributions--Fees and Expenses" in this prospectus supplement.

     Termination of Special Servicer

     The trustee may terminate the special servicer upon a Special Servicer
Event of Default. The termination of the special servicer will be effective when
a successor special servicer meeting the requirements of the special servicer
under the Pooling and Servicing Agreement has succeeded the special servicer as
successor special servicer and such successor special servicer has assumed the
special servicer's obligations and responsibilities with respect to the
applicable mortgage loans, as set forth in an agreement substantially in the
form of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement
does not provide for any such successor to receive any compensation in excess of
that paid to the applicable predecessor special servicer. Such predecessor
special servicer is required to cooperate with respect to the transfer of
servicing and to pay for the expenses of its termination and replacement, if
such termination is due to a Special Servicer Event of Default or voluntary
resignation.

     In addition to the termination of the special servicer upon a Special
Servicer Event of Default, upon the direction of the Operating Adviser, subject
to the satisfaction of certain conditions, the trustee will remove the special
servicer from its duties as special servicer at any time upon the appointment
and acceptance of such appointment by a successor special servicer appointed by
the Operating Adviser; provided that, prior to the effectiveness of any such
appointment the trustee shall have received a letter from each Rating Agency to
the effect that such appointment would not result in a downgrade, qualification
or withdrawal in any rating then assigned to any Class of Certificates. Subject
to the same conditions, the Operating Adviser may also appoint the successor
special servicer if the special servicer is terminated in connection with an
Event of Default.

THE OPERATING ADVISER

     An Operating Adviser appointed by the holders of a majority of the
Controlling Class will have the right to receive notification from the special
servicer in regard to certain actions. The special servicer will not be
permitted to take any of the following actions with respect to any Mortgage Loan
unless and until it has notified the Operating Adviser in writing and such
Operating Adviser has not objected in writing (i) within 5 Business Days of
having been notified thereof in respect of actions relating to non-Specially
Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with
the time periods set forth in the Primary Servicing Agreement with respect to
such actions) and (ii) within 10 Business Days of having been notified thereof
in respect of actions relating to Specially Serviced Mortgage Loans 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 Special Servicer within such 5 Business Day or 10 Business Day period, as
applicable, then the Operating Adviser's approval will be deemed to have been
given) of, among other things:


                                     S-176



     o    any modification, amendment or waiver, or consent to modification,
          amendment or waiver, of a Money Term of a mortgage loan other than an
          extension of the original maturity date for 2 years or less;

     o    any actual or proposed foreclosure or comparable conversion of the
          ownership of a mortgaged property;

     o    any proposed sale of a Specially Serviced Mortgage Loan, other than in
          connection with the termination of the trust as described in this
          prospectus supplement under "Description of the Offered
          Certificates--Optional Termination";

     o    any determination to bring an REO Property into compliance with
          applicable environmental laws;

     o    any acceptance of substitute or additional collateral for a mortgage
          loan (except with respect to a defeasance);

     o    any acceptance of a discounted payoff;

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

     o    any acceptance of an assumption agreement releasing a borrower from
          liability under a mortgage loan;

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

     o    any release of "earn-out" reserves on deposit in an escrow reserve
          account, other than where such release does not require the consent of
          the lender; and

     o    any franchise changes or certain management company changes for which
          the special servicer is required to consent.

     Other than with respect to a proposed sale of a Specially Serviced Mortgage
Loan, the Operating Adviser will also be entitled to advise the special servicer
with respect to the foregoing actions.

     In addition, subject to the satisfaction of certain conditions, the
Operating Adviser will have the right to direct the trustee to remove the
special servicer at any time, with or without cause, upon the appointment and
acceptance of such appointment by a successor special servicer appointed by the
Operating Adviser; provided that, prior to the effectiveness of any such
appointment the trustee shall have received a letter from each Rating Agency to
the effect that such appointment would not result in a downgrade or withdrawal
in any rating then assigned to any Class of Certificates. The Operating Adviser
shall pay costs and expenses incurred in connection with the removal and
appointment of the special servicer (unless such removal is based on certain
events or circumstances specified in the Pooling and Servicing Agreement).

     At any time, the holders of a majority of the Controlling Class may direct
the paying agent in writing to hold an election for an Operating Adviser, which
election will be held commencing as soon as practicable thereafter.

     The Operating Adviser will be responsible for its own expenses.

     Notwithstanding the foregoing, in the event that no Operating Adviser has
been appointed, or no Operating Adviser has been identified to the master
servicers or special servicer, as applicable, then the master servicer or
special servicer, as applicable, will have no duty to consult with, provide
notice to, or seek the advice of any such Operating Adviser.

MORTGAGE LOAN MODIFICATIONS

     Capmark, as general master servicer, will have the right to permit
non-material, routine modifications to the performing (non-specially serviced)
mortgage loans it services, pursuant to the terms of the Pooling and Servicing
Agreement.


                                     S-177



     Subject to any restrictions applicable to REMICs, the special servicer will
be permitted to enter into a modification, waiver or amendment of the terms of
any Specially Serviced Mortgage Loan for which it is acting as special servicer,
including any modification, waiver or amendment to:

     o    reduce the amounts owing under any Specially Serviced Mortgage Loan by
          forgiving principal, accrued interest and/or any Prepayment Premium or
          Yield Maintenance Charge;

     o    reduce the amount of the Scheduled Payment on any Specially Serviced
          Mortgage Loan, including by way of a reduction in the related mortgage
          rate;

     o    forbear in the enforcement of any right granted under any mortgage
          note or mortgage relating to a Specially Serviced Mortgage Loan;

     o    extend the maturity date of any Specially Serviced Mortgage Loan;
          and/or

     o    accept a Principal Prepayment during any Lockout Period;

provided in each case that (1) the related borrower is in default with respect
to the Specially Serviced Mortgage Loan or, in the reasonable judgment of the
special servicer, such default is reasonably foreseeable and (2) in the
reasonable judgment of the special servicer, such modification, waiver or
amendment would increase the recovery to the Certificateholders (or, with
respect to any Serviced Loan Group, to the Certificateholders and the holder of
the related mortgage loans not included in the trust, as a collective whole) on
a net present value basis, as demonstrated in writing by the special servicer to
the trustee and the paying agent.

     In no event, however, will the special servicer be permitted to:

     o    extend the maturity date of a Specially Serviced Mortgage Loan beyond
          a date that is 2 years prior to the Rated Final Distribution Date; or

     o    if the Specially Serviced Mortgage Loan is secured by a ground lease,
          extend the maturity date of such Specially Serviced Mortgage Loan
          unless the special servicer gives due consideration to the remaining
          term of such ground lease.

     Additionally, the special servicer will be permitted to modify performing
mortgage loans subject to the special servicer consulting with counsel, and if
the special servicer deems it necessary, the receipt of an opinion from counsel
stating that such modification will not result in the violation of any REMIC
provisions under the Code.

     Modifications that forgive principal or interest (other than default
interest) of a mortgage loan will result in Realized Losses on such mortgage
loan and such Realized Losses will be allocated among the various Classes of
Certificates in the manner described under "Description of the Offered
Certificates--Distributions--Subordination; Allocation of Losses and Certain
Expenses" in this prospectus supplement.

     The modification of a mortgage loan may tend to reduce prepayments by
avoiding liquidations and therefore may extend the weighted average life of the
Certificates beyond that which might otherwise be the case. See "Yield,
Prepayment and Maturity Considerations" in this prospectus supplement.

SALE OF DEFAULTED MORTGAGE LOANS

     The Pooling and Servicing Agreement grants to each of (a) any mortgage loan
seller with respect to each mortgage loan it sold, (b) the holder of
Certificates representing the greatest percentage interest in the Controlling
Class and (c) the special servicer (with respect to its mortgage loans), in that
order, an option (the "Option") to purchase from the trust any defaulted
mortgage loan that is at least 60 days delinquent as to any monthly debt service
payment (or is delinquent as to its Balloon Payment). The "Option Purchase
Price" for a defaulted mortgage loan will equal the fair value of such mortgage
loan, as determined by the special servicer upon the request of any holder of
the Option. The special servicer is required to recalculate the fair value of
such defaulted mortgage loan if there has been a material change in
circumstances or the special servicer has received new information that has a
material effect on value (or otherwise if the time since the last valuation
exceeds 60 days). If the Option is exercised by either of the special servicer
or the holder of Certificates representing the greatest percentage interest in
the


                                     S-178



Controlling Class or any of their affiliates then, prior to the exercise of the
Option, the trustee will be required to verify, in accordance with the Pooling
and Servicing Agreement, that the Option Purchase Price is a fair price. The
reasonable, out of pocket expenses of the special servicer and the trustee
incurred in connection with any such determination of the fair value of a
mortgage loan shall be payable and reimbursed to the special servicer and the
trustee as an expense of the trust.

     The Option is assignable to a third party by the holder thereof, and upon
such assignment such third party shall have all of the rights granted to the
original holder of such Option. The Option will automatically terminate, and
will not be exercisable, if the mortgage loan to which it relates is no longer
delinquent, because the defaulted mortgage loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a work-out arrangement, (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off), (iv) been purchased by the related mortgage loan seller pursuant to
the Pooling and Servicing Agreement or (v) been purchased by the holder of a
related mezzanine loan pursuant to a purchase option set forth in the related
intercreditor agreement.

FORECLOSURES

     The special servicer may at any time, with respect to mortgage loans for
which it is acting as special servicer, with notification to the Operating
Adviser and in accordance with the Pooling and Servicing Agreement, institute
foreclosure proceedings, exercise any power of sale contained in any mortgage,
accept a deed in lieu of foreclosure or otherwise acquire title to a mortgaged
property by operation of law or otherwise, if such action is consistent with the
Servicing Standard and a default on the related mortgage loan has occurred but
subject, in all cases, to limitations concerning environmental matters and, in
specified situations, the receipt of an opinion of counsel relating to REMIC
requirements.

     If any mortgaged property is acquired as described in the preceding
paragraph, the special servicer is required to use reasonable efforts to sell
the REO Property as soon as practicable consistent with the requirement to
maximize proceeds for all Certificateholders (or, with respect to any Serviced
Loan Group, to the Certificateholders and the holder of the related mortgage
loans not included in the trust, as a collective whole, but taking into account
the subordinate nature of the related Subordinate Loan or Subordinate Loans, if
any) but in no event later than 3 years after the end of the year in which it
was acquired (as such period may be extended by an application to the Internal
Revenue Service or following receipt of an opinion of counsel that such
extension will not result in the failure of such mortgaged property to qualify
as "foreclosure property" under the REMIC provisions of the Code), or any
applicable extension period, unless the special servicer has obtained an
extension from the Internal Revenue Service or has previously delivered to the
trustee an opinion of counsel to the effect that the holding of the REO Property
by the trust subsequent to 3 years after the end of the year in which it was
acquired, or to the expiration of such extension period, will not result in the
failure of such REO Property to qualify as "foreclosure property" under the
REMIC provisions of the Code. In addition, the special servicer is required to
use its best efforts to sell any REO Property prior to the Rated Final
Distribution Date.

     If the trust acquires a mortgaged property by foreclosure or deed-in-lieu
of foreclosure upon a default of a mortgage loan, the Pooling and Servicing
Agreement provides that the special servicer, on behalf of the trustee, must
administer such mortgaged property so that it qualifies at all times as
"foreclosure property" within the meaning of Code Section 860G(a)(8). The
Pooling and Servicing Agreement also requires that any such mortgaged property
be managed and operated by an "independent contractor," within the meaning of
applicable Treasury regulations, who furnishes or renders services to the
tenants of such mortgaged property. Generally, REMIC I will not be taxable on
income received with respect to its allocable share of a mortgaged property to
the extent that it constitutes "rents from real property," within the meaning of
Code Section 856(c)(3)(A) and Treasury regulations thereunder. "Rents from real
property" do not include the portion of any rental based on the net income or
gain of any tenant or sub-tenant. No determination has been made whether rent on
any of the mortgaged properties meets this requirement. "Rents from real
property" include charges for services customarily furnished or rendered in
connection with the rental of real property, whether or not the charges are
separately stated. Services furnished to the tenants of a particular building
will be considered as customary if, in the geographic market in which the
building is located, tenants in buildings which are of similar class are
customarily provided with the service. No determination has been made whether
the services furnished to the tenants of the mortgaged properties are
"customary" within the meaning of applicable regulations. It is therefore
possible that a portion of the rental income with respect to a mortgaged
property owned by a trust, would not constitute "rents from real property," or
that all of the rental income would not so qualify if the non-customary services
are not provided by an independent contractor


                                     S-179



or a separate charge is not stated. In addition to the foregoing, any net income
from a trade or business operated or managed by an independent contractor on a
mortgaged property allocable to REMIC I, including but not limited to a hotel
business, will not constitute "rents from real property." Any of the foregoing
types of income may instead constitute "net income from foreclosure property,"
which would be taxable to REMIC I at the highest marginal federal corporate
rate--currently 35%--and may also be subject to state or local taxes. Any such
taxes would be chargeable against the related income for purposes of determining
the Net REO Proceeds available for distribution to holders of Certificates.
Under the Pooling and Servicing Agreement, the special servicer is required to
determine whether the earning of such income taxable to REMIC I would result in
a greater recovery to the Certificateholders on a net after-tax basis than a
different method of operation of such property. Prospective investors are
advised to consult their own tax advisors regarding the possible imposition of
REO Taxes in connection with the operation of commercial REO Properties by
REMICs.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following discussion, when read in conjunction with the discussion of
"Federal Income Tax Consequences" in the prospectus, describes the material
federal income tax considerations for investors in the Offered Certificates.
However, these two discussions do not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules, and do not address state and local tax considerations.
Prospective purchasers should consult their own tax advisors in determining the
federal, state, local and any other tax consequences to them of the purchase,
ownership and disposition of the Offered Certificates.

GENERAL

     For United States federal income tax purposes, three separate REMIC
elections will be made with respect to designated portions of the trust (REMIC
I, REMIC II and REMIC III), other than that portion of the trust consisting of
the rights to Excess Interest and the Excess Interest Sub-account (the "Excess
Interest Grantor Trust"). See "Federal Income Tax Consequences--REMICs--Tiered
REMIC Structures" in the prospectus. Upon the issuance of the Offered
Certificates, Cadwalader, Wickersham & Taft LLP, counsel to Morgan Stanley
Capital I Inc., will deliver its opinion generally to the effect that, assuming:

     o    the making of proper elections;

     o    the accuracy of all representations made with respect to the mortgage
          loans;

     o    ongoing compliance with all provisions of the Pooling and Servicing
          Agreement and other related documents and no amendments thereof; and

     o    compliance with applicable provisions of the Code, as it may be
          amended from time to time, and applicable Treasury Regulations adopted
          thereunder;

for federal income tax purposes, (1) each of REMIC I, REMIC II and REMIC III
will qualify as a REMIC under the Code; (2) the Residual Certificates will
represent three separate Classes of REMIC residual interests evidencing the sole
Class of "residual interests" in REMIC I in the case of the Class R-I
Certificates, the sole Class of "residual interests" in REMIC II, in the case of
the Class R-II Certificates and the sole Class of "residual interests" in REMIC
III, in the case of the Class R-III Certificates; (3) the REMIC Regular
Certificates will evidence the "regular interests" in, and will be treated as
debt instruments of, REMIC III; (4) the Excess Interest Grantor Trust will be
treated as a grantor trust for federal income tax purposes; and (5) the Class EI
Certificates will represent beneficial ownership of the assets of the Excess
Interest Grantor Trust. See "Federal Income Tax Consequences--REMICs--Taxation
of Owners of REMIC Regular Certificates" in the prospectus for a discussion of
the principal federal income tax consequences of the purchase, ownership and
disposition of the Offered Certificates.

     The Offered Certificates will be "real estate assets" within the meaning of
Section 856(c)(4)(A) and 856(c)(5)(B) of the Code for a real estate investment
trust in the same proportion that the assets in the related REMIC would be so
treated. In addition, interest, including OID, if any, on the Offered
Certificates will be interest described in Section 856(c)(3)(B) of the Code to
the extent that such Certificates are treated as "real estate assets" under
Section 856(c)(5)(B) of the Code. However, if 95% or more of the related REMIC's
assets are real estate


                                     S-180



assets within the meaning of Section 856(c)(5)(B), then the entire Offered
Certificates shall be treated as real estate assets and all interest from the
Offered Certificates shall be treated as interest described in Section
856(c)(3)(B).

     Moreover, the Offered Certificates will be "qualified mortgages" under
Section 860G(a)(3) of the Code if transferred to another REMIC on its start-up
day in exchange for regular or residual interests therein. Offered Certificates
held by certain financial institutions will constitute "evidences of
indebtedness" within the meaning of Section 582(c)(1) of the Code.

     The Offered Certificates will be treated as assets described in Section
7701(a)(19)(C)(xi) of the Code for a domestic building and loan association
generally only in the proportion which the related REMIC's assets consist of
loans secured by an interest in real property which is residential real property
(initially 23.1% of the Initial Pool Balance) or other property described in
Section 7701(a)(19)(C) of the Code. However, if 95% or more of the related
REMIC's assets are assets described in 7701(a)(19)(C), then the entire Offered
Certificates will be treated as qualified property under 7701(a)(19)(C).

     A mortgage loan that has been defeased with United States Treasury
obligations will not qualify for the foregoing treatments under Sections
856(c)(4)(A), 856(c)(5)(B), 856(c)(3)(B) and 7701(a)(19)(C) of the Code.

ORIGINAL ISSUE DISCOUNT AND PREMIUM

     It is anticipated that the Class ___, Class ___, Class ___, Class ___ and
Class ___ Certificates will be issued at a premium, that Class ___, Class ___
and Class ___ Certificates will be issued with a de minimis amount of original
issue discount and that Class ___ and Class ___ will be issued with original
issue discount for federal income tax purposes.

     Final regulations on the amortization of bond premium (a) do not apply to
regular interests in a REMIC such as the Offered Certificates and (b) state that
they are intended to create no inference concerning the amortization of premium
of such instruments. Holders of each such Class of Certificates should consult
their tax advisors regarding the possibility of making an election to amortize
such premium. See "Federal Income Tax Consequences--REMICs--Taxation of Owners
of REMIC Regular Certificates--Premium" in the prospectus.

     The IRS has issued OID Regulations under Sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with OID.
Purchasers of the Offered Certificates should be aware that the OID Regulations
and Section 1272(a)(6) of the Code do not adequately address all of the issues
relevant to accrual of OID on prepayable securities such as the Offered
Certificates. The OID Regulations in some circumstances permit the holder of a
debt instrument to recognize OID under a method that differs from that of the
issuer. Accordingly, it is possible that holders of Offered Certificates, if
any, issued with OID may be able to select a method for recognizing any OID that
differs from that used by the paying agent in preparing reports to holders of
the Offered Certificates and the IRS. Prospective purchasers of those Offered
Certificates issued with OID are advised to consult their tax advisors
concerning the treatment of any OID with respect to such Offered Certificates.

     To the extent that any offered certificate is purchased in this offering or
in the secondary market at not more than a de minimis discount, as defined in
the prospectus, a holder who receives a payment that is included in the stated
redemption price at maturity, generally the principal amount of such
certificate, will recognize gain equal to the excess, if any, of the amount of
the payment over an allocable portion of the holder's adjusted basis in the
offered certificate. Such allocable portion of the holder's adjusted basis will
be based upon the proportion that such payment of stated redemption price bears
to the total remaining stated redemption price at maturity, immediately before
such payment is made, of such certificate. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Original
Issue Discount and Premium" and "--Sale, Exchange or Redemption" in the
prospectus.

     See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount and Premium" in the prospectus.

     The prepayment assumption that will be used in determining the rate of
accrual of OID, if any, market discount and amortizable bond premium for federal
income tax purposes will be a 0% CPR, as described in the prospectus, applied to
each mortgage loan, other than an ARD Loan, until its maturity. In addition, for
purposes of calculating OID, each of the ARD Loans is assumed to prepay in full
on such mortgage loan's Anticipated Repayment Date.


                                     S-181



For a description of CPR, see "Yield, Prepayment and Maturity Considerations" in
this prospectus supplement. However, we make no representation that the mortgage
loans will not prepay during any such period or that they will prepay at any
particular rate before or during any such period.

     Prepayment Premiums or Yield Maintenance Charges actually collected on the
mortgage loans will be distributed to the holders of each Class of Certificates
entitled thereto as described under "Description of the Offered
Certificates--Distributions--Distributions of Prepayment Premiums and Yield
Maintenance Charges" in this prospectus supplement. It is not entirely clear
under the Code when the amount of a Prepayment Premium or Yield Maintenance
Charge should be taxed to the holders of a Class of Certificates entitled to a
Prepayment Premium or Yield Maintenance Charge. For federal income tax
information reporting purposes, Prepayment Premiums or Yield Maintenance Charges
will be treated as income to the holders of a Class of Certificates entitled to
Prepayment Premiums or Yield Maintenance Charges only after a master servicer's
actual receipt of a Prepayment Premium or a Yield Maintenance Charge to which
the holders of such Class of Certificates is entitled under the terms of the
Pooling and Servicing Agreement, rather than including projected Prepayment
Premiums or Yield Maintenance Charges in the determination of a
Certificateholder's projected constant yield to maturity. However, the timing
and characterization of such income as ordinary income or capital gain is not
entirely clear and the Certificateholders should consult their tax advisors
concerning the treatment of Prepayment Premiums or Yield Maintenance Charges.

ADDITIONAL CONSIDERATIONS

     The special servicer is authorized, when doing so is consistent with
maximizing the trust's net after-tax proceeds from an REO Property, to incur
taxes on the trust in connection with the operation of such REO Property. Any
such taxes imposed on the trust would reduce the amount distributable to the
Certificateholders. See "Servicing of the Mortgage Loans--Foreclosures" in this
prospectus supplement.

     Federal income tax information reporting duties with respect to the Offered
Certificates and REMIC I, REMIC II and REMIC III will be the obligation of the
paying agent, and not of any master servicer.

     For further information regarding the United States federal income tax
consequences of investing in the Offered Certificates, see "Federal Income Tax
Consequences--REMICs" and "State Tax Considerations" in the prospectus.

                   CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

     The following discussion summarizes certain legal aspects of mortgage loans
secured by real property in California (representing approximately 17.4% of the
Initial Pool Balance) which is 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.

CALIFORNIA

     Under California law, a foreclosure may be accomplished either
non-judicially or judicially. Generally, no deficiency judgment is permitted
under California law following a non-judicial sale under a deed of trust but the
borrower has no right of redemption. If the Lender, however, wishes to maintain
the right to a deficiency, it may proceed judicially to foreclose, but
California law requires a lender, except in certain cases involving
environmentally impaired real property, to attempt to satisfy the full debt
through a foreclosure against the property before bringing a personal action, if
otherwise permitted, against the borrower for recovery of the debt. California
case law has held that acts such as an offset of an unpledged account or the
application of rents from secured property prior to foreclosure, under some
circumstances, constitute violations of such statutes. Violations of such
statutes may result in the loss of some or all of the security under the loan.
California law limits any deficiency judgment (if otherwise permitted) against
the borrower, and possibly any guarantor, following a judicial sale to the
excess of the outstanding debt over the greater (i) the fair market value of the
property at the time of the public sale or (ii) the amount of the winning bid in
the foreclosure. Borrowers also are allowed up to a one-year period within which
to redeem the property. These limitations apply to the borrower. A separate
action can in general be maintained against a guarantor except in rare
circumstances.


                                     S-182



                          CERTAIN ERISA CONSIDERATIONS

     ERISA and the Code impose restrictions on Plans that are subject to ERISA
and/or Section 4975 of the Code and on persons that are Parties in Interest with
respect to such Plans. ERISA also imposes duties on persons who are fiduciaries
of Plans subject to ERISA and prohibits certain transactions between a Plan and
Parties in Interest with respect to such Plan. Under ERISA, any person who
exercises any authority or control respecting the management or disposition of
the assets of a Plan, and any person who provides investment advice with respect
to such assets for a fee, is a fiduciary of such Plan. Governmental plans (as
defined in Section 3(32) of ERISA) are not subject to the restrictions of ERISA
and the Code. However, such Plans may be subject to similar provisions of
applicable federal, state or local law.

PLAN ASSETS

     The U.S. Department of Labor ("DOL") has issued a final regulation (29
C.F.R. Section 2510.3-101) concerning the definition of what constitutes the
assets of a Plan. The DOL Regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan makes an "equity" investment will be
deemed for certain purposes, including the prohibited transaction provisions of
ERISA and Section 4975 of the Code, to be assets of the investing Plan unless
certain exceptions apply. Under the terms of the regulation, if the assets of
the trust were deemed to constitute Plan assets by reason of a Plan's investment
in Certificates, such Plan assets would include an undivided interest in the
mortgage loans and any other assets of the trust. If the mortgage loans or other
trust assets constitute Plan assets, then any party exercising management or
discretionary control regarding those assets may be deemed to be a "fiduciary"
with respect to those assets, and thus subject to the fiduciary requirements and
prohibited transaction provisions of ERISA and Section 4975 of the Code with
respect to the mortgage loans and other trust assets.

     Affiliates of Morgan Stanley Capital I Inc., the Underwriters, the master
servicers, the special servicer and certain of their respective affiliates might
be considered or might become fiduciaries or other Parties in Interest with
respect to investing Plans. Moreover, the trustee, the paying agent, the master
servicers, the special servicer, the Operating Adviser, any insurer, primary
insurer or any other issuer of a credit support instrument relating to the
primary assets in the trust or certain of their respective affiliates might be
considered fiduciaries or other Parties in Interest with respect to investing
Plans. In the absence of an applicable exemption, "prohibited
transactions"--within the meaning of ERISA and Section 4975 of the Code--could
arise if Certificates were acquired by, or with "plan assets" of, a Plan with
respect to which any such person is a Party in Interest.

     In addition, an insurance company proposing to acquire or hold the Offered
Certificates with assets of its general account should consider the extent to
which such acquisition or holding would be subject to the requirements of ERISA
and Section 4975 of the Code under John Hancock Mutual Life Insurance Co. v.
Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section 401(c) of ERISA,
as added by the Small Business Job Protection Act of 1996, Public Law No.
104-188, and subsequent DOL and judicial guidance. See "--Insurance Company
General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

     With respect to the acquisition and holding of the Offered Certificates,
the DOL has granted to Morgan Stanley & Co. Incorporated an individual
prohibited transaction exemption (Prohibited Transaction Exemption 90-24, as
amended), which generally exempts from certain of the prohibited transaction
rules of ERISA and Section 4975 of the Code transactions relating to:

     o    the initial purchase, the holding, and the subsequent resale by Plans
          of Certificates evidencing interests in pass-through trusts; and

     o    transactions in connection with the servicing, management and
          operation of such trusts; provided that the assets of such trusts
          consist of certain secured receivables, loans and other obligations
          that meet the conditions and requirements of the Exemption.

The assets covered by the Exemption include mortgage loans such as the mortgage
loans and fractional undivided interests in such loans.


                                      S-183



     The Exemption as applicable to the Offered Certificates (and as modified by
Prohibited Transaction Exemption 2002-41) sets forth the following five general
conditions which must be satisfied for exemptive relief:

     o    the acquisition of the Certificates by a Plan must be 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;

     o    the Certificates acquired by the Plan must have received a rating at
          the time of such acquisition that is in one of the four highest
          generic rating categories from Fitch, Moody's or S&P ;

     o    the trustee cannot be an affiliate of any member of the Restricted
          Group other than an Underwriter; the "Restricted Group" consists of
          the Underwriters, Morgan Stanley Capital I Inc., each master servicer,
          the special servicer, each Primary Servicer and any borrower with
          respect to mortgage loans constituting more than 5% of the aggregate
          unamortized principal balance of the mortgage loans as of the date of
          initial issuance of such Classes of Certificates;

     o    the sum of all payments made to the Underwriters in connection with
          the distribution of the Certificates must represent not more than
          reasonable compensation for underwriting the Certificates; the sum of
          all payments made to and retained by Morgan Stanley Capital I Inc. in
          consideration of the assignment of the mortgage loans to the trust
          must represent not more than the fair market value of such mortgage
          loans; the sum of all payments made to and retained by a master
          servicer, the special servicer, and any sub-servicer must represent
          not more than reasonable compensation for such person's services under
          the Pooling and Servicing Agreement or other relevant servicing
          agreement and reimbursement of such person's reasonable expenses in
          connection therewith; and

     o    the Plan investing in the Certificates must be an "accredited
          investor" as defined in Rule 501(a)(1) of Regulation D of the
          Securities and Exchange Commission under the 1933 Act.

     A fiduciary of a Plan contemplating purchasing any such Class of
Certificates in the secondary market must make its own determination that at the
time of such acquisition, any such Class of Certificates continues to satisfy
the second general condition set forth above. Morgan Stanley Capital I Inc.
expects that, as of the Closing Date, the second general condition set forth
above will be satisfied with respect to each of such Classes of Certificates. A
fiduciary of a Plan contemplating purchasing any such Class of Certificates must
make its own determination that at the time of purchase the general conditions
set forth above will be satisfied with respect to any such Class of
Certificates.

     Before purchasing any such Class of Certificates, a fiduciary of a Plan
should itself confirm (a) that such Certificates constitute "securities" for
purposes of the Exemption and (b) that the specific and general conditions of
the Exemption and the other requirements set forth in the Exemption would be
satisfied. In addition to making its own determination as to the availability of
the exemptive relief provided in the Exemption, the Plan fiduciary should
consider the availability of other prohibited transaction exemptions.

     Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions, but only if, among other requirements:

     o    the investing Plan fiduciary or its affiliates is an obligor with
          respect to 5% or less of the fair market value of the obligations
          contained in the trust;

     o    the Plan's investment in each Class of Certificates does not exceed
          25% of all of the Certificates outstanding of that Class at the time
          of the acquisition; and

     o    immediately after the acquisition, no more than 25% of the assets of
          the Plan are invested in Certificates representing an interest in one
          or more trusts containing assets sold or serviced by the same entity.

     We believe that the Exemption will apply to the acquisition and holding of
the Offered Certificates by Plans or persons acting on behalf of or with "plan
assets" of Plans, and that all of the above conditions of the Exemption, other
than those within the control of the investing Plans or Plan investors, have
been met. Upon request, the Underwriters will deliver to any fiduciary or other
person considering investing "plan assets" of any Plan in the


                                      S-184



Certificates a list identifying each borrower that is the obligor under each
mortgage loan that constitutes more than 5% of the aggregate principal balance
of the assets of the trust.

INSURANCE COMPANY GENERAL ACCOUNTS

     Based on the reasoning of the United States Supreme Court in John Hancock
Mutual Life Ins. Co. v. Harris Trust and Savings Bank, an insurance company's
general account may be deemed to include assets of the Plans investing in the
general account (e.g., through the purchase of an annuity contract), and the
insurance company might be treated as a Party in Interest with respect to a Plan
by virtue of such investment. Any investor that is an insurance company using
the assets of an insurance company general account should note that the Small
Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to
the status of the assets of insurance company general accounts under ERISA and
Section 4975 of the Code. Pursuant to Section 401(c), the Department of Labor
issued final regulations effective January 5, 2000 with respect to insurance
policies issued on or before December 31, 1998 that are supported by an
insurer's general account. As a result of these regulations, assets of an
insurance company general account will not be treated as "plan assets" for
purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of
the Code to the extent such assets relate to contracts issued to employee
benefit plans on or before December 31, 1998 and the insurer satisfied various
conditions.

     Any assets of an insurance company general account which support insurance
policies or annuity contracts issued to Plans after December 31, 1998, or on or
before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in the Subordinate Certificates should consult with their
legal counsel with respect to the applicability of Section 401(c).

     Accordingly, any insurance company that acquires or holds any offered
certificate shall be deemed to have represented and warranted to Morgan Stanley
Capital I Inc., the trustee, the paying agent and each master servicer that (1)
such acquisition and holding is permissible under applicable law, including the
Exemption, will not constitute or result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code, and will not subject Morgan Stanley
Capital I Inc., the trustee, the paying agent, either master servicer, either
special servicer or the certificate registrar to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement or (2) the source of
funds used to acquire and hold such Certificates is an "insurance company
general account," as defined in DOL Prohibited Transaction Class Exemption
95-60, and the applicable conditions set forth in PTCE 95-60 have been
satisfied.

GENERAL INVESTMENT CONSIDERATIONS

     Prospective Plan investors should consult with their legal counsel
concerning the impact of ERISA, Section 4975 of the Code or any corresponding
provisions of applicable federal, state or local law, the applicability of the
Exemption, or other exemptive relief, and the potential consequences to their
specific circumstances, prior to making an investment in the Certificates.
Moreover, each Plan fiduciary should determine whether, under the general
fiduciary standards of ERISA regarding prudent investment procedure and
diversification, an investment in the Certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.

                                LEGAL INVESTMENT

     The Offered 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 Offered Certificates under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase Offered 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
purposes, or as to the ability of particular investors to purchase the Offered
Certificates under applicable legal investment or other restrictions. The
uncertainties referred to above (and any


                                      S-185



unfavorable future determinations concerning 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 their own legal advisors to determine
whether, and to what extent, the Offered Certificates will constitute legal
investments for them or are subject to investment, capital or other
restrictions. See "Legal Investment" in the prospectus.

                                  LEGAL MATTERS

     The validity of the Offered Certificates and the material federal income
tax consequences of investing in the Offered Certificates will be passed upon
for Morgan Stanley Capital I Inc. by Cadwalader, Wickersham & Taft LLP, New
York, New York. Legal matters with respect to the Offered Certificates will be
passed upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York,
New York. Legal matters will be passed upon for LaSalle Bank National
Association (with respect to the Mortgage Loan Seller and Sponsor only) by
Katten Muchin Roseman LLP, Chicago, Illinois, for Morgan Stanley Mortgage
Capital Inc. by Cadwalader, Wickersham & Taft LLP, New York, New York, for
SunTrust Bank by Stites & Harbison, PLLC, Atlanta, Georgia, for Prudential
Mortgage Capital Funding, LLC by Cadwalader, Wickersham & Taft LLP, New York,
New York and for Massachusetts Mutual Life Insurance Company by Cadwalader,
Wickersham & Taft LLP, New York, New York.

                                     RATINGS

     It is a condition of the issuance of the Offered Certificates that they
receive the following credit ratings from Fitch and S&P.

                          CLASS           FITCH   S&P
                          -------------   -----   ---
                          Class A-1....    AAA    AAA
                          Class A-1A...    AAA    AAA
                          Class A-2....    AAA    AAA
                          Class A-NM...    AAA    AAA
                          Class A-3....    AAA    AAA
                          Class A-AB...    AAA    AAA
                          Class A-4....    AAA    AAA
                          Class A-M....    AAA    AAA
                          Class A-J....    AAA    AAA
                          Class B......    AA+    AA+
                          Class C......     AA    AA
                          Class D......    AA-    AA-
                          Class E......     A+    A+
                          Class F......     A      A

     The ratings of the Offered Certificates address the likelihood of the
timely payment of interest and the ultimate payment of principal, if any, due on
the Offered Certificates by the Rated Final Distribution Date, which is the
first Distribution Date that is 24 months after the end of the amortization term
of the mortgage loan, that, as of the Cut-off Date, has the longest remaining
amortization term. The ratings on the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning Rating Agency.

     The ratings of the Certificates do not represent any assessment of (1) the
likelihood or frequency of principal prepayments, voluntary or involuntary, on
the mortgage loans, (2) the degree to which such prepayments might differ from
those originally anticipated, (3) whether and to what extent Prepayment
Premiums, Yield Maintenance Charges, Excess Interest or default interest will be
received, (4) the allocation of Net Aggregate Prepayment Interest Shortfalls or
(5) the tax treatment of the Certificates.

     There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class of
Offered Certificates by a rating agency that has not been requested by Morgan
Stanley Capital I Inc. to do so may be lower than the ratings assigned thereto
at the request of Morgan Stanley Capital I Inc.


                                      S-186



                                GLOSSARY OF TERMS

     The Certificates will be issued pursuant to the Pooling and Servicing
Agreement. The following "Glossary of Terms" is not complete. You should also
refer to the prospectus and the Pooling and Servicing Agreement for additional
definitions. If you send a written request to the trustee at its corporate
office, the trustee will provide to you without charge a copy of the Pooling and
Servicing Agreement, without exhibits and schedules.

     Unless the context requires otherwise, the definitions contained in this
"Glossary of Terms" apply only to this series of Certificates and will not
necessarily apply to any other series of Certificates the trust may issue.

     "Accrued Certificate Interest" means, in respect of each Class of REMIC
Regular Certificates for each Distribution Date, the amount of interest for the
applicable Interest Accrual Period accrued at the applicable Pass-Through Rate
on the aggregate Certificate Balance or Notional Amount, as the case may be, of
such Class of Certificates outstanding immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

     "Additional Servicer" means each affiliate of a master servicer, a sponsor,
the trustee, the Depositor or any Underwriter that services any of the mortgage
loans and each person that is not an affiliate of a master servicer, a sponsor,
the trustee, the Depositor or any Underwriter other than the special servicer,
and who services 10% or more of the mortgage loans based on the principal
balance of the mortgage loans.

     "Administrative Cost Rate" will equal the sum of the rates for which the
related Master Servicing Fee, the Excess Servicing Fee, the related Primary
Servicing Fee and the Trustee Fee for any month (in each case, expressed as a
per annum rate) are calculated for any mortgage loan in such month, as set forth
for each mortgage loan on Appendix II to this prospectus supplement.

     "Advance" means either a Servicing Advance or P&I Advance, as the context
may require.

     "Advance Rate" means a per annum rate equal to the "prime rate" as
published in The Wall Street Journal from time to time or if no longer so
published, such other publication as determined by the trustee in its reasonable
discretion.

     "Annual Report" means one or more reports for each mortgage loan based on
the most recently available rent rolls and most recently available year-end
financial statements of each applicable borrower, to the extent such information
is provided to the master servicer, containing such information and analyses as
required by the Pooling and Servicing Agreement including, without limitation,
Debt Service Coverage Ratios, to the extent available, and in such form as shall
be specified in the Pooling and Servicing Agreement.

     "Anticipated Repayment Date" means, in respect of any ARD Loan, the date on
which a substantial principal payment on an ARD Loan is anticipated to be made
(which is prior to stated maturity).

     "Appraisal Event" means, with respect to any mortgage loan or any Serviced
Loan Group, not later than the earliest of the following:

     o    the date 120 days after the occurrence of any delinquency in payment
          with respect to such mortgage loan (or any Serviced Loan Group, as
          applicable) if such delinquency remains uncured;

     o    the date 30 days after receipt of notice that the related borrower has
          filed a bankruptcy petition, an involuntary bankruptcy has occurred,
          or has consented to the filing of a bankruptcy proceeding against it
          or a receiver is appointed in respect of the related mortgaged
          property; provided that such petition or appointment remains in
          effect;

     o    the effective date of any modification to a Money Term of a mortgage
          loan (or any Serviced Loan Group, as applicable), other than an
          extension of the date that a Balloon Payment is due for a period of
          less than 6 months from the original due date of such Balloon Payment;
          and


                                      S-187



     o    the date 30 days following the date a mortgaged property becomes an
          REO Property.

     "Appraisal Reduction" will equal for any mortgage loan, including a
mortgage loan as to which the related mortgaged property has become an REO
Property, an amount, calculated as of the first Determination Date that is at
least 15 days after the date on which the appraisal is obtained or the internal
valuation is performed, equal to the excess, if any, of:

          the sum of:

     o    the Scheduled Principal Balance of such mortgage loan (or Serviced
          Loan Group, as applicable) (or, in the case of an REO Property, the
          related REO Mortgage Loan), less the undrawn principal amount of any
          letter of credit or debt service reserve, if applicable, that is then
          securing such mortgage loan or any Serviced Loan Group;

     o    to the extent not previously advanced by a master servicer or the
          trustee, all accrued and unpaid interest on such mortgage loan (or
          Serviced Loan Group, as applicable) (or, in the case of an REO
          Property, the related REO Mortgage Loan);

     o    all related unreimbursed Advances and interest on such Advances at the
          Advance Rate; and

     o    to the extent funds on deposit in any applicable Escrow Accounts are
          not sufficient therefor, and to the extent not previously advanced by
          a master servicer, the special servicer or the trustee, all currently
          due and unpaid real estate taxes and assessments, insurance premiums
          and, if applicable, ground rents and other amounts which were required
          to be deposited in any Escrow Account (but were not deposited) in
          respect of the related mortgaged property or REO Property, as the case
          may be,

          over

     o    90% of the value (net of any prior mortgage liens) of such mortgaged
          property or REO Property as determined by such appraisal or internal
          valuation plus the amount of any escrows held by or on behalf of the
          trustee as security for the mortgage loan (or any Serviced Loan Group,
          as applicable) (less the estimated amount of obligations anticipated
          to be payable in the next 12 months to which such escrows relate).

     With respect to each mortgage loan that is cross-collateralized with any
other mortgage loan, the value of each mortgaged property that is security for
each mortgage loan in such cross-collateralized group, as well as the
outstanding amounts under each such mortgage loan, shall be taken into account
when calculating such Appraisal Reduction.

     In the case of the Natick Mall Mortgage Loan, the Jones Road Shopping
Center Mortgage Loan and each LaSalle Senior Mortgage Loan, any Appraisal
Reduction will be calculated in respect of the Natick Mall Mortgage Loan, the
Jones Road Shopping Center Mortgage Loan or LaSalle Senior Mortgage Loan and the
related Subordinate Loan or Subordinate Loans and then allocated first to the
related Subordinate Loan, B Loan or Subordinate Loans until reduced to zero and
then to the Natick Mall Mortgage Loan, the Jones Road Shopping Center Mortgage
Loan or the LaSalle Senior Mortgage Loan, as applicable.

     "ARD Loan" means a mortgage loan that provides for increases in the
mortgage rate and/or principal amortization at a date prior to stated maturity,
which creates an incentive for the related borrower to prepay such mortgage
loan.

     "Assumed Scheduled Payment" means an amount deemed due in respect of:

     o    any Balloon Loan that is delinquent in respect of its Balloon Payment
          beyond the first Determination Date that follows its original stated
          maturity date; or

     o    any mortgage loan as to which the related mortgaged property has
          become an REO Property.

     The Assumed Scheduled Payment deemed due on any such Balloon Loan on its
original stated maturity date and on each successive Due Date that such Balloon
Loan remains or is deemed to remain outstanding will equal the


                                      S-188



Scheduled Payment that would have been due on such date if the related Balloon
Payment had not come due, but rather such mortgage loan had continued to
amortize in accordance with its amortization schedule in effect immediately
prior to maturity. With respect to any mortgage loan as to which the related
mortgaged property has become an REO Property, the Assumed Scheduled Payment
deemed due on each Due Date for so long as the REO Property remains part of the
trust, equals the Scheduled Payment (or Assumed Scheduled Payment) due on the
last Due Date prior to the acquisition of such REO Property.

     "Authenticating Agent" means the paying agent, in its capacity as the
Authenticating Agent.

     "Available Distribution Amount" means in general, for any Distribution
Date, an amount equal to the aggregate of the following amounts with respect to
the mortgage loans:

     (1) all amounts on deposit in the Distribution Account as of the
commencement of business on such Distribution Date that represent payments and
other collections on or in respect of the mortgage loans and any REO Properties
that were received by a master servicer or the special servicer through the end
of the related Collection Period, exclusive of any portion thereof that
represents one or more of the following:

     o    Scheduled Payments collected but due on a Due Date subsequent to the
          related Collection Period;

     o    Prepayment Premiums or Yield Maintenance Charges (which are separately
          distributable on the Certificates as described in this prospectus
          supplement);

     o    amounts that are payable or reimbursable to any person other than the
          Certificateholders (including, among other things, amounts payable to
          the master servicers, the special servicer, the Primary Servicers, the
          trustee and the paying agent as compensation or in reimbursement of
          outstanding Advances);

     o    amounts deposited in the Distribution Account in error;

     o    if such Distribution Date occurs during January, other than a leap
          year, or February of any year (unless the related Distribution Date is
          the final Distribution Date), the Interest Reserve Amounts with
          respect to the Interest Reserve Loans to be deposited into the
          Interest Reserve Account; and

     o    any portion of such amounts payable to the holder of the Subordinate
          Loans;

     (2) to the extent not already included in clause (1), any Compensating
Interest Payments paid with respect to such Distribution Date; and

     (3) if such Distribution Date occurs during March of any year (or February,
if the related Distribution Date is the final Distribution Date), the aggregate
of the Interest Reserve Amounts then on deposit in each Interest Reserve Account
in respect of each Interest Reserve Loan.

     In addition, (i) in the case of the mortgage loans that permit voluntary
Principal Prepayment on any day of the month without the payment of a full
month's interest, the applicable master servicer will be required to remit to
the Distribution Account on any Master Servicer Remittance Date for a Collection
Period any Principal Prepayments received after the end of such Collection
Period but no later than the first business day immediately preceding such
Master Servicer Remittance Date (provided that the applicable master servicer
has received such payments from the applicable primary servicer, if any), and
(ii) in the case of the mortgage loans for which a Scheduled Payment (including
any Balloon Payment) is due in a month on a Due Date (including any grace
period) that is scheduled to occur after the Determination Date in such month,
the applicable master servicer will be required to remit to the Distribution
Account on the Master Servicer Remittance Date occurring in such month any such
Scheduled Payment (net of the Master Servicing Fee and Primary Servicing Fee,
and including any Balloon Payment) that is received no later than the date that
is one business day immediately preceding such Master Servicer Remittance Date
(provided that the applicable master servicer has received such payments from
the applicable primary servicer, if any). Amounts remitted to the Distribution
Account on a Master Servicer Remittance Date as described above in the paragraph
will, in general, also be part of the Available Distribution Amount for the
Distribution Date occurring in the applicable month.


                                      S-189



     "Balloon Loans" means mortgage loans (or Subordinate Loans serviced
pursuant to the Pooling and Servicing Agreement) that provide for Scheduled
Payments based on amortization schedules significantly longer than their terms
to maturity or Anticipated Repayment Date, and that are expected to have
remaining principal balances equal to or greater than 5% of the original
principal balance of those mortgage loans as of their respective stated maturity
date or anticipated to be paid on their Anticipated Repayment Dates, as the case
may be, unless prepaid prior thereto.

     "Balloon LTV" - See "Balloon LTV Ratio."

     "Balloon LTV Ratio" or "Balloon LTV" means the ratio, expressed as a
percentage, of the principal balance of a Balloon Loan anticipated to be
outstanding on the date on which the related Balloon Payment is scheduled to be
due or, in the case of an ARD Loan, the principal balance on its related
Anticipated Repayment Date to the value of the related mortgaged property or
properties as of the Cut-off Date determined as described under "Description of
the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement.

     "Balloon Payment" means, with respect to a Balloon Loan, the principal
payments and scheduled interest due and payable on the relevant maturity dates.

     "Base Interest Fraction" means, with respect to any principal prepayment of
any mortgage loan that provides for payment of a Prepayment Premium or Yield
Maintenance Charge, and with respect to any Class of Certificates, a fraction
(A) whose numerator is the greater of (x) zero and (y) the difference between
(i) the Pass-Through Rate on that Class of Certificates and (ii) the Discount
Rate and (B) whose denominator is the difference between (i) the mortgage rate
on the related mortgage loan and (ii) the Discount Rate; provided, however, that
under no circumstances will the Base Interest Fraction be greater than 1. If the
Discount Rate referred to above is greater than the mortgage rate on the related
mortgage loan, then the Base Interest Fraction will equal zero.

     "Certificate Account" means one or more separate accounts established and
maintained by a master servicer, any Primary Servicer or any sub-servicer on
behalf of a master servicer, pursuant to the Pooling and Servicing Agreement.

     "Certificate Balance" will equal the then maximum amount that the holder of
each Principal Balance Certificate will be entitled to receive in respect of
principal out of future cash flow on the mortgage loans and other assets
included in the trust.

     "Certificate Owner" means a person acquiring an interest in an offered
certificate.

     "Certificate Registrar" means the paying agent, in its capacity as the
Certificate Registrar.

     "Certificateholder" or "Holder" means an investor certificateholder, a
person in whose name a certificate is registered by the Certificate Registrar or
a person in whose name ownership of an uncertificated certificate is recorded in
the books and records of the Certificate Registrar.

     "Certificates" has the meaning described under "Description of the Offered
Certificates--General" in this prospectus supplement.

     "Class" means the designation applied to the Offered Certificates and the
private certificates, pursuant to this prospectus supplement.

     "Class A Senior Certificates" means the Class A-1 Certificates, the Class
A-1A Certificates, the Class A-2 Certificates, the Class A-NM Certificates, the
Class A-3 Certificates and the Class A-4 Certificates.

     "Clearstream Banking" means Clearstream Banking Luxembourg, societe
anonyme.

     "Closing Date" means on or about December 21, 2006.

     "Code" means the Internal Revenue Code of 1986, as amended, any successor
statutes thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form and proposed


                                      S-190



regulations thereunder, to the extent that, by reason of their proposed
effective date, such proposed regulations would apply to the trust.

     "Collection Period" means, with respect to any Distribution Date, the
period beginning with the day after the Determination Date in the month
preceding such Distribution Date (or, in the case of the first Distribution
Date, the Cut-off Date) and ending with the Determination Date occurring in the
month in which such Distribution Date occurs.

     "Compensating Interest" means, with respect to any Distribution Date and
each master servicer, an amount equal to the excess of (A) Prepayment Interest
Shortfalls incurred in respect of the mortgage loans serviced by such master
servicer resulting from Principal Prepayments on such mortgage loans (but not
including the Subordinate Loans) during the related Collection Period over (B)
Prepayment Interest Excesses incurred in respect of the mortgage loans serviced
by such master servicer resulting from Principal Prepayments on such mortgage
loans (but not including the Subordinate Loans) during the same Collection
Period. Notwithstanding the foregoing, such Compensating Interest shall not (i)
exceed the portion of the aggregate Master Servicing Fee accrued at a rate per
annum equal to 2 basis points for the related Collection Period calculated in
respect of all the mortgage loans serviced by such master servicer, including
REO Properties (but not including the Subordinate Loans), if such master
servicer applied the subject Principal Payment in accordance with the terms of
the related mortgage loan documents or (ii) be required to be paid on any
Prepayment Interest Shortfalls incurred in respect of any Specially Serviced
Mortgage Loans.

     "Compensating Interest Payment" means any payment of Compensating Interest.

     "Condemnation Proceeds" means any awards resulting from the full or partial
condemnation or eminent domain proceedings or any conveyance in lieu or in
anticipation thereof with respect to a mortgaged property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such mortgaged property or released to the related borrower in
accordance with the terms of the mortgage loan (and, if applicable, the related
Subordinate Loan or Subordinate Loans, as the case may be). With respect to the
mortgaged properties securing any Serviced Loan Group, only an allocable portion
of such Condemnation Proceeds will be distributable to the Certificateholders.

     "Constant Prepayment Rate" or "CPR" means a rate that represents an assumed
constant rate of prepayment each month, which is expressed on a per annum basis,
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such mortgage loans. CPR does not purport to be either a
historical description of the prepayment experience of any pool of mortgage
loans or a prediction of the anticipated rate of prepayment of any mortgage
loans, including the mortgage loans underlying the Certificates.

     "Controlling Class" means the most subordinate Class of Subordinate
Certificates outstanding at any time of determination; provided, however, that
if the aggregate Certificate Balance of such Class of Certificates is less than
25% of the initial aggregate Certificate Balance of such Class as of the Closing
Date, the Controlling Class will be the next most subordinate Class of
Certificates.

     "CPR" - See "Constant Prepayment Rate" above.

     "Cut-off Date" means December 1, 2006. For purposes of the information
contained in this prospectus supplement (including the appendices to this
prospectus supplement), scheduled payments due in December 2006 with respect to
mortgage loans not having payment dates on the first of each month have been
deemed received on December 1, 2006, not the actual day which such scheduled
payments are due. All references to the "cut-off date" with respect to any
mortgage loan characteristics (including any numerical or statistical
information) contained in this prospectus supplement are based on an assumption
that all scheduled payments will be made on the respective due date and that no
unscheduled prepayments are made.

     "Cut-off Date Balance" means, with respect to any mortgage loan, such
mortgage loan's principal balance outstanding as of its Cut-off Date, after
application of all payments of principal due on or before such date, whether or
not received, determined as described under "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in this prospectus supplement and
assuming no unscheduled prepayment is made. For purposes of those mortgage loans
that have a due date on a date other than the first of the month, we have
assumed that monthly


                                      S-191



payments on such mortgage loans are due on the first of the month for purposes
of determining their Cut-off Date Balances.

     "Cut-off Date Loan-to-Value" or "Cut-off Date LTV" means a ratio, expressed
as a percentage, of the Cut-off Date Balance of a mortgage loan to the value of
the related mortgaged property or properties determined as described under
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement. With respect to any mortgage loan that is part of a
cross-collateralized group of mortgage loans, the "Cut-off Date Loan-to-Value"
or "Cut-off Date LTV" means a ratio, expressed as a percentage, the numerator of
which is the Cut-off Date Balance of all the mortgage loans in the
cross-collateralized group and the denominator of which is the aggregate of the
value of the related mortgaged properties determined as described under
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement, related to the cross-collateralized group.

     "Cut-off Date LTV" - See "Cut-off Date Loan-to-Value."

     "Debt Service Coverage Ratio" or "DSCR" means the ratio of Underwritable
Cash Flow estimated to be produced by the related mortgaged property or
properties to the annualized amount of debt service payable under that mortgage
loan. With respect to any mortgage loan that is part of a cross-collateralized
group of mortgage loans, the "Debt Service Coverage Ratio" or "DSCR" is the
ratio of Underwritable Cash Flow calculated for the mortgaged properties related
to the cross-collateralized group to the annualized amount of debt service
payable for all of the mortgage loans in the cross-collateralized group.

     "Depositor" means Morgan Stanley Capital I Inc.

     "Determination Date" means (a) with respect to any Distribution Date and
any of the mortgage loans other than the mortgage loans contributed to the trust
by Massachusetts Mutual Life Insurance Company, the earlier of (i) the 10th day
of the month in which such Distribution Date occurs or, if such day is not a
business day, the next preceding business day and (ii) the 5th business day
prior to the related Distribution Date and (b) with respect to any Distribution
Date and any of the mortgage loans contributed to the trust by Massachusetts
Mutual Life Insurance Company, the 10th day of the month in which such
Distribution Date occurs or, if such day is not a business day, the next
succeeding business day.

     "Discount Rate" means, for the purposes of the distribution of Prepayment
Premiums or Yield Maintenance Charges, the rate which, when compounded monthly,
is equivalent to the Treasury Rate when compounded semi-annually.

     "Distributable Certificate Interest Amount" means, in respect of any Class
of REMIC Regular Certificates for any Distribution Date, the sum of:

     (a)  Accrued Certificate Interest in respect of such Class of Certificates
          for such Distribution Date, reduced (to not less than zero) by:

               (i) any Net Aggregate Prepayment Interest Shortfalls allocated to
          such Class; and

               (ii) Realized Losses and Expense Losses, in each case
          specifically allocated with respect to such Distribution Date to
          reduce the Distributable Certificate Interest Amount payable in
          respect of such Class in accordance with the terms of the Pooling and
          Servicing Agreement; and

     (b)  the portion of the Distributable Certificate Interest Amount for such
          Class remaining unpaid as of the close of business on the preceding
          Distribution Date; and

     (c)  if the aggregate Certificate Balance is reduced because amounts in the
          Certificate Account allocable to principal have been used to reimburse
          a nonrecoverable Advance, and there is a subsequent recovery of
          amounts on the applicable mortgage loans, then interest at the
          applicable pass-through rate that would have accrued and been
          distributable with respect to the amount that the aggregate
          Certificate Balance was so reduced, which interest shall accrue from
          the date that the Certificate Balance was so reduced through the end
          of the Interest Accrual Period related to the Distribution Date on
          which such amounts are subsequently recovered.


                                      S-192



     "Distribution Account" means the distribution account maintained by the
paying agent, in accordance with the Pooling and Servicing Agreement.

     "Distribution Date" means the 15th day of each month, or if any such 15th
day is not a business day, on the next succeeding business day.

     "Document Defect" means that a mortgage loan document is not delivered as
and when required, is not properly executed or is defective on its face.

     "DOL Regulation" means the final regulation, issued by the U.S. Department
of Labor, defining the term "plan assets" which provides, generally, that when a
Plan makes an equity investment in another entity, the underlying assets of that
entity may be considered plan assets unless exceptions apply (29 C.F.R. Section
2510.3-101).

     "DSCR" - See "Debt Service Coverage Ratio."

     "DTC" means The Depository Trust Company.

     "DTC Systems" means those computer applications, systems, and the like for
processing data for DTC.

     "Due Dates" means dates upon which the related Scheduled Payments are first
due, without the application of grace periods, under the terms of the related
mortgage loans or any Serviced Loan Group, as applicable.

     "EPA" means the United States Environmental Protection Agency.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Account" means one or more custodial accounts established and
maintained by a master servicer (or a Primary Servicer on its behalf) pursuant
to the Pooling and Servicing Agreement.

     "Euroclear" means The Euroclear System.

     "Event of Default" means, with respect to a master servicer under the
Pooling and Servicing Agreement, any one of the following events:

     o    any failure by such master servicer to remit to the paying agent or
          otherwise make any payment required to be remitted by the master
          servicer under the terms of the Pooling and Servicing Agreement,
          including any required Advances, at the times required under the terms
          of the Pooling and Servicing Agreement, which failure to remit is not
          cured by 11:00 a.m. on the Distribution Date;

     o    any failure by such master servicer to make a required deposit to the
          Certificate Account which continues unremedied for 1 business day
          following the date on which such deposit was first required to be
          made;

     o    any failure on the part of such master servicer duly to observe or
          perform in any material respect any other of the duties, covenants or
          agreements on the part of such master servicer contained in the
          Pooling and Servicing Agreement which continues unremedied for a
          period of 30 days after the date on which written notice of such
          failure, requiring the same to be remedied, shall have been given to
          such master servicer by Morgan Stanley Capital I Inc. or the trustee;
          provided, however, that if such master servicer certifies to the
          trustee and Morgan Stanley Capital I Inc. that such master servicer is
          in good faith attempting to remedy such failure, such cure period will
          be extended to the extent necessary to permit such master servicer to
          cure such failure; provided, further, that such cure period may not
          exceed 90 days;

     o    any breach of the representations and warranties of such master
          servicer in the Pooling and Servicing Agreement that materially and
          adversely affects the interest of any holder of any Class of
          Certificates and that continues unremedied for a period of 30 days
          after the date on which notice of such breach, requiring the same to
          be remedied shall have been given to such master servicer by Morgan
          Stanley Capital I Inc. or the trustee; provided, however, that if such
          master servicer certifies to the trustee and Morgan Stanley Capital I
          Inc. that such master servicer is in good faith attempting to remedy
          such breach, such cure period


                                      S-193



          will be extended to the extent necessary to permit the master servicer
          to cure such breach; provided, further, that such cure period may not
          exceed 90 days;

     o    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 for
          the appointment of a conservator, receiver, liquidator, trustee or
          similar official in any bankruptcy, insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings, or for
          the winding-up or liquidation of its affairs, shall have been entered
          against such master servicer and such decree or order shall have
          remained in force undischarged, undismissed or unstayed for a period
          of 60 days;

     o    such master servicer shall consent to the appointment of a
          conservator, receiver, liquidator, trustee or similar official in any
          bankruptcy, insolvency, readjustment of debt, marshalling of assets
          and liabilities or similar proceedings of or relating to such master
          servicer or of or relating to all or substantially all of its
          property;

     o    such master servicer shall admit in writing its inability to pay its
          debts generally as they become due, file a petition to take advantage
          of any applicable bankruptcy, insolvency or reorganization statute,
          make an assignment for the benefit of its creditors, voluntarily
          suspend payment of its obligations, or take any corporate action in
          furtherance of the foregoing;

     o    such master servicer ceases to have a master servicer rating of at
          least "CMS3" from Fitch, or the trustee receives written notice from
          Fitch to the effect that the continuation of such master servicer in
          such capacity would result in the downgrade, qualification or
          withdrawal of any rating then assigned by Fitch to any Class of
          Certificates and citing servicing concerns with such master servicer
          as the sole or a material factor in such rating action; provided that
          such master servicer will have 60 days after removal due to such
          default within which it may sell its servicing rights to a party
          acceptable under the Pooling and Servicing Agreement; or

     o    such master servicer is no longer listed on S&P's Select Servicer List
          as a U.S. Commercial Mortgage Master Servicer and is not reinstated to
          such status within 60 days.

     Under certain circumstances, the failure by a party to the Pooling and
Servicing Agreement or a primary servicing agreement or sub-servicing agreement
to perform its duties described under "Description of the Offered Certificates -
Evidence as to Compliance" in this prospectus supplement, or to perform certain
other reporting duties imposed on it for purposes of compliance with Regulation
AB and the Exchange Act, will constitute an "Event of Default" that entitles the
Depositor or another party to terminate that party. In some circumstances, such
an "Event of Default" may be waived by the Depositor in its sole discretion.

     "Excess Interest" means in respect of each ARD Loan that does not repay on
its Anticipated Repayment Date, the excess, if any, of the Revised Rate over the
Initial Rate, together with interest thereon at the Revised Rate from the date
accrued to the date such interest is payable (generally, after payment in full
of the outstanding principal balance of such loan).

     "Excess Interest Sub-account" means an administrative account deemed to be
a sub-account of the Distribution Account. The Excess Interest Sub-account will
not be an asset of any REMIC created under the Pooling and Servicing Agreement.

     "Excess Liquidation Proceeds" means the excess of (i) proceeds from the
sale or liquidation of a mortgage loan or any Serviced Loan Group, as
applicable, or related REO Property, net of expenses and any related Advances
and interest thereon over (ii) the amount that would have been received if a
prepayment in full had been made with respect to such mortgage loan (or, in the
case of an REO Property related to any Serviced Loan Group, a Principal
Prepayment in full had been made with respect to both the mortgage loan and
related mortgage loan not included in the trust) on the date such proceeds were
received.

     "Excess Servicing Fee" means a fee payable to the master servicers or
Primary Servicers, as applicable, that is included as a component of the Master
Servicing Fee and accrues at a rate set forth in the Pooling and Servicing
Agreement, which is assignable and non-terminable.


                                      S-194



     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

     "Exemption" means the individual prohibited transaction exemption granted
by the DOL to Morgan Stanley & Co. Incorporated, as amended.

     "Expense Losses" means, among other things:

     o    any interest paid to the master servicers, the special servicer and
          the trustee in respect of unreimbursed Advances;

     o    all Special Servicer Compensation paid to the special servicer (to the
          extent not collected from the related borrower);

     o    other expenses of the trust, including, but not limited to, specified
          reimbursements and indemnification payments to the trustee, the paying
          agent and certain related persons, specified reimbursements and
          indemnification payments to Morgan Stanley Capital I Inc., the master
          servicers, the Primary Servicers or the special servicer and certain
          related persons, specified taxes payable from the assets of the trust,
          the costs and expenses of any tax audits with respect to the trust and
          other tax-related expenses and the cost of various opinions of counsel
          required to be obtained in connection with the servicing of the
          mortgage loans and administration of the trust; and

     o    any other expense of the trust not specifically included in the
          calculation of Realized Loss for which there is no corresponding
          collection from the borrower.

     "Fitch" means Fitch, Inc.

     "401(c) Regulations" means the final regulations issued by the DOL under
Section 401(c) of ERISA clarifying the application of ERISA to "insurance
company general accounts."

     "Hazardous Materials" means gasoline, petroleum products, explosives,
radioactive materials, polychlorinated biphenyls or related or similar
materials, and any other substance or material as may be defined as a hazardous
or toxic substance, material or waste by any federal, state or local
environmental law, ordinance, rule, regulation or order, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 6901 et seq.), the Federal Water Pollution Control Act, as amended (33
U.S.C. Sections 1251 et seq.), the Clean Air Act, as amended (42 U.S.C. Sections
7401 et seq.), and any regulations promulgated pursuant thereto.

     "Initial Loan Group 1 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 1, or $2,199,957,885.

     "Initial Loan Group 2 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 2, or $530,349,644.

     "Initial Pool Balance" means the aggregate Cut-off Date Balance of
$2,730,307,529.

     "Initial Rate" means, with respect to any mortgage loan, the mortgage rate
in effect as of the Cut-off Date for such mortgage loan, as may be modified
(without including any excess amount applicable solely because of the occurrence
of an Anticipated Repayment Date).

     "Insurance Proceeds" means all amounts paid by an insurer under any
insurance policy in connection with a mortgage loan (or any Serviced Loan Group,
as applicable), excluding any amounts required to be paid to the related
borrower or used to restore the related mortgaged property. With respect to the
mortgaged property or properties securing any Serviced Loan Group, only an
allocable portion of such Insurance Proceeds will be distributable to the
Certificateholders.


                                      S-195



     "Interest Accrual Period" means, with respect to each Distribution Date,
for each Class of REMIC Regular Certificates, the calendar month immediately
preceding the month in which such Distribution Date occurs.

     "Interest Only Certificates" means the Class X-1, Class X-2 and Class X-W
Certificates.

     "Interest Reserve Account" means an account that each master servicer has
established and will maintain for the benefit of the holders of the
Certificates.

     "Interest Reserve Amount" means all amounts deposited in each Interest
Reserve Account with respect to Scheduled Payments due in any applicable January
and February.

     "Interest Reserve Loan" - See "Non-30/360 Loan" below.

     "Interested Party" means the special servicer, the master servicers, Morgan
Stanley Capital I Inc., the holder of any related junior indebtedness, the
Operating Adviser, a holder of 50% or more of the Controlling Class, any
independent contractor engaged by a master servicer or the special servicer
pursuant to the Pooling and Servicing Agreement or any person actually known to
a responsible officer of the trustee to be an affiliate of any of them.

     "Jones Road Shopping Center Co-Lender Agreement" means the co-lender
agreement by and between the holder of the Jones Road Shopping Center Mortgage
Loan and the holder of the Jones Road Shopping Center B Loan, relating to the
relative rights of such holders, as the same may be further amended from time to
time in accordance with the terms thereof.

     "Jones Road Shopping Center Loan Group" means, collectively, the Jones Road
Shopping Center Mortgage Loan and the Jones Road Shopping Center B Loan.

     "Jones Road Shopping Center Mortgage Loan" means Mortgage Loan No. 197,
with an original principal balance of $4,175,000, and an outstanding principal
balance as of the Cut-off Date of $4,125,107, which is secured by the Jones Road
Shopping Center Mortgaged Property on a senior basis with the Jones Road
Shopping Center B Loan.

     "Jones Road Shopping Center Mortgaged Property" means the mortgaged
property that is identified on Appendix I to this prospectus supplement as
"Jones Road Shopping Center" and secures the Jones Road Shopping Center Loan
Group.

     "Jones Road Shopping Center B Loan" means the B note, with an original
principal balance of $1,425,000, that is secured by the Jones Road Shopping
Center Mortgaged Property on a subordinated basis with the Jones Road Shopping
Center Mortgage Loan. The Jones Road Shopping Center B Loan is not an asset of
the trust.

     "LaSalle Co-Lender Agreement" means each co-lender agreement by and between
the holder of a LaSalle Senior Mortgage Loan and the holder(s) of the related
LaSalle Subordinate Loan, relating to the relative rights of such holder(s), as
the same may be further amended from time to time in accordance with the terms
thereof.

     "LaSalle Loan Group" means, collectively, a LaSalle Senior Mortgage Loan
and the related LaSalle Subordinate Loan.

     "LaSalle Senior Mortgage Loan" means each of Mortgage Loan No. 105, No.
108, No. 116, No. 158, No. 176 and No. 297, which is secured by the related
Mortgaged Property on a senior basis with the related LaSalle Subordinate Loan.

     "LaSalle Subordinate Loan" means each B note that is secured by a Mortgaged
Property on a subordinated basis with a LaSalle Senior Mortgage Loan. The
LaSalle Subordinate Loans are not assets of the trust.

     "Liquidation Fee" means, generally, 1.00% of the related Liquidation
Proceeds received in connection with a full or partial liquidation of a
Specially Serviced Mortgage Loan or related REO Property and/or any Condemnation
Proceeds or Insurance Proceeds received by the trust (except in the case of a
final disposition consisting of the repurchase of a mortgage loan or REO
Property by a mortgage loan seller due to a Material Breach or a Material
Document Defect); provided, however, that (A) in the case of a final disposition
consisting of the repurchase of a


                                      S-196



mortgage loan or REO Property by a mortgage loan seller due to a breach of a
representation and warranty or document defect, such fee will only be paid by
such mortgage loan seller and due to the special servicer if repurchased after
the date that is 180 days or more after the applicable mortgage loan seller
receives notice of the breach causing the repurchase and (B) in the case of a
repurchase of a mortgage loan by any subordinate or mezzanine lender, such fee
will only be due to the special servicer if repurchased 60 days after a master
servicer, special servicer or trustee receives notice of the default causing the
repurchase and payment is not prohibited by the applicable co-lender or
intercreditor agreement.

     "Liquidation Proceeds" means proceeds from the sale or liquidation of a
mortgage loan (or any Serviced Loan Group, as applicable) or related REO
Property, net of expenses (or, with respect to a mortgage loan repurchased by a
mortgage loan seller, the Purchase Price of such mortgage loan). With respect to
the mortgaged property or properties securing any Serviced Loan Group, only an
allocable portion of such Liquidation Proceeds will be distributable to the
Certificateholders.

     "Loan Group 1" means that distinct loan group consisting of 192 mortgage
loans, representing approximately 80.6% of the Initial Pool Balance, that are
secured by property types other than multifamily properties, together with 3
mortgage loans that are secured by multifamily properties and 8 mortgage loans
that are secured by mixed use properties.

     "Loan Group 2" means that distinct loan group consisting of 72 mortgage
loans that are secured by multifamily properties, 4 mortgage loans that are
secured by manufactured housing community properties and 1 mortgage loan that is
secured by a mixed use property, representing approximately 19.4% of the Initial
Pool Balance and approximately 82.8% of the Initial Pool Balance of all the
mortgage loans secured by multifamily properties and manufactured housing
community property.

     "Loan Group 1 Principal Distribution Amount" means, for any Distribution
Date, that portion, if any, of the Principal Distribution Amount that is
attributable to the mortgage loans included in Loan Group 1.

     "Loan Group Principal Distribution Amount" means the Loan Group 1 Principal
Distribution Amount or Loan Group 2 Principal Distribution Amount, as
applicable.

     "Loan Group 2 Principal Distribution Amount" means, for any Distribution
Date, that portion, if any, of the Principal Distribution Amount that is
attributable to the mortgage loans included in Loan Group 2.

     "Lockout Period" means the period, if any, during which voluntary principal
prepayments are prohibited under a mortgage loan.

     "MAI" means Member of the Appraisal Institute.

     "Master Servicer Remittance Date" means in each month the business day
preceding the Distribution Date.

     "Master Servicing Fee" means the monthly amount, which amount is inclusive
of the Excess Servicing Fee, based on the Master Servicing Fee Rate, to which
the applicable master servicer is entitled in compensation for servicing the
mortgage loans for which it is responsible, including REO Mortgage Loans. For
the avoidance of doubt, the Master Servicing Fee shall be payable to the
applicable master servicer for servicing each Subordinate Loan out of payments
on such Subordinate Loans.

     "Master Servicing Fee Rate" means a rate per annum set forth in the Pooling
and Servicing Agreement which is payable with respect to a mortgage loan in
connection with the Master Servicing Fee, and which is part of the
Administrative Cost Rate.

     "Material Breach" means a breach of any of the representations and
warranties made by a mortgage loan seller with respect to a mortgage loan that
either (a) materially and adversely affects the interests of the holders of the
Certificates in the related mortgage loan or (b) both (i) materially and
adversely affects the value of the mortgage loan and (ii) the mortgage loan is a
Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

     "Material Document Defect" means a Document Defect that either (a)
materially and adversely affects the interests of the holders of the
Certificates in the related mortgage loan or (b) both (i) materially and
adversely affects


                                      S-197



the value of the mortgage loan and (ii) the mortgage loan is a Specially
Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

     "Money Term" means, with respect to any mortgage loan (or any Serviced Loan
Group, as applicable), the stated maturity date, mortgage rate, principal
balance, amortization term or payment frequency thereof or any provision thereof
requiring the payment of a Prepayment Premium or Yield Maintenance Charge (but
does not include late fee or default interest provisions).

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

     "Mortgage File" means the following documents, among others:

     o    the original mortgage note (or lost note affidavit and indemnity),
          endorsed (without recourse) in blank or to the order of the trustee;

     o    the original or a copy of the related mortgage(s), together with
          originals or copies of any intervening assignments of such
          document(s), in each case with evidence of recording thereon (unless
          such document(s) have not been returned by the applicable recorder's
          office);

     o    the original or a copy of any related assignment(s) of rents and
          leases (if any such item is a document separate from the mortgage),
          together with originals or copies of any intervening assignments of
          such document(s), in each case with evidence of recording thereon
          (unless such document(s) have not been returned by the applicable
          recorder's office);

     o    an assignment of each related mortgage in blank or in favor of the
          trustee, in recordable form;

     o    an assignment of any related assignment(s) of rents and leases (if any
          such item is a document separate from the mortgage) in blank or in
          favor of the trustee, in recordable form;

     o    an original or copy of the related lender's title insurance policy
          (or, if a title insurance policy has not yet been issued, a binder,
          commitment for title insurance or a preliminary title report);

     o    when relevant, the related ground lease or a copy thereof;

     o    when relevant, copies of any loan agreements, lockbox agreements and
          intercreditor agreements (including, without limitation, the Natick
          Mall Co-Lender Agreement, the Jones Road Shopping Center Co-Lender
          Agreement and each LaSalle Co-Lender Agreement and a copy of the
          mortgage note evidencing the Natick Mall Subordinate Loans, the Jones
          Road Shopping Center B Loan and any LaSalle Subordinate Loan), if any;

     o    when relevant, all letters of credit in favor of the lender and
          applicable assignments or transfer documents; and

     o    when relevant, with respect to hospitality properties, a copy of any
          franchise agreement, franchise comfort letter and applicable
          assignments or transfer documents.

     "Mortgage Loan Purchase Agreement" means each of the agreements entered
into between Morgan Stanley Capital I Inc. and the respective mortgage loan
seller, as the case may be.

     "Mortgage Pool" means the 269 mortgage loans with an aggregate principal
balance as of the Cut-off Date, of approximately $2,730,307,529, which may vary
by up to 5%.

     "Natick Mall Co-Lender Agreement" means the co-lender agreement by and
between the holder of the Natick Mall Mortgage Loan and the holders of the
Natick Mall Subordinate Loans, relating to the relative rights of such holders,
as the same may be further amended from time to time in accordance with the
terms thereof.

     "Natick Mall Loan Group" means, collectively, the Natick Mall Mortgage Loan
and the Natick Mall Subordinate Loans.


                                      S-198



     "Natick Mall Mortgage Loan" means Mortgage Loan No. 25, with an original
principal balance of $225,000,000, and an outstanding principal balance as of
the Cut-off Date of $225,000,000, which is secured by the Natick Mall Mortgaged
Property on a senior basis with the Natick Mall Subordinate Loans.

     "Natick Mall Mortgaged Property" means the mortgaged property that is
identified on Appendix I to this prospectus supplement as "Natick Mall" and
secures the Natick Mall Loan Group.

     "Natick Mall Subordinate Loans" mean the B note, with an original principal
balance of $60,000,000 and the C Note, with an original principal balance of
$65,000,000, that are secured by the Natick Mall Mortgaged Property on a
subordinated basis with the Natick Mall Mortgage Loan. The Natick Mall
Subordinate Loans are not assets of the trust.

     "Net Aggregate Prepayment Interest Shortfall" means, for the related
Distribution Date and the master servicer, the aggregate of all Prepayment
Interest Shortfalls incurred in respect of all (or, where specified, a portion)
of the mortgage loans serviced by such master servicer (including Specially
Serviced Mortgage Loans) during any Collection Period that are neither offset by
Prepayment Interest Excesses collected on such mortgage loans during such
Collection Period nor covered by a Compensating Interest Payment paid by such
master servicer and Primary Servicer in respect of such mortgage loans, if
applicable.

     "Net Mortgage Rate" means, in general, with respect to any mortgage loan, a
per annum rate equal to the related mortgage rate (excluding any default
interest or any rate increase occurring after an Anticipated Repayment Date)
minus the related Administrative Cost Rate; provided that, for purposes of
calculating the Pass-Through Rate for each Class of REMIC Regular Certificates
from time to time, the Net Mortgage Rate for any mortgage loan will be
calculated without regard to any modification, waiver or amendment of the terms
of such mortgage loan subsequent to the Closing Date. In addition, because the
Certificates accrue interest on the basis of a 360-day year consisting of twelve
30-day months, when calculating the Pass-Through Rate for each Class of
Certificates for each Distribution Date, the Net Mortgage Rate on a Non-30/360
Loan will be the annualized rate at which interest would have to accrue on the
basis of a 360-day year consisting of twelve 30-day months in order to result in
the accrual of the aggregate amount of interest actually accrued (exclusive of
default interest or Excess Interest). However, with respect to each Non-30/360
Loan:

     o    the Net Mortgage Rate that would otherwise be in effect for purposes
          of the Scheduled Payment due in January of each year (other than a
          leap year) and February of each year (unless such Distribution Date is
          the final Distribution Date) will be adjusted to take into account the
          applicable Interest Reserve Amount; and

     o    the Net Mortgage Rate that would otherwise be in effect for purposes
          of the Scheduled Payment due in March of each year (commencing in
          2007), or February if the related Distribution Date is the final
          Distribution Date, will be adjusted to take into account the related
          withdrawal from the Interest Reserve Account for the preceding January
          (if applicable) and February.

     "Net Operating Income" or "NOI" means historical net operating income for a
mortgaged property for the annual or other period specified (or ending on the
"NOI Date" specified), and generally consists of revenue derived from the use
and operation of the mortgaged property, consisting primarily of rental income,
less the sum of (a) operating expenses (such as utilities, administrative
expenses, management fees and advertising) and (b) fixed expenses, such as
insurance, real estate taxes (except in the case of certain mortgage loans
included in the trust, where the related borrowers are exempted from real estate
taxes and assessments) and, if applicable, ground lease payments. Net operating
income generally does not reflect (i.e. it does not deduct for) capital
expenditures, including tenant improvement costs and leasing commissions,
interest expenses and non-cash items such as depreciation and amortization.

     "Non-30/360 Loan" or "Interest Reserve Loan" means a mortgage loan that
accrues interest other than on the basis of a 360-day year consisting of 12
30-day months.

     "Notional Amount" has the meaning described under "Description of the
Offered Certificates--Certificate Balances" in this prospectus supplement.

     "OID" means original issue discount.


                                      S-199



     "Operating Adviser" means that entity appointed by the holders of a
majority of the Controlling Class which will have the right to receive
notification from, and in specified cases to direct, the special servicer in
regard to specified actions. We anticipate that the initial Operating Adviser
will be ARCap REIT, Inc., an affiliate of the special servicer.

     "Option" means the option to purchase from the trust any defaulted mortgage
loan, as described under "Servicing of the Mortgage Loans--Sale of Defaulted
Mortgage Loans," in this prospectus supplement.

     "P&I Advance" means the amount of any Scheduled Payments or Assumed
Scheduled Payments (net of the related Master Servicing Fees, Excess Servicing
Fees, Primary Servicing Fees and other servicing fees payable from such
Scheduled Payments or Assumed Scheduled Payments), other than any default
interest or Balloon Payment, advanced on the mortgage loans that are delinquent
as of the close of business on the related Determination Date.

     In the case of mortgage loans for which a Scheduled Payment is due in a
month on a Due Date (including any grace period) that is scheduled to occur
after the end of the Collection Period in such month, the master servicer must,
unless the Scheduled Payment is received before the end of such Collection
Period, make a P&I Advance in an amount equal to such Scheduled Payment (net of
any Master Servicing Fee or Primary Servicing Fee) (or, in the case of a Balloon
Payment, an amount equal to the Assumed Scheduled Payment that would have been
deemed due if such Due Date occurred on the Master Servicer Remittance Date), in
each case subject to a nonrecoverability determination.

     "PAR" means Prudential Asset Resources, Inc.

     "Participants" means DTC's participating organizations.

     "Parties in Interest" means persons who have specified relationships to
Plans ("parties in interest" under Section 3(14) of ERISA or "disqualified
persons" under Section 4975 of the Code).

     "Pass-Through Rate" means the rate per annum at which any Class of
Certificates (other than the Class EI Certificates and Residual Certificates)
accrues interest.

     "Percentage Interest" will equal, as evidenced by any REMIC Regular
Certificate in the Class to which it belongs, a fraction, expressed as a
percentage, the numerator of which is equal to the initial Certificate Balance
or Notional Amount, as the case may be, of such certificate as set forth on the
face thereof, and the denominator of which is equal to the initial aggregate
Certificate Balance or Notional Amount, as the case may be, of such Class.

     "Permitted Cure Period" means, for the purposes of any Material Document
Defect or Material Breach in respect of any mortgage loan, the 90-day period
immediately following the receipt by the related mortgage loan seller of notice
of such Material Document Defect or Material Breach, as the case may be.
However, if such Material Document Defect or Material Breach, as the case may
be, cannot be corrected or cured in all material respects within such 90-day
period and such Document Defect or Material Breach would not cause the mortgage
loan to be other than a "qualified mortgage," but the related mortgage loan
seller is diligently attempting to effect such correction or cure, then the
applicable Permitted Cure Period will be extended for an additional 90 days
unless, solely in the case of a Material Document Defect, (x) the mortgage loan
is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in the second and
fifth bullet points of the definition of Specially Serviced Mortgage Loan and
(y) the Document Defect was identified in a certification delivered to the
related mortgage loan seller by the trustee in accordance with the Pooling and
Servicing Agreement.

     "Plans" means (a) employee benefit plans as defined in Section 3(3) of
ERISA that are subject to Title I of ERISA, (b) plans as defined in Section 4975
of the Code that are subject to Section 4975 of the Code, (c) any other
retirement plan or employee benefit plan or arrangement subject to applicable
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, and (d) entities whose underlying assets include plan assets
by reason of a plan's investment in such entities.

     "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of December 1, 2006, among Morgan Stanley Capital I Inc., as
depositor, Capmark, as general master servicer with respect to the mortgage
loans other than the PMCF mortgage loans, Prudential Asset Resources, Inc., as
master servicer with


                                      S-200



respect to the PMCF mortgage loans, ARCap Servicing, Inc., as special servicer,
Wells Fargo Bank, N.A. as trustee and LaSalle Bank National Association, as
paying agent, certificate registrar and authenticating agent.

     "Prepayment Interest Excess" means, in the case of a mortgage loan in which
a full or partial Principal Prepayment (including any unscheduled Balloon
Payment) is made during any Collection Period after the Due Date for such
mortgage loan, the amount of interest which accrues on the amount of such
Principal Prepayment or unscheduled Balloon Payment allocable to such mortgage
loan that exceeds the corresponding amount of interest accruing on the
Certificates. The amount of the Prepayment Interest Excess in any such case will
generally equal the interest that accrues on such mortgage loan from such Due
Date to the date such payment was made, net of the amount of any Master
Servicing Fee, the Primary Servicing Fee, the Excess Servicing Fee and the
Trustee Fee and, if the related mortgage loan is a Specially Serviced Mortgage
Loan, the Special Servicing Fee in each case, to the extent payable out of such
collection of interest.

     "Prepayment Interest Shortfall" means a shortfall in the collection of a
full month's interest for any Distribution Date and with respect to any mortgage
loan as to which the related borrower has made a full or partial Principal
Prepayment (including any unscheduled Balloon Payment) during the related
Collection Period, and the date such payment was made occurred prior to the Due
Date for such mortgage loan in such Collection Period (including any shortfall
resulting from such a payment during the grace period relating to such Due
Date). Such a shortfall arises because the amount of interest (net of the Master
Servicing Fee, the Primary Servicing Fee, the Excess Servicing Fee, the Special
Servicing Fee, if the related mortgage loan is a Specially Serviced Mortgage
Loan, and the Trustee Fee) that accrues on the amount of such Principal
Prepayment or unscheduled Balloon Payment allocable to such mortgage loan will
be less than the corresponding amount of interest accruing on the Certificates,
if applicable. In such a case, the Prepayment Interest Shortfall will generally
equal the excess of:

     o    the aggregate amount of interest that would have accrued at the Net
          Mortgage Rate (less the Special Servicing Fee, if the related mortgage
          loan is a Specially Serviced Mortgage Loan), on the Scheduled
          Principal Balance of such mortgage loan for the 30 days ending on such
          Due Date if such Principal Prepayment or Balloon Payment had not been
          made, over

     o    the aggregate interest that did so accrue at the Net Mortgage Rate
          through the date such payment was made.

     "Prepayment Premium" means, with respect to any mortgage loan (or any
Serviced Loan Group) for any Distribution Date, prepayment premiums and
percentage charges, if any, received during the related Collection Period in
connection with Principal Prepayments on such mortgage loan (or any Serviced
Loan Group, as applicable). With respect to Prepayment Premiums received in
respect of any Serviced Loan Group, "Prepayment Premium" means the amount of
such Prepayment Premium allocated to the mortgage loan included in the trust.

     "Primary Servicer" means any of Babson Capital Management LLC, SunTrust
Bank and each of their respective permitted successors and assigns.

     "Primary Servicing Fee" means the monthly amount, based on the Primary
Servicing Fee Rate, paid as compensation for the primary servicing of the
mortgage loans.

     "Primary Servicing Fee Rate" means a per annum rate set forth in the
Pooling and Servicing Agreement, which is payable each month with respect to a
mortgage loan in connection with the Primary Servicing Fee and which is part of
the Administrative Cost Rate.

     "Principal Balance Certificates" means, upon initial issuance, the Class
A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class A-4, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S Certificates.

     "Principal Distribution Amount" equals, in general, for any Distribution
Date, the aggregate of the following:

     o    the principal portions of all Scheduled Payments (other than the
          principal portion of Balloon Payments) and any Assumed Scheduled
          Payments to, in each case, the extent received or advanced, as the
          case may be, in respect of the mortgage loans and any REO mortgage
          loans (but not in respect of any Subordinate Loan, or its respective
          successor REO mortgage loan) for their respective Due Dates occurring
          during the related Collection Period; and


                                      S-201



     o    all payments (including Principal Prepayments and the principal
          portion of Balloon Payments (but not in respect of any Subordinate
          Loan or its respective successor REO mortgage loan)) and other
          collections (including Liquidation Proceeds (other than the portion
          thereof, if any, constituting Excess Liquidation Proceeds),
          Condemnation Proceeds, Insurance Proceeds and REO Income (each as
          defined in this prospectus supplement) and proceeds of mortgage loan
          repurchases) that were received on or in respect of the mortgage loans
          (but not in respect of any Subordinate Loan or its respective
          successor REO mortgage loan) during the related Collection Period and
          that were identified and applied by a master servicer as recoveries of
          principal thereof.

     The following amounts shall reduce the Principal Distribution Amount (and,
in each case, will be allocated first to the Loan Group Principal Distribution
Amount applicable to the related mortgage loan, and then to the other Loan Group
Principal Distribution Amount) to the extent applicable:

     o    if any Advances previously made in respect of any mortgage loan that
          becomes the subject of a workout are not fully repaid at the time of
          that workout, then those Advances (and Advance interest thereon) are
          reimbursable from amounts allocable to principal on the mortgage pool
          during the Collection Period for the related distribution date, net of
          any nonrecoverable Advances then outstanding and reimbursable from
          such amounts, and the Principal Distribution Amount will be reduced
          (to not less than zero) by any of those Advances (and Advance interest
          thereon) that are reimbursed from such principal collections during
          that Collection Period (provided that if any of those amounts that
          were reimbursed from such principal collections are subsequently
          recovered on the related mortgage loan, such recoveries will increase
          the Principal Distribution Amount (and will be allocated first to such
          other Loan Group Principal Distribution Amount, and then to the Loan
          Group Principal Distribution Amount applicable to the related mortgage
          loan) for the distribution date following the collection period in
          which the subsequent recovery occurs) for the distribution date
          following the Collection Period in which the subsequent recovery
          occurs); and

     o    if any Advance previously made in respect of any mortgage loan is
          determined to be nonrecoverable, then that Advance (unless the
          applicable party entitled to the reimbursement elects to defer all or
          a portion of the reimbursement as described in this prospectus
          supplement) will be reimbursable (with Advance interest thereon) first
          from amounts allocable to principal on the mortgage pool during the
          Collection Period for the related distribution date (prior to
          reimbursement from other collections) and the Principal Distribution
          Amount will be reduced (to not less than zero) by any of those
          Advances (and Advance interest thereon) that are reimbursed from such
          principal collections on the mortgage pool during that Collection
          Period (provided that if any of those amounts that were reimbursed
          from such principal collections are subsequently recovered
          (notwithstanding the nonrecoverability determination) on the related
          mortgage loan, such recovery will increase the Principal Distribution
          Amount (and will be allocated first to such other Loan Group Principal
          Distribution Amount, and then to the Loan Group Principal Distribution
          Amount applicable to the related mortgage loan) for the distribution
          date following the collection period in which the subsequent recovery
          occurs) for the distribution date following the Collection Period in
          which the subsequent recovery occurs).

     "Principal Prepayments" means the payments and collections with respect to
principal of the mortgage loans (or any Serviced Loan Group) that constitute
voluntary and involuntary prepayments of principal made prior to their scheduled
Due Dates.

     "PTCE" means a DOL Prohibited Transaction Class Exemption.

     "Purchase Price" means that amount at least equal to the unpaid principal
balance of such mortgage loan, together with accrued but unpaid interest thereon
to but not including the Due Date in the Collection Period in which the purchase
occurs and the amount of any expenses related to such mortgage loan, or the
related REO Property (including, without duplication, any Servicing Advances,
Advance Interest related to such mortgage loan and any Special Servicing Fees
and Liquidation Fees paid with respect to the mortgage loan that are
reimbursable to the master servicers, the special servicer or the trustee, plus
if such mortgage loan is being repurchased or substituted for by a mortgage loan
seller pursuant to the related Mortgage Loan Purchase Agreement, all expenses
reasonably incurred or to be incurred by the master servicers, the Primary
Servicers, the special servicer, Morgan Stanley Capital I Inc. or the trustee in
respect of the Material Breach or Material Document Defect giving rise to the
repurchase or substitution obligation (and that are not otherwise included
above)) plus, in connection with a


                                      S-202



repurchase by a mortgage loan seller, any Liquidation Fee payable by such
mortgage loan seller in accordance with the proviso contained in the definition
of "Liquidation Fee."

     "Qualifying Substitute Mortgage Loan" means a mortgage loan having the
characteristics required in the Pooling and Servicing Agreement and otherwise
satisfying the conditions set forth therein and for which the Rating Agencies
have confirmed in writing that such mortgage loan would not result in a
withdrawal, downgrade or qualification of the then current ratings on the
Certificates.

     "Rated Final Distribution Date" means the Distribution Date in December
2043.

     "Rating Agencies" means Fitch and S&P.

     "Realized Losses" means losses arising from the inability of the trustee,
master servicers or the special servicer to collect all amounts due and owing
under any defaulted mortgage loan, including by reason of any modifications to
the terms of a mortgage loan, bankruptcy of the related borrower or a casualty
of any nature at the related mortgaged property, to the extent not covered by
insurance. The Realized Loss, if any, in respect of a liquidated mortgage loan
or related REO Property, will generally equal the excess, if any, of:

     o    the outstanding principal balance of such mortgage loan as of the date
          of liquidation, together with all accrued and unpaid interest thereon
          at the related mortgage rate, over

     o    the aggregate amount of Liquidation Proceeds, if any, recovered in
          connection with such liquidation, net of any portion of such
          liquidation proceeds that is payable or reimbursable in respect of
          related liquidation and other servicing expenses to the extent not
          already included in Expense Losses.

     If the mortgage rate on any such mortgage loan is reduced or a portion of
the debt due under any such mortgage loan is forgiven, whether in connection
with a modification, waiver or amendment granted or agreed to by the special
servicer or in connection with a bankruptcy or similar proceeding involving the
related borrower, the resulting reduction in interest paid and the principal
amount so forgiven, as the case may be, also will be treated as a Realized Loss.
Any reimbursements of Advances determined to be nonrecoverable (and interest on
such Advances) that are made in any Collection Period from collections of
principal that would otherwise be included in the Principal Distribution Amount
for the related distribution date, will create a deficit (or increase an
otherwise-existing deficit) between the aggregate principal balance of the
mortgage pool and the total principal balance of the Certificates on the
succeeding distribution date. The related reimbursements and payments made
during any Collection Period will therefore result in the allocation of those
amounts as Realized Losses (in reverse sequential order in accordance with the
loss allocation rules described in this prospectus supplement) to reduce
principal balances of the Principal Balance Certificates on the distribution
date for that Collection Period.

     "Record Date" means, with respect to each Class of Offered Certificates for
each Distribution Date, the last business day of the calendar month immediately
preceding the month in which such Distribution Date occurs.

     "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended
from time to time, and subject to such clarification and interpretation as have
been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.

     "Rehabilitated Mortgage Loan" means a Specially Serviced Mortgage Loan for
which (a) 3 consecutive Scheduled Payments have been made (in the case of any
such mortgage loan or any Serviced Loan Group, as applicable, that was modified,
based on the modified terms), (b) no other Servicing Transfer Event has occurred
and is continuing (or with respect to determining whether any mortgage loan as
to which an Appraisal Event has occurred is a Rehabilitated Mortgage Loan, no
other Appraisal Event has occurred) and (c) the trust has been reimbursed for
all costs incurred as a result of the occurrence of the Servicing Transfer
Event, such amounts have been forgiven or the related borrower has agreed to
reimburse such costs or, if such costs represent certain Advances, is obligated
to repay such Advances, as more particularly set forth in the Pooling and
Servicing Agreement. No portion of a Serviced Loan Group will constitute a
Rehabilitated Mortgage Loan unless the other portion of the related Serviced
Loan Group also constitutes a Rehabilitated Mortgage Loan.


                                      S-203



     "REMIC Regular Certificates" means the Senior Certificates and the
Subordinate Certificates.

     "REO Income" means the income received in connection with the operation of
an REO Property, net of certain expenses specified in the Pooling and Servicing
Agreement. With respect to any Serviced Loan Group, only an allocable portion of
such REO Income will be distributable to the Certificateholders.

     "REO Mortgage Loan" means any defaulted mortgage loan as to which the
related mortgaged property is REO Property.

     "REO Property" means any mortgaged property acquired on behalf of the
Certificateholders in respect of a defaulted mortgage loan through foreclosure,
deed in lieu of foreclosure or otherwise.

     "REO Tax" means a tax on "net income from foreclosure property" within the
meaning of the REMIC provisions of the Code.

     "Reserve Account" means an account in the name of the paying agent for the
deposit of any Excess Liquidation Proceeds.

     "Residual Certificates" means the Class R-I Certificates, the Class R-II
Certificates and the Class R-III Certificates.

     "Revised Rate" means, with respect to any mortgage loan, a fixed rate per
annum equal to the Initial Rate plus a specified percentage.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "Scheduled Payment" means, in general, for any mortgage loan (or any
Serviced Loan Group) on any Due Date, the amount of the scheduled payment of
principal and interest, or interest only, due thereon on such date, taking into
account any waiver, modification or amendment of the terms of such mortgage loan
(or Serviced Loan Group, as applicable) subsequent to the Closing Date, whether
agreed to by the special servicer or occurring in connection with a bankruptcy
proceeding involving the related borrower.

     "Scheduled Principal Balance" of any mortgage loan, any Subordinate Loan or
REO Mortgage Loan on any Distribution Date will generally equal the Cut-off Date
Balance, as defined above (less any principal amortization occurring on or prior
to the Cut-off Date), thereof, reduced, to not less than zero, by:

     o    any payments or other collections of principal, or Advances in lieu
          thereof, on such mortgage loan that have been collected or received
          during any preceding Collection Period, other than any Scheduled
          Payments due in any subsequent Collection Period; and

     o    the principal portion of any Realized Loss incurred in respect of such
          mortgage loan during any preceding Collection Period.

     "Senior Certificates" means the Class A Senior Certificates and the
Interest Only Certificates.

     "Serviced Loan Group" means the Natick Mall Loan Group, the Jones Road
Shopping Center Loan Group and each of the LaSalle Loan Groups.

     "Servicing Advances" means, in general, customary, reasonable and necessary
"out-of-pocket" costs and expenses required to be incurred by the master
servicer in connection with the servicing of the mortgage loan (or any Serviced
Loan Group, as applicable) for which it is acting as master servicer after a
default, whether or not a payment default, delinquency or other unanticipated
event, or in connection with the administration of any REO Property.

     "Servicing Function Participant" means any person, other than the master
servicers and the special servicer, that, within the meaning of Item 1122 of
Regulation AB, is performing activities that address the servicing criteria set
forth in Item 1122(d) of Regulation AB, unless such person's activities relate
only to 5% or less of the mortgage loans based on the principal balance of the
mortgage loans.


                                     S-204



     "Servicing Standard" means the standard by which the master servicers and
the special servicer will service and administer the mortgage loans, the
Subordinate Loans and/or REO Properties that it is obligated to service and
administer pursuant to the Pooling and Servicing Agreement in the best interests
and for the benefit of the Certificateholders (or, with respect to any Serviced
Loan Group, for the Certificateholders and the holder of the related mortgage
loans not included in the trust, as a collective whole, but with respect to the
Serviced Loan Groups, taking into account the subordinate nature of the related
Subordinate Loan or Subordinate Loans, if any) (as determined by the applicable
master servicer or the special servicer, as applicable, in its good faith and
reasonable judgment), to perform such servicing and administration in accordance
with applicable law, the terms of the Pooling and Servicing Agreement and the
terms of the respective subject mortgage loans or Serviced Loan Group, as
applicable, the LaSalle Co-Lender Agreement, the Jones Road Shopping Center
Co-Lender Agreement and the Natick Mall Co-Lender Agreement, as the case may be,
and, to the extent consistent with the foregoing, further as follows--

     o    with the same care, skill and diligence as is normal and usual in such
          master servicer's or special servicer's, as applicable, general
          mortgage servicing activities, and in the case of the special
          servicer, its REO property management activities on behalf of third
          parties or on behalf of itself, whichever is higher, with respect to
          mortgage loans that are comparable to those which it is obligated to
          service and administer pursuant to the Pooling and Servicing
          Agreement; and

     o    with a view to the timely collection of all scheduled payments of
          principal and interest under the serviced mortgage loans (including
          the Subordinate Loans) and, in the case of the special servicer, if a
          serviced mortgage loan (including the Subordinate Loans) comes into
          and continues in default and if, in the judgment of the special
          servicer, no satisfactory arrangements can be made for the collection
          of the delinquent payments, the maximization of the recovery on that
          mortgage loan (or any related Subordinate Loan) to the
          Certificateholders, as a collective whole (or, with respect to any
          Serviced Loan Group, to the Certificateholders and the holder of the
          related mortgage loans not included in the trust, as a collective
          whole, but taking into account the subordinate nature of any
          Subordinate Loan or Subordinate Loans, if any), on a net present value
          basis; but

     o    without regard to--

          (a)  any relationship that a master servicer or the special servicer,
               as the case may be, or any affiliate thereof may have with the
               related borrower,

          (b)  the ownership of any Certificate (or any interest in a
               Subordinate Loan) by a master servicer or the special servicer,
               as the case may be, or by any affiliate thereof,

          (c)  a master servicer's obligation to make Advances,

          (d)  the special servicer's obligation to request that a master
               servicer make Servicing Advances,

          (e)  the right of a master servicer (or any affiliate thereof) or the
               special servicer (or any affiliate thereof), as the case may be,
               to receive reimbursement of costs, or the sufficiency of any
               compensation payable to it, or with respect to any particular
               transaction, or

          (f)  any obligation of a master servicer or any of its affiliates (in
               their capacity as a mortgage loan seller, if applicable) to cure
               a breach of a representation or warranty or repurchase the
               mortgage loan.

     "Servicing Transfer Event" means an instance where an event has occurred
that has caused a mortgage loan (or any Serviced Loan Group) to become a
Specially Serviced Mortgage Loan.

     "Specially Serviced Mortgage Loan" means any mortgage loan (or any Serviced
Loan Group) as to which:

     o    a payment default shall have occurred (i) at its maturity date
          (except, if (a) the borrower is making its regularly scheduled monthly
          payments, (b) the borrower notifies the applicable master servicer
          (who shall forward such notice to the other master servicer, the
          special servicer and the Operating Adviser) of its intent to refinance
          such mortgage loan (or a Serviced Loan Group) and is diligently
          pursuing such refinancing, (c) the borrower delivers a firm commitment
          to refinance acceptable to the operating adviser


                                     S-205



          on or prior to the maturity date, and (d) such refinancing occurs
          within 60 days of such default, which 60-day period may be extended to
          120 days at the Operating Adviser's discretion) or (ii) if any other
          payment is more than 60 days past due or has not been made on or
          before the second Due Date following the date such payment was due;

     o    to the applicable master servicer's or special servicer's knowledge,
          the borrower has consented to the appointment of a receiver or
          conservator in any insolvency or similar proceeding of or relating to
          such borrower or to all or substantially all of its property, or the
          borrower has become the subject of a decree or order issued under a
          bankruptcy, insolvency or similar law and such decree or order shall
          have remained undischarged, undismissed or unstayed for a period of 30
          days;

     o    the applicable master servicer or special servicer shall have received
          notice of the foreclosure or proposed foreclosure of any other lien on
          the mortgaged property;

     o    the applicable master servicer or special servicer has knowledge of a
          default (other than a failure by the related borrower to pay principal
          or interest) which, in the judgment of such master servicer or special
          servicer, materially and adversely affects the interests of the
          Certificateholders and which has occurred and remains unremedied for
          the applicable grace period specified in such mortgage loan (or, if no
          grace period is specified, 60 days);

     o    the 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; or

     o    in the judgment of the applicable master servicer or special servicer,
          (a) a payment default is imminent or is likely to occur within 60 days
          or (b) any other default is imminent or is likely to occur within 60
          days and such default, in the judgment of the master servicer or
          special servicer is reasonably likely to materially and adversely
          affect the interests of the Certificateholders.

     "Special Servicer Compensation" means such fees payable to the special
servicer, collectively, the Special Servicing Fee, the Workout Fee and the
Liquidation Fee and any other fees payable to the special servicer pursuant to
the Pooling and Servicing Agreement.

     "Special Servicer Event of Default" means, with respect to the special
servicer under the Pooling and Servicing Agreement, any one of the following
events:

     o    any failure by the special servicer to remit to the paying agent or
          the applicable master servicer within 1 business day of the date when
          due any amount required to be so remitted under the terms of the
          Pooling and Servicing Agreement;

     o    any failure by the special servicer to deposit into any account any
          amount required to be so deposited or remitted under the terms of the
          Pooling and Servicing Agreement which failure continues unremedied for
          1 business day following the date on which such deposit or remittance
          was first required to be made;

     o    any failure on the part of the special servicer duly to observe or
          perform in any material respect any other of the covenants or
          agreements on the part of the special servicer contained in the
          Pooling and Servicing Agreement which continues unremedied for a
          period of 30 days after the date on which written notice of such
          failure, requiring the same to be remedied, shall have been given to
          the special servicer by Morgan Stanley Capital I Inc. or the trustee;
          provided, however, that to the extent that the special servicer
          certifies to the trustee and Morgan Stanley Capital I Inc. that the
          special servicer is in good faith attempting to remedy such failure
          and the Certificateholders shall not be materially and adversely
          affected thereby, such cure period will be extended to the extent
          necessary to permit the special servicer to cure the failure; provided
          further, that such cure period may not exceed 90 days;

     o    any breach by the special servicer of the representations and
          warranties contained in the Pooling and Servicing Agreement that
          materially and adversely affects the interests of the holders of any
          Class of Certificates and that continues unremedied for a period of 30
          days after the date on which notice of such


                                     S-206



          breach, requiring the same to be remedied, shall have been given to
          the special servicer by Morgan Stanley Capital I Inc. or the trustee;
          provided, however, that to the extent that the special servicer is in
          good faith attempting to remedy such breach and the Certificateholders
          shall not be materially and adversely affected thereby, such cure
          period may be extended to the extent necessary to permit the special
          servicer to cure such failure; provided, further, that such cure
          period may not exceed 90 days;

     o    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 for
          the appointment of a conservator, receiver, liquidator, trustee or
          similar official in any bankruptcy, insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings, or for
          the winding-up or liquidation of its affairs, shall have been entered
          against the special servicer and such decree or order shall have
          remained in force undischarged or unstayed for a period of 60 days;

     o    the special servicer shall consent to the appointment of a
          conservator, receiver, liquidator, trustee or similar official in any
          bankruptcy, insolvency, readjustment of debt, marshalling of assets
          and liabilities or similar proceedings of or relating to the special
          servicer or of or relating to all or substantially all of its
          property;

     o    the special servicer shall admit in writing its inability to pay its
          debts generally as they become due, file a petition to take advantage
          of any applicable bankruptcy, insolvency or reorganization statute,
          make an assignment for the benefit of its creditors, voluntarily
          suspend payment of its obligations, or take any corporate action in
          furtherance of the foregoing;

     o    the special servicer ceases to have a special servicer rating of at
          least "CSS3" from Fitch, or the trustee receives written notice from
          Fitch to the effect that the continuation of the special servicer in
          such capacity would result in the downgrade, qualification or
          withdrawal of any rating then assigned by Fitch to any Class of
          Certificates and citing servicing concerns with the special servicer
          as the sole or a material factor in such rating action, and such
          notice is not rescinded within 60 days; or

     o    the special servicer is no longer listed on S&P's Select Servicer List
          as a U.S. Commercial Mortgage Special Servicer and is not reinstated
          to such status within 60 days.

     Under certain circumstances, the failure by a party to the Pooling and
Servicing Agreement to perform its duties described under "Description of the
Offered Certificates--Evidence as to Compliance" in this prospectus supplement,
or to perform certain other reporting duties imposed on it for purposes of
compliance with Regulation AB and the Exchange Act, will constitute an "Event of
Default" that entitles the Depositor or another party to terminate that party.
In some circumstances, such an "Event of Default" may be waived by the Depositor
in its sole discretion.

     "Special Servicing Fee" means an amount equal to, in any month, the
applicable portion for that month of a rate equal to 0.25% per annum of the
outstanding Scheduled Principal Balance of each Specially Serviced Mortgage
Loan.

     "Sponsor" means each of Morgan Stanley Mortgage Capital Inc., LaSalle Bank
National Association and Prudential Mortgage Capital Funding, LLC, or any
successor thereto.

     "Structuring Assumptions" means the following assumptions:

     o    the mortgage rate on each mortgage loan in effect as of the Closing
          Date remains in effect until maturity or its Anticipated Repayment
          Date;

     o    the initial Certificate Balances and initial Pass-Through Rates of the
          Certificates are as presented in this prospectus supplement;

     o    the closing date for the sale of the Certificates is December 21,
          2006;

     o    distributions on the Certificates are made on the 15th day of each
          month;

     o    there are no delinquencies, defaults or Realized Losses with respect
          to the mortgage loans;


                                     S-207



     o    Scheduled Payments on the mortgage loans are timely received on the
          first day of each month;

     o    the trust does not experience any Expense Losses;

     o    no Principal Prepayment on any mortgage loan is made during its
          Lockout Period, if any, or during any period when Principal
          Prepayments on such mortgage loans are required to be accompanied by a
          Yield Maintenance Charge, and otherwise Principal Prepayments are made
          on the mortgage loans at the indicated levels of CPR, notwithstanding
          any limitations in the mortgage loans on partial prepayments;

     o    no Prepayment Interest Shortfalls occur;

     o    no mortgage loan is the subject of a repurchase or substitution by the
          respective mortgage loan seller and no optional termination of the
          trust occurs, unless specifically noted;

     o    each ARD Loan pays in full on its Anticipated Repayment Date;

     o    any mortgage loan with the ability to choose defeasance or yield
          maintenance chooses yield maintenance; and

     o    no holder of a mezzanine loan exercises its option to purchase any
          mortgage loan.

     "Subordinate Certificates" means the Class A-M Certificates, Class A-J
Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class H Certificates, the Class J Certificates, the Class K
Certificates, the Class L Certificates, the Class M Certificates, the Class N
Certificates, the Class O Certificates, the Class P Certificates, the Class Q
Certificates and the Class S Certificates.

     "Subordinate Loan" means each of the Natick Mall Subordinate Loans, each
LaSalle Subordinate Loan and the Jones Road Shopping Center B Loan.

     "Treasury Rate" unless otherwise specified in the related mortgage loan
documents, is the yield calculated by the linear interpolation of the yields, as
reported in Federal Reserve Statistical Release H.15-Selected Interest Rates
under the heading "U.S. government securities/Treasury constant maturities" for
the week ending prior to the date of the relevant principal prepayment, of U.S.
Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the maturity date (or Anticipated Repayment Date, if
applicable) of the mortgage loan prepaid. If Release H.15 is no longer
published, the master servicer for such mortgage loan will select a comparable
publication to determine the Treasury Rate.

     "Trustee Fee" means a monthly fee as set forth in the Pooling and Servicing
Agreement to be paid from the Distribution Account to the trustee and the paying
agent as compensation for the performance of their duties calculated at a rate
that is part of the Administrative Cost Rate.

     "Underwritable Cash Flow" means an estimate of stabilized cash flow
available for debt service. In general, it is the estimated stabilized revenue
derived from the use and operation of a mortgaged property, consisting primarily
of rental income less the sum of (a) estimated stabilized operating expenses
(such as utilities, administrative expenses, repairs and maintenance, management
fees and advertising), (b) fixed expenses, such as insurance, real estate taxes
(except in the case of certain mortgage loans included in the trust, where the
related borrowers are exempted from real estate taxes and assessments) and, if
applicable, ground lease payments, and (c) reserves for capital expenditures,
including tenant improvement costs and leasing commissions. Underwritable Cash
Flow generally does not reflect interest expenses and non-cash items such as
depreciation and amortization.

     "Underwriters" means Morgan Stanley & Co. Incorporated, LaSalle Financial
Services, Inc., Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and SunTrust Capital Markets, Inc.

     "Underwriting Agreement" means that agreement, dated as of December ___,
2006, entered into by Morgan Stanley & Co. Incorporated, Morgan Stanley Capital
I Inc., LaSalle Financial Services, Inc., Greenwich Capital Markets, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets,
Inc.


                                     S-208



     "Unpaid Interest" means, on any Distribution Date with respect to any Class
of Certificates (excluding the Residual Certificates and the Class EI
Certificates), the portion of Distributable Certificate Interest for such Class
remaining unpaid as of the close of business on the preceding Distribution Date,
plus one month's interest thereon at the applicable Pass-Through Rate.

     "Weighted Average Net Mortgage Rate" means, for any Distribution Date, the
weighted average of the Net Mortgage Rates for the mortgage loans (in the case
of each mortgage loan that is a Non-30/360 Mortgage Loan, adjusted as described
under the definition of Net Mortgage Rate) weighted on the basis of their
respective Scheduled Principal Balances as of the close of business on the
preceding Distribution Date.

     "Workout Fee" means that fee, payable with respect to any Rehabilitated
Mortgage Loan, equal to 1.00% of the amount of each collection of interest
(other than default interest and Excess Interest) and principal received
(including any Condemnation Proceeds received and applied as a collection of
such interest and principal) on such mortgage loan (or any Serviced Loan Group,
as applicable) for so long as it remains a Rehabilitated Mortgage Loan.

     "Yield Maintenance Charge" means, with respect to any Distribution Date,
the aggregate of all yield maintenance charges, if any, received during the
related Collection Period in connection with Principal Prepayments.

     "Yield Maintenance Minimum Amount" means, with respect to a mortgage loan
that provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.


                                     S-209



                                   SCHEDULE A

 Rates Used in Determination of Class X-1, Class X-2 and Class X-W Pass Through
                                      Rates

       12/15/2006   0.00000%                       07/15/2010   5.84861%
       01/15/2007   5.85757%                       08/15/2010   6.03183%
       02/15/2007   5.85739%                       09/15/2010   6.03160%
       03/15/2007   5.85736%                       10/15/2010   5.84789%
       04/15/2007   6.04019%                       11/15/2010   6.03113%
       05/15/2007   5.85682%                       12/15/2010   5.84740%
       06/15/2007   6.03983%                       01/15/2011   5.84714%
       07/15/2007   5.85644%                       02/15/2011   5.84690%
       08/15/2007   6.03946%                       03/15/2011   5.84695%
       09/15/2007   6.03928%                       04/15/2011   6.02785%
       10/15/2007   5.85586%                       05/15/2011   5.84385%
       11/15/2007   6.03890%                       06/15/2011   6.02736%
       12/15/2007   5.85547%                       07/15/2011   5.84334%
       01/15/2008   6.03852%                       08/15/2011   6.02688%
       02/15/2008   5.85507%                       09/15/2011   6.02663%
       03/15/2008   5.85493%                       10/15/2011   5.84258%
       04/15/2008   6.03793%                       11/15/2011   6.05531%
       05/15/2008   5.85446%                       12/15/2011   5.87013%
       06/15/2008   6.03753%                       01/15/2012   6.05484%
       07/15/2008   5.85404%                       02/15/2012   5.87027%
       08/15/2008   6.03713%                       03/15/2012   5.87018%
       09/15/2008   6.03693%                       04/15/2012   6.05412%
       10/15/2008   5.85342%                       05/15/2012   5.86953%
       11/15/2008   6.03652%                       06/15/2012   6.05363%
       12/15/2008   5.85299%                       07/15/2012   5.86903%
       01/15/2009   5.85276%                       08/15/2012   6.05314%
       02/15/2009   5.85255%                       09/15/2012   6.05289%
       03/15/2009   5.85254%                       10/15/2012   5.86826%
       04/15/2009   6.03544%                       11/15/2012   6.05239%
       05/15/2009   5.85187%                       12/15/2012   5.86774%
       06/15/2009   6.03500%                       01/15/2013   5.86747%
       07/15/2009   5.85141%                       02/15/2013   5.86720%
       08/15/2009   6.03456%                       03/15/2013   5.86743%
       09/15/2009   6.03434%                       04/15/2013   6.05107%
       10/15/2009   5.85073%                       05/15/2013   5.85810%
       11/15/2009   6.03389%                       06/15/2013   6.04195%
       12/15/2009   5.85025%                       07/15/2013   5.86132%
       01/15/2010   5.85001%                       08/15/2013   6.04798%
       02/15/2010   5.84978%                       09/15/2013   6.04771%
       03/15/2010   5.84984%                       10/15/2013   5.85925%
       04/15/2010   6.03274%                       11/15/2013   6.04076%
       05/15/2010   5.84908%                       12/15/2013   5.84857%
       06/15/2010   6.03229%



                                    SCH. A-1



















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                                   SCHEDULE B

                              Component Loan Amount



DISTRIBUTION DATES
    (INCLUSIVE)        CLASS A-1        CLASS A-1-A        CLASS A-2       CLASS A-NM         CLASS A-3       CLASS A-AB
------------------   --------------   ---------------   --------------   ---------------   --------------   --------------

January 2007 to
December 2007        $24,304,000.00   $263,360,500.00   $35,100,000.00   $112,500,000.00   $22,250,000.00   $44,100,000.00

January 2008 to
December 2008        $         0.00   $251,893,500.00   $16,311,500.00   $112,500,000.00   $22,250,000.00   $44,100,000.00

January 2009 to
December 2009        $         0.00   $239,955,500.00   $         0.00   $          0.00   $12,180,000.00   $44,100,000.00

January 2010 to
December 2010        $         0.00   $225,451,000.00   $         0.00   $          0.00   $         0.00   $11,840,500.00

January 2011 to
December 2011        $         0.00   $196,708,500.00   $         0.00   $          0.00   $         0.00   $         0.00

January 2012 to
December 2012        $         0.00   $186,993,500.00   $         0.00   $          0.00   $         0.00   $         0.00

January 2013 to
December 2013        $         0.00   $170,426,000.00   $         0.00   $          0.00   $         0.00   $         0.00

January 2014         $         0.00   $          0.00   $         0.00   $          0.00   $         0.00   $         0.00


DISTRIBUTION DATES
   (INCLUSIVE)          CLASS A-4         CLASS A-M          CLASS AJ         CLASS B         CLASS C
------------------   ---------------   ---------------   ---------------   -------------   --------------

January 2007 to
December 2007        $448,783,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2008 to
December 2008        $448,783,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2009 to
December 2009        $448,783,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2010 to
December 2010        $448,783,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2011 to
December 2011        $394,427,500.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2012 to
December 2012        $344,148,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00   $22,183,500.00

January 2013 to
December 2013        $294,358,000.00   $136,515,500.00   $121,157,000.00   $8,532,500.00    $7,284,500.00

January 2014         $          0.00   $          0.00   $          0.00   $        0.00    $        0.00




                        CLASS D         CLASS E           CLASS F          CLASS G          CLASS H          CLASS J
                     --------------   -------------   --------------   --------------   --------------   --------------

January 2007 to
December 2007        $13,651,500.00   $6,826,000.00   $11,945,000.00   $11,945,000.00   $13,651,500.00   $13,651,500.00

January 2008 to
December 2008        $13,651,500.00   $6,826,000.00   $11,945,000.00   $11,945,000.00   $13,651,500.00   $13,651,500.00

January 2009 to
December 2009        $13,651,500.00   $6,826,000.00   $11,945,000.00   $11,945,000.00   $13,651,500.00   $ 9,909,000.00

January 2010 to
December 2010        $13,651,500.00   $6,826,000.00   $11,945,000.00   $10,488,500.00   $         0.00   $         0.00

January 2011 to
December 2011        $13,651,500.00   $6,826,000.00   $   946,500.00   $         0.00   $         0.00   $         0.00

January 2012 to
December 2012        $ 2,359,500.00   $        0.00   $         0.00   $         0.00   $         0.00   $         0.00

January 2013 to
December 2013        $         0.00   $        0.00   $         0.00   $         0.00   $         0.00   $         0.00

January 2014         $         0.00   $        0.00   $         0.00   $         0.00   $         0.00   $         0.00


                         CLASS K         CLASS L         CLASS M         CLASS N            TOTALS
                     --------------   -------------   -------------   -------------   -----------------

January 2007 to
December 2007        $17,064,500.00   $1,706,500.00   $3,413,000.00   $6,825,500.00   $1,339,466,000.00

January 2008 to
December 2008        $17,064,500.00   $1,706,500.00   $3,413,000.00   $1,002,000.00   $1,279,083,000.00

January 2009 to
December 2009        $         0.00   $        0.00   $        0.00   $        0.00   $1,101,335,000.00

January 2010 to
December 2010        $         0.00   $        0.00   $        0.00   $        0.00   $1,017,374,000.00

January 2011 to
December 2011        $         0.00   $        0.00   $        0.00   $        0.00   $  900,948,500.00

January 2012 to
December 2012        $         0.00   $        0.00   $        0.00   $        0.00   $  821,889,500.00

January 2013 to
December 2013        $         0.00   $        0.00   $        0.00   $        0.00   $  738,273,500.00

January 2014         $         0.00   $        0.00   $        0.00   $        0.00   $            0.00



                                    SCH. B-1






















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                                   SCHEDULE C

                      Class A-AB Planned Principal Balance

      12/21/2006   $88,200,000.00            08/15/2011   $88,200,000.00
      01/15/2007   $88,200,000.00            09/15/2011   $88,200,000.00
      02/15/2007   $88,200,000.00            10/15/2011   $88,200,000.00
      03/15/2007   $88,200,000.00            11/15/2011   $88,183,665.07
      04/15/2007   $88,200,000.00            12/15/2011   $86,775,000.00
      05/15/2007   $88,200,000.00            01/15/2012   $85,402,000.00
      06/15/2007   $88,200,000.00            02/15/2012   $84,022,000.00
      07/15/2007   $88,200,000.00            03/15/2012   $82,249,000.00
      08/15/2007   $88,200,000.00            04/15/2012   $80,852,000.00
      09/15/2007   $88,200,000.00            05/15/2012   $79,256,000.00
      10/15/2007   $88,200,000.00            06/15/2012   $77,844,000.00
      11/15/2007   $88,200,000.00            07/15/2012   $76,234,000.00
      12/15/2007   $88,200,000.00            08/15/2012   $74,806,000.00
      01/15/2008   $88,200,000.00            09/15/2012   $73,371,000.00
      02/15/2008   $88,200,000.00            10/15/2012   $71,738,000.00
      03/15/2008   $88,200,000.00            11/15/2012   $70,288,000.00
      04/15/2008   $88,200,000.00            12/15/2012   $68,639,000.00
      05/15/2008   $88,200,000.00            01/15/2013   $67,173,000.00
      06/15/2008   $88,200,000.00            02/15/2013   $65,699,000.00
      07/15/2008   $88,200,000.00            03/15/2013   $63,648,000.00
      08/15/2008   $88,200,000.00            04/15/2013   $62,156,000.00
      09/15/2008   $88,200,000.00            05/15/2013   $60,468,000.00
      10/15/2008   $88,200,000.00            06/15/2013   $59,000,000.00
      11/15/2008   $88,200,000.00            07/15/2013   $57,295,000.00
      12/15/2008   $88,200,000.00            08/15/2013   $55,770,000.00
      01/15/2009   $88,200,000.00            09/15/2013   $54,237,000.00
      02/15/2009   $88,200,000.00            10/15/2013   $52,600,000.00
      03/15/2009   $88,200,000.00            11/15/2013   $51,083,000.00
      04/15/2009   $88,200,000.00            12/15/2013   $49,349,000.00
      05/15/2009   $88,200,000.00            01/15/2014   $47,792,000.00
      06/15/2009   $88,200,000.00            02/15/2014   $46,228,000.00
      07/15/2009   $88,200,000.00            03/15/2014   $44,102,000.00
      08/15/2009   $88,200,000.00            04/15/2014   $42,518,000.00
      09/15/2009   $88,200,000.00            05/15/2014   $40,743,000.00
      10/15/2009   $88,200,000.00            06/15/2014   $39,143,000.00
      11/15/2009   $88,200,000.00            07/15/2014   $37,350,000.00
      12/15/2009   $88,200,000.00            08/15/2014   $35,732,000.00
      01/15/2010   $88,200,000.00            09/15/2014   $34,106,000.00
      02/15/2010   $88,200,000.00            10/15/2014   $32,289,000.00
      03/15/2010   $88,200,000.00            11/15/2014   $30,645,000.00
      04/15/2010   $88,200,000.00            12/15/2014   $28,811,000.00
      05/15/2010   $88,200,000.00            01/15/2015   $27,149,000.00
      06/15/2010   $88,200,000.00            02/15/2015   $25,479,000.00
      07/15/2010   $88,200,000.00            03/15/2015   $23,256,000.00
      08/15/2010   $88,200,000.00            04/15/2015   $21,566,000.00
      09/15/2010   $88,200,000.00            05/15/2015   $19,687,000.00
      10/15/2010   $88,200,000.00            06/15/2015   $17,978,000.00
      11/15/2010   $88,200,000.00            07/15/2015   $16,081,000.00
      12/15/2010   $88,200,000.00            08/15/2015   $14,354,000.00
      01/15/2011   $88,200,000.00            09/15/2015   $12,618,000.00
      02/15/2011   $88,200,000.00            10/15/2015   $10,694,000.00
      03/15/2011   $88,200,000.00            11/15/2015   $ 8,939,000.00
      04/15/2011   $88,200,000.00            12/15/2015   $ 3,506,000.00
      05/15/2011   $88,200,000.00            01/15/2016   $ 1,769,000.00
      06/15/2011   $88,200,000.00            02/15/2016   $         0.00
      07/15/2011   $88,200,000.00



                                    SCH. C-1






















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                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

MORTGAGE LOAN SELLERS



                                                         PERCENT BY                                   WEIGHTED  WEIGHTED
                                           AGGREGATE     AGGREGATE   WEIGHTED   WEIGHTED               AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF      CUT-OFF       CUT-OFF     AVERAGE   AVERAGE     WEIGHTED   POST IO   CUT-OF    AVERAGE
                              MORTGAGE       DATE           DATE     MORTGAGE  REMAINING     AVERAGE   PERIOD     DATE     BALLOON
LOAN SELLER                    LOANS      BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  --------------  -----------  --------  ---------    --------  --------  --------  --------

LaSalle Bank National
   Association                  146      1,186,092,370      43.4       5.870       115        1.59      1.50      67.9      62.4
Morgan Stanley Mortgage
   Capital Inc.                  48        989,181,987      36.2       5.761       104        1.58      1.53      64.1      60.6
Prudential Mortgage Capital
   Funding, LLC                  19        256,931,500       9.4       5.722       105        1.49      1.33      70.6      64.5
SunTrust Bank                    30        184,277,259       6.7       5.960       117        1.41      1.32      69.3      59.5
Massachusetts Mutual Life
   Insurance Company             26        113,824,413       4.2       8.184       107        1.32      1.32      45.4      34.0
                                ---     --------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                          269     $2,730,307,529     100.0%      5.919%      110        1.55X     1.48X     65.9%     60.5%
                                ===     ==============     =====       =====       ===        ====      ====      ====      ====


CUT-OFF DATE BALANCES



                                                         PERCENT BY                                   WEIGHTED  WEIGHTED
                                           AGGREGATE     AGGREGATE   WEIGHTED   WEIGHTED               AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF      CUT-OFF       CUT-OFF     AVERAGE   AVERAGE     WEIGHTED   POST IO   CUT-OF    AVERAGE
                              MORTGAGE       DATE           DATE     MORTGAGE  REMAINING     AVERAGE   PERIOD     DATE     BALLOON
CUT-OFF DATE BALANCE ($)       LOANS      BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  --------------  -----------  --------  ---------  ---------  --------  --------  --------

1 - 2,500,000                    61        110,625,143       4.1       6.269       118        1.34      1.30      66.9      56.8
2,500,001 - 5,000,000            80        292,657,520      10.7       6.342       116        1.39      1.33      67.8      57.1
5,000,001 - 7,500,000            54        330,503,723      12.1       6.420       111        1.41      1.34      65.6      57.2
7,500,001 - 10,000,000           24        209,698,801       7.7       6.165       111        1.38      1.30      71.3      62.7
10,000,001 - 12,500,000          13        148,186,218       5.4       5.882       119        1.39      1.25      72.1      63.2
12,500,001 - 15,000,000           6         81,487,854       3.0       5.984       119        1.48      1.32      74.5      66.2
15,000,001 - 17,500,000           5         82,800,000       3.0       5.818       119        1.57      1.36      69.4      63.9
17,500,001 - 20,000,000           4         74,779,092       2.7       5.826       116        1.33      1.22      69.6      60.7
20,000,001 - 30,000,000           8        194,857,304       7.1       5.849       119        1.44      1.29      74.7      69.3
30,000,001 - 40,000,000           3        101,675,000       3.7       5.730       106        1.79      1.71      64.6      61.9
40,000,001 - 50,000,000           2         91,456,875       3.3       5.954       118        1.26      1.26      70.5      65.8
50,000,001 - 60,000,000           2        107,380,000       3.9       5.647       116        1.38      1.25      75.7      73.3
60,000,001 - 70,000,000           2        125,200,000       4.6       5.760        88        1.44      1.33      70.9      68.5
70,000,001 >=                     5        779,000,000      28.5       5.553       102        1.88      1.85      56.3      55.7
                                ---     --------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                          269     $2,730,307,529     100.0%      5.919%      110        1.55X     1.48X     65.9%     60.5%
                                ===     ==============     =====       =====       ===        ====      ====      ====      ====


Minimum: $609,429
Maximum: $250,000,000
Weighted Average: $10,149,842


                                      I-1



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

STATES



                                                                                                 WEIGHTED
                                                   PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE    WEIGHTED    WEIGHTED
                       NUMBER OF     AGGREGATE      AGGREGATE   AVERAGE     AVERAGE    WEIGHTED  POST IO      AVERAGE     AVERAGE
                       MORTGAGED   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING   AVERAGE    PERIOD   CUT-OFF DATE   BALLOON
STATE                 PROPERTIES    BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)     LTV (%)     LTV (%)
--------------------  ----------  --------------  ------------  --------  -----------  --------  --------  ------------  --------

Northern California        31        295,479,738      10.8       5.533        120        2.00      1.97        55.4        54.3
Southern California        30        179,021,036       6.6       5.910        117        1.41      1.29        65.7        59.5
Massachusetts               2        231,894,266       8.5       5.554         58        1.89      1.89        46.0        45.9
Florida                    29        225,537,484       8.3       6.267        110        1.41      1.32        66.1        59.0
Illinois                   10        190,035,153       7.0       5.775        110        1.52      1.37        72.3        67.3
Pennsylvania                6        173,274,910       6.3       5.661        120        1.50      1.43        77.4        74.6
Virginia                   16        152,726,098       5.6       5.870         97        1.47      1.42        65.3        59.5
New York                    8        129,183,468       4.7       5.804        115        1.94      1.94        48.0        43.8
Texas                      25        123,997,264       4.5       6.256        118        1.41      1.34        73.2        62.8
Georgia                    22        110,947,529       4.1       6.149        120        1.38      1.32        70.1        60.2
Ohio                       17         96,715,542       3.5       5.940        119        1.38      1.25        76.4        69.5
New Jersey                  4         84,655,550       3.1       5.892        119        1.42      1.20        75.1        69.3
Michigan                   10         60,428,930       2.2       6.633        113        1.39      1.34        66.3        56.1
Colorado                    3         60,317,757       2.2       6.180        114        1.82      1.76        56.0        53.9
Maryland                    2         59,400,000       2.2       5.690        119        1.24      1.24        77.3        76.1
South Carolina             11         57,984,601       2.1       6.068        115        1.45      1.32        72.3        62.0
Tennessee                   8         54,379,890       2.0       5.847        120        1.43      1.20        77.5        69.2
Connecticut                 2         51,035,000       1.9       6.000        118        1.23      1.22        73.1        72.8
North Carolina              9         49,682,470       1.8       6.072        104        1.43      1.39        72.8        64.3
Indiana                     5         48,484,313       1.8       6.044        117        1.48      1.30        73.1        66.9
Wisconsin                   6         45,420,818       1.7       5.841        119        1.53      1.28        76.9        69.3
District of Columbia        1         42,456,875       1.6       5.900        119        1.30      1.30        67.2        57.0
Arizona                     8         27,626,477       1.0       6.896        104        1.28      1.21        62.5        54.5
Washington                  7         21,476,355       0.8       6.212        115        1.28      1.28        71.9        61.8
Utah                        2         20,300,000       0.7       5.867        119        1.38      1.15        76.9        69.6
Oregon                      5         14,045,280       0.5       6.098        119        1.39      1.32        72.8        62.9
Kentucky                    2         13,991,721       0.5       6.296        119        1.39      1.31        75.5        65.7
Arkansas                    5         12,876,395       0.5       6.814         91        1.23      1.23        69.0        59.2
Mississippi                 3         12,179,754       0.4       5.920        119        1.39      1.39        76.1        71.2
Louisiana                   2          9,710,114       0.4       6.034        116        1.25      1.25        79.2        67.7
Nevada                      2          9,369,983       0.3       5.985        119        1.28      1.14        65.2        57.9
Maine                       2          8,875,851       0.3       5.940        120        1.42      1.29        79.3        68.9
Oklahoma                    3          7,460,396       0.3       6.126        118        1.32      1.22        75.4        66.0
Idaho                       2          6,950,000       0.3       6.096        112        1.29      1.25        77.1        76.3
West Virginia               3          6,804,471       0.2       6.181        119        1.28      1.28        74.7        61.9
Hawaii                      1          5,300,000       0.2       5.950        119        1.42      1.20        72.1        67.5
Alabama                     2          5,174,681       0.2       7.103        143        1.49      1.49        56.0        33.3
Kansas                      2          4,735,564       0.2       7.804        133        1.11      1.11        50.2        40.0
Missouri                    1          4,234,697       0.2       8.610         92        1.02      1.02        67.4        53.4
South Dakota                1          3,996,003       0.1       5.980        119        1.21      1.21        78.4        66.6
New Hampshire               4          3,796,246       0.1       6.040        119        1.21      1.21        79.3        67.5
North Dakota                1          3,746,352       0.1       6.120        119        1.35      1.35        60.4        51.6
Minnesota                   1          3,100,000       0.1       5.910        120        1.30      1.30        72.9        63.1
Nebraska                    1          1,498,495       0.1       5.960        119        1.37      1.37        71.4        60.6
                          ---     --------------     -----       -----        ---        ----      ----        ----        ----
TOTAL:                    317     $2,730,307,529     100.0%      5.919%       110        1.55X     1.48X       65.9%       60.5%
                          ===     ==============     =====       =====        ===        ====      ====        ====        ====



                                       I-2



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

PROPERTY TYPES



                                                             PERCENT
                                                                BY                                    WEIGHTED
                                                            AGGREGATE            WEIGHTED              AVERAGE  WEIGHTED
                                                             CUT-OFF   WEIGHTED   AVERAGE   WEIGHTED   POST IO  AVERAGE   WEIGHTED
                                 NUMBER OF    AGGREGATE        DATE     AVERAGE  REMAINING  AVERAGE    PERIOD   CUT-OFF   AVERAGE
                                 MORTGAGED   CUT-OFF DATE    BALANCE   MORTGAGE    TERM       DSCR      DSCR      DATE    BALLOON
PROPERTY TYPE                   PROPERTIES   BALANCE ($)       (%)     RATE (%)   (MOS.)      (X)        (X)     LTV (%)   LTV (%)
------------------------------  ----------  --------------  ---------  --------  ---------  --------  --------  --------  --------

Office
   Suburban                          39        358,488,943     13.1      5.882      112       1.43      1.30      73.1      66.9
   Urban                              8        367,108,462     13.4      5.701      119       1.66      1.62      67.4      66.3
   Medical                            6         40,042,394      1.5      5.961      119       1.38      1.24      78.4      68.8
                                     --     --------------     ----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      53     $  765,639,798     28.0%     5.800%     116       1.54X     1.45X     70.6%     66.7%
Multifamily
   Garden                            77        404,594,317     14.8      6.571      112       1.37      1.27      66.4      56.8
   Mid-Rise                           4        144,094,266      5.3      5.823       89       1.36      1.32      69.9      68.5
   High-Rise                          1          8,200,000      0.3      5.570       59       1.45      1.45      52.6      52.6
   Senior Housing                     1          5,180,346      0.2      7.500      163       1.23      1.23      40.1      30.7
   Student Housing                    4         41,063,168      1.5      6.045      109       1.38      1.23      72.8      66.3
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      87     $  603,132,096     22.1%     6.350%     106       1.37X     1.28X     67.3%     59.9%
Retail
   Anchored                          13        330,137,024     12.1      5.626       77       1.76      1.74      52.9      51.3
   Unanchored                        37        137,833,075      5.0      6.029      119       1.44      1.34      66.8      58.7
   Shadow Anchored                   19         94,794,578      3.5      5.831      119       1.38      1.26      72.1      64.3
   Free Standing                      6         19,430,132      0.7      5.969      119       1.30      1.30      67.1      58.3
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      75     $  582,194,809     21.3%     5.766%      95       1.61X     1.55X     59.8%     55.4%
   Industrial
   Flex Industrial                   28        272,210,000     10.0      5.482      120       2.06      2.04      54.3      53.8
   Warehouse                         11         45,393,118      1.7      5.962      119       1.34      1.24      72.7      63.4
   Light Industrial                   1         11,987,754      0.4      5.870      119       1.52      1.52      65.2      55.2
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      40     $  329,590,872     12.1%     5.562%     120       1.94X     1.91X     57.3%     55.2%
Hospitality
   Limited Service                   21        169,705,859      6.2      6.151      116       1.44      1.44      66.8      54.5
   Full Service                       3        116,268,258      4.3      5.848      120       1.48      1.24      74.9      69.2
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      24     $  285,974,117     10.5%     6.028%     118       1.46X     1.36X     70.1%     60.5%
Self Storage
   Self Storage                      22         58,962,621      2.2      6.015      118       1.42      1.35      70.1      61.1
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                      22     $   58,962,621      2.2%     6.015%     118       1.42X     1.35X     70.1%     61.1%
Mixed Use
   Office/Retail                      5         51,298,222      1.9      5.651      116       1.53      1.36      71.8      63.7
   Office/Industrial                  1         12,987,854      0.5      6.330      119       1.74      1.74      65.9      56.6
   Retail/Multifamily                 1          7,200,000      0.3      6.240      119       1.52      1.30      76.1      67.9
   Warehouse/Office                   1          2,600,000      0.1      5.880      120       1.60      1.35      72.2      65.2
   Retail/Office/Multifamily          1          2,163,489      0.1      6.200      116       1.26      1.26      74.6      58.7
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                       9     $   76,249,565      2.8%     5.846%     117       1.56X     1.41X     71.3%     62.8%
Manufactured Housing Community
   Manufactured Housing
      Community                       7         28,563,650      1.0      6.156      115       1.38      1.28      72.2      66.2
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
      SUBTOTAL:                       7     $   28,563,650      1.0%     6.156%     115       1.38X     1.28X     72.2%     66.2%
                                    ---     --------------    -----      -----      ---       ----      ----      ----      ----
TOTAL:                              317     $2,730,307,529    100.0%     5.919%     110       1.55X     1.48X     65.9%     60.5%
                                    ===     ==============    =====      =====      ===       ====      ====      ====      ====



                                      I-3



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

MORTGAGE RATES



                                                             PERCENT
                                                                BY                                    WEIGHTED
                                                            AGGREGATE            WEIGHTED              AVERAGE  WEIGHTED
                                                             CUT-OFF   WEIGHTED   AVERAGE   WEIGHTED   POST IO  AVERAGE   WEIGHTED
                                 NUMBER OF    AGGREGATE        DATE     AVERAGE  REMAINING  AVERAGE    PERIOD   CUT-OFF   AVERAGE
                                 MORTGAGED   CUT-OFF DATE    BALANCE   MORTGAGE    TERM       DSCR      DSCR      DATE    BALLOON
MORTGAGE RATE(%)                  LOANS       BALANCE ($)       (%)     RATE (%)   (MOS.)      (X)        (X)     LTV (%)   LTV (%)
------------------------------  ----------  --------------  ---------  --------  ---------  --------  --------  --------  --------

5.001 - 5.500                         6        298,126,258     10.9     5.439       119       1.98      1.96      56.2      54.5
5.501 - 6.000                       118      1,730,915,806     63.4     5.734       107       1.55      1.46      67.2      62.8
6.001 - 6.500                       110        553,930,517     20.3     6.237       116       1.37      1.30      70.9      61.8
6.501 - 7.000                        13         46,475,785      1.7     6.677       106       1.43      1.43      66.3      56.5
7.001 - 7.500                         2          9,166,744      0.3     7.500       130       1.31      1.31      43.3      33.5
7.501 - 8.000                         2         11,497,400      0.4     7.916        76       1.25      1.25      54.1      44.2
8.001 - 8.500                         6         26,118,308      1.0     8.363       142       1.42      1.42      41.6      21.4
8.501 - 9.000                        11         47,358,953      1.7     8.675        90       1.32      1.32      45.9      37.3
9.001 - 9.500                         1          6,717,757      0.2     9.100        76       1.03      1.03      44.4      39.9
                                    ---     --------------    -----     -----       ---       ----      ----      ----      ----
TOTAL:                              269     $2,730,307,529    100.0%    5.919%      110       1.55X     1.48X     65.9%     60.5%
                                    ===     ==============    =====     =====       ===       ====      ====      ====      ====


Minimum: 5.290%
Maximum: 9.100%
Weighted Average: 5.919%

SEASONING



                                                             PERCENT
                                                                BY                                    WEIGHTED
                                                            AGGREGATE            WEIGHTED              AVERAGE  WEIGHTED
                                                             CUT-OFF   WEIGHTED   AVERAGE   WEIGHTED   POST IO  AVERAGE   WEIGHTED
                                 NUMBER OF     AGGREGATE       DATE     AVERAGE  REMAINING  AVERAGE    PERIOD   CUT-OFF   AVERAGE
                                 MORTGAGED   CUT-OFF DATE    BALANCE   MORTGAGE    TERM       DSCR      DSCR      DATE    BALLOON
SEASONING(MOS.)                    LOANS      BALANCE ($)      (%)     RATE (%)   (MOS.)      (X)        (X)     LTV (%)   LTV (%)
------------------------------  ----------  --------------  ---------  --------  ---------  --------  --------  --------  --------

0 - 0                               74         973,449,739     35.7      5.704       119      1.62      1.52      69.0      64.2
1 - 5                              159       1,488,208,679     54.5      5.905       105      1.53      1.47      65.0      59.7
6 - 11                               9         143,559,020      5.3      5.770       105      1.49      1.39      71.0      64.7
12 - 23                              4          18,983,840      0.7      6.108       130      1.46      1.34      60.1      50.4
24 >=                               23         106,106,250      3.9      8.262       103      1.33      1.33      45.6      34.1
                                   ---      --------------    -----      -----       ---      ----      ----      ----      ----
TOTAL:                             269      $2,730,307,529    100.0%     5.919%      110      1.55X     1.48X     65.9%     60.5%
                                   ===      ==============    =====      =====       ===      ====      ====      ====      ====


Minimum: 0 mos.
Maximum: 131 mos.
Weighted Average: 6 mos


                                       I-4



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

ORIGINAL TERMS TO STATED MATURITY



                                                                                                    WEIGHTED  WEIGHTED
                                                    PERCENT BY    WEIGHTED     WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      AGGREGATE     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
   ORIGINAL TERMS TO     MORTGAGE   CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATED MATURITY (MOS.)    LOANS      BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  ------------  ----------  -----------  --------  --------  --------  --------

<= 60                       12        339,920,581      12.4        5.615          58        1.75      1.75      52.5      52.1
61 - 84                      4         47,388,949       1.7        5.804          79        1.59      1.58      67.9      66.4
85 - 120                   228      2,229,783,015      81.7        5.852         119        1.53      1.44      69.0      63.1
121 - 180                    8         39,179,016       1.4        8.121          90        1.23      1.23      44.7      38.4
181 - 240                   13         59,195,381       2.2        8.206         101        1.37      1.37      46.2      35.8
241 - 300                    4         14,840,586       0.5        8.342         175        1.38      1.38      43.9      14.8
                           ---     --------------     -----        -----         ---        ----      ----      ----      ----
TOTAL:                     269     $2,730,307,529     100.0%       5.919%        110        1.55X     1.48X     65.9%     60.5%
                           ===     ==============     =====        =====         ===        ====      ====      ====      ====


Minimum: 60 mos.
Maximum: 300 mos.
Weighted Average: 116 mos.

REMAINING TERMS TO STATED MATURITY



                                                                                                    WEIGHTED  WEIGHTED
                                                    PERCENT BY    WEIGHTED     WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      AGGREGATE     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
  REMAINING TERMS TO     MORTGAGE   CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATED MATURITY (MOS.)    LOANS      BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  ------------  ----------  -----------  --------  --------  --------  --------

<= 60                       15        355,919,064      13.0        5.745          58        1.73      1.73      52.2      51.6
61 - 84                      5         54,106,706       2.0        6.213          79        1.52      1.51      65.0      63.1
85 - 120                   242      2,295,556,044      84.1        5.916         118        1.53      1.44      68.3      62.3
121 - 180                    6         19,716,611       0.7        7.955         163        1.31      1.31      43.4      22.4
181 - 240                    1          5,009,103       0.2        8.450         181        1.37      1.37      45.3      19.3
                           ---     --------------     -----        -----         ---        ----      ----      ----      ----
TOTAL:                     269     $2,730,307,529     100.0%       5.919%        110        1.55X     1.48X     65.9%     60.5%
                           ===     ==============     =====        =====         ===        ====      ====      ====      ====


Minimum: 51 mos.
Maximum: 181 mos.
Weighted Average: 110 mos.


                                       I-5



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

ORIGINAL AMORTIZATION TERMS



                                                                                                    WEIGHTED  WEIGHTED
                                                    PERCENT BY    WEIGHTED     WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      AGGREGATE     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
ORIGINAL AMORTIZATION    MORTGAGE   CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE   PERIOD     DATE     BALLOON
      TERM (MOS.)         LOANS      BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  ------------  ----------  -----------  --------  --------  --------  --------

BALLOON LOANS
   Interest Only            22      1,034,162,000      37.9        5.600         100        1.79      1.79      58.6      58.6
   1 - 180                   1          3,399,116       0.1        6.370         117        1.34      1.34      62.9      29.2
   181 - 240                 3         17,486,621       0.6        5.796         120        1.37      1.37      56.9      37.3
   241 - 300                31        160,200,748       5.9        6.212         116        1.53      1.48      64.9      52.3
   301 - 360               210      1,502,641,050      55.0        6.102         116        1.39      1.26      71.2      63.1
   361 >=                    1          9,993,314       0.4        6.210          83        1.21      1.21      75.7      71.1
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
SUBTOTAL:                  268     $2,727,882,848      99.9%       5.917%        110        1.55X     1.48X     66.0%     60.6%

FULLY AMORTIZING LOANS
   241 - 300                 1          2,424,681       0.1        8.400         169        1.56      1.56      36.1       0.4
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
SUBTOTAL:                    1         $2,424,681       0.1%       8.400%        169        1.56X     1.56X     36.1%      0.0%
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
TOTAL:                     269     $2,730,307,529     100.0%       5.919%        110        1.55X     1.48X     65.9%     60.5%
                           ===     ==============     =====        =====         ===        ====      ====      ====      ====


Minimum: 180 mos.
Maximum: 420 mos.
Weighted Average: 353 mos.

REMAINING AMORTIZATION TERMS



                                                                                                    WEIGHTED  WEIGHTED
                                                    PERCENT BY    WEIGHTED     WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      AGGREGATE     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
REMAINING AMORTIZATION   MORTGAGE   CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE   PERIOD     DATE     BALLOON
      TERM (MOS.)         LOANS      BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  ------------  ----------  -----------  --------  --------  --------  --------

BALLOON
   Interest Only            22      1,034,162,000      37.9        5.600         100        1.79      1.79      58.6      58.6
   1 - 180                   1          3,399,116       0.1        6.370         117        1.34      1.34      62.9      29.2
   181 - 240                13         67,612,294       2.5        7.667          99        1.37      1.37      50.2      36.6
   241 - 300                42        207,596,140       7.6        6.734         115        1.48      1.44      60.0      47.8
   301 - 360               189      1,405,119,984      51.5        5.942         118        1.40      1.26      72.9      65.1
   361 >=                    1          9,993,314       0.4        6.210          83        1.21      1.21      75.7      71.1
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
SUBTOTAL:                  268     $2,727,882,848      99.9%       5.917%        110        1.55X     1.48X     66.0%     60.6%

FULLY AMORTIZING LOANS
   121 - 180                 1          2,424,681       0.1        8.400         169        1.56      1.56      36.1       0.4
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
SUBTOTAL:                    1         $2,424,681       0.1%       8.400%        169        1.56X     1.56X     36.1%      0.4%
                           ---     --------------      ----        -----         ---        ----      ----      ----      ----
TOTAL:                     269     $2,730,307,529     100.0%       5.919%        110        1.55X     1.48X     65.9%     60.5%
                           ===     ==============     =====        =====         ===        ====      ====      ====      ====


Minimum: 169 mos.
Maximum: 419 mos.
Weighted Average: 345 mos.


                                       I-6



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

DEBT SERVICE COVERAGE RATIOS



                                                PERCENT BY   WEIGHTED   WEIGHTED                 WEIGHTED       WEIGHTED    WEIGHTED
                    NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED      AVERAGE        AVERAGE     AVERAGE
DEBT SERVICE         MORTGAGE   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD  CUT-OFF DATE   BALLOON
COVERAGE RATIO (x)    LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)        LTV (%)     LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  ------------  --------

1.01 - 1.10              7         28,632,902       1.0       8.584         91        1.06         1.06           51.9        43.5
1.11 - 1.20             26        115,873,812       4.2       6.093        119        1.18         1.18           68.8        58.1
1.21 - 1.30             74        473,680,264      17.3       6.059        114        1.25         1.24           72.2        64.1
1.31 - 1.40             44        317,754,164      11.6       6.132        118        1.36         1.25           71.0        61.3
1.41 - 1.50             62        782,249,403      28.7       5.894        113        1.46         1.32           73.4        68.9
1.51 - 1.60             27        250,264,222       9.2       5.979        114        1.53         1.35           70.8        64.0
1.61 - 1.70              6         28,266,929       1.0       6.308        119        1.66         1.47           67.2        58.5
1.71 - 1.80             11         86,171,156       3.2       6.134         96        1.75         1.75           60.0        54.8
1.81 - 1.90              2          8,422,541       0.3       6.302        117        1.82         1.82           50.6        44.3
1.91 - 2.00              3        251,500,000       9.2       5.530         65        1.91         1.87           47.6        46.7
2.01 - 2.50              6        380,303,115      13.9       5.503        119        2.12         2.12           49.9        49.8
2.51 - 3.00              1          7,189,022       0.3       5.640        119        2.54         2.54           33.0        25.3
                       ---     --------------     -----       -----        ---        ----         ----           ----        ----
TOTAL:                 269     $2,730,307,529     100.0%      5.919%       110        1.55X        1.48X          65.9%       60.5%
                       ===     ==============     =====       =====        ===        ====         ====           ====        ====


Minimum: 1.02x
Maximum: 2.54x
Weighted Average: 1.55x

POST IO PERIOD DEBT SERVICE COVERAGE RATIOS



                                                PERCENT BY   WEIGHTED   WEIGHTED                 WEIGHTED       WEIGHTED    WEIGHTED
POST IO PERIOD      NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED      AVERAGE        AVERAGE     AVERAGE
DEBT SERVICE         MORTGAGE   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD  CUT-OFF DATE   BALLOON
COVERAGE RATIO (x)    LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)        LTV (%)     LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  ------------  --------

1.01 - 1.10             12         77,257,902        2.8      6.847        109        1.21         1.08           65.0        58.0
1.11 - 1.20             50        387,658,812       14.2      5.976        119        1.33         1.18           72.4        65.0
1.21 - 1.30            109        918,176,764       33.6      5.949        116        1.37         1.24           73.6        66.3
1.31 - 1.40             36        205,204,164        7.5      6.253        118        1.41         1.35           70.5        59.1
1.41 - 1.50             24        325,314,403       11.9      5.908        105        1.48         1.47           71.0        68.5
1.51 - 1.60             14         99,142,722        3.6      6.296        110        1.64         1.55           63.5        56.1
1.61 - 1.70              3         10,466,929        0.4      6.562        119        1.66         1.66           50.1        39.2
1.71 - 1.80             12         87,671,156        3.2      6.134         97        1.76         1.75           59.7        54.6
1.81 - 1.90              2          8,422,541        0.3      6.302        117        1.82         1.82           50.6        44.3
1.91 - 2.00              1        225,000,000        8.2      5.512         58        1.91         1.91           45.0        45.0
2.01 - 2.50              5        378,803,115       13.9      5.501        119        2.12         2.12           49.9        49.8
2.51 - 3.00              1          7,189,022        0.3      5.640        119        2.54         2.54           33.0        25.3
                       ---     --------------     -----       -----        ---        ----         ----           ----        ----
TOTAL:                 269     $2,730,307,529     100.0%      5.919%       110        1.55X        1.48X          65.9%       60.5%
                       ===     ==============     =====       =====        ===        ====         ====           ====        ====


Minimum: 1.02x
Maximum: 2.54x
Weighted Average: 1.48x


                                       I-7



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

LOAN-TO-VALUE RATIOS



                                                PERCENT BY   WEIGHTED   WEIGHTED                 WEIGHTED       WEIGHTED    WEIGHTED
                    NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED      AVERAGE        AVERAGE     AVERAGE
LOAN-TO-VALUE        MORTGAGE   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD  CUT-OFF DATE   BALLOON
RATIO (%)             LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)        LTV (%)     LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  ------------  --------

20.1 - 30.0              1          2,314,750       0.1       8.930        118        1.09         1.09           24.8        20.6
30.1 - 40.0              7         35,231,918       1.3       7.861         99        1.76         1.76           36.8        27.8
40.1 - 50.0             24        394,719,154      14.5       5.947         84        1.87         1.87           44.1        41.6
50.1 - 60.0             26        409,161,752      15.0       5.746        117        1.90         1.89           53.8        51.0
60.1 - 70.0             66        521,622,580      19.1       5.950        108        1.44         1.36           66.2        58.9
70.1 - 75.0             57        467,270,562      17.1       5.905        117        1.38         1.27           73.1        66.1
75.1 - 80.0             85        881,988,362      32.3       5.892        117        1.40         1.28           78.4        72.7
80.1 - 85.0              3         17,998,450       0.7       5.879        119        1.33         1.24           80.2        69.1
                       ---     --------------     -----       -----        ---        ----         ----           ----        ----
TOTAL:                 269     $2,730,307,529     100.0%      5.919%       110        1.55X        1.48X          65.9%       60.5%
                       ===     ==============     =====       =====        ===        ====         ====           ====        ====


Minimum: 24.8%
Maximum: 80.6%
Weighted Average: 65.9%

BALLOON LOAN-TO-VALUE RATIOS



                                                PERCENT BY   WEIGHTED    WEIGHTED                WEIGHTED       WEIGHTED    WEIGHTED
BALLOON             NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED      AVERAGE        AVERAGE     AVERAGE
LOAN-TO-VALUE        MORTGAGE   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD  CUT-OFF DATE   BALLOON
RATIO (%)             LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)        LTV (%)     LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  ------------  --------

0.0 - 10.0               1          2,424,681       0.1       8.400        169        1.56         1.56           36.1         0.4
10.1 - 20.0              2          8,715,830       0.3       8.450        176        1.33         1.33           44.4        16.6
20.1 - 30.0              8         34,947,746       1.3       7.250        118        1.73         1.73           40.0        26.8
30.1 - 40.0             17         80,206,297       2.9       7.526        106        1.39         1.39           46.1        36.0
40.1 - 50.0             26        401,264,345      14.7       5.741         83        1.88         1.88           46.4        44.1
50.1 - 55.0             15        364,832,273      13.4       5.653        117        1.93         1.93           54.8        52.7
55.1 - 60.0             45        279,803,290      10.2       5.993        118        1.40         1.33           67.0        57.0
60.1 - 65.0             54        396,059,061      14.5       5.849        104        1.42         1.34           69.6        62.7
65.1 - 70.0             59        431,854,302      15.8       5.969        117        1.40         1.25           75.4        67.6
70.1 - 75.0             34        507,269,704      18.6       5.921        116        1.41         1.23           77.6        72.6
75.1 - 80.0              8        222,930,000       8.2       5.692        117        1.43         1.43           79.0        79.0
                       ---     --------------     -----       -----        ---        ----         ----           ----        ----
TOTAL:                 269     $2,730,307,529     100.0%      5.919%       110        1.55X        1.48X          65.9%       60.5%
                       ===     ==============     =====       =====        ===        ====         ====           ====        ====


Minimum: 0.4%
Maximum: 80.0%
Weighted Average: 60.5%


                                       I-8



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

PREPAYMENT RESTRICTION ANALYSIS: TOTAL POOL

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



PREPAYMENT
RESTRICTIONS           DEC-06          DEC-07          DEC-08          DEC-09          DEC-10          DEC-11          DEC-12
-----------------  --------------  --------------  --------------  --------------  --------------  --------------  --------------

Locked Out                  96.35%          95.37%          90.43%          78.58%          77.87%          86.11%          86.19%
Yield Maintenance
   Total                     3.65%           4.63%           9.57%          12.81%          13.14%          11.84%          11.74%
Penalty Points
  Total                      0.00%           0.00%           0.00%           0.25%           0.25%           1.63%           1.65%
Open                         0.00%           0.00%           0.00%           8.36%           8.74%           0.42%           0.42%
                   --------------  --------------  --------------  --------------  --------------  --------------  --------------
TOTALS                     100.00%         100.00%         100.00%         100.00%         100.00%         100.00%         100.00%
                   --------------  --------------  --------------  --------------  --------------  --------------  --------------
Pool Balance
   Outstanding     $2,730,307,529  $2,718,834,539  $2,706,259,012  $2,691,178,415  $2,671,795,740  $2,298,541,215  $2,272,742,503
% Initial Pool
   Balance                 100.00%          99.58%          99.12%          98.57%          97.86%          84.19%          83.24%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



PREPAYMENT
RESTRICTIONS           DEC-13          DEC-14          DEC-15       DEC-16       DEC-17       DEC-18       DEC-19
-----------------  --------------  --------------  --------------  -----------  -----------  -----------  -----------

Locked Out                  87.91%          88.86%          88.38%        9.42%       11.12%       11.71%        0.00%
Yield Maintenance
   Total                     9.06%           8.25%           8.05%       79.05%       88.88%       88.29%      100.00%
Penalty Points
   Total                     1.99%           2.03%           0.00%        0.00%        0.00%        0.00%        0.00%
Open                         1.04%           0.87%           3.57%       11.52%        0.00%        0.00%        0.00%
                   --------------  --------------  --------------  -----------  -----------  -----------  -----------
TOTALS                     100.00%         100.00%         100.00%      100.00%      100.00%      100.00%      100.00%
                   --------------  --------------  --------------  -----------  -----------  -----------  -----------
Pool Balance
   Outstanding     $2,192,652,590  $2,143,055,905  $2,082,814,797  $17,235,777  $14,229,851  $13,123,136  $11,922,437
% Initial Pool
   Balance                  80.31%          78.49%          76.28%        0.63%        0.52%        0.48%        0.44%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)

PREPAYMENT
RESTRICTIONS            DEC-20      DEC-21    DEC-22
--------------------  ----------  ----------  ------
Locked Out                  0.00%       0.00%   0.00%
Yield Maintenance
   Total                   83.10%       0.00%   0.00%
Penalty Points Total        0.00%       0.00%   0.00%
Open                       16.90%     100.00%   0.00%
                      ----------  ----------    ---
TOTALS                    100.00%     100.00%   0.00%
                      ----------  ----------    ---
Pool Balance
   Outstanding        $6,720,396  $2,137,959      $0
% Initial Pool
   Balance                  0.25%       0.08%   0.00%

Notes:

(1)  The above analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed in the Prospectus Supplement

(2)  See Appendix II of the Prospectus Supplement for a description of the Yield
     Maintenance

(3)  DEF/YM1 loans have been modeled as Yield Maintenance


                                       I-9



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

MORTGAGE LOAN SELLERS



                                                                                                        WEIGHTED  WEIGHTED
                                                          PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                            AGGREGATE     AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                            NUMBER OF     CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
LOAN SELLER              MORTGAGE LOANS    BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  --------------  ------------  --------  -----------  --------  --------  --------  --------

LaSalle Bank National
   Association                 111          974,875,503       44.3       5.807       117        1.64      1.54      66.7      61.8
Morgan Stanley Mortgage
   Capital Inc.                 43          906,375,667       41.2       5.744       103        1.61      1.56      63.1      59.6
Prudential Mortgage
   Capital Funding, LLC         16          203,331,500        9.2       5.730       101        1.50      1.37      70.0      64.3
SunTrust Bank                   22          115,375,215        5.2       6.013       116        1.40      1.38      64.4      54.2
                               ---       --------------      -----       -----       ---        ----      ----      ----      ----
TOTAL:                         192       $2,199,957,885      100.0%      5.784%      110        1.60X     1.53X     65.4%     60.7%
                               ===       ==============      =====       =====       ===        ====      ====      ====      ====


CUT-OFF DATE BALANCES



                                                                                                        WEIGHTED  WEIGHTED
                                                          PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                            AGGREGATE     AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
CUT-OFF DATE BALANCE        NUMBER OF     CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
($)                      MORTGAGE LOANS    BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  --------------  ------------  --------  -----------  --------  --------  --------  --------

1 - 2,500,000                   47           85,700,856        3.9       6.141       116        1.36      1.32      68.6      59.2
2,500,001 - 5,000,000           58          211,393,542        9.6       6.066       117        1.42      1.36      69.1      58.8
5,000,001 - 7,500,000           36          222,297,564       10.1       6.077       117        1.43      1.34      68.2      59.6
7,500,001 - 10,000,000          12          108,183,702        4.9       5.942       116        1.39      1.30      72.8      64.4
10,000,001 - 12,500,000          9          102,646,095        4.7       5.808       119        1.37      1.24      71.8      63.8
12,500,001 - 15,000,000          4           53,087,854        2.4       5.971       120        1.50      1.38      72.6      63.2
15,000,001 - 17,500,000          4           65,800,000        3.0       5.719       119        1.61      1.39      69.9      64.7
17,500,001 - 20,000,000          3           54,779,092        2.5       5.897       114        1.29      1.22      72.2      62.3
20,000,001 - 30,000,000          7          170,857,304        7.8       5.854       119        1.45      1.31      74.1      69.1
30,000,001 - 40,000,000          2           71,175,000        3.2       5.713       100        1.93      1.93      59.3      59.3
40,000,001 - 50,000,000          1           42,456,875        1.9       5.900       119        1.30      1.30      67.2      57.0
50,000,001 - 60,000,000          2          107,380,000        4.9       5.647       116        1.38      1.25      75.7      73.3
60,000,001 - 70,000,000          2          125,200,000        5.7       5.760        88        1.44      1.33      70.9      68.5
70,000,001 >=                    5          779,000,000       35.4       5.553       102        1.88      1.85      56.3      55.7
                               ---       --------------      -----       -----       ---        ----      ----      ----      ----
TOTAL:                         192       $2,199,957,885      100.0%      5.784%      110        1.60X     1.53X     65.4%     60.7%
                               ===       ==============      =====       =====       ===        ====      ====      ====      ====


Minimum: $950,000
Maximum: $250,000,000
Weighted Average: $11,458,114


                                      I-10



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

STATES



                                                                                                  WEIGHTED  WEIGHTED
                                                    PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                        MORTGAGED   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATE                  PROPERTIES    BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
--------------------   ----------  --------------  ------------  --------  -----------  --------  --------  --------  --------

Northern California         29        282,779,738       12.9      5.501        120        2.02      2.00      54.7      53.9
Southern California         21        167,211,036        7.6      5.922        117        1.41      1.30      66.3      60.1
Massachusetts                1        225,000,000       10.2      5.512         58        1.91      1.91      45.0      45.0
Pennsylvania                 6        173,274,910        7.9      5.661        120        1.50      1.43      77.4      74.6
Illinois                     8        168,235,153        7.6      5.778        111        1.52      1.37      72.7      67.7
Florida                     18        163,816,252        7.4      5.854        115        1.42      1.32      70.3      63.7
Virginia                    13        139,560,677        6.3      5.752         91        1.49      1.44      66.4      61.5
New York                     5        110,761,629        5.0      5.680        115        2.04      2.04      46.8      44.7
Georgia                     18         87,424,071        4.0      6.010        117        1.39      1.34      70.9      61.2
New Jersey                   3         64,655,550        2.9      5.974        119        1.40      1.19      78.9      73.3
Maryland                     2         59,400,000        2.7      5.690        119        1.24      1.24      77.3      76.1
Colorado                     2         53,600,000        2.4      5.814        118        1.92      1.85      57.5      55.6
Ohio                        10         52,471,191        2.4      5.890        119        1.40      1.29      75.3      70.0
Texas                       15         49,521,305        2.3      6.149        118        1.44      1.41      69.9      57.6
District of Columbia         1         42,456,875        1.9      5.900        119        1.30      1.30      67.2      57.0
South Carolina               7         41,546,423        1.9      5.920        118        1.47      1.35      73.1      62.0
Michigan                     7         41,197,004        1.9      6.026        119        1.38      1.30      74.7      64.9
Indiana                      4         40,734,313        1.9      6.188        119        1.48      1.31      71.8      66.3
Wisconsin                    4         39,954,583        1.8      5.826        119        1.56      1.29      76.5      69.4
North Carolina               6         35,427,470        1.6      6.166        117        1.35      1.32      71.1      59.8
Washington                   7         21,476,355        1.0      6.212        115        1.28      1.28      71.9      61.8
Utah                         2         20,300,000        0.9      5.867        119        1.38      1.15      76.9      69.6
Tennessee                    6         18,229,890        0.8      5.999        119        1.38      1.19      78.2      71.4
Oregon                       5         14,045,280        0.6      6.098        119        1.39      1.32      72.8      62.9
Arizona                      5         13,633,809        0.6      6.236        119        1.42      1.27      68.2      59.7
Nevada                       2          9,369,983        0.4      5.985        119        1.28      1.14      65.2      57.9
Mississippi                  2          8,985,488        0.4      5.859        119        1.46      1.46      77.0      74.1
Idaho                        2          6,950,000        0.3      6.096        112        1.29      1.25      77.1      76.3
Hawaii                       1          5,300,000        0.2      5.950        119        1.42      1.20      72.1      67.5
Kentucky                     1          5,000,000        0.2      6.090        118        1.49      1.27      67.6      60.1
Maine                        1          4,680,000        0.2      5.850        120        1.48      1.24      78.8      69.7
Oklahoma                     2          4,620,396        0.2      6.000        119        1.25      1.25      72.6      61.8
West Virginia                2          4,365,707        0.2      6.070        119        1.31      1.31      73.1      62.3
South Dakota                 1          3,996,003        0.2      5.980        119        1.21      1.21      78.4      66.6
North Dakota                 1          3,746,352        0.2      6.120        119        1.35      1.35      60.4      51.6
Arkansas                     3          3,600,000        0.2      6.230        120        1.17      1.17      71.3      55.8
Louisiana                    1          3,246,946        0.1      6.300        119        1.20      1.20      78.1      67.0
Minnesota                    1          3,100,000        0.1      5.910        120        1.30      1.30      72.9      63.1
Alabama                      1          2,750,000        0.1      5.960        120        1.42      1.42      73.5      62.4
Connecticut                  1          2,035,000        0.1      6.010        119        1.49      1.26      65.6      58.3
Nebraska                     1          1,498,495        0.1      5.960        119        1.37      1.37      71.4      60.6
                           ---     --------------      -----      -----        ---        ----      ----      ----      ----
TOTAL:                     228     $2,199,957,885      100.0%     5.784%       110        1.60X     1.53X     65.4%     60.7%
                           ===     ==============      =====      =====        ===        ====      ====      ====      ====



                                      I-11



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

PROPERTY TYPES



                                                                                                        WEIGHTED  WEIGHTED
                                                          PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                              NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                              MORTGAGED   CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
PROPERTY TYPE                PROPERTIES    BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
--------------------------   ----------  --------------  ------------  --------  -----------  --------  --------  --------  --------

Office
   Urban                           8        367,108,462      16.7       5.701        119        1.66      1.62      67.4      66.3
   Suburban                       39        358,488,943      16.3       5.882        112        1.43      1.30      73.1      66.9
   Medical                         6         40,042,394       1.8       5.961        119        1.38      1.24      78.4      68.8
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                   53     $  765,639,798      34.8%      5.800%       116        1.54X     1.45X     70.6%     66.7%
Retail
   Anchored                       13        330,137,024      15.0       5.626         77        1.76      1.74      52.9      51.3
   Unanchored                     37        137,833,075       6.3       6.029        119        1.44      1.34      66.8      58.7
   Shadow Anchored                19         94,794,578       4.3       5.831        119        1.38      1.26      72.1      64.3
   Free Standing                   6         19,430,132       0.9       5.969        119        1.30      1.30      67.1      58.3
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                   75     $  582,194,809      26.5%      5.766%        95        1.61X     1.55X     59.8%     55.4%
Industrial
  Flex Industrial                 28        272,210,000      12.4       5.482        120        2.06      2.04      54.3      53.8
  Warehouse                       11         45,393,118       2.1       5.962        119        1.34      1.24      72.7      63.4
  Light Industrial                 1         11,987,754       0.5       5.870        119        1.52      1.52      65.2      55.2
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                   40     $  329,590,872      15.0%      5.562%       120        1.94X     1.91X     57.3%     55.2%
Hospitality
   Limited Service                21        169,705,859       7.7       6.151        116        1.44      1.44      66.8      54.5
   Full Service                    3        116,268,258       5.3       5.848        120        1.48      1.24      74.9      69.2
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                   24     $  285,974,117      13.0%      6.028%       118        1.46X     1.36X     70.1%     60.5%
Multifamily
   Mid-Rise                        1         64,200,000       2.9       5.570         59        1.47      1.47      63.1      63.1
   Garden                          2         38,400,000       1.7       5.772        119        1.40      1.17      69.4      62.5
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                    3     $  102,600,000       4.7%      5.645%        81        1.44X     1.36X     65.4%     62.9%
Self Storage
   Self Storage                   22         58,962,621       2.7       6.015        118        1.42      1.35      70.1      61.1
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                   22     $   58,962,621       2.7%      6.015%       118        1.42X     1.35X     70.1%     61.1%
Mixed Use
   Office/Retail                   5         51,298,222       2.3       5.651        116        1.53      1.36      71.8      63.7
   Office/Industrial               1         12,987,854       0.6       6.330        119        1.74      1.74      65.9      56.6
   Warehouse/Office                1          2,600,000       0.1       5.880        120        1.60      1.35      72.2      65.2
   Retail/Office/
      Multifamily                  1          2,163,489       0.1       6.200        116        1.26      1.26      74.6      58.7
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                    8     $   69,049,565       3.1%      5.804%       117        1.56X     1.42X     70.8%     62.3%
Manufactured Housing
   Community
   Manufactured Housing
      Community                    3          5,946,102       0.3       6.089        104        1.57      1.57      60.9      57.4
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
      SUBTOTAL:                    3     $    5,946,102       0.3%      6.089%       104        1.57X     1.57X     60.9%     57.4%
                                 ---     --------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                           228     $2,199,957,885     100.0%      5.784%       110        1.60X     1.53X     65.4%     60.7%
                                 ===     ==============     =====       =====        ===        ====      ====      ====      ====



                                      I-12



                                           APPENDIX I
                                    MORTGAGE POOL INFORMATION
                                          LOAN GROUP 1

MORTGAGE RATES



                                                                                                              WEIGHTED
                                                PERCENT BY   WEIGHTED    WEIGHTED                WEIGHTED      AVERAGE  WEIGHTED
                    NUMBER OF     AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED      AVERAGE      CUT-OFF  AVERAGE
                    MORTGAGE    CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD    DATE     BALLOON
MORTGAGE RATES (%)    LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)      LTV (%)   LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  --------  --------

5.001 - 5.500            4        280,776,258      12.8       5.441        119        2.01         2.01         54.8      53.5
5.501 - 6.000           94      1,490,785,849      67.8       5.716        106        1.58         1.49         66.4      62.4
6.001 - 6.500           85        399,595,543      18.2       6.219        116        1.38         1.31         69.1      60.0
6.501 - 7.000            9         28,800,235       1.3       6.633        113        1.48         1.48         65.9      54.9
                       ---     --------------     -----       -----        ---        ----         ----         ----      ----
TOTAL:                 192     $2,199,957,885     100.0%      5.784%       110        1.60X        1.53X        65.4%     60.7%
                       ===     ==============     =====       =====        ===        ====         ====         ====      ====


Minimum: 5.330%
Maximum: 6.700%
Weighted Average: 5.784%

SEASONING



                                                                                                              WEIGHTED
                                               PERCENT BY    WEIGHTED    WEIGHTED                WEIGHTED      AVERAGE  WEIGHTED
                    NUMBER OF     AGGREGATE     AGGREGATE     AVERAGE    AVERAGE    WEIGHTED      AVERAGE      CUT-OFF  AVERAGE
                    MORTGAGE    CUT-OFF DATE   CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE  POST IO PERIOD    DATE     BALLOON
SEASONING (MOS.)      LOANS      BALANCE ($)    BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)     DSCR (X)      LTV (%)   LTV (%)
------------------  ---------  --------------  ------------  --------  -----------  --------  --------------  --------  --------

0 - 0                   57        813,104,739      37.0       5.687        120        1.66         1.57         68.2      64.1
1 - 5                  127      1,247,342,187      56.7       5.850        104        1.57         1.51         63.1      58.2
6 - 11                   7        135,385,852       6.2       5.762        104        1.50         1.40         70.5      64.5
12 - 23                  1          4,125,107       0.2       5.790        108        1.79         1.79         54.4      46.5
                       ---     --------------     -----       -----        ---        ----         ----         ----      ----
TOTAL:                 192     $2,199,957,885     100.0%      5.784%       110        1.60X        1.53X        65.4%     60.7%
                       ===     ==============     =====       =====        ===        ====         ====         ====      ====


Minimum: 0 mos.
Maximum: 12 mos.
Weighted Average: 1 mos.


                                      I-13



                                           APPENDIX I
                                    MORTGAGE POOL INFORMATION
                                          LOAN GROUP 1

ORIGINAL TERMS TO STATED MATURITY



                                                    PERCENT BY                                    WEIGHTED  WEIGHTED
                                                    AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE    AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      CUT-OFF     AVERAGE    AVERAGE    WEIGHTED     POST     CUT-OFF   AVERAGE
ORIGINAL TERMS TO       MORTGAGE    CUT-OFF DATE       DATE     MORTGAGE   REMAINING    AVERAGE  IO PERIOD    DATE    BALLOON
STATED MATURITY (MOS.)    LOANS      BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)   DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  -----------  --------  -----------  --------  ---------  --------  --------

<= 60                        6        301,271,316      13.7      5.559         58        1.79      1.79       49.9      49.7
61 - 84                      3         45,043,314       2.0      5.797         79        1.61      1.60       67.3      66.1
85 - 120                   183      1,853,643,255      84.3      5.821        119        1.57      1.48       67.9      62.4
                           ---     --------------     -----      -----        ---        ----      ----       ----      ----
TOTAL:                     192     $2,199,957,885     100.0%     5.784%       110        1.60X     1.53X      65.4%     60.7%
                           ===     ==============     =====      =====        ===        ====      ====       ====      ====


Minimum: 60 mos.
Maximum: 120 mos.
Weighted Average: 111 mos.

REMAINING TERMS TO STATED MATURITY



                                                    PERCENT BY                                    WEIGHTED  WEIGHTED
                                                    AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE    AVERAGE  WEIGHTED
                        NUMBER OF     AGGREGATE      CUT-OFF     AVERAGE    AVERAGE    WEIGHTED     POST     CUT-OFF   AVERAGE
REMAINING TERMS TO      MORTGAGE    CUT-OFF DATE       DATE     MORTGAGE   REMAINING    AVERAGE  IO PERIOD    DATE    BALLOON
STATED MATURITY (MOS.)    LOANS      BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)   DSCR (X)   LTV (%)   LTV (%)
----------------------  ---------  --------------  -----------  --------  -----------  --------  ---------  --------  --------

<= 60                        6        301,271,316      13.7      5.559         58        1.79      1.79       49.9      49.7
61 - 84                      3         45,043,314       2.0      5.797         79        1.61      1.60       67.3      66.1
85 - 120                   183      1,853,643,255      84.3      5.821        119        1.57      1.48       67.9      62.4
                           ---     --------------     -----      -----        ---        ----      ----       ----      ----
TOTAL:                     192     $2,199,957,885     100.0%     5.784%       110        1.60X     1.53X      65.4%     60.7%
                           ===     ==============     =====      =====        ===        ====      ====       ====      ====


Minimum: 58 mos.
Maximum: 120 mos.
Weighted Average: 110 mos.


                                      I-14



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

ORIGINAL AMORTIZATION TERMS



                                                         PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                    AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF        AGGREGATE      CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
ORIGINAL AMORTIZATION         MORTGAGE   CUT-OFF DATE      DATE      MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
TERM (MOS.)                     LOANS     BALANCE ($)   BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  --------------  -----------  --------  ---------  --------  --------  --------  --------

BALLOON LOANS
   Interest Only                  18       965,507,000      43.9      5.577       100       1.83      1.83      57.7      57.7
   1 - 180                         1         3,399,116       0.2      6.370       117       1.34      1.34      62.9      29.2
   181 - 240                       2         6,486,621       0.3      6.042       119       1.52      1.52      53.2      35.2
   241 - 300                      27       142,501,983       6.5      6.213       116       1.53      1.50      63.2      50.2
   301 - 360                     143     1,072,069,851      48.7      5.907       118       1.41      1.26      72.6      65.0
   361 >=                          1         9,993,314       0.5      6.210        83       1.21      1.21      75.7      71.1
                                 ---    --------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           192    $2,199,957,885     100.0%     5.784%      110       1.60X     1.53X     65.4%     60.7%
                                 ===    ==============     =====      =====       ===       ====      ====      ====      ====


Minimum: 180 mos.
Maximum: 420 mos.
Weighted Average: 352 mos.

REMAINING AMORTIZATION TERMS



                                                         PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                    AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF        AGGREGATE      CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
REMAINING AMORTIZATION        MORTGAGE   CUT-OFF DATE      DATE      MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
TERM (MOS.)                     LOANS     BALANCE ($)   BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  --------------  -----------  --------  ---------  --------  --------  --------  --------

BALLOON
   Interest Only                  18       965,507,000      43.9      5.577       100       1.83      1.83      57.7      57.7
   1 - 180                         1         3,399,116       0.2      6.370       117       1.34      1.34      62.9      29.2
   181 - 240                       2         6,486,621       0.3      6.042       119       1.52      1.52      53.2      35.2
   241 - 300                      27       142,501,983       6.5      6.213       116       1.53      1.50      63.2      50.2
   301 - 360                     143     1,072,069,851      48.7      5.907       118       1.41      1.26      72.6      65.0
   361 >=                          1         9,993,314       0.5      6.210        83       1.21      1.21      75.7      71.1
                                 ---    --------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           192    $2,199,957,885     100.0%     5.784%      110       1.60X     1.53X     65.4%     60.7%
                                 ===    ==============     =====      =====       ===       ====      ====      ====      ====


Minimum: 177 mos.
Maximum: 419 mos.
Weighted Average: 352 mos.


                                      I-15



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

DEBT SERVICE COVERAGE RATIOS



                                                         PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                    AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF        AGGREGATE      CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
DEBT SERVICE COVERAGE         MORTGAGE   CUT-OFF DATE      DATE      MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
RATIO (x)                       LOANS     BALANCE ($)   BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  --------------  -----------  --------  ---------  --------  --------  --------  --------

1.11 - 1.20                       19        92,170,715       4.2      6.080       119       1.19      1.19      67.6      56.9
1.21 - 1.30                       53       323,704,718      14.7      5.902       116       1.26      1.24      73.4      65.2
1.31 - 1.40                       29       201,079,670       9.1      5.970       117       1.36      1.25      70.7      61.0
1.41 - 1.50                       46       646,700,185      29.4      5.845       113       1.46      1.33      74.7      70.7
1.51 - 1.60                       20       200,081,156       9.1      5.803       117       1.53      1.34      71.9      65.5
1.61 - 1.70                        4        13,400,000       0.6      6.316       120       1.65      1.52      66.4      57.4
1.71 - 1.80                        9        75,406,763       3.4      5.991       100       1.75      1.75      60.5      55.0
1.81 - 1.90                        2         8,422,541       0.4      6.302       117       1.82      1.82      50.6      44.3
1.91 - 2.00                        3       251,500,000      11.4      5.530        65       1.91      1.87      47.6      46.7
2.01 - 2.50                        6       380,303,115      17.3      5.503       119       2.12      2.12      49.9      49.8
2.51 - 3.00                        1         7,189,022       0.3      5.640       119       2.54      2.54      33.0      25.3
                                 ---    --------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           192    $2,199,957,885     100.0%     5.784%      110       1.60X     1.53X     65.4%     60.7%
                                 ===    ==============     =====      =====       ===       ====      ====      ====      ====


Minimum: 1.14x
Maximum: 2.54x
Weighted Average: 1.60x

POST IO PERIOD DEBT SERVICE COVERAGE RATIOS



                                                         PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                    AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF        AGGREGATE      CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
POST IO PERIOD DEBT SERVICE   MORTGAGE   CUT-OFF DATE      DATE      MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
COVERAGE RATIO (x)              LOANS     BALANCE ($)   BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  --------------  -----------  --------  ---------  --------  --------  --------  --------

1.01 - 1.10                        5        48,625,000       2.2      5.824       119       1.30      1.09      72.7      66.6
1.11 - 1.20                       36       285,605,715      13.0      5.990       119       1.33      1.18      72.8      65.4
1.21 - 1.30                       77       655,591,219      29.8      5.864       117       1.38      1.25      74.3      67.1
1.31 - 1.40                       24       131,729,670       6.0      5.993       116       1.41      1.35      69.9      58.8
1.41 - 1.50                       19       298,375,185      13.6      5.782       106       1.48      1.47      73.1      71.0
1.51 - 1.60                       10        77,509,656       3.5      5.863       119       1.67      1.55      67.3      60.0
1.61 - 1.70                        2         6,200,000       0.3      6.433       120       1.66      1.66      56.8      46.1
1.71 - 1.80                       10        76,906,763       3.5      5.993       100       1.76      1.75      60.2      54.8
1.81 - 1.90                        2         8,422,541       0.4      6.302       117       1.82      1.82      50.6      44.3
1.91 - 2.00                        1       225,000,000      10.2      5.512        58       1.91      1.91      45.0      45.0
2.01 - 2.50                        5       378,803,115      17.2      5.501       119       2.12      2.12      49.9      49.8
2.51 - 3.00                        1         7,189,022       0.3      5.640       119       2.54      2.54      33.0      25.3
                                 ---    --------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           192    $2,199,957,885     100.0%     5.784%      110       1.60X     1.53X     65.4%     60.7%
                                 ===    ==============     =====      =====       ===       ====      ====      ====      ====


Minimum: 1.05x
Maximum: 2.54x
Weighted Average: 1.53x


                                      I-16



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

LOAN-TO-VALUE RATIOS



                                                    PERCENT BY                                    WEIGHTED  WEIGHTED
                                                     AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                         NUMBER OF     AGGREGATE     CUT-OFF     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF  AVERAGE
                         MORTGAGE    CUT-OFF DATE     DATE       MORTGAGE   REMAINING   AVERAGE    PERIOD     DATE    BALLOON
LOAN-TO-VALUE RATIO (%)    LOANS       BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)  LTV (%)
-----------------------  ---------  --------------  -----------  --------  -----------  --------  --------  --------  --------

30.1 - 40.0                   2          8,687,620       0.4       5.759       119        2.40      2.40       33.8     26.5
40.1 - 50.0                   8        328,912,277      15.0       5.547        77        1.99      1.98       43.9     43.5
50.1 - 60.0                  19        363,227,962      16.5       5.645       119        1.97      1.97       53.4     51.5
60.1 - 70.0                  59        468,617,047      21.3       5.921       107        1.45      1.38       66.2     59.0
70.1 - 75.0                  50        390,490,229      17.7       5.878       117        1.40      1.28       73.0     65.2
75.1 - 80.0                  52        625,780,535      28.4       5.828       119        1.41      1.28       78.5     73.9
80.1 - 85.0                   2         14,242,214       0.6       5.855       119        1.36      1.24       80.1     69.3
                            ---     --------------     -----       -----       ---        ----      ----       ----     ----
TOTAL:                      192     $2,199,957,885     100.0%      5.784%      110        1.60X     1.53X      65.4%    60.7%
                            ===     ==============     =====       =====       ===        ====      ====       ====     ====


Minimum: 33.0%
Maximum: 80.1%
Weighted Average: 65.4%

BALLOON LOAN-TO-VALUE RATIOS



                                                    PERCENT BY                                    WEIGHTED  WEIGHTED
                                                     AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                         NUMBER OF     AGGREGATE     CUT-OFF     AVERAGE     AVERAGE    WEIGHTED   POST IO   CUT-OFF  AVERAGE
BALLOON LOAN-TO-VALUE    MORTGAGE    CUT-OFF DATE     DATE       MORTGAGE   REMAINING   AVERAGE    PERIOD     DATE    BALLOON
RATIO (%)                  LOANS       BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)  LTV (%)
-----------------------  ---------  --------------  -----------  --------  -----------  --------  --------  --------  --------

20.1 - 30.0                   3         13,874,759       0.6       5.956        118       2.07      2.07      42.7      27.1
30.1 - 40.0                   3         10,617,254       0.5       6.194        117       1.91      1.91      45.2      37.0
40.1 - 50.0                  22        384,649,768      17.5       5.654         83       1.90      1.90      46.1      44.1
50.1 - 55.0                  11        338,414,978      15.4       5.575        120       1.98      1.98      54.6      52.7
55.1 - 60.0                  42        257,054,279      11.7       6.018        118       1.39      1.34      67.3      57.0
60.1 - 65.0                  43        345,713,138      15.7       5.796        102       1.43      1.36      69.4      62.8
65.1 - 70.0                  40        280,868,905      12.8       5.908        117       1.41      1.25      74.1      67.5
70.1 - 75.0                  22        357,289,803      16.2       5.887        118       1.44      1.23      77.9      72.7
75.1 - 80.0                   6        211,475,000       9.6       5.685        120       1.42      1.42      79.0      79.0
                            ---     --------------     -----       -----        ---       ----      ----      ----      ----
TOTAL:                      192     $2,199,957,885     100.0%      5.784%       110       1.60X     1.53X     65.4%     60.7%
                            ===     ==============     =====       =====        ===       ====      ====      ====      ====


Minimum: 25.3%
Maximum: 80.0%
Weighted Average: 60.7%


                                      I-17



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
             LOAN GROUP 1 (EXCLUDING THE NATICK MALL MORTGAGE LOAN)

PREPAYMENT RESTRICTION ANALYSIS: LOAN GROUP 1 (EXCLUDING THE NATICK MALL
MORTGAGE LOAN)

Percentage of Collateral by Prepayment Restriction (%) (1)(2)(3)



PREPAYMENT
RESTRICTIONS            DEC-06          DEC-07          DEC-08          DEC-09          DEC-10          DEC-11          DEC-12
------------------  --------------  --------------  --------------  --------------  --------------  --------------  --------------

Locked Out                   98.10%          98.09%          92.10%          89.04%          88.19%          88.35%          88.36%
Yield
   Maintenance
   Total                      1.90%           1.91%           7.90%          10.96%          11.54%           9.10%           9.07%
Penalty Points
   Total                      0.00%           0.00%           0.00%           0.00%           0.00%           2.03%           2.05%
Open                          0.00%           0.00%           0.00%           0.00%           0.26%           0.52%           0.52%
                    --------------  --------------  --------------  --------------  --------------  --------------  --------------
TOTALS                      100.00%         100.00%         100.00%         100.00%         100.00%         100.00%         100.00%
                    --------------  --------------  --------------  --------------  --------------  --------------  --------------
Pool
   Balance
   Outstanding      $1,974,957,885  $1,967,466,492  $1,959,268,279  $1,949,547,183  $1,937,095,108  $1,847,933,814  $1,829,797,839
% Initial Pool
   Balance                  100.00%          99.62%          99.21%          98.71%          98.08%          93.57%          92.65%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)

PREPAYMENT RESTRICTIONS       DEC-13          DEC-14          DEC-15      DEC-16
------------------------  --------------  --------------  --------------  ------
Locked Out                         90.05%          90.09%          89.03%  0.00%
Yield Maintenance Total             6.94%           6.90%           6.65%  0.00%
Prepayment Premium Total            2.47%           2.49%           0.00%  0.00%
Open                                0.53%           0.53%           4.32%  0.00%
                          --------------  --------------  --------------  -----
TOTALS                            100.00%         100.00%         100.00%  0.00%
                          --------------  --------------  --------------  -----
Pool Balance Outstanding  $1,766,007,063  $1,745,469,192  $1,720,164,812  $   0
% Initial Pool Balance             89.42%          88.38%          87.10%  0.00%

Notes:

(1)  The above analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed in the Prospectus Supplement

(2)  See Appendix II of the Prospectus Supplement for a description of the Yield
     Maintenance

(3)  DEF/YM1 loans have been modeled as Yield Maintenance


                                      I-18



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

MORTGAGE LOAN SELLERS



                                                                                                  WEIGHTED  WEIGHTED
                            NUMBER                  PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                              OF       AGGREGATE     AGGREGATE    AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                           MORTGAGE  CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
LOAN SELLER                  LOANS    BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-------------------------  --------  ------------  ------------  --------  -----------  --------  --------  --------  --------

LaSalle Bank National
   Association                 35     211,216,867      39.8       6.161        107        1.36      1.28      73.4      65.0
Massachusetts Mutual
   Life Insurance Company      26     113,824,413      21.5       8.184        107        1.32      1.32      45.4      34.0
Morgan Stanley Mortgage
   Capital Inc.                 5      82,806,320      15.6       5.954        116        1.30      1.24      74.8      71.3
SunTrust Bank                   8      68,902,045      13.0       5.872        119        1.42      1.23      77.4      68.4
Prudential Mortgage
   Capital Funding, LLC         3      53,600,000      10.1       5.690        120        1.44      1.19      72.9      65.6
                              ---    ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77    $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===    ============     =====       =====        ===        ====      ====      ====      ====


CUT-OFF DATE BALANCES



                                                                                                  WEIGHTED  WEIGHTED
                            NUMBER                  PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                              OF       AGGREGATE     AGGREGATE    AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                           MORTGAGE  CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
CUT-OFF DATE BALANCE ($)     LOANS    BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-------------------------  --------  ------------  ------------  --------  -----------  --------  --------  --------  --------

1 - 2,500,000                  14      24,924,287       4.7       6.707        123        1.28      1.24      60.8      48.2
2,500,001 - 5,000,000          22      81,263,978      15.3       7.062        113        1.29      1.26      64.5      52.6
5,000,001 - 7,500,000          18     108,206,158      20.4       7.123         98        1.37      1.33      60.1      52.4
7,500,001 - 10,000,000         12     101,515,099      19.1       6.403        106        1.36      1.29      69.7      61.0
10,000,001 - 12,500,000         4      45,540,123       8.6       6.048        118        1.43      1.29      72.7      62.0
12,500,001 - 15,000,000         2      28,400,000       5.4       6.007        118        1.43      1.21      78.1      71.9
15,000,001 - 17,500,000         1      17,000,000       3.2       6.200        117        1.43      1.22      67.2      61.0
17,500,001 - 20,000,000         1      20,000,000       3.8       5.630        120        1.46      1.20      62.5      56.2
20,000,001 - 30,000,000         1      24,000,000       4.5       5.820        120        1.40      1.17      78.7      71.0
30,000,001 - 40,000,000         1      30,500,000       5.8       5.770        120        1.45      1.21      77.1      68.1
40,000,001 - 50,000,000         1      49,000,000       9.2       6.000        118        1.22      1.22      73.4      73.4
                              ---    ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77    $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===    ============     =====       =====        ===        ====      ====      ====      ====


Minimum: $609,429
Maximum: $49,000,000
Weighted Average: $6,887,658


                                      I-19



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

STATES



                                                                                                    WEIGHTED  WEIGHTED
                             NUMBER                   PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                              OF        AGGREGATE      AGGREGATE    AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                            MORTGAGED  CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATE                      PROPERTIES   BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-------------------------  ----------  ------------  ------------  --------  -----------  --------  --------  --------  --------

Texas                          10        74,475,959      14.0       6.327        118        1.39      1.29      75.3      66.2
Florida                        11        61,721,232      11.6       7.364         98        1.37      1.32      54.7      46.4
Connecticut                     1        49,000,000       9.2       6.000        118        1.22      1.22      73.4      73.4
Ohio                            7        44,244,351       8.3       6.000        119        1.36      1.21      77.7      68.9
Tennessee                       2        36,150,000       6.8       5.770        120        1.45      1.21      77.1      68.1
Northern California             2        12,700,000       2.4       6.231        118        1.45      1.24      72.2      64.9
Southern California             9        11,810,000       2.2       5.740        120        1.39      1.16      57.0      51.4
Georgia                         4        23,523,458       4.4       6.666        131        1.37      1.25      67.1      56.6
Illinois                        2        21,800,000       4.1       5.751         97        1.49      1.34      69.7      64.8
New Jersey                      1        20,000,000       3.8       5.630        120        1.46      1.20      62.5      56.2
Michigan                        3        19,231,927       3.6       7.932         99        1.42      1.42      48.2      37.2
New York                        3        18,421,839       3.5       6.547        116        1.33      1.33      54.9      38.2
South Carolina                  4        16,438,178       3.1       6.441        108        1.39      1.23      70.3      61.7
North Carolina                  3        14,255,000       2.7       5.839         72        1.61      1.56      77.2      75.5
Arizona                         3        13,992,669       2.6       7.540         89        1.15      1.15      56.9      49.4
Virginia                        3        13,165,421       2.5       7.121        152        1.25      1.25      53.7      38.5
Arkansas                        2         9,276,395       1.7       7.040         79        1.26      1.26      68.1      60.6
Kentucky                        1         8,991,721       1.7       6.410        119        1.34      1.34      79.9      68.8
Indiana                         1         7,750,000       1.5       5.290        108        1.51      1.21      79.9      69.8
Massachusetts                   1         6,894,266       1.3       6.930         59        1.26      1.26      78.3      74.3
Colorado                        1         6,717,757       1.3       9.100         76        1.03      1.03      44.4      39.9
Louisiana                       1         6,463,168       1.2       5.900        114        1.27      1.27      79.8      68.0
Wisconsin                       2         5,466,235       1.0       5.951        117        1.28      1.21      79.7      68.6
Kansas                          2         4,735,564       0.9       7.804        133        1.11      1.11      50.2      40.0
Missouri                        1         4,234,697       0.8       8.610         92        1.02      1.02      67.4      53.4
Maine                           1         4,195,851       0.8       6.040        119        1.35      1.35      79.9      68.1
New Hampshire                   4         3,796,246       0.7       6.040        119        1.21      1.21      79.3      67.5
Mississippi                     1         3,194,266       0.6       6.090        118        1.20      1.20      73.6      62.8
Oklahoma                        1         2,840,000       0.5       6.330        117        1.44      1.16      80.0      72.8
West Virginia                   1         2,438,765       0.5       6.380        118        1.21      1.21      77.4      61.1
Alabama                         1         2,424,681       0.5       8.400        169        1.56      1.56      36.1       0.4
                              ---      ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         89      $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===      ============     =====       =====        ===        ====      ====      ====      ====



                                      I-20



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

PROPERTY TYPES



                                                         PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                                NUMBER                   AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                  OF        AGGREGATE     CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
                               MORTGAGE   CUT-OFF DATE     DATE      MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
PROPERTY TYPE                 PROPERTIES   BALANCE ($)  BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  ----------  ------------  -----------  --------  ---------  --------  --------  --------  --------

Multifamily
   Garden                         75       366,194,317      69.0      6.654       111       1.37      1.28      66.1      56.2
   Mid-Rise                        3        79,894,266      15.1      6.026       114       1.28      1.21      75.4      72.8
   High-Rise                       1         8,200,000       1.5      5.570        59       1.45      1.45      52.6      52.6
   Senior Housing                  1         5,180,346       1.0      7.500       163       1.23      1.23      40.1      30.7
   Student Housing                 4        41,063,168       7.7      6.045       109       1.38      1.23      72.8      66.3
                                 ---      ------------     -----      -----       ---       ----      ----      ----      ----
      SUBTOTAL:                   84      $500,532,096      94.4%     6.495%      111       1.36X     1.27X     67.6%     59.3%
Manufactured Housing
   Community
   Manufactured Housing
      Community                    4        22,617,548       4.3      6.174       118       1.34      1.20      75.2      68.5
                                 ---      ------------     -----      -----       ---       ----      ----      ----      ----
      SUBTOTAL:                    4      $ 22,617,548       4.3%     6.174%      118       1.34X     1.20X     75.2%     68.5%
Mixed Use
   Retail/Multifamily              1         7,200,000       1.4      6.240       119       1.52      1.30      76.1      67.9
                                 ---      ------------     -----      -----       ---       ----      ----      ----      ----
      SUBTOTAL:                    1      $  7,200,000       1.4%     6.240%      119       1.52X     1.30X     76.1%     67.9%
                                 ---      ------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                            89      $530,349,644     100.0%     6.478%      111       1.36X     1.27X     68.1%     59.8%
                                 ===      ============     =====      =====       ===       ====      ====      ====      ====



                                      I-21



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

MORTGAGE RATES



                                                       PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                  AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF       AGGREGATE     CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
                              MORTGAGE  CUT-OFF DATE      DATE     MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
MORTGAGE RATES (%)              LOANS    BALANCE ($)  BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  ------------  -----------  --------  ---------  --------  --------  --------  --------

5.001 - 5.500                     2       17,350,000       3.3      5.401       115       1.50      1.22      80.0      70.9
5.501 - 6.000                    24      240,129,957      45.3      5.842       112       1.37      1.24      72.1      65.9
6.001 - 6.500                    25      154,334,974      29.1      6.283       116       1.35      1.26      75.4      66.4
6.501 - 7.000                     4       17,675,550       3.3      6.749        95       1.35      1.35      66.8      59.0
7.001 - 7.500                     2        9,166,744       1.7      7.500       130       1.31      1.31      43.3      33.5
7.501 - 8.000                     2       11,497,400       2.2      7.916        76       1.25      1.25      54.1      44.2
8.001 - 8.500                     6       26,118,308       4.9      8.363       142       1.42      1.42      41.6      21.4
8.501 - 9.000                    11       47,358,953       8.9      8.675        90       1.32      1.32      45.9      37.3
9.001 - 9.500                     1        6,717,757       1.3      9.100        76       1.03      1.03      44.4      39.9
                                ---     ------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%     6.478%      111       1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====      =====       ===       ====      ====      ====      ====


Minimum: 5.290%
Maximum: 9.100%
Weighted Average: 6.478%

SEASONING



                                                       PERCENT BY             WEIGHTED            WEIGHTED  WEIGHTED
                               NUMBER                  AGGREGATE   WEIGHTED   AVERAGE              AVERAGE   AVERAGE  WEIGHTED
                                 OF       AGGREGATE     CUT-OFF     AVERAGE  REMAINING  WEIGHTED   POST IO   CUT-OFF   AVERAGE
                              MORTGAGE  CUT-OFF DATE      DATE     MORTGAGE     TERM     AVERAGE   PERIOD     DATE     BALLOON
SEASONING (MOS.)                LOANS    BALANCE ($)  BALANCE (%)  RATE (%)    (MOS.)   DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
----------------------------  --------  ------------  -----------  --------  ---------  --------  --------  --------  --------

0 - 0                            17      160,345,000      30.2      5.786       111       1.42      1.24      73.2      65.1
1 - 5                            32      240,866,493      45.4      6.189       114       1.33      1.25      74.5      67.9
6 - 11                            2        8,173,168       1.5      5.902       114       1.30      1.26      79.4      68.2
12 - 23                           3       14,858,733       2.8      6.197       136       1.37      1.21      61.7      51.5
24 >=                            23      106,106,250      20.0      8.262       103       1.33      1.33      45.6      34.1
                                ---     ------------     -----      -----       ---       ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%     6.478%      111       1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====      =====       ===       ====      ====      ====      ====


Minimum: 0 mos.
Maximum: 131 mos.
Weighted Average: 24 mos.


                                      I-22



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

ORIGINAL TERMS TO STATED MATURITY



                                                                                                       WEIGHTED  WEIGHTED
                                                        PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                           AGGREGATE    AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
ORIGINAL TERMS TO           NUMBER OF    CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATED MATURITY (MOS.)   MORTGAGE LOANS   BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  ------------  ------------  --------  -----------  --------  --------  --------  --------

<= 60                           6          38,649,266       7.3       6.054         60        1.40      1.40      72.8      70.5
61 - 84                         1           2,345,635       0.4       5.930         82        1.16      1.16      79.1      71.6
85 - 120                       45         376,139,760      70.9       6.008        118        1.36      1.23      74.3      66.5
121 - 180                       8          39,179,016       7.4       8.121         90        1.23      1.23      44.7      38.4
181 - 240                      13          59,195,381      11.2       8.206        101        1.37      1.37      46.2      35.8
241 - 300                       4          14,840,586       2.8       8.342        175        1.38      1.38      43.9      14.8
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77        $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===        ============     =====       =====        ===        ====      ====      ====      ====


Minimum: 60 mos.
Maximum: 300 mos.
Weighted Average: 135 mos.

REMAINING TERMS TO STATED MATURITY



                                                                                                      WEIGHTED  WEIGHTED
                                                        PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                           AGGREGATE    AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
REMAINING TERMS TO          NUMBER OF    CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
STATED MATURITY (MOS.)   MORTGAGE LOANS   BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  ------------  ------------  --------  -----------  --------  --------  --------  --------

<= 60                           9          54,647,748      10.3       6.776         59        1.39      1.39      65.0      62.0
61 - 84                         2           9,063,393       1.7       8.280         78        1.06      1.06      53.4      48.1
85 - 120                       59         441,912,789      83.3       6.316        116        1.36      1.25      70.1      62.0
121 - 180                       6          19,716,611       3.7       7.955        163        1.31      1.31      43.4      22.4
181 - 240                       1           5,009,103       0.9       8.450        181        1.37      1.37      45.3      19.3
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77        $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===        ============     =====       =====        ===        ====      ====      ====      ====


Minimum: 51 mos.
Maximum: 181 mos.
Weighted Average: 111 mos.


                                      I-23



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

ORIGINAL AMORTIZATION TERMS



                                                                                                      WEIGHTED  WEIGHTED
                                                        PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                           AGGREGATE    AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
ORIGINAL AMORTIZATION       NUMBER OF    CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
TERM (MOS.)              MORTGAGE LOANS   BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  ------------  ------------  --------  -----------  --------  --------  --------  --------

BALLOON LOANS
   Interest Only                4          68,655,000      12.9       5.918        101        1.32      1.32      71.7      71.7
   181 - 240                    1          11,000,000       2.1       5.650        120        1.28      1.28      59.1      38.5
   241 - 300                    4          17,698,765       3.3       6.211        118        1.56      1.30      79.0      69.5
   301 - 360                   67         430,571,199      81.2       6.588        112        1.36      1.25      67.4      58.4
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
SUBTOTAL:                      76        $527,924,963      99.5%      6.469%       111        1.36X     1.26X     68.2%     60.1%

FULLY AMORTIZING LOANS
   241 - 300                    1           2,424,681       0.5       8.400        169        1.56      1.56      36.1       0.4
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
SUBTOTAL:                       1        $  2,424,681       0.5%      8.400%       169        1.56X     1.56X     36.1%      0.4%
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77        $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===        ============     =====       =====        ===        ====      ====      ====      ====


Minimum: 240 mos.
Maximum: 360 mos.
Weighted Average: 354 mos.

REMAINING AMORTIZATION TERMS



                                                                                                      WEIGHTED  WEIGHTED
                                                        PERCENT BY   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                                           AGGREGATE    AGGREGATE     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
REMAINING AMORTIZATION      NUMBER OF    CUT-OFF DATE  CUT-OFF DATE  MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
TERM (MOS.)              MORTGAGE LOANS   BALANCE ($)   BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
-----------------------  --------------  ------------  ------------  --------  -----------  --------  --------  --------  --------

BALLOON
   Interest Only                4          68,655,000      12.9       5.918        101        1.32      1.32      71.7      71.7
   181 - 240                   11          61,125,673      11.5       7.839         97        1.35      1.35      49.8      36.7
   241 - 300                   15          65,094,157      12.3       7.876        112        1.37      1.30      53.1      42.7
   301 - 360                   46         333,050,133      62.8       6.056        116        1.36      1.23      73.8      65.4
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
SUBTOTAL:                      76        $527,924,963      99.5%      6.469%       111        1.36X     1.26X     68.2%     60.1%

FULLY AMORTIZING LOANS
   121 - 180                    1           2,424,681       0.5       8.400        169        1.56      1.56      36.1       0.4
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
SUBTOTAL:                       1        $  2,424,681       0.5%      8.400%       169        1.56X     1.56X     36.1%      0.4%
                              ---        ------------     -----       -----        ---        ----      ----      ----      ----
TOTAL:                         77        $530,349,644     100.0%      6.478%       111        1.36X     1.27X     68.1%     59.8%
                              ===        ============     =====       =====        ===        ====      ====      ====      ====


Minimum: 169 mos.
Maximum: 360 mos.
Weighted Average: 328 mos.


                                      I-24



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

DEBT SERVICE COVERAGE RATIOS



                                                       PERCENT BY                                   WEIGHTED  WEIGHTED
                                                       AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF    AGGREGATE     CUT-OFF     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
DEBT SERVICE COVERAGE         MORTGAGE  CUT-OFF DATE     DATE      MORTGAGE   REMAINING   AVERAGE     PERIOD    DATE     BALLOON
RATIO (X)                      LOANS     BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  ------------  -----------  --------  -----------  --------  --------  --------  --------

1.01 - 1.10                       7       28,632,902       5.4       8.584        91        1.06      1.06      51.9      43.5
1.11 - 1.20                       7       23,703,097       4.5       6.143       119        1.18      1.18      73.2      62.5
1.21 - 1.30                      21      149,975,545      28.3       6.397       111        1.24      1.24      69.5      61.8
1.31 - 1.40                      15      116,674,494      22.0       6.412       121        1.36      1.26      71.6      61.8
1.41 - 1.50                      16      135,549,218      25.6       6.128       113        1.45      1.26      67.5      60.2
1.51 - 1.60                       7       50,183,066       9.5       6.683       101        1.53      1.38      66.3      58.2
1.61 - 1.70                       2       14,866,929       2.8       6.301       118        1.68      1.43      67.8      59.5
1.71 - 1.80                       2       10,764,393       2.0       7.140        74        1.75      1.75      56.6      53.1
                                ---     ------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%      6.478%      111        1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====       =====       ===        ====      ====      ====      ====


Minimum: 1.02x
Maximum: 1.75x
Weighted Average: 1.36x

POST IO PERIOD DEBT SERVICE COVERAGE RATIOS



                                                       PERCENT BY                                   WEIGHTED  WEIGHTED
                                                       AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF    AGGREGATE     CUT-OFF     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
POST IO PERIOD DEBT SERVICE   MORTGAGE  CUT-OFF DATE     DATE      MORTGAGE   REMAINING   AVERAGE     PERIOD    DATE     BALLOON
COVERAGE RATIO (X)             LOANS     BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  ------------  -----------  --------  -----------  --------  --------  --------  --------

1.01 - 1.10                       7       28,632,902       5.4       8.584        91        1.06      1.06      51.9      43.5
1.11 - 1.20                      14      102,053,097      19.2       5.935       119        1.35      1.17      71.3      63.9
1.21 - 1.30                      32      262,585,545      49.5       6.163       114        1.34      1.23      72.1      64.3
1.31 - 1.40                      12       73,474,494      13.9       6.719       122        1.39      1.34      71.6      59.5
1.41 - 1.50                       5       26,939,218       5.1       7.302        88        1.45      1.45      48.1      41.0
1.51 - 1.60                       4       21,633,066       4.1       7.846        81        1.54      1.54      49.7      42.0
1.61 - 1.70                       1        4,266,929       0.8       6.750       118        1.65      1.65      40.3      29.2
1.71 - 1.80                       2       10,764,393       2.0       7.140        74        1.75      1.75      56.6      53.1
                                ---     ------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%      6.478%      111        1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====       =====       ===        ====      ====      ====      ====


Minimum: 1.02x
Maximum: 1.75x
Weighted Average: 1.27x


                                      I-25



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

LOAN-TO-VALUE RATIOS



                                                       PERCENT BY                                   WEIGHTED  WEIGHTED
                                                       AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF    AGGREGATE     CUT-OFF     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
                              MORTGAGE  CUT-OFF DATE     DATE      MORTGAGE   REMAINING    AVERAGE    PERIOD    DATE     BALLOON
LOAN-TO-VALUE RATIO (%)        LOANS     BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  ------------  -----------  --------  -----------  --------  --------  --------  --------

20.1 - 30.0                       1        2,314,750       0.4       8.930       118        1.09      1.09      24.8      20.6
30.1 - 40.0                       5       26,544,298       5.0       8.549        92        1.55      1.55      37.8      28.2
40.1 - 50.0                      16       65,806,877      12.4       7.945       119        1.30      1.30      45.1      32.5
50.1 - 60.0                       7       45,933,790       8.7       6.538        97        1.29      1.23      56.7      47.2
60.1 - 70.0                       7       53,005,534      10.0       6.202       116        1.38      1.19      65.7      58.4
70.1 - 75.0                       7       76,780,333      14.5       6.043       118        1.27      1.23      73.5      70.7
75.1 - 80.0                      33      256,207,827      48.3       6.048       111        1.39      1.26      78.2      69.7
80.1 - 85.0                       1        3,756,235       0.7       5.970       119        1.21      1.21      80.6      68.5
                                ---     ------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%      6.478%      111        1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====       =====       ===        ====      ====      ====      ====


Minimum: 24.8%
Maximum: 80.6%
Weighted Average: 68.1%

BALLOON LOAN-TO-VALUE RATIOS



                                                       PERCENT BY                                   WEIGHTED  WEIGHTED
                                                       AGGREGATE   WEIGHTED    WEIGHTED              AVERAGE   AVERAGE  WEIGHTED
                             NUMBER OF    AGGREGATE     CUT-OFF     AVERAGE    AVERAGE    WEIGHTED   POST IO   CUT-OFF   AVERAGE
BALLOON LOAN-TO-VALUE         MORTGAGE  CUT-OFF DATE     DATE      MORTGAGE   REMAINING    AVERAGE   PERIOD     DATE     BALLOON
RATIO (%)                      LOANS     BALANCE ($)  BALANCE (%)  RATE (%)  TERM (MOS.)  DSCR (X)  DSCR (X)   LTV (%)   LTV (%)
---------------------------  ---------  ------------  -----------  --------  -----------  --------  --------  --------  --------

0.0 - 10.0                        1        2,424,681       0.5       8.400       169        1.56      1.56      36.1       0.4
10.1 - 20.0                       2        8,715,830       1.6       8.450       176        1.33      1.33      44.4      16.6
20.1 - 30.0                       5       21,072,987       4.0       8.102       118        1.50      1.50      38.2      26.5
30.1 - 40.0                      14       69,589,043      13.1       7.729       104        1.31      1.31      46.2      35.8
40.1 - 50.0                       4       16,614,577       3.1       7.765        86        1.25      1.22      54.0      45.0
50.1 - 55.0                       4       26,417,294       5.0       6.646        86        1.28      1.20      57.8      52.4
55.1 - 60.0                       3       22,749,010       4.3       5.702       120        1.43      1.20      63.2      56.5
60.1 - 65.0                      11       50,345,923       9.5       6.217       118        1.33      1.23      71.1      62.1
65.1 - 70.0                      19      150,985,397      28.5       6.084       118        1.36      1.26      77.7      67.8
70.1 - 75.0                      12      149,979,901      28.3       6.003       111        1.35      1.22      76.9      72.4
75.1 - 80.0                       2       11,455,000       2.2       5.814        60        1.64      1.64      78.2      78.2
                                ---     ------------     -----       -----       ---        ----      ----      ----      ----
TOTAL:                           77     $530,349,644     100.0%      6.478%      111        1.36X     1.27X     68.1%     59.8%
                                ===     ============     =====       =====       ===        ====      ====      ====      ====


Minimum: 0.4%
Maximum: 80.0%
Weighted Average: 59.8%


                                      I-26



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

PREPAYMENT RESTRICTION ANALYSIS: LOAN GROUP 2

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



PREPAYMENT RESTRICTIONS       DEC-06         DEC-07         DEC-08         DEC-09         DEC-10         DEC-11         DEC-12
-----------------------    ------------   ------------   ------------   ------------   ------------   ------------   ------------

Locked Out                        88.30%         83.19%         80.02%         73.32%         73.00%         76.94%         77.23%
Yield Maintenance Total           11.70%         16.81%         19.98%         25.39%         25.03%         23.06%         22.77%
Penalty Points Total               0.00%          0.00%          0.00%          1.29%          1.30%          0.00%          0.00%
Open                               0.00%          0.00%          0.00%          0.00%          0.68%          0.00%          0.00%
                           ------------   ------------   ------------   ------------   ------------   ------------   ------------
TOTALS                           100.00%        100.00%        100.00%        100.00%        100.00%        100.00%        100.00%
                           ------------   ------------   ------------   ------------   ------------   ------------   ------------
Pool Balance Outstanding   $530,349,644   $526,368,048   $521,990,733   $516,631,232   $509,700,632   $450,607,400   $442,944,664
% Initial Pool Balance           100.00%         99.25%         98.42%         97.41%         96.11%         84.96%         83.52%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



PREPAYMENT RESTRICTIONS        JUN-13           JUN-14           JUN-15          JUN-16        JUN-17        JUN-18        JUN-19
-----------------------    --------------   --------------   --------------   -----------   -----------   -----------   -----------

Locked Out                          83.10%           84.89%           69.48%        61.28%        63.88%        76.12%        42.35%
Yield Maintenance Total             16.71%           14.52%           13.43%        34.43%        31.69%        21.71%        45.08%
Prepayment Premium Total             0.00%            0.00%            0.74%         1.43%         1.24%         2.17%         1.82%
Open                                 0.18%            0.60%           16.35%         2.86%         3.19%         0.00%        10.76%
                           --------------   --------------   --------------   -----------   -----------   -----------   -----------
TOTALS                             100.00%          100.00%          100.00%       100.00%       100.00%       100.00%       100.00%
                           --------------   --------------   --------------   -----------   -----------   -----------   -----------
Pool Balance Outstanding   $1,305,146,807   $1,254,404,257   $1,210,024,273   $86,382,465   $80,225,981   $64,101,094   $60,486,138
% Initial Pool Balance              80.76%           77.62%           74.87%         5.35%         4.96%         3.97%         3.74%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)

PREPAYMENT RESTRICTIONS      DEC-20       DEC-21     DEC-22
-----------------------    ----------   ----------   ------
Locked Out                       0.00%        0.00%   0.00%
Yield Maintenance Total         83.10%        0.00%   0.00%
Penalty Points Total             0.00%        0.00%   0.00%
Open                            16.90%      100.00%   0.00%
                           ----------   ----------   -----
TOTALS                         100.00%      100.00%   0.00%
                           ----------   ----------   -----
Pool Balance Outstanding   $6,720,396   $2,137,959   $   0
% Initial Pool Balance           1.27%        0.40%   0.00%

Notes:

(1)  The above analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed in the Prospectus Supplement

(2)  See Appendix II of the Prospectus Supplement for a description of the Yield
     Maintenance

(3)  DEF/YM1 loans have been modeled as Yield Maintenance


                                      I-27



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                            NATICK MALL MORTGAGE LOAN

PREPAYMENT RESTRICTION ANALYSIS: NATICK MALL MORTGAGE LOAN

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



PREPAYMENT RESTRICTIONS       DEC-06         DEC-07         DEC-08         DEC-09         DEC-10      DEC-11
-----------------------    ------------   ------------   ------------   ------------   ------------   ------

Locked Out                       100.00%        100.00%        100.00%          0.00%          0.00%   0.00%
Yield Maintenance Total            0.00%          0.00%          0.00%          0.00%          0.00%   0.00%
Penalty Points Total               0.00%          0.00%          0.00%          0.00%          0.00%   0.00%
Open                               0.00%          0.00%          0.00%        100.00%        100.00%   0.00%
                           ------------   ------------   ------------   ------------   ------------   -----
TOTALS                           100.00%        100.00%        100.00%        100.00%        100.00%   0.00%
                           ------------   ------------   ------------   ------------   ------------   -----
Pool Balance Outstanding   $225,000,000   $225,000,000   $225,000,000   $225,000,000   $225,000,000   $   0
% Initial Pool Balance           100.00%        100.00%        100.00%        100.00%        100.00%   0.00%


Notes:

(1)  The above analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed in the Prospectus Supplement

(2)  See Appendix II of the Prospectus Supplement for a description of the Yield
     Maintenance

(3)  DEF/YM1 loans have been modeled as Yield Maintenance


                                      I-28



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                      [THIS PAGE INTENTIONALLY LEFT BLANK.]







                               CMSA
            MORTGAGE           LOAN  CMSA PROPERTY  MORTGAGE LOAN                                                           LOAN
            LOAN NO.            NO.        NO.      SELLER(1)        PROPERTY NAME (2)                                      GROUP
---------------------------------------------------------------------------------------------------------------------------------

                                 1                                 RREEF Industrial Portfolio
               1                         1-001      LaSalle        1310-1380 Kifer Road (I)                                   1
               2                         1-002      LaSalle        Hayward Business Park  (I)                                 1
               3                         1-003      LaSalle        Walsh at Lafayette (I)                                     1
               4                         1-004      LaSalle        Wiegman Distribution Center (I)                            1
               5                         1-005      LaSalle        Fremont Commerce Center (I)                                1
               6                         1-006      LaSalle        Montague Industrial Center (I)                             1
               7                         1-007      LaSalle        Dixon Landing Business Park (I)                            1
               8                         1-008      LaSalle        Bay Center Business Park II (I)                            1
               9                         1-009      LaSalle        Huntwood Business Center (I)                               1
               10                        1-010      LaSalle        Port of Oakland Business Center (I)                        1
               11                        1-011      LaSalle        Charcot Business Center (I)                                1
               12                        1-012      LaSalle        Cabot Boulevard Warehouse (I)                              1
               13                        1-013      LaSalle        Bay Center Business Park III (I)                           1
               14                        1-014      LaSalle        Bayview Business Center (I)                                1
               15                        1-015      LaSalle        1710 Little Orchard (I)                                    1
               16                        1-016      LaSalle        COG Warehouse (I)                                          1
               17                        1-017      LaSalle        Industrial Drive (I)                                       1
               18                        1-018      LaSalle        Okidata Distribution Center (I)                            1
               19                        1-019      LaSalle        Eden Landing Business Center (I)                           1
               20                        1-020      LaSalle        Doolittle Business Center (I)                              1
               21                        1-021      LaSalle        Bay Center Distribution Center (I)                         1
               22                        1-022      LaSalle        Cadillac Court I (I)                                       1
               23                        1-023      LaSalle        Bay Center Business Park I (I)                             1
               24                        1-024      LaSalle        Cadillac Court II (I)                                      1
               25                2       2-001      MSMC           Natick Mall                                                1
               26                3       3-001      MSMC           Oxford Centre                                              1
               27                4       4-001      MSMC           Westin O'Hare                                              1
               28                5       5-001      MSMC           75 Park Place                                              1
               29                6       6-001      PMCF           Rosslyn Heights                                            1
               30                7       7-001      LaSalle        Gateway Center IV                                          1
               31                8       8-001      MSMC           Gateway Office Building                                    1
               32                9       9-001      LaSalle        Harbour Centre                                             1
               33               10       10-001     MSMC           65, 75, 77 Prospect Street                                 2
               34               11       11-001     MSMC           Marriott Courtyard-Capitol Hill/Navy Yard                  1
               35               12       12-001     LaSalle        Broadway Office                                            1
               36               13       13-001     SunTrust       New Horizon Apartments (A)                                 2
               37               14       14-001     SunTrust       Kimball Cabana Apartments (A)                              2
               38               15       15-001     LaSalle        Scott Foresman Building                                    1
               39               16       16-001     MSMC           Regency Park North                                         1
               40               17       17-001     LaSalle        Meridian Plaza                                             1
               41               18       18-001     LaSalle        Riverwood Corporate Center                                 1
               42               19       19-001     PMCF           Columbus Park Apartments                                   2
                                20                                 Welsh Portfolio II
               43                        20-001     PMCF           Rivers Avenue Office (II)                                  1
               44                        20-002     PMCF           Hernasco (II)                                              1
               45                        20-003     PMCF           North Shore Warehouses (II)                                1
               46                        20-004     PMCF           3440 Symmes Road (II)                                      1
               47                        20-005     PMCF           25 Enterprise Drive (II)                                   1
               48               21       21-001     MSMC           Garden Inn - Historic Savannah                             1
               49               22       22-001     LaSalle        Devlin's Pointe Apartments                                 1
               50               23       23-001     MSMC           Carwood Center                                             1
               51               24       24-001     PMCF           Westbrook at Weatherby                                     2
                                25                                 Prium Portfolio
               52                        25-001     LaSalle        Prium Portfolio - Puyallup (III)                           1
               53                        25-002     LaSalle        Prium Portfolio - Bremerton (III)                          1
               54                        25-003     LaSalle        Prium Portfolio - University Place (III)                   1
               55                        25-004     LaSalle        Prium Portfolio - Kennewick (III)                          1
               56                        25-005     LaSalle        Prium Portfolio - Aberdeen (III)                           1
               57                        25-006     LaSalle        Prium Portfolio - Seattle (III)                            1
               58               26       26-001     SunTrust       Courthouse Centre                                          1
               59               27       27-001     MSMC           Newhope Street                                             1
               60               28       28-001     PMCF           Constitution Place                                         1
               61               29       29-001     LaSalle        University Heights II Student Housing                      2
               62               30       30-001     PMCF           Conejo Valley Plaza                                        1
               63               31       31-001     LaSalle        The Seasons at Horsetooth Crossing                         1
               64               32       32-001     LaSalle        Pickerington Square                                        1
               65               33       33-001     LaSalle        ELS - Island Vista MHP                                     2
               66               34       34-001     LaSalle        Lansdowne Medical Office Pavilion                          1
               67               35       35-001     SunTrust       Chatam II                                                  2
               68               36       36-001     LaSalle        NNN - One Northlake Park                                   1
               69               37       37-001     LaSalle        The Hague Corporation                                      1
               70               38       38-001     MSMC           The Crossings Center                                       1
               71               39       39-001     MSMC           Longs Portfolio - San Gabriel Gateway (B)                  1
               72               40       40-001     MSMC           Longs Portfolio - Longs Drug Center(B)                     1
               73               41       41-001     MSMC           College Park Athens                                        2
               74               42       42-001     PMCF           The Towers at 45th                                         1
               75               43       43-001     MSMC           Consolidated Systems Inc. Facility                         1
               76               44       44-001     LaSalle        Baker Downs                                                2
               77               45       45-001     LaSalle        Coffey Industrial                                          1
               78               46       46-001     LaSalle        Shops at Rock Creek                                        1
               79               47       47-001     LaSalle        880 Technology Drive                                       1
               80               48       48-001     MSMC           15300 Ventura Boulevard                                    1
               81               49       49-001     LaSalle        Shaker Run Apartments                                      2
               82               50       50-001     MSMC           Loker Business Center                                      1
               83               51       51-001     SunTrust       Diamond View                                               1
                                52                                 Wichita Falls Portfolio
               84                        52-001     LaSalle        Wichita Falls Portfolio - The Woodlands (IV)               2
               85                        52-002     LaSalle        Wichita Falls Portfolio - Lakeview Townhomes (IV)          2
               86                        52-003     LaSalle        Wichita Falls Portfolio - Lake View Villas (IV)            2
               87               53       53-001     LaSalle        Marketplace at Darien                                      1
               88               54       54-001     PMCF           Laburnum Square Shopping Center                            1
               89               55       55-001     LaSalle        Grand Commerce Center                                      1
               90               56       56-001     PMCF           600 Health Park                                            1
               91               57       57-001     PMCF           Companion at Carter Mills                                  2
               92               58       58-001     MSMC           Fruitville Pike Office Building                            1
                                59                                 Danube Portfolio
               93                        59-001     LaSalle        Danube Portfolio - 4191 Cleveland Ave. (V)                 2
               94                        59-002     LaSalle        Danube Portfolio - 3130-3172 1st Ave. (V)                  2
               95                        59-003     LaSalle        Danube Portfolio - 1455 Missouri St. (V)                   2
               96                        59-004     LaSalle        Danube Portfolio - 951 Agate St. (V)                       2
               97                        59-005     LaSalle        Danube Portfolio - 1730-36 Thomas Ave. (V)                 2
               98                        59-006     LaSalle        Danube Portfolio - 4971-79 W. Point Loma Blvd. (V)         2
               99                        59-007     LaSalle        Danube Portfolio - 3927 - 33 4th Ave. (V)                  2
              100               60       60-001     PMCF           Holiday Inn Select Appleton                                1
              101               61       61-001     SunTrust       Holiday Inn Augusta                                        1
              102               62       62-001     LaSalle        Walnut Hills Plaza                                         1
              103               63       63-001     MSMC           7540 Orangethorpe Avenue                                   1
              104               64       64-001     LaSalle        Cedar Park Apartments                                      2
              105               65       65-001     LaSalle        Harbor Pointe                                              2
                                66                                 The Ridge at Taylor Station & Heatherwood Terrace
              106                        66-001     LaSalle        The Ridge at Taylor Station (VI)                           2
              107                        66-002     LaSalle        Heatherwood Terrace (VI)                                   2
              108               67       67-001     LaSalle        Creekwood Landing                                          2
              109               68       68-001     PMCF           Hampton Inn - Plano                                        1
              110               69       69-001     LaSalle        Follini Portfolio - Stroudwater Crossings (C)              1
              111               70       70-001     LaSalle        Follini Portfolio - Orthopaedic Associates (C)             1
              112               71       71-001     MSMC           Fairfield Inn - Miami                                      1
              113               72       72-001     LaSalle        Gateway Center                                             1
              114               73       73-001     LaSalle        Lincoln Park West                                          2
              115               74       74-001     MSMC           North Oaks Apartments                                      2
              116               75       75-001     LaSalle        Colony Oaks by the Bay Apartments                          2
              117               76       76-001     MassMutual     Congress Park Apartments                                   2
              118               77       77-001     MassMutual     Bridgewater Park Apartments                                2
              119               78       78-001     MSMC           Rush Creek Apartments                                      2
              120               79       79-001     LaSalle        Canton Landing Shopping                                    1
              121               80       80-001     LaSalle        Savannah Financial Center                                  1
              122               81       81-001     MSMC           Comfort Inn Alamo Riverwalk                                1
              123               82       82-001     SunTrust       Holiday Inn Express/Mulberry Inn Beck                      1
              124               83       83-001     MassMutual     Pebble Creek Apartments                                    2
              125               84       84-001     SunTrust       Alameda Apartments                                         2
              126               85       85-001     LaSalle        The Commons                                                1
              127               86       86-001     LaSalle        Holiday Inn - Wilmington, NC                               1
              128               87       87-001     MSMC           College Point Business Center                              1
              129               88       88-001     LaSalle        10-18 Brainerd Road                                        2
              130               89       89-001     MassMutual     Club At Vero-I (*)                                         2
              131               90       90-001     MassMutual     Club At Vero-II (*)                                        2
              132               91       91-001     SunTrust       One Dowdy Plaza                                            1
              133               92       92-001     MassMutual     Fox Crossing Apartments                                    2
              134               93       93-001     LaSalle        Bay Valley Foods                                           1
              135               94       94-001     LaSalle        10 Falcon Crest Drive                                      1
              136               95       95-001     PMCF           Air Center Plaza                                           1
              137               96       96-001     LaSalle        Promenade Shoppes at Pine Gardens                          1
              138               97       97-001     MSMC           Mt. Vernon Retail Center                                   1
              139               98       98-001     LaSalle        Lakewood House                                             2
              140               99       99-001     LaSalle        The Boulevard of Shoppes                                   1
              141               100     100-001     SunTrust       Wickham Commons                                            1
              142               101     101-001     MSMC           Ruston Apartment Buildings                                 2
              143               102     102-001     LaSalle        Rolling Meadows Strip Center                               1
              144               103     103-001     SunTrust       Holiday Inn - Suites - Beck                                1
              145               104     104-001     LaSalle        CapMar Office                                              1
              146               105     105-001     LaSalle        Norfolk Commerce Park V                                    1
              147               106     106-001     MassMutual     Sterling Point Apartments                                  2
              148               107     107-001     LaSalle        Hollander Industrial Park                                  1
              149               108     108-001     LaSalle        Blanco Self Storage                                        1
              150               109     109-001     LaSalle        Willow Trace Apartments                                    2
              151               110     110-001     LaSalle        San Marcos Self Storage                                    1
              152               111     111-001     SunTrust       Hinesville Square                                          1
              153               112     112-001     LaSalle        Strongbox - 1516 N Orleans                                 1
              154               113     113-001     PMCF           Bedrosian Palm Desert                                      1
              155               114     114-001     MassMutual     Commander Place Apartments                                 2
              156               115     115-001     MassMutual     Grand Point Apartments                                     2
              157               116     116-001     MSMC           5924 & 5930 Stockton Boulevard                             1
              158               117     117-001     LaSalle        Arizona Commons II                                         2
              159               118     118-001     MSMC           Comfort Inn - Southbay (San Diego)                         1
              160               119     119-001     LaSalle        The Bluffs at Northwoods                                   2
              161               120     120-001     LaSalle        Lowe's - Nampa                                             1
              162               121     121-001     LaSalle        Stoneybrook Apartments                                     2
              163               122     122-001     MSMC           Comfort Inn - Medford                                      1
              164               123     123-001     SunTrust       Point Plaza - Beck                                         1
              165               124     124-001     LaSalle        Millyard Plaza                                             1
              166               125     125-001     MassMutual     Ospreys Landing Apartments                                 2
              167               126     126-001     MassMutual     Sinclair Commons                                           2
              168               127     127-001     SunTrust       Commerce Pointe                                            1
              169               128     128-001     MSMC           Palm Coast Office Building                                 1
              170               129     129-001     MSMC           Liberty Square Shopping Center                             1
              171               130     130-001     LaSalle        Springtown Shopping Center                                 1
              172               131     131-001     MassMutual     Ashton Of Richmond Hill                                    2
              173               132     132-001     PMCF           FedEx Ground                                               1
              174               133     133-001     PMCF           Continental Ranch Shopping Center                          1
              175               134     134-001     MSMC           Treasure Coast Industrial                                  1
              176               135     135-001     LaSalle        Leisure Village MHC                                        2
              177               136     136-001     MSMC           Camillus Plaza                                             1
              178               137     137-001     MSMC           Best Western Courtyard Resort Jacksonville                 1
                                138                                Oklahoma Self Storage Portfolio
              179                       138-001     LaSalle        Amazing Space Self Storage (VII)                           1
              180                       138-002     LaSalle        Ardmore Self Storage (VII)                                 1
              181               139     139-001     LaSalle        Galloway Crossing                                          1
              182               140     140-001     MassMutual     Chimney Ridge - Phase I (D)                                2
              183               141     141-001     MassMutual     Chimney Ridge - Phase II (D)                               2
              184               142     142-001     LaSalle        Glen Professional Plaza                                    1
              185               143     143-001     MassMutual     Oak Pointe Apartments                                      2
              186               144     144-001     SunTrust       Comfort Suites Durham                                      1
              187               145     145-001     MSMC           Wingate Inn - Norcross                                     1
              188               146     146-001     LaSalle        U-Stor Blanding                                            1
              189               147     147-001     MSMC           Holiday Inn Express Springfield                            1
              190               148     148-001     LaSalle        Mass Mutual Building                                       1
              191               149     149-001     SunTrust       Carrolton Terraces                                         2
              192               150     150-001     MassMutual     Woodchase Club Apartments                                  2
              193               151     151-001     MSMC           Comfort Suites - San Antonio                               1
              194               152     152-001     MassMutual     Northpointe Commons Apartments                             2
              195               153     153-001     LaSalle        Miami Bluffs Apartments                                    2
              196               154     154-001     LaSalle        Orchard Park Apartments                                    2
              197               155     155-001     MSMC           Jones Road Shopping Center                                 1
              198               156     156-001     MSMC           Galleria De Yorba                                          1
              199               157     157-001     PMCF           Bedrosian Airway Avenue                                    1
              200               158     158-001     LaSalle        Canon Perdido Office                                       1
              201               159     159-001     LaSalle        Forest Grove Shopping                                      1
              202               160     160-001     SunTrust       Waynesboro Retail Center                                   1
              203               161     161-001     SunTrust       Satilla Square                                             1
              204               162     162-001     LaSalle        Parkway Plaza - Sanibel, FL                                1
              205               163     163-001     LaSalle        Doral Centre                                               1
              206               164     164-001     MassMutual     Savannah Sound Apartments                                  2
              207               165     165-001     MassMutual     Indian River Apartments                                    2
              208               166     166-001     LaSalle        VE - Holiday Inn Express Brownsville, TX                   1
              209               167     167-001     SunTrust       Pooler Park West                                           1
                                168                                Tarbell Apartment Portfolio
              210                       168-001     LaSalle        Tarbell Apartments 2 - Perkins Place & Fox Ridge (VIII)    2
              211                       168-002     LaSalle        Tarbell Apartments 1 - Barrington Hill (VIII)              2
              212                       168-003     LaSalle        Tarbell Apartments 4 - McDuffee (VIII)                     2
              213                       168-004     LaSalle        Tarbell Apartments 3 - Kearsarge (VIII)                    2
              214               169     169-001     MSMC           Hampton Inn - Monroe                                       1
              215               170     170-001     LaSalle        Wedgewood Commons II Apartments                            2
              216               171     171-001     SunTrust       Dakota Building                                            1
              217               172     172-001     MassMutual     Ravenwood Apartments                                       2
              218               173     173-001     MassMutual     Arbor Lakes Apartments                                     2
              219               174     174-001     LaSalle        Strongbox - 1650 W. Irving Park                            1
              220               175     175-001     MSMC           NJ Office Portfolio - Delmar Building (E)                  1
              221               176     176-001     MSMC           NJ Office Portfolio - Four Winds Farm (E)                  1
                                177                                Little Rock Retail Portfolio
              222                       177-001     LaSalle        Little Rock Retail - Somers Plaza (IX)                     1
              223                       177-002     LaSalle        Little Rock Retail - Apple Valley Shopping Center (IX)     1
              224                       177-003     LaSalle        Little Rock Retail - Lakewood (IX)                         1
              225               178     178-001     SunTrust       Parkside Apartments                                        2
              226               179     179-001     LaSalle        Chelsea Apartments                                         2
              227               180     180-001     LaSalle        Old Mill Shops                                             1
              228               181     181-001     MSMC           Quality Inn & Suites - Danville                            1
              229               182     182-001     LaSalle        Marysville Retail                                          1
              230               183     183-001     LaSalle        Hampton Inn - Walterboro, SC                               1
              231               184     184-001     LaSalle        Jasmine Properties                                         1
              232               185     185-001     LaSalle        Indoor Self Storage                                        1
              233               186     186-001     LaSalle        Lotus Plaza & Starbucks                                    1
              234               187     187-001     LaSalle        210 West Capitol Drive                                     1
              235               188     188-001     LaSalle        Arlington Apartments                                       2
              236               189     189-001     LaSalle        Windsor Village Shopping Center                            1
              237               190     190-001     LaSalle        Michaels Duluth                                            1
              238               191     191-001     LaSalle        Forum Business Park II                                     1
              239               192     192-001     LaSalle        The Extra Closet                                           1
              240               193     193-001     LaSalle        Independence Commons MHC                                   1
              241               194     194-001     PMCF           Fairfield Inn - Kalamazoo                                  1
              242               195     195-001     LaSalle        VE - Waldan Chase Apartments                               2
              243               196     196-001     LaSalle        3555 West Van Buren Street                                 1
              244               197     197-001     PMCF           Varsity Drive Industrial                                   1
              245               198     198-001     LaSalle        Cornelius Mini Storage                                     1
              246               199     199-001     LaSalle        Meadow Park Apartments                                     2
              247               200     200-001     MassMutual     Village Woods Estates                                      2
              248               201     201-001     LaSalle        Stonecrest Apartments                                      2
              249               202     202-001     LaSalle        Durango Professional Plaza                                 1
              250               203     203-001     MassMutual     Park Plaza Apartments                                      2
              251               204     204-001     LaSalle        620 Quintard Drive                                         1
              252               205     205-001     LaSalle        FedEx - Macon, GA                                          1
              253               206     206-001     LaSalle        CVS Zanesville, OH                                         1
              254               207     207-001     LaSalle        Citrus Park Crossing                                       1
              255               208     208-001     LaSalle        Walgreens Westfield                                        1
              256               209     209-001     LaSalle        TGW Ermanco                                                1
              257               210     210-001     LaSalle        Glendale Industrial                                        1
              258               211     211-001     LaSalle        Godley Station                                             1
              259               212     212-001     MSMC           Fletcher Heights Marketplace                               1
              260               213     213-001     LaSalle        Mountain View Center                                       1
              261               214     214-001     LaSalle         CVS - Dunkirk, NY                                         1
              262               215     215-001     LaSalle        Tallahatchie Centre                                        1
              263               216     216-001     LaSalle        Cambridge Building                                         1
              264               217     217-001     LaSalle        CVS Meadville, PA                                          1
              265               218     218-001     LaSalle        Lancaster Properties                                       2
              266               219     219-001     MassMutual     Chadwick Place Apartments                                  2
              267               220     220-001     SunTrust       Arlington Village                                          1
              268               221     221-001     SunTrust       Metro West Wilshire                                        1
              269               222     222-001     SunTrust       River Landing                                              1
              270               223     223-001     LaSalle        Gleannlock Farms                                           1
              271               224     224-001     LaSalle        All About Storage                                          1
              272               225     225-001     SunTrust       Heritage at Riverwood                                      2
              273               226     226-001     MassMutual     Mission Vista Apts                                         2
                                227                                Strauss Portfolio
              274                       227-001     LaSalle        Strauss Portfolio - 3670-3680 Park Blvd. (X)               2
              275                       227-002     LaSalle        Strauss Portfolio - 3602-3608 Park Blvd. (X)               2
              276               228     228-001     LaSalle        All Spanaway Storage                                       1
              277               229     229-001     LaSalle        Houston Levee Collections Shopping Center                  1
              278               230     230-001     LaSalle        26901 Cannon Road                                          1
              279               231     231-001     SunTrust       950 Celebration                                            1
              280               232     232-001     LaSalle        Athens Town Center                                         1
              281               233     233-001     LaSalle        All Star Self Storage                                      1
              282               234     234-001     LaSalle        Memorial Self Storage                                      1
              283               235     235-001     LaSalle        Newtown Self Storage                                       1
              284               236     236-001     LaSalle        Ellsworth Crossing                                         1
              285               237     237-001     LaSalle        Tice Mobile Home Community                                 2
              286               238     238-001     SunTrust       Kenton Place                                               1
              287               239     239-001     MassMutual     Overland Park Estates                                      2
              288               240     240-001     LaSalle        West Side Mini Storage                                     1
              289               241     241-001     LaSalle        Springhouse Office Park                                    1
              290               242     242-001     LaSalle        Estacada Mini Storage                                      1
              291               243     243-001     MSMC           Camp Creek Shops                                           1
              292               244     244-001     LaSalle        Grand Island Apartments                                    2
              293               245     245-001     SunTrust       Ponderosa Apartments                                       2
              294               246     246-001     LaSalle        Middleton Commons                                          2
              295               247     247-001     MSMC           Shops at Hickory Flat                                      1
              296               248     248-001     LaSalle        Bryan Freedom Center                                       1
              297               249     249-001     LaSalle        Huntingdon Plaza Shopping Center                           1
              298               250     250-001     LaSalle        Century Professional Buildings                             1
              299               251     251-001     LaSalle        Sunbelt Rentals                                            1
              300               252     252-001     LaSalle        7th & Greentree Retail                                     1
              301               253     253-001     SunTrust       Shoppes @ Westown                                          1
              302               254     254-001     LaSalle        Van Buren Self Storage                                     1
              303               255     255-001     LaSalle        Swainsboro Shopping Center                                 1
              304               256     256-001     LaSalle        Country Estates MHP                                        1
              305               257     257-001     LaSalle        Forest Hill Center                                         1
              306               258     258-001     SunTrust       Forest Place MHP                                           1
              307               259     259-001     MSMC           Karcher Crossing Shoppes                                   1
              308               260     260-001     LaSalle        Mesa Sunrise Shopping Center                               1
                                261                                Tennessee Self Storage Portfolio
              309                       261-001     LaSalle        North Gate Self Storage (XI)                               1
              310                       261-002     LaSalle        A-1 Self Storage (XI)                                      1
              311               262     262-001     LaSalle        Whitehall Apartments                                       2
              312               263     263-001     LaSalle        2750 West Main                                             1
              313               264     264-001     LaSalle        11930 and 11950 Starcrest Retail/Office                    1
              314               265     265-001     LaSalle        Q's Quick Mini Storage                                     1
              315               266     266-001     LaSalle        Mexia Plaza Retail Center                                  1
              316               267     267-001     LaSalle        Greentree Village                                          2
              317               268     268-001     LaSalle        Suncom Center                                              1
              318               269     269-001     LaSalle        Prineville Storage                                         1

TOTALS AND WEIGHTED AVERAGES:


                                     CROSS-                                                          POST IO    CUT-OFF
           MORTGAGE            COLLATERALIZATION     ORIGINAL      CUT-OFF DATE     NOI      NCF    PERIOD NCF   DATE
            LOAN NO.                  (2)             BALANCE       BALANCE(3)    DSCR(4)  DSCR(4)    DSCR(4)    LTV(4)
-----------------------------------------------------------------------------------------------------------------------

                                        No        $  250,000,000  $  250,000,000   2.28     2.10        NAP      52.5%
               1                        No        $   28,600,000  $   28,600,000   2.28     2.10        NAP      52.5%
               2                        No        $   27,300,000  $   27,300,000   2.28     2.10        NAP      52.5%
               3                        No        $   19,300,000  $   19,300,000   2.28     2.10        NAP      52.5%
               4                        No        $   19,100,000  $   19,100,000   2.28     2.10        NAP      52.5%
               5                        No        $   14,200,000  $   14,200,000   2.28     2.10        NAP      52.5%
               6                        No        $   14,200,000  $   14,200,000   2.28     2.10        NAP      52.5%
               7                        No        $   13,400,000  $   13,400,000   2.28     2.10        NAP      52.5%
               8                        No        $   12,300,000  $   12,300,000   2.28     2.10        NAP      52.5%
               9                        No        $   11,600,000  $   11,600,000   2.28     2.10        NAP      52.5%
               10                       No        $   10,800,000  $   10,800,000   2.28     2.10        NAP      52.5%
               11                       No        $   10,300,000  $   10,300,000   2.28     2.10        NAP      52.5%
               12                       No        $    9,300,000  $    9,300,000   2.28     2.10        NAP      52.5%
               13                       No        $    8,700,000  $    8,700,000   2.28     2.10        NAP      52.5%
               14                       No        $    7,300,000  $    7,300,000   2.28     2.10        NAP      52.5%
               15                       No        $    5,900,000  $    5,900,000   2.28     2.10        NAP      52.5%
               16                       No        $    5,700,000  $    5,700,000   2.28     2.10        NAP      52.5%
               17                       No        $    5,300,000  $    5,300,000   2.28     2.10        NAP      52.5%
               18                       No        $    5,200,000  $    5,200,000   2.28     2.10        NAP      52.5%
               19                       No        $    4,800,000  $    4,800,000   2.28     2.10        NAP      52.5%
               20                       No        $    4,500,000  $    4,500,000   2.28     2.10        NAP      52.5%
               21                       No        $    3,400,000  $    3,400,000   2.28     2.10        NAP      52.5%
               22                       No        $    3,200,000  $    3,200,000   2.28     2.10        NAP      52.5%
               23                       No        $    3,100,000  $    3,100,000   2.28     2.10        NAP      52.5%
               24                       No        $    2,500,000  $    2,500,000   2.28     2.10        NAP      52.5%
               25                       No        $  225,000,000  $  225,000,000   2.00     1.91        NAP      45.0%
               26                       No        $  118,000,000  $  118,000,000   1.67     1.49        NAP      79.7%
               27                       No        $  101,000,000  $  101,000,000   1.73     1.46       1.22      77.1%
               28                       No        $   85,000,000  $   85,000,000   2.40     2.20        NAP      40.5%
               29                       No        $   64,200,000  $   64,200,000   1.50     1.47        NAP      63.1%
               30                       No        $   61,000,000  $   61,000,000   1.50     1.41       1.19      79.2%
               31                       No        $   56,200,000  $   56,200,000   1.43     1.24        NAP      78.1%
               32                       No        $   51,180,000  $   51,180,000   1.61     1.53       1.26      73.1%
               33                       No        $   49,000,000  $   49,000,000   1.24     1.22        NAP      73.4%
               34                       No        $   42,500,000  $   42,456,875   1.44     1.30        NAP      67.2%
               35                       No        $   37,500,000  $   37,500,000   2.33     2.10        NAP      54.3%
               36                      Yes        $   30,500,000  $   30,500,000   1.57     1.45       1.21      77.1%
               37                      Yes            $5,650,000  $    5,650,000   1.57     1.45       1.21      77.1%
               38                       No        $   33,675,000  $   33,675,000   1.78     1.74        NAP      64.8%
               39                       No        $   29,000,000  $   29,000,000   1.47     1.45        NAP      73.8%
               40                       No        $   27,600,000  $   27,600,000   1.53     1.46       1.25      72.4%
               41                       No        $   25,200,000  $   25,200,000   1.58     1.46       1.21      79.5%
               42                       No        $   24,000,000  $   24,000,000   1.54     1.40       1.17      78.7%
                                        No        $   23,281,500  $   23,281,500   1.66     1.52       1.27      79.4%
               43                       No        $   12,880,000  $   12,880,000   1.66     1.52       1.27      79.4%
               44                       No        $    3,160,000  $    3,160,000   1.66     1.52       1.27      79.4%
               45                       No        $    2,700,000  $    2,700,000   1.66     1.52       1.27      79.4%
               46                       No        $    2,550,000  $    2,550,000   1.66     1.52       1.27      79.4%
               47                       No        $    1,991,500  $    1,991,500   1.66     1.52       1.27      79.4%
               48                       No        $   23,000,000  $   22,975,804   1.52     1.38        NAP      72.9%
               49                       No        $   22,300,000  $   22,300,000   1.38     1.32       1.09      72.6%
               50                       No        $   20,500,000  $   20,500,000   1.61     1.54        NAP      67.2%
               51                       No        $   20,000,000  $   20,000,000   1.50     1.46       1.20      62.5%
                                        No        $   19,280,000  $   19,178,640   1.28     1.24        NAP      73.7%
               52                       No        $    5,392,178  $    5,363,830   1.28     1.24        NAP      73.7%
               53                       No        $    4,444,103  $    4,420,739   1.28     1.24        NAP      73.7%
               54                       No        $    3,370,111  $    3,352,394   1.28     1.24        NAP      73.7%
               55                       No        $    2,444,257  $    2,431,407   1.28     1.24        NAP      73.7%
               56                       No        $    2,073,915  $    2,063,012   1.28     1.24        NAP      73.7%
               57                       No        $    1,555,436  $    1,547,259   1.28     1.24        NAP      73.7%
               58                       No        $   18,000,000  $   17,800,452   1.41     1.27        NAP      73.0%
               59                       No        $   17,800,000  $   17,800,000   1.42     1.35       1.15      69.8%
               60                       No        $   17,500,000  $   17,500,000   2.28     1.93       1.59      71.4%
               61                       No        $   17,000,000  $   17,000,000   1.49     1.43       1.22      67.2%
               62                       No        $   17,000,000  $   17,000,000   1.54     1.48       1.22      67.7%
               63                       No        $   16,100,000  $   16,100,000   1.56     1.51       1.27      64.9%
               64                       No        $   15,200,000  $   15,200,000   1.53     1.49        NAP      76.0%
               65                       No        $   14,800,000  $   14,800,000   1.38     1.35       1.15      76.3%
               66                       No        $   14,000,000  $   14,000,000   1.61     1.51       1.26      79.5%
               67                       No        $   13,600,000  $   13,600,000   1.64     1.52       1.28      80.0%
               68                       No        $   13,350,000  $   13,350,000   1.59     1.41       1.20      75.0%
               69                       No        $   13,000,000  $   12,987,854   1.95     1.74        NAP      65.9%
               70                       No        $   12,750,000  $   12,750,000   1.46     1.35        NAP      69.3%
               71                      Yes        $    6,305,844  $    6,299,662   1.17     1.14        NAP      64.6%
               72                      Yes        $    6,144,156  $    6,138,132   1.17     1.14        NAP      64.6%
               73                       No        $   12,000,000  $   12,000,000   1.53     1.44       1.21      73.6%
               74                       No        $   12,000,000  $   12,000,000   1.65     1.41       1.17      77.9%
               75                       No        $   12,000,000  $   11,987,754   1.67     1.52        NAP      65.2%
               76                       No        $   11,960,000  $   11,940,123   1.43     1.32        NAP      79.0%
               77                       No        $   11,700,000  $   11,700,000   1.68     1.58       1.32      71.8%
               78                       No        $   11,700,000  $   11,700,000   1.47     1.41       1.18      79.6%
               79                       No        $   11,560,000  $   11,560,000   1.45     1.38       1.15      80.0%
               80                       No        $   11,400,000  $   11,379,983   1.39     1.19        NAP      59.3%
               81                       No        $   11,000,000  $   11,000,000   1.34     1.28        NAP      59.1%
               82                       No        $   11,000,000  $   11,000,000   1.41     1.38       1.15      65.5%
               83                       No        $   11,000,000  $   10,988,229   1.27     1.22        NAP      71.4%
                                        No        $   10,600,000  $   10,600,000   1.81     1.69       1.34      78.9%
               84                       No        $    4,799,998  $    4,799,998   1.81     1.69       1.34      78.9%
               85                       No        $    4,320,030  $    4,320,030   1.81     1.69       1.34      78.9%
               86                       No        $    1,479,972  $    1,479,972   1.81     1.69       1.34      78.9%
               87                       No        $   10,350,000  $   10,330,129   1.27     1.22        NAP      75.5%
               88                       No        $   10,000,000  $   10,000,000   1.59     1.46        NAP      80.0%
               89                       No        $   10,000,000  $    9,993,314   1.27     1.21        NAP      75.7%
               90                       No        $    9,650,000  $    9,650,000   1.28     1.20        NAP      78.5%
               91                       No        $    9,600,000  $    9,600,000   1.55     1.49       1.22      80.0%
               92                       No        $    9,600,000  $    9,559,613   1.36     1.30        NAP      74.7%
                                        No        $    9,500,000  $    9,500,000   1.41     1.37       1.14      57.6%
               93                       No        $    1,974,848  $    1,974,848   1.41     1.37       1.14      57.6%
               94                       No        $    1,871,212  $    1,871,212   1.41     1.37       1.14      57.6%
               95                       No        $    1,445,152  $    1,445,152   1.41     1.37       1.14      57.6%
               96                       No        $    1,364,545  $    1,364,545   1.41     1.37       1.14      57.6%
               97                       No        $    1,105,455  $    1,105,455   1.41     1.37       1.14      57.6%
               98                       No        $      996,061  $      996,061   1.41     1.37       1.14      57.6%
               99                       No        $      742,727  $      742,727   1.41     1.37       1.14      57.6%
              100                       No        $    9,000,000  $    9,000,000   2.38     1.94       1.51      65.8%
              101                       No        $    9,000,000  $    9,000,000   1.48     1.48        NAP      66.3%
              102                       No        $    9,000,000  $    9,000,000   1.48     1.43       1.20      72.6%
              103                       No        $    9,000,000  $    9,000,000   1.37     1.30       1.10      73.5%
              104                       No        $    9,000,000  $    8,991,721   1.43     1.34        NAP      79.9%
              105                       No        $    9,000,000  $    8,985,146   1.39     1.31        NAP      77.7%
                                        No        $    9,000,000  $    8,976,024   1.34     1.20        NAP      76.7%
              106                       No        $    5,230,769  $    5,216,835   1.34     1.20        NAP      76.7%
              107                       No        $    3,769,231  $    3,759,190   1.34     1.20        NAP      76.7%
              108                       No        $    8,940,000  $    8,925,279   1.37     1.27        NAP      78.3%
              109                       No        $    8,600,000  $    8,600,000   1.52     1.36        NAP      71.7%
              110                      Yes        $    4,680,000  $    4,680,000   1.60     1.48       1.24      78.8%
              111                      Yes        $    3,870,000  $    3,870,000   1.60     1.48       1.24      78.8%
              112                       No        $    8,500,000  $    8,488,560   1.66     1.45        NAP      57.7%
              113                       No        $    8,300,000  $    8,300,000   1.43     1.33       1.13      75.5%
              114                       No        $    8,200,000  $    8,200,000   1.50     1.45        NAP      52.6%
              115                       No        $    7,750,000  $    7,750,000   1.74     1.51       1.21      79.9%
              116                       No        $    7,720,000  $    7,707,259   1.35     1.27        NAP      77.3%
              117                       No        $    8,600,000  $    7,652,502   1.63     1.56        NAP      38.7%
              118                       No        $    8,825,000  $    7,634,016   1.28     1.21        NAP      57.6%
              119                       No        $    7,625,000  $    7,593,152   1.51     1.37        NAP      75.9%
              120                       No        $    7,600,000  $    7,592,214   1.30     1.20        NAP      80.1%
              121                       No        $    7,500,000  $    7,500,000   1.52     1.38       1.16      77.3%
              122                       No        $    7,500,000  $    7,489,906   1.65     1.50        NAP      70.0%
              123                       No        $    7,500,000  $    7,462,212   2.01     1.80        NAP      54.5%
              124                       No        $    8,215,000  $    7,330,981   1.57     1.50        NAP      42.9%
              125                       No        $    7,200,000  $    7,200,000   1.58     1.52       1.30      76.1%
              126                       No        $    7,200,000  $    7,189,022   2.78     2.54        NAP      33.0%
              127                       No        $    7,023,000  $    6,995,290   1.52     1.34        NAP      72.9%
              128                       No        $    7,000,000  $    6,979,738   1.34     1.21        NAP      69.9%
              129                       No        $    6,900,000  $    6,894,266   1.28     1.26        NAP      78.3%
              130                      Yes        $    6,330,000  $    6,160,504   1.33     1.25        NAP      48.0%
              131                      Yes        $      610,000  $      609,429   1.33     1.25        NAP      48.0%
              132                       No        $    6,744,017  $    6,744,017   1.39     1.29        NAP      66.1%
              133                       No        $    7,200,000  $    6,717,757   1.09     1.03        NAP      44.4%
              134                       No        $    6,675,000  $    6,657,313   1.42     1.29        NAP      74.4%
              135                       No        $    6,650,000  $    6,650,000   1.70     1.54       1.29      80.1%
              136                       No        $    6,575,000  $    6,575,000   1.45     1.30       1.10      62.6%
              137                       No        $    6,525,000  $    6,525,000   1.48     1.40       1.20      69.8%
              138                       No        $    6,500,000  $    6,500,000   1.82     1.52       1.29      66.3%
              139                       No        $    6,500,000  $    6,500,000   1.28     1.23        NAP      76.5%
              140                       No        $    6,500,000  $    6,500,000   1.56     1.47        NAP      79.8%
              141                       No        $    6,500,000  $    6,490,490   1.46     1.20        NAP      51.9%
              142                       No        $    6,500,000  $    6,463,168   1.36     1.27        NAP      79.8%
              143                       No        $    6,400,000  $    6,400,000   1.89     1.76        NAP      55.7%
              144                       No        $    6,300,000  $    6,268,258   1.47     1.20        NAP      53.1%
              145                       No        $    6,250,000  $    6,250,000   1.30     1.22       1.05      79.7%
              146                       No        $    6,200,000  $    6,200,000   1.80     1.58       1.31      79.9%
              147                       No        $    6,800,000  $    6,077,918   1.16     1.09        NAP      47.9%
              148                       No        $    6,040,000  $    6,033,976   1.30     1.20        NAP      63.5%
              149                       No        $    6,000,000  $    6,000,000   1.51     1.47       1.25      71.6%
              150                       No        $    5,880,000  $    5,880,000   1.65     1.54        NAP      80.0%
              151                       No        $    5,850,000  $    5,850,000   1.48     1.44       1.22      78.5%
              152                       No        $    5,850,000  $    5,822,362   1.63     1.35        NAP      64.0%
              153                       No        $    5,800,000  $    5,793,910   1.46     1.43        NAP      68.5%
              154                       No        $    5,700,000  $    5,700,000   1.27     1.22        NAP      78.6%
              155                       No        $    6,450,000  $    5,675,883   1.58     1.51        NAP      38.8%
              156                       No        $    6,240,000  $    5,601,839   1.46     1.41        NAP      38.5%
              157                       No        $    5,600,000  $    5,600,000   1.44     1.34       1.13      70.0%
              158                       No        $    5,600,000  $    5,600,000   1.30     1.23        NAP      80.0%
              159                       No        $    5,600,000  $    5,578,349   1.47     1.35        NAP      69.7%
              160                       No        $    5,575,000  $    5,575,000   1.90     1.75        NAP      76.4%
              161                       No        $    5,575,000  $    5,575,000   1.27     1.27        NAP      79.6%
              162                       No        $    5,500,000  $    5,500,000   1.42     1.35       1.15      67.1%
              163                       No        $    5,500,000  $    5,492,493   1.58     1.38        NAP      68.7%
              164                       No        $    5,450,000  $    5,422,541   1.82     1.82        NAP      48.0%
              165                       No        $    5,300,000  $    5,300,000   1.52     1.42       1.20      72.1%
              166                       No        $    5,915,000  $    5,189,393   1.80     1.74        NAP      35.3%
              167                       No        $    5,250,000  $    5,180,346   1.29     1.23        NAP      40.1%
              168                       No        $    5,100,000  $    5,100,000   1.73     1.46       1.22      79.7%
              169                       No        $    5,100,000  $    5,094,894   1.41     1.33        NAP      73.3%
              170                       No        $    5,080,000  $    5,080,000   1.50     1.45       1.24      79.4%
              171                       No        $    5,040,000  $    5,040,000   1.56     1.44       1.22      76.9%
              172                       No        $    5,650,000  $    5,009,103   1.46     1.37        NAP      45.3%
              173                       No        $    5,000,000  $    5,000,000   1.57     1.49       1.27      67.6%
              174                       No        $    4,850,000  $    4,850,000   1.52     1.45       1.23      69.7%
              175                       No        $    4,800,000  $    4,800,000   1.55     1.40       1.19      69.6%
              176                       No        $    4,800,000  $    4,795,533   1.42     1.39        NAP      74.9%
              177                       No        $    4,800,000  $    4,791,282   1.33     1.20        NAP      68.4%
              178                       No        $    4,750,000  $    4,726,656   1.66     1.49        NAP      67.5%
                                        No        $    4,625,000  $    4,620,396   1.30     1.25        NAP      72.6%
              179                       No        $    3,225,000  $    3,221,790   1.30     1.25        NAP      72.6%
              180                       No        $    1,400,000  $    1,398,606   1.30     1.25        NAP      72.6%
              181                       No        $    4,500,000  $    4,500,000   1.37     1.28       1.07      76.3%
              182                      Yes        $    3,888,000  $    3,465,702   1.36     1.28        NAP      44.8%
              183                      Yes        $    1,152,000  $    1,026,840   1.36     1.28        NAP      44.8%
              184                       No        $    4,490,000  $    4,490,000   1.35     1.25        NAP      77.4%
              185                       No        $    5,050,000  $    4,482,597   1.13     1.05        NAP      58.7%
              186                       No        $    4,500,000  $    4,472,750   1.96     1.73        NAP      57.3%
              187                       No        $    4,500,000  $    4,471,120   1.61     1.43        NAP      69.9%
              188                       No        $    4,375,000  $    4,375,000   1.38     1.34        NAP      78.1%
              189                       No        $    4,350,000  $    4,350,000   1.87     1.65       1.43      75.0%
              190                       No        $    4,300,000  $    4,300,000   1.70     1.51       1.25      79.3%
              191                       No        $    4,285,000  $    4,285,000   1.16     1.14        NAP      75.2%
              192                       No        $    4,806,000  $    4,266,929   1.73     1.65        NAP      40.3%
              193                       No        $    4,300,000  $    4,259,102   1.70     1.52        NAP      69.4%
              194                       No        $    4,800,000  $    4,234,697   1.09     1.02        NAP      67.4%
              195                       No        $    4,200,000  $    4,200,000   1.56     1.46       1.23      79.2%
              196                       No        $    4,200,000  $    4,195,851   1.46     1.35        NAP      79.9%
              197                       No        $    4,175,000  $    4,125,107   1.97     1.79        NAP      54.4%
              198                       No        $    4,125,000  $    4,125,000   1.51     1.43       1.20      64.5%
              199                       No        $    4,125,000  $    4,125,000   1.32     1.20        NAP      70.0%
              200                       No        $    4,000,000  $    4,000,000   1.67     1.56       1.33      58.8%
              201                       No        $    4,000,000  $    4,000,000   1.37     1.26        NAP      69.1%
              202                       No        $    4,000,000  $    4,000,000   1.59     1.50       1.26      73.3%
              203                       No        $    4,000,000  $    4,000,000   1.52     1.25        NAP      74.4%
              204                       No        $    4,000,000  $    3,996,227   1.42     1.24        NAP      74.0%
              205                       No        $    4,000,000  $    3,996,003   1.30     1.21        NAP      78.4%
              206                       No        $    4,680,000  $    3,986,398   1.50     1.42        NAP      47.4%
              207                       No        $    4,500,000  $    3,863,384   1.41     1.32        NAP      47.3%
              208                       No        $    3,800,000  $    3,800,000   1.88     1.66        NAP      62.3%
              209                       No        $    3,800,000  $    3,800,000   1.49     1.33        NAP      65.5%
                                        No        $    3,800,000  $    3,796,246   1.29     1.21        NAP      79.3%
              210                       No        $    1,388,309  $    1,386,937   1.29     1.21        NAP      79.3%
              211                       No        $    1,213,779  $    1,212,580   1.29     1.21        NAP      79.3%
              212                       No        $      674,322  $      673,655   1.29     1.21        NAP      79.3%
              213                       No        $      523,591  $      523,074   1.29     1.21        NAP      79.3%
              214                       No        $    3,800,000  $    3,794,789   1.75     1.57        NAP      60.2%
              215                       No        $    3,760,000  $    3,756,235   1.36     1.21        NAP      80.6%
              216                       No        $    3,750,000  $    3,746,352   1.83     1.35        NAP      60.4%
              217                       No        $    4,400,000  $    3,706,727   1.36     1.27        NAP      43.2%
              218                       No        $    4,250,000  $    3,700,075   1.47     1.40        NAP      47.9%
              219                       No        $    3,700,000  $    3,696,115   2.15     2.11        NAP      44.1%
              220                      Yes        $    2,175,000  $    2,163,489   1.38     1.26        NAP      74.6%
              221                      Yes        $    1,500,000  $    1,492,061   1.38     1.26        NAP      74.6%
                                        No        $    3,600,000  $    3,600,000   1.34     1.17        NAP      71.3%
              222                       No        $    1,568,317  $    1,568,317   1.34     1.17        NAP      71.3%
              223                       No        $    1,069,307  $    1,069,307   1.34     1.17        NAP      71.3%
              224                       No        $      962,376  $      962,376   1.34     1.17        NAP      71.3%
              225                       No        $    3,600,000  $    3,596,409   1.28     1.23        NAP      79.0%
              226                       No        $    3,525,000  $    3,521,826   1.34     1.21        NAP      69.7%
              227                       No        $    3,500,000  $    3,500,000   1.53     1.45       1.21      63.6%
              228                       No        $    3,500,000  $    3,470,296   1.73     1.54        NAP      69.4%
              229                       No        $    3,420,000  $    3,416,193   1.27     1.20        NAP      71.2%
              230                       No        $    3,433,000  $    3,399,116   1.51     1.34        NAP      62.9%
              231                       No        $    3,300,000  $    3,286,621   2.03     1.80        NAP      43.2%
              232                       No        $    3,250,000  $    3,246,946   1.23     1.20        NAP      78.1%
              233                       No        $    3,200,000  $    3,200,000   1.31     1.23        NAP      63.4%
              234                       No        $    3,200,000  $    3,194,583   1.39     1.24        NAP      79.9%
              235                       No        $    3,200,000  $    3,194,266   1.30     1.20        NAP      73.6%
              236                       No        $    3,150,000  $    3,146,906   1.40     1.28        NAP      74.0%
              237                       No        $    3,100,000  $    3,100,000   1.38     1.30        NAP      72.9%
              238                       No        $    3,100,000  $    3,096,890   1.35     1.24        NAP      79.0%
              239                       No        $    3,040,000  $    3,034,650   1.33     1.30        NAP      70.6%
              240                       No        $    3,000,000  $    3,000,000   1.89     1.81        NAP      55.4%
              241                       No        $    3,000,000  $    3,000,000   1.76     1.52        NAP      68.2%
              242                       No        $    3,000,000  $    2,992,529   1.33     1.27        NAP      74.8%
              243                       No        $    2,900,000  $    2,895,045   1.51     1.40        NAP      56.8%
              244                       No        $    2,850,000  $    2,850,000   1.75     1.61       1.35      74.4%
              245                       No        $    2,850,000  $    2,847,168   1.29     1.26        NAP      77.6%
              246                       No        $    2,840,000  $    2,840,000   1.59     1.44       1.16      80.0%
              247                       No        $    2,985,000  $    2,807,177   1.11     1.08        NAP      52.9%
              248                       No        $    2,800,000  $    2,800,000   1.55     1.47       1.24      72.7%
              249                       No        $    2,800,000  $    2,794,983   1.33     1.24        NAP      71.3%
              250                       No        $    3,100,000  $    2,776,395   1.40     1.32        NAP      48.4%
              251                       No        $    2,750,000  $    2,750,000   1.50     1.42        NAP      73.5%
              252                       No        $    2,678,000  $    2,675,329   1.27     1.22        NAP      69.5%
              253                       No        $    2,650,000  $    2,650,000   1.16     1.16        NAP      73.0%
              254                       No        $    2,625,000  $    2,621,235   1.30     1.25        NAP      65.5%
              255                       No        $    2,607,000  $    2,607,000   2.14     2.12        NAP      49.1%
              256                       No        $    2,600,000  $    2,600,000   1.85     1.60       1.35      72.2%
              257                       No        $    2,560,000  $    2,560,000   1.85     1.60       1.36      80.0%
              258                       No        $    2,570,000  $    2,559,683   1.32     1.23        NAP      75.7%
              259                       No        $    2,530,000  $    2,530,000   1.47     1.41       1.21      75.4%
              260                       No        $    2,500,000  $    2,500,000   1.39     1.37       1.15      73.5%
              261                       No        $    2,490,000  $    2,490,000   1.16     1.16        NAP      73.2%
              262                       No        $    2,490,000  $    2,485,488   1.58     1.42        NAP      69.5%
              263                       No        $    2,470,000  $    2,467,527   1.58     1.39        NAP      69.3%
              264                       No        $    2,445,000  $    2,445,000   1.16     1.16        NAP      73.0%
              265                       No        $    2,445,000  $    2,438,765   1.27     1.21        NAP      77.4%
              266                       No        $    3,070,000  $    2,424,681   1.68     1.56        NAP      36.1%
              267                       No        $    2,400,000  $    2,400,000   1.79     1.67        NAP      48.0%
              268                       No        $    2,400,000  $    2,397,771   1.42     1.40        NAP      52.7%
              269                       No        $    2,400,000  $    2,397,674   1.48     1.38        NAP      63.5%
              270                       No        $    2,381,000  $    2,378,612   1.34     1.26        NAP      72.5%
              271                       No        $    2,360,000  $    2,360,000   1.53     1.49       1.25      78.7%
              272                       No        $    2,350,000  $    2,345,635   1.25     1.16        NAP      79.1%
              273                       No        $    2,420,000  $    2,314,750   1.16     1.09        NAP      24.8%
                                        No        $    2,310,000  $    2,310,000   1.59     1.49       1.24      54.7%
              274                       No        $    1,659,966  $    1,659,966   1.59     1.49       1.24      54.7%
              275                       No        $      650,034  $      650,034   1.59     1.49       1.24      54.7%
              276                       No        $    2,300,000  $    2,297,715   1.65     1.60        NAP      57.3%
              277                       No        $    2,225,000  $    2,225,000   1.52     1.42       1.21      74.2%
              278                       No        $    2,180,000  $    2,180,000   1.41     1.26        NAP      74.7%
              279                       No        $    2,125,000  $    2,121,336   1.31     1.22        NAP      70.7%
              280                       No        $    2,100,000  $    2,098,038   1.26     1.18        NAP      74.9%
              281                       No        $    2,080,000  $    2,077,889   1.33     1.29        NAP      74.2%
              282                       No        $    2,075,000  $    2,067,953   1.30     1.24        NAP      58.0%
              283                       No        $    2,035,000  $    2,035,000   1.54     1.49       1.26      65.6%
              284                       No        $    2,000,000  $    2,000,000   1.56     1.48       1.26      66.7%
              285                       No        $    2,000,000  $    1,998,005   1.13     1.08        NAP      71.4%
              286                       No        $    2,000,000  $    1,994,545   1.52     1.41        NAP      75.3%
              287                       No        $    1,932,000  $    1,928,387   1.26     1.15        NAP      46.2%
              288                       No        $    1,900,000  $    1,898,180   1.27     1.21        NAP      78.1%
              289                       No        $    1,900,000  $    1,898,134   1.30     1.19        NAP      73.0%
              290                       No        $    1,900,000  $    1,898,112   1.32     1.27        NAP      75.9%
              291                       No        $    1,850,000  $    1,850,000   1.57     1.49        NAP      67.9%
              292                       No        $    1,820,000  $    1,820,000   1.54     1.43        NAP      80.0%
              293                       No        $    1,725,000  $    1,725,000   1.32     1.14        NAP      68.2%
              294                       No        $    1,710,000  $    1,710,000   1.53     1.43       1.20      77.7%
              295                       No        $    1,700,000  $    1,700,000   1.66     1.58        NAP      68.0%
              296                       No        $    1,640,000  $    1,638,404   1.32     1.23        NAP      78.0%
              297                       No        $    1,560,000  $    1,557,407   1.30     1.20        NAP      75.6%
              298                       No        $    1,550,000  $    1,548,445   1.36     1.21        NAP      65.3%
              299                       No        $    1,538,441  $    1,533,498   1.41     1.35        NAP      56.8%
              300                       No        $    1,500,000  $    1,500,000   2.19     2.04       1.74      44.6%
              301                       No        $    1,500,000  $    1,498,620   1.88     1.72        NAP      54.0%
              302                       No        $    1,500,000  $    1,498,599   1.81     1.73        NAP      37.5%
              303                       No        $    1,500,000  $    1,498,507   1.43     1.22        NAP      76.8%
              304                       No        $    1,500,000  $    1,498,495   1.43     1.37        NAP      71.4%
              305                       No        $    1,470,000  $    1,467,483   1.30     1.22        NAP      75.3%
              306                       No        $    1,450,000  $    1,447,607   1.44     1.28        NAP      61.6%
              307                       No        $    1,375,000  $    1,375,000   1.45     1.37       1.16      67.1%
              308                       No        $    1,360,000  $    1,358,763   1.35     1.29        NAP      75.5%
                                        No        $    1,280,000  $    1,280,000   1.49     1.42       1.24      79.5%
              309                       No        $      643,975  $      643,975   1.49     1.42       1.24      79.5%
              310                       No        $      636,025  $      636,025   1.49     1.42       1.24      79.5%
              311                       No        $    1,250,000  $    1,248,784   1.30     1.20        NAP      78.0%
              312                       No        $    1,240,000  $    1,237,930   1.29     1.21        NAP      77.9%
              313                       No        $    1,225,000  $    1,223,364   1.45     1.25        NAP      72.0%
              314                       No        $    1,136,000  $    1,134,989   1.27     1.22        NAP      79.4%
              315                       No        $    1,125,000  $    1,125,000   1.58     1.48        NAP      67.6%
              316                       No        $    1,025,000  $    1,024,010   1.42     1.37        NAP      68.3%
              317                       No        $    1,009,222  $    1,009,222   1.34     1.27        NAP      74.8%
              318                       No        $      950,000  $      950,000   1.51     1.41        NAP      57.2%

TOTALS AND WEIGHTED AVERAGES:                     $2,745,034,180  $2,730,307,529   1.67X    1.55X      1.48X     65.9%


                                          CUT-OFF
                                          DATE LTV   BALLOON LTV
           MORTGAGE            BALLOON  WITHOUT TAX  WITHOUT TAX
            LOAN NO.            LTV(4)   CREDITS(4)  CREDITS(4)   STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

                                52.5%        NAP          NAP
               1                52.5%        NAP          NAP     1310 - 1380 Kifer Road
               2                52.5%        NAP          NAP     Zephyr Ave., Crocker Ave., Huntwood Ave., and Santana St.
               3                52.5%        NAP          NAP     915-925, 1035, 1135 and 1285 Walsh Avenue
               4                52.5%        NAP          NAP     30746 Wiegman Road
               5                52.5%        NAP          NAP     41460-84, 41444-58, 41638-98, 41728-86 Christy Street
               6                52.5%        NAP          NAP     1510-1568 Montague Expressway
               7                52.5%        NAP          NAP     Milmont Drive and Dixon Landing Road
               8                52.5%        NAP          NAP     3832 Bay Center Place, 3847-3857 Breakwater Ave., 3848-3858 Bay
                                                                     Center Place, 3860-3880 Bay Center Place
               9                52.5%        NAP          NAP     San Louis Obispo Ave., Whipple Rd., Medallion Dr., and Huntwood
                                                                     Ave.
               10               52.5%        NAP          NAP     7303-7307 Edgewater Drive
               11               52.5%        NAP          NAP     721-741 Charcot Avenue, 2023-2035 O'Toole Ave., 2142-2158 Parajan
                                                                     Drive, 2170-2190 Parajan Drive
               12               52.5%        NAP          NAP     21001-21005 Cabot Boulevard
               13               52.5%        NAP          NAP     3825 Bay Center Place, 25531-25565 Whitesell Street
               14               52.5%        NAP          NAP     2901-2949 Bayview Drive and 48000-48016 Fremont Boulevard
               15               52.5%        NAP          NAP     1710 Little Orchard Street
               16               52.5%        NAP          NAP     931 Cadillac Court
               17               52.5%        NAP          NAP     45101 Industrial Drive
               18               52.5%        NAP          NAP     1021 & 1101 Cadillac Court
               19               52.5%        NAP          NAP     26235-26269 Research Place
               20               52.5%        NAP          NAP     1431-1479 Doolittle Drive
               21               52.5%        NAP          NAP     3875 Bay Center Place
               22               52.5%        NAP          NAP     1161-1181 Cadillac Court
               23               52.5%        NAP          NAP     26250-26260 Eden Landing Ave.,3556-3566 Investment Road, 3551-3556
                                                                     Arden Road, 3582-3588 Arden Road, 3450-3550 Arden Road
               24               52.5%        NAP          NAP     1123-1141 Cadillac Court
               25               45.0%        NAP          NAP     1245 Worcester Street
               26               79.7%        NAP          NAP     301 Grant Street
               27               72.1%        NAP          NAP     6100 North River Road
               28               40.5%        NAP          NAP     75 Park Place
               29               63.1%        NAP          NAP     1804 North Quinn Street
               30               74.2%        NAP          NAP     100 Mulberry Street
               31               78.1%        NAP          NAP     401 N. Washington Street
               32               68.1%        NAP          NAP     18851 NE 29th Avenue
               33               73.4%        NAP          NAP     65, 75, 77 Prospect Street
               34               57.0%        NAP          NAP     140 L Street SE
               35               54.3%        NAP          NAP     1700 Broadway
               36               68.1%        NAP          NAP     3619 Kingstate Dr
               37               68.1%        NAP          NAP     2856 Kimball Avenue
               38               64.8%        NAP          NAP     1900 East Lake Avenue
               39               73.8%        NAP          NAP     521, 599 & 605 Lake Kathy Drive
               40               68.1%        NAP          NAP     10333 - 10585 Meridian Street
               41               74.2%        NAP          NAP     N19 W24200/W24400 Riverwood Drive
               42               71.0%        NAP          NAP     5999 Bear Creek Drive
                                71.6%        NAP          NAP
               43               71.6%        NAP          NAP     8085 Rivers Avenue
               44               71.6%        NAP          NAP     5301 West 5th Street
               45               71.6%        NAP          NAP     5540 Broadway Avenue
               46               71.6%        NAP          NAP     3440 Symmes Road
               47               71.6%        NAP          NAP     25 Enterprise Drive
               48               61.5%        NAP          NAP     321 West Bay Street
               49               65.3%        NAP          NAP     2735 Westminster Circle
               50               67.2%        NAP          NAP     4126-4280 Woodruff Avenue
               51               56.2%        NAP          NAP     1 Westbrook Drive
                                63.4%        NAP          NAP
               52               63.4%        NAP          NAP     211 West Main Street
               53               63.4%        NAP          NAP     4810 Auto Center Boulevard
               54               63.4%        NAP          NAP     2901 Bridgeport Way
               55               63.4%        NAP          NAP     1120 North Edison Street
               56               63.4%        NAP          NAP     503-511 West Heron Street
               57               63.4%        NAP          NAP     132 South Spokane Street
               58               61.4%        NAP          NAP     1970 Main Street & 1975 Ringling Blvd
               59               62.0%        NAP          NAP     18011, 18010, 18030, 18095 and 18090 Newhope Street
               60               64.1%        NAP          NAP     325 Chestnut Street
               61               61.0%        NAP          NAP     1101 East River Ridge Parkway
               62               60.8%        NAP          NAP     1330, 1344-1378 N. Moorpark Road
               63               58.7%        NAP          NAP     1020 Wabash Street
               64               76.0%        NAP          NAP     1028 Hill Road North
               65               71.6%        NAP          NAP     3000 North Tamiami Trail
               66               71.6%        NAP          NAP     19450 Deerfield Avenue
               67               72.2%        NAP          NAP     7632 South Stewart Avenue, 7600 South Stewart Avenue, 7620 South
                                                                     Stewart Avenue, 7121 South Harvard Avenue, 8053-61 South
                                                                     Cottage Grove Avenue, 8044-8054 South Ingleside Avenue, 7922
                                                                     South Muskegon Avenue, 6656 - 58 South Sacramento
               68               70.4%        NAP          NAP     11500 Northlake Drive
               69               56.6%        NAP          NAP     400 West Avenue
               70               53.3%        NAP          NAP     5210 Oaklawn Boulevard
               71               55.1%        NAP          NAP     120 N. San Gabriel Boulevard
               72               55.1%        NAP          NAP     102 N. San Gabriel Boulevard
               73               69.0%        NAP          NAP     505 Riverbend Parkway
               74               68.8%        NAP          NAP     310 East 4500 South
               75               55.2%        NAP          NAP     650 Rosewood Drive
               76               68.1%        NAP          NAP     305 West Baker Road
               77               67.1%        NAP          NAP     3300 Coffey Lane
               78               74.4%        NAP          NAP     2382 Germantown Parkway
               79               72.1%        NAP          NAP     880 Technology Drive
               80               50.7%        NAP          NAP     15300 Ventura Boulevard
               81               38.5%        NAP          NAP     601 Sand Creek Road
               82               61.1%        NAP          NAP     2712 Loker Avenue West
               83               60.0%        NAP          NAP     512 South Mangum Street
                                71.7%        NAP          NAP
               84               71.7%        NAP          NAP     1717 Midwestern Parkway
               85               71.7%        NAP          NAP     4811 Likens Avenue
               86               71.7%        NAP          NAP     4800 Fairway Boulevard
               87               63.9%        NAP          NAP     2415-2445 75th Street
               88               80.0%        NAP          NAP     4816 S. Laburnum Avenue
               89               71.1%        NAP          NAP     600 - 650 South Grand Avenue
               90               67.3%        NAP          NAP     600 Health Park Blvd.
               91               71.7%        NAP          NAP     1375 Companion Court
               92               62.6%        NAP          NAP     1820 Fruitville Pike
                                51.9%        NAP          NAP
               93               51.9%        NAP          NAP     4191 Cleveland Ave.
               94               51.9%        NAP          NAP     3130-3172 1st Ave.
               95               51.9%        NAP          NAP     1455 Missouri St.
               96               51.9%        NAP          NAP     951 Agate St.
               97               51.9%        NAP          NAP      1730-36 Thomas Ave.
               98               51.9%        NAP          NAP     4971-79 W. Point Loma Blvd.
               99               51.9%        NAP          NAP      3927 - 33 4th Ave.
              100               55.5%        NAP          NAP     150 Nicolet Road
              101               56.2%        NAP          NAP     441 Park West Drive
              102               67.9%        NAP          NAP     18718-18744 Amar Road
              103               68.8%        NAP          NAP     7540 Orangethorpe Avenue
              104               68.8%        NAP          NAP     11353 North Tazwell Drive
              105               67.0%        NAP          NAP     4101 Nasa Parkway
                                65.9%        NAP          NAP
              106               65.9%        NAP          NAP     321 Directory Drive
              107               65.9%        NAP          NAP     777 Laver Road
              108               67.5%        NAP          NAP     400 Timbercreek Drive
              109               55.7%        NAP          NAP     4901 Old Shepard Place
              110               69.7%        NAP          NAP     1685 Congress Street
              111               69.7%        NAP          NAP     515 W Columbia Street
              112               45.6%        NAP          NAP     3959 NW 79th Avenue
              113               70.7%        NAP          NAP     136 Heber Avenue
              114               52.6%        NAP          NAP     2140 Lincoln Park West
              115               69.8%        NAP          NAP     5018 LeMans Drive
              116               66.7%        NAP          NAP     18100 Nassau Bay Drive
              117               34.4%      38.7%        34.4%     3000 Congress Park Dr
              118               45.3%      57.6%        45.3%     5801 Bridgewater Dr
              119               65.5%        NAP          NAP     2625 Community Drive
              120               67.9%        NAP          NAP     44918-44978 Ford Road
              121               68.5%        NAP          NAP     7402 Hodgson Memorial Drive
              122               55.3%        NAP          NAP     120 Camaron Street
              123               43.2%        NAP          NAP     16890 Warwick Blvd
              124               33.5%      46.8%        36.5%     28600 Pebble Creek Pkwy
              125               67.9%        NAP          NAP     1415 Broadway
              126               25.3%        NAP          NAP     140 South Lake Avenue
              127               57.5%        NAP          NAP     5032 Market Street
              128               59.4%        NAP          NAP     2600 East Bidwell Street
              129               74.3%        NAP          NAP     10-18 Brainerd Road
              130               39.7%      64.2%        53.0%     6885 20th Street
              131               39.7%      64.2%        53.0%     6885 20th Street
              132               56.4%        NAP          NAP     7209 International Drive
              133               39.9%      57.6%        51.7%     8350 East Yale Avenue
              134               63.9%        NAP          NAP     2935 Van Vactor Drive
              135               70.9%        NAP          NAP     10 Falcon Crest Drive
              136               56.6%        NAP          NAP     3993 S. McCarran Blvd.
              137               65.6%        NAP          NAP     240-250 West Indiantown Road
              138               58.9%        NAP          NAP     2480 - 2526 Mount Vernon Road
              139               71.9%        NAP          NAP     4801 North Hills Boulevard
              140               79.8%        NAP          NAP     123 Grandview Boulevard
              141               40.3%        NAP          NAP     7380 Murrell Road
              142               68.0%        NAP          NAP     1706 Roosevelt Drive; 606-628 Minden Street; 301 East Reynolds
                                                                     Drive; 106 South Homer Street; 3000-3021 Minden Street
              143               47.1%        NAP          NAP     1450 Golf Road and 1635-69 Algonquin Road
              144               42.1%        NAP          NAP     943 J. Clyde Morris Blvd
              145               74.9%        NAP          NAP     11550 Common Oaks Drive
              146               71.8%        NAP          NAP     2510 Walmer Avenue
              147               36.9%      52.0%        40.1%     3802 E Baseline Rd
              148               54.0%        NAP          NAP     10521-10565 Dale Avenue
              149               64.8%        NAP          NAP     940 E. Blanco Road
              150               80.0%        NAP          NAP     114 Willow Trace Circle
              151               73.6%        NAP          NAP     4087 State Street
              152               55.7%        NAP          NAP     229 West General Screven Way
              153               57.8%        NAP          NAP     1516 North Orleans Street
              154               66.4%        NAP          NAP     73-550 Dinah Shore Drive
              155               30.5%      39.6%        31.1%     5301 Commander Drive
              156               29.7%      43.8%        33.8%     161 Clubhouse Dr
              157               63.3%        NAP          NAP     5924 & 5930 Stockton Boulevard
              158               74.8%        NAP          NAP     2040 North 1st Avenue
              159               55.2%        NAP          NAP     1645 E. Plaza Boulevard
              160               76.4%        NAP          NAP     1850 Yellowstone Court
              161               79.6%        NAP          NAP     1305 West Karcher Road
              162               61.0%        NAP          NAP     651 East Travis Boulevard
              163               62.6%        NAP          NAP     2695 Route 112
              164               38.1%        NAP          NAP     950 J. Clyde Morris Blvd
              165               67.5%        NAP          NAP     210-220 Imi Kala Street
              166               28.1%      35.3%        28.1%     100 Ospreys Landing
              167               30.7%      60.2%        46.2%     132-334 West Gilbert Street
              168               71.9%        NAP          NAP     6717-6775 Commerce Court Drive
              169               62.3%        NAP          NAP     1 Hammock Beach Parkway
              170               72.1%        NAP          NAP     4460 Washington Road
              171               68.2%        NAP          NAP     500 Highway 199 E
              172               19.3%      45.3%        19.3%     505 Harris Trail Rd
              173               60.1%        NAP          NAP     2024 Buck Lane
              174               60.8%        NAP          NAP     8235 North Silverbell Road
              175               63.1%        NAP          NAP     701 South Kings Highway
              176               64.4%        NAP          NAP     4711 Walnut Road
              177               58.3%        NAP          NAP     4107-4131 Genesee Street
              178               53.8%        NAP          NAP     603 North Marine Boulevard
                                61.8%        NAP          NAP
              179               61.8%        NAP          NAP     3213 & 3405 Bart Conner Drive.
              180               61.8%        NAP          NAP     1900 Veteran's Boulevard (Hwy 142)
              181               71.2%        NAP          NAP     5688 West Broad Street
              182               35.3%      47.7%        37.6%     300 Palmetto Park Boulevard
              183               35.3%      47.7%        37.6%     300 Palmetto Park Boulevard
              184               65.6%        NAP          NAP     4911, 5019, 5133  North Executive Drive, 901 West Glen Avenue
              185               52.1%      58.7%        52.1%     1747 Capital Circle Northeast
              186               45.8%        NAP          NAP     5219 Page Rd
              187               55.2%        NAP          NAP     5800 Peachtree Industrial Boulevard
              188               66.2%        NAP          NAP     1065 Blanding Boulevard
              189               67.2%        NAP          NAP     3480 Hutton Street
              190               71.2%        NAP          NAP     5544 Greenwich Road
              191               63.6%        NAP          NAP     1235 Carrollton Terrace
              192               29.2%      51.2%        37.0%     1100 Rabbit Run Circle
              193               54.5%        NAP          NAP     1002 South Laredo Street
              194               53.4%      67.4%        53.4%     900 Nw 79Th Terrace
              195               71.6%        NAP          NAP     8204 Wooster Pike
              196               68.1%        NAP          NAP     12-21 Crestwood Drive
              197               46.5%        NAP          NAP     10535 Jones Road
              198               60.3%        NAP          NAP     18432-18452 Yorba Linda Boulevard
              199               59.1%        NAP          NAP     3120 Airway Avenue
              200               55.2%        NAP          NAP     136 West Canon Perdido Street
              201               58.5%        NAP          NAP     2333 Pacific Avenue
              202               65.0%        NAP          NAP     1725 Rosser Avenue and 400 Tiffany Drive
              203               63.1%        NAP          NAP     1803 Knight Avenue
              204               69.6%        NAP          NAP     10231, 10241, 10251, & 10261 Metro Parkway
              205               66.6%        NAP          NAP     101 West 69th Street
              206               37.1%      47.4%        37.1%     1950 N Point Blvd
              207               42.1%      47.7%        42.4%     1305 Indian River Blvd
              208               49.4%        NAP          NAP     1985 North Expressway 83
              209               55.6%        NAP          NAP     1024 US Highway 80
                                67.5%        NAP          NAP
              210               67.5%        NAP          NAP     Route 106 & 140 (Perkins Rd./Rhodes Dr.)
              211               67.5%        NAP          NAP     382 Route 9
              212               67.5%        NAP          NAP     17 Felker Street
              213               67.5%        NAP          NAP     115 Kearsarge Mountain Rd.
              214               47.4%        NAP          NAP     1565 North Dixie Highway
              215               68.5%        NAP          NAP     1919, 1923, 1927, 1935 Miller Street
              216               51.6%        NAP          NAP     400 East Broadway Avenue
              217               12.9%      43.2%        12.9%     1700 Ravenwood Cir
              218               20.2%      48.5%        20.5%     6850 Arbor Lake Dr
              219               37.2%        NAP          NAP     1650 West Irving Park
              220               58.7%        NAP          NAP     200 Woodport Road
              221               58.7%        NAP          NAP     88 Orchard Road
                                55.8%        NAP          NAP
              222               55.8%        NAP          NAP     5107 Warden Road
              223               55.8%        NAP          NAP     8000 Highway 107
              224               55.8%        NAP          NAP     4501 Fairway Avenue
              225               67.2%        NAP          NAP     3726 Cleveland Heights Boulevard
              226               60.2%        NAP          NAP     1910 Skidaway Road
              227               59.5%        NAP          NAP     486-490 First Street
              228               55.6%        NAP          NAP     15 Valley West Road
              229               59.5%        NAP          NAP     1100 Charles Lane
              230               29.2%        NAP          NAP     1835 Sniders Highway
              231               28.9%        NAP          NAP     6154 SW Hwy 200
              232               67.0%        NAP          NAP     809 Florida St
              233               41.6%        NAP          NAP     2420 North Salisbury Boulevard
              234               68.7%        NAP          NAP     210 Wesst Capitol Drive
              235               62.8%        NAP          NAP     5845 Ridgewood Road
              236               63.1%        NAP          NAP     3901 Miller Road
              237               63.1%        NAP          NAP     925 W Central Entrance
              238               67.1%        NAP          NAP     720 Old Clemson Road
              239               60.4%        NAP          NAP     2355 Brunner Lane SE
              240               55.4%        NAP          NAP     1776 Constitution Circle
              241               53.2%        NAP          NAP     6420 Cracker Barrel Drive
              242               64.8%        NAP          NAP     150 Dupree Road
              243               48.7%        NAP          NAP     3555 West Van Buren Street
              244               67.2%        NAP          NAP     4995 Varsity Drive
              245               66.0%        NAP          NAP     3437 East Baseline Street
              246               72.8%        NAP          NAP     1105 SW 74th St.
              247               44.5%      68.9%        58.0%     1500 North 74Th Street
              248               64.5%        NAP          NAP     320 West 11th Street
              249               60.9%        NAP          NAP     3110 Durango Road
              250               34.1%      53.2%        37.5%     3950 E Service Rd
              251               62.4%        NAP          NAP     620 Quintard Drive
              252               59.1%        NAP          NAP     244 Mercer Junction Road
              253               61.9%        NAP          NAP     1212 Maple Avenue
              254               51.0%        NAP          NAP     8608 Citrus Park Drive
              255               49.1%        NAP          NAP     14625 North Gray Road
              256               65.2%        NAP          NAP     6870 Grand Haven Road
              257               72.4%        NAP          NAP     16300 - 16350 West Glendale Drive
              258               65.6%        NAP          NAP     1000 Towne Center Boulevard
              259               67.4%        NAP          NAP     8278 West Lake Pleasant Parkway
              260               66.5%        NAP          NAP     2145 Old Middlefield Way
              261               62.1%        NAP          NAP     175 East Fourth Street
              262               59.3%        NAP          NAP     324 Park Plaza Drive
              263               58.9%        NAP          NAP     90 MacCorkle Avenue, SW
              264               61.9%        NAP          NAP     392 North Street
              265               61.1%        NAP          NAP     56-59-61 Airport Boulevard
              266                0.4%      36.1%         0.4%     240 Martin Rd Sw
              267               40.9%        NAP          NAP     2500 Columbia Pike
              268               45.3%        NAP          NAP     2869 Wilshire Drive
              269               54.2%        NAP          NAP     109 River Landing Drive
              270               61.6%        NAP          NAP     8620 Spring Cypress
              271               69.6%        NAP          NAP     29620 IH-10 W
              272               71.6%        NAP          NAP     105 Heritage Riverwood Drive
              273               20.6%      56.1%        46.5%     2425 North Dodge Boulevard
                                49.3%        NAP          NAP
              274               49.3%        NAP          NAP     3670-3680 Park Blvd.
              275               49.3%        NAP          NAP     3602-3608 Park Blvd.
              276               48.7%        NAP          NAP     21303 Mountain Highway
              277               64.9%        NAP          NAP     1144 Houston Levee Road North
              278               57.5%        NAP          NAP     26901 Cannon Road
              279               60.7%        NAP          NAP     950 Celebration Blvd
              280               64.3%        NAP          NAP     220 Crestway Drive
              281               62.9%        NAP          NAP     3601 West Stan Schlueter Loop
              282               50.0%        NAP          NAP     1890 South Walnut Avenue
              283               58.3%        NAP          NAP     137 S.Main Street
              284               59.3%        NAP          NAP     2721 South Ellsworth Road
              285               60.7%        NAP          NAP     541 New York Drive
              286               64.5%        NAP          NAP     17036 Kenton Drive
              287               33.5%      86.4%        62.6%     10009 West 83Rd Terrace
              288               66.8%        NAP          NAP     607 Park Avenue
              289               62.2%        NAP          NAP     1720, 1750, 1770 Old Springhouse Lane
              290               64.6%        NAP          NAP     2330 NW. Campus Drive
              291               67.9%        NAP          NAP     6035 Bakers Ferry Road
              292               62.8%        NAP          NAP     2944-2974 Grand Island Blvd. & 2454-2462 Baseline Roa
              293               58.4%        NAP          NAP     1425 East 6th Street
              294               68.9%        NAP          NAP     6509 University Avenue
              295               68.0%        NAP          NAP     6124 Hickory Flat Highway
              296               66.6%        NAP          NAP     3203 Freedom Boulevard
              297               65.1%        NAP          NAP     71 Veterans Highway N
              298               55.5%        NAP          NAP     3101 & 3105 American Legion Road
              299               49.2%        NAP          NAP     275 North Reynoldsburg-New Albany Road
              300               40.5%        NAP          NAP     14213 7th Street
              301               46.5%        NAP          NAP     3836 Washington Road
              302               32.2%        NAP          NAP     3167 Van Buren Boulevard
              303               65.4%        NAP          NAP     501 South Main Street
              304               60.6%        NAP          NAP     8670 Thompson Drive
              305               64.6%        NAP          NAP     3675 Southwind Park Drive
              306               58.1%        NAP          NAP     5500 Forest PL
              307               63.0%        NAP          NAP     1320 Caldwell Boulevard
              308               65.1%        NAP          NAP     1215 South Country Club Drive
                                70.1%        NAP          NAP
              309               70.1%        NAP          NAP     3308 N Highland Avenue
              310               70.1%        NAP          NAP     2270 Old Russellville Pike
              311               66.6%        NAP          NAP     5321-5333 S. Main Street
              312               67.0%        NAP          NAP     2750 West Main Street
              313               56.9%        NAP          NAP     11930-11950 Starcrest Drive
              314               74.9%        NAP          NAP     200 Industrial Dr
              315               57.4%        NAP          NAP     1402 East Milam Street
              316               58.3%        NAP          NAP     201 North Wilson Road
              317               64.0%        NAP          NAP     4336 Virginia Beach Boulevard
              318               48.7%        NAP          NAP     1222 NW Madras HWY

TOTALS AND WEIGHTED AVERAGES:   60.5%


           MORTGAGE
           LOAN NO.                 CITY             STATE            ZIP CODE                  PROPERTY TYPE
-----------------------------------------------------------------------------------------------------------------------------


               1               Sunnyvale               CA               94086              Industrial
               2               Hayward                 CA               94544              Industrial
               3               Santa Clara             CA               95050              Industrial
               4               Hayward                 CA               94544              Industrial
               5               Fremont                 CA               94538              Industrial
               6               San Jose                CA               95131              Industrial
               7               Milpitas                CA               95035              Industrial
               8               Hayward                 CA               94544              Industrial
               9               Hayward                 CA               94544              Industrial
               10              Oakland                 CA               94621              Industrial
               11              San Jose                CA               95131              Industrial
               12              Hayward                 CA               94545              Industrial
               13              Hayward                 CA               94544              Industrial
               14              Fremont                 CA               94538              Industrial
               15              San Jose                CA               95125              Industrial
               16              Milpitas                CA               95035              Industrial
               17              Fremont                 CA               94538              Industrial
               18              Milpitas                CA               95035              Industrial
               19              Hayward                 CA               94545              Industrial
               20              San Leandro             CA               94577              Industrial
               21              Hayward                 CA               94545              Industrial
               22              Milpitas                CA               95035              Industrial
               23              Hayward                 CA               94545              Industrial
               24              Milpitas                CA               95035              Industrial
               25              Natick                  MA               01760              Retail
               26              Pittsburgh              PA               15219              Office
               27              Rosemont                IL               60018              Hospitality
               28              New York City           NY               10007              Office
               29              Rosslyn                 VA               22209              Multifamily
               30              Newark                  NJ               07102              Office
               31              Rockville               MD               20850              Office
               32              Aventura                FL               33180              Office
               33              Stamford                CT               06091              Multifamily
               34              Washington              DC               20003              Hospitality
               35              Denver                  CO               80202              Office
               36              Memphis                 TN               38116              Multifamily
               37              Memphis                 TN               38116              Multifamily
               38              Glenview                IL               60025              Office
               39              Brandon                 FL               33510              Office
               40              Carmel                  IN               46290              Office
               41              Pewaukee                WI               53188              Office
               42              Bedford Heights         OH               44146              Multifamily

               43              North Charleston        SC               29406              Office
               44              Jacksonville            FL               32254              Industrial
               45              Jacksonville            FL               32254              Industrial
               46              Hamilton                OH               45015              Industrial
               47              Hamilton                OH               45015              Industrial
               48              Savannah                GA               31401              Hospitality
               49              Allison Park            PA               15101              Multifamily
               50              Lakewood                CA               90713              Retail
               51              Woolwich Township       NJ               08085              Multifamily

               52              Puyallup                WA               98371              Office
               53              Bremerton               WA               98312              Office
               54              University Place        WA               98466              Office
               55              Kennewick               WA               99336              Office
               56              Aberdeen                WA               98520              Office
               57              Seattle                 WA               98134              Office
               58              Sarasota                FL               34236              Mixed Use
               59              Fountain Valley         CA               92708              Retail
               60              Philadelphia            PA               19106              Mixed Use
               61              San Marcos              TX               78666              Multifamily
               62              Thousand Oaks           CA               91360              Retail
               63              Fort Collins            CO               80526              Multifamily
               64              Pickerington            OH               43147              Retail
               65              North Fort Myers        FL               33903              Manufactured Housing Community
               66              Lansdowne               VA               20176              Office
               67              Chicago                 IL   60620/60621/60619/60617/60629  Multifamily
               68              Cincinnati              OH               45249              Office
               69              Rochester               NY               10019              Mixed Use
               70              Hopewell                VA               23860              Retail
               71              San Gabriel             CA               91775              Retail
               72              San Gabriel             CA               91775              Retail
               73              Athens                  GA               30605              Multifamily
               74              Salt Lake City          UT               84107              Office
               75              Columbia                SC               29201              Industrial
               76              Baytown                 TX               77521              Multifamily
               77              Santa Rosa              CA               95403              Industrial
               78              Memphis                 TN               38016              Retail
               79              Ann Arbor               MI               48108              Office
               80              Los Angeles             CA               91403              Office
               81              Albany                  NY               12205              Multifamily
               82              Carlsbad                CA               92008              Retail
               83              Durham                  NC               27701              Office

               84              Wichita Falls           TX               76302              Multifamily
               85              Wichita Falls           TX               76308              Multifamily
               86              Wichita Falls           TX               76308              Multifamily
               87              Darien                  IL               60561              Retail
               88              Richmond                VA               23231              Retail
               89              Santa Ana               CA               92705              Office
               90              Grand Blanc             MI               48439              Office
               91              Sumter                  SC               29150              Multifamily
               92              Manheim Township        PA               17601              Office

               93              San Diego               CA               92103              Multifamily
               94              San Diego               CA               92103              Multifamily
               95              San Diego               CA               92109              Multifamily
               96              San Diego               CA               92109              Multifamily
               97              San Diego               CA               92109              Multifamily
               98              San Diego               CA               92107              Multifamily
               99              San Diego               CA               92103              Multifamily
              100              Grand Chute             WI               54914              Hospitality
              101              Augusta                 GA               30813              Hospitality
              102              Walnut                  CA               91789              Retail
              103              Buena Park              CA               90621              Retail
              104              Louisville              KY               40241              Multifamily
              105              Seabrook                TX               77586              Multifamily

              106              Columbus                OH               43213              Multifamily
              107              Mansfield               OH               44905              Multifamily
              108              Clute                   TX               77531              Multifamily
              109              Plano                   TX               75093              Hospitality
              110              Portland                ME               04102              Office
              111              Evansville              IN               47710              Office
              112              Miami                   FL               33166              Hospitality
              113              Park City               UT               84060              Mixed Use
              114              Chicago                 IL               60614              Multifamily
              115              Indianapolis            IN               46205              Multifamily
              116              Nassau Bay              TX               77058              Multifamily
              117              Lake Worth              FL               33461              Multifamily
              118              Clarkston               MI               48346              Multifamily
              119              Dallas                  TX               75220              Multifamily
              120              Canton Township         MI               48187              Retail
              121              Savannah                GA               31406              Office
              122              San Antonio             TX               78205              Hospitality
              123              Newport News            VA               23603              Hospitality
              124              Southfield              MI               48034              Multifamily
              125              Alameda                 CA               94501              Mixed Use
              126              Pasadena                CA               91101              Retail
              127              Wilmington              NC               28405              Hospitality
              128              Folsom                  CA               95630              Office
              129              Boston                  MA               02134              Multifamily
              130              Vero Beach              FL               32966              Multifamily
              131              Vero Beach              FL               32966              Multifamily
              132              Orlando                 FL               32819              Retail
              133              Denver                  CO               80231              Multifamily
              134              Plymouth                IN               46563              Industrial
              135              Greenville              SC               29607              Office
              136              Reno                    NV               89502              Retail
              137              Jupiter                 FL               33458              Retail
              138              Dunwoody                GA               30338              Retail
              139              North Little Rock       AR               72116              Multifamily
              140              Madison                 MS               39110              Retail
              141              Melbourne               FL               32940              Office
              142              Ruston                  LA               71270              Multifamily
              143              Rolling Meadows         IL               60008              Retail
              144              Newport News            VA               23601              Hospitality
              145              Raleigh                 NC               27614              Office
              146              Norfolk                 VA               23513              Office
              147              Phoenix                 AZ               85040              Multifamily
              148              Stanton                 CA               90680              Industrial
              149              Salinas                 CA               93901              Self Storage
              150              Clemmons                NC               27012              Multifamily
              151              Santa Barbara           CA               93110              Self Storage
              152              Hinesville              GA               31313              Retail
              153              Chicago                 IL               60610              Self Storage
              154              Palm Desert             CA               92211              Industrial
              155              Orlando                 FL               32822              Multifamily
              156              Poughkeepsie            NY               12603              Multifamily
              157              Sacramento              CA               95824              Retail
              158              Tucson                  AZ               85719              Multifamily
              159              National City           CA               91950              Hospitality
              160              Gastonia                NC               28054              Multifamily
              161              Nampa                   ID               83651              Retail
              162              Fairfield               CA               94533              Multifamily
              163              Medford                 NY               11763              Hospitality
              164              Newport News            VA               23601              Hospitality
              165              Wailuku                 HI               96793              Mixed Use
              166              Naples                  FL               34104              Multifamily
              167              Hampton                 VA               23669              Multifamily
              168              Columbus                OH               43004              Industrial
              169              Palm Coast              FL               32137              Office
              170              Evans                   GA               30809              Retail
              171              Springtown              TX               76082              Retail
              172              Richmond Hill           GA               31324              Multifamily
              173              Lexington               KY               40511              Industrial
              174              Marana                  AZ               85743              Retail
              175              Fort Pierce             FL               34945              Industrial
              176              Buckeye Lake            OH               43008              Manufactured Housing Community
              177              Camillus                NY               18519              Retail
              178              Jacksonville            NC               28540              Hospitality

              179              Norman                  OK               73072              Self Storage
              180              Ardmore                 OK               73401              Self Storage
              181              Galloway                OH               43119              Retail
              182              Lexington               SC               29072              Multifamily
              183              Lexington               SC               29072              Multifamily
              184              Peoria                  IL               61614              Office
              185              Tallahassee             FL               32308              Multifamily
              186              Durham                  NC               27703              Hospitality
              187              Norcross                GA               30071              Hospitality
              188              Orange Park             FL               32065              Self Storage
              189              Springfield             OR               97477              Hospitality
              190              Virginia Beach          VA               23462              Office
              191              Charlottesville         VA               22903              Multifamily
              192              Ann Arbor               MI               48103              Multifamily
              193              San Antonio             TX               78204              Hospitality
              194              Kansas City             MO               64118              Multifamily
              195              Columbia Township       OH               45230              Multifamily
              196              Waterville              ME               04901              Multifamily
              197              Houston                 TX               77065              Retail
              198              Yorba Linda             CA               92886              Retail
              199              Costa Mesa              CA               92626              Industrial
              200              Santa Barbara           CA               93101              Office
              201              Forest Grove            OR               97116              Retail
              202              Waynesboro              VA               22980              Retail
              203              Waycross                GA               31501              Retail
              204              Ft. Meyers              FL               33912              Office
              205              Sioux Falls             SD               57108              Office
              206              Tallahassee             FL               32308              Multifamily
              207              Vero Beach              FL               32960              Multifamily
              208              Brownsville             TX               78520              Hospitality
              209              Pooler                  GA               31322              Retail

              210              Belmont                 NH               03825              Multifamily
              211              Barrington              NH               03825              Multifamily
              212              Gonic                   NH               03837              Multifamily
              213              Warner                  NH               03278              Multifamily
              214              Monroe                  MI               48162              Hospitality
              215              La Crosse               WI               54601              Multifamily
              216              Bismarck                ND               58501              Office
              217              Kissimmee               FL               34741              Multifamily
              218              Chester                 VA               23831              Multifamily
              219              Chicago                 IL               60613              Self Storage
              220              Sparta                  NJ               07871              Mixed Use
              221              Skillman                NJ               08558              Office

              222              North Little Rock       AR               72116              Retail
              223              Sherwood                AR               72120              Retail
              224              North Little Rock       AR               72116              Retail
              225              Lakeland                FL               33803              Multifamily
              226              Savannah                GA               31404              Multifamily
              227              Solvang                 CA               93463              Retail
              228              Danville                PA               17821              Hospitality
              229              Marysville              OH               43040              Retail
              230              Walterboro              SC               29488              Hospitality
              231              Ocala                   FL               34476              Retail
              232              Madeville               LA               70448              Self Storage
              233              Salisbury               MD               21801              Retail
              234              Milwuakee               WI               53212              Office
              235              Jackson                 MS               39211              Multifamily
              236              Columbus                GA               31909              Retail
              237              Duluth                  MN               55811              Retail
              238              Columbia                SC               29229              Office
              239              Fort Myers              FL               33912              Self Storage
              240              Potterville             MI               48876              Manufactured Housing Community
              241              Kalamazoo               MI               49009              Hospitality
              242              Woodstock               GA               30188              Multifamily
              243              Phoenix                 AZ               85009              Retail
              244              Lisle                   IL               60532              Industrial
              245              Cornelius               OR               97113              Self Storage
              246              Oklahoma City           OK               73139              Multifamily
              247              Kansas City             KS               66112              Multifamily
              248              Siler City              NC               27344              Multifamily
              249              Las Vegas               NV               89117              Office
              250              West Memphis            AR               72301              Multifamily
              251              Oxford                  AL               36203              Office
              252              Macon                   GA               31201              Industrial
              253              Zanesville              OH               43701              Retail
              254              Tampa                   FL               33625              Retail
              255              Westfield               IN               46074              Retail
              256              Spring Lake             MI               49456              Mixed Use
              257              New Berlin              WI               53151              Industrial
              258              Pooler                  GA               31322              Office
              259              Peoria                  AZ               85382              Retail
              260              Mountain View           CA               94043              Retail
              261              Dunkirk                 NY               14048              Retail
              262              New Albany              MS               38652              Retail
              263              Charleston              WV               25303              Office
              264              Meadville               PA               16335              Retail
              265              Morgantown              WV               26505              Multifamily
              266              Huntsville              AL               35824              Multifamily
              267              Arlington               VA               22204              Retail
              268              Orlando                 FL               32835              Mixed Use
              269              Charleston              SC               29492              Office
              270              Spring                  TX               77379              Retail
              271              Boerne                  TX               78006              Self Storage
              272              Central                 SC               29630              Multifamily
              273              Tucson                  AZ               85715              Multifamily

              274              San Diego               CA               92103              Multifamily
              275              San Diego               CA               92103              Multifamily
              276              Spanaway                WA               98387              Self Storage
              277              Cordova (Memphis)       TN               38018              Retail
              278              Bedford Heights         OH               44146              Office
              279              Celebration             FL               34747              Office
              280              Athens                  TX               75751              Retail
              281              Killeen                 TX               76549              Self Storage
              282              New Braunfels           TX               78130              Self Storage
              283              Newtown                 CT               06470              Self Storage
              284              Mesa                    AZ               85212              Retail
              285              Fort Myers              FL               33905              Manufactured Housing Community
              286              Cornelius               NC               28078              Retail
              287              Overland Park           KS               66212              Multifamily
              288              Charleston              WV               25302              Self Storage
              289              Dunwoody                GA               30338              Office
              290              Estacada                OR               97023              Self Storage
              291              Atlanta                 GA               30336              Retail
              292              Grand Island            NY               14072              Multifamily
              293              Big Spring              TX               79720              Multifamily
              294              Middleton               WI               53562              Multifamily
              295              Canton                  GA               30115              Retail
              296              Bryan                   TX               77802              Retail
              297              Huntingdon              TN               38344              Retail
              298              Chesapeake              VA               23321              Office
              299              Columbus                OH               43213              Retail
              300              Victorville             CA               92392              Retail
              301              Martinez                GA               30907              Retail
              302              Riverside               CA               92503              Self Storage
              303              Swainsboro              GA               30401              Retail
              304              Blair                   NE               68008              Manufactured Housing Community
              305              Memphis                 TN               38018              Retail
              306              Macon                   GA               31206              Manufactured Housing Community
              307              Nampa                   ID               83651              Retail
              308              Mesa                    AZ               85210              Retail

              309              Jackson                 TN               38305              Self Storage
              310              Clarksville             TN               37040              Self Storage
              311              Sylvania                OH               43560              Multifamily
              312              League City             TX               77573              Retail
              313              San Antonio             TX               78247              Retail
              314              Lexington               SC               29072              Self Storage
              315              Mexia                   TX               76667              Retail
              316              Columbus                OH               43085              Manufactured Housing Community
              317              Virginia Beach          VA               23452              Retail
              318              Prineville              OR               97754              Self Storage

TOTALS AND WEIGHTED AVERAGES:


            MORTGAGE
            LOAN NO.           PROPERTY SUB-TYPE               UNITS/SF(5)                    YEAR BUILT
-----------------------------------------------------------------------------------------------------------------------------


               1               Flex Industrial                     287,300                        1979
               2               Flex Industrial                     630,944                        1986
               3               Flex Industrial                     320,505                        1996
               4               Flex Industrial                     459,833                     1989/1994
               5               Flex Industrial                     333,983                        1988
               6               Flex Industrial                     315,600                        1979
               7               Flex Industrial                     202,762                     1977-1997
               8               Flex Industrial                     128,700                        1983
               9               Flex Industrial                     176,056                        1984
               10              Flex Industrial                     199,733                        1977
               11              Flex Industrial                     164,089                        1980
               12              Flex Industrial                     248,860                        1978
               13              Flex Industrial                     116,941                        1997
               14              Flex Industrial                     103,920                        1991
               15              Flex Industrial                     212,840                        1988
               16              Flex Industrial                     120,600                        1992
               17              Flex Industrial                     198,676                        1993
               18              Flex Industrial                     100,497                        1993
               19              Flex Industrial                      82,796                        1989
               20              Flex Industrial                     113,196                        1977
               21              Flex Industrial                      69,438                        1985
               22              Flex Industrial                      44,517                        1991
               23              Flex Industrial                     148,665                        1981
               24              Flex Industrial                      36,120                        1996
               25              Anchored                            613,603                        1966
               26              Urban                             1,010,905                        1982
               27              Full Service                            525                        1984
               28              Urban                               573,735                        1987
               29              Mid-Rise                                366                     1987-1989
               30              Urban                               327,135                        1987
               31              Urban                               238,437                        1972
               32              Suburban                            217,056                        2003
               33              Mid-Rise                                270                     1956/1963
               34              Limited Service                         204                        2006
               35              Urban                               394,153                        1954
               36              Garden                                  912                     1970/1971
               37              Garden                                  252                        1964
               38              Suburban                            256,700                        1965
               39              Suburban                            202,076                   2000/2001/2006
               40              Suburban                            305,122                   1986/1987/1989
               41              Suburban                            178,900                     2000/2003
               42              Mid-Rise                                622                        1973

               43              Suburban                            155,814                        1984
               44              Warehouse                           121,345                        1973
               45              Warehouse                           106,000                        1974
               46              Warehouse                            54,000                        2000
               47              Warehouse                            45,000                        2003
               48              Limited Service                         133                        2005
               49              Garden                                  352                     1999-2004
               50              Anchored                            106,721                     1954/2000
               51              Garden                                  229                        2005

               52              Suburban                             35,258                        1906
               53              Suburban                             30,320                        1971
               54              Medical                              28,502                        1969
               55              Suburban                             23,067                        1980
               56              Suburban                             23,559                        1980
               57              Suburban                             14,960                        1948
               58              Office/Retail                       115,404                     1924/2005
               59              Unanchored                           74,916                        2006
               60              Office/Retail                       194,039                        1957
               61              Student Housing                         240                        2005
               62              Shadow Anchored                      62,496                        1972
               63              Garden                                  208                        2000
               64              Anchored                            105,511                   1986-2000/2006
               65              Manufactured Housing Community          616                        1974
               66              Medical                              66,875                        2000
               67              Garden                                  240                     1923-1966
               68              Suburban                            176,896                        1986
               69              Office/Industrial                   259,191                        1940
               70              Anchored                            233,702                        1972
               71              Anchored                             14,666                        2006
               72              Free Standing                        15,740                        2006
               73              Student Housing                         154                        1988
               74              Suburban                            111,405                        1985
               75              Light Industrial                    590,000  1962/1974/1975/1985/1990/1991/1994/1997/1999/2000
               76              Garden                                  392                        1983
               77              Flex Industrial                     143,750                        1998
               78              Unanchored                           61,333                        1989
               79              Suburban                             85,833                        1997
               80              Suburban                             80,362                        1964
               81              Garden                                  185                     1995/1996
               82              Anchored                             34,327                        2006
               83              Suburban                             82,523                        1998

               84              Garden                                  114                        1967
               85              Garden                                  120                        1975
               86              Garden                                   63                        1971
               87              Shadow Anchored                      32,136                        2004
               88              Anchored                            109,405                        1979
               89              Suburban                            101,101                        1989
               90              Medical                              58,594                        2006
               91              Garden                                  144                        2001
               92              Suburban                             45,702                        2006

               93              Garden                                   22                        1978
               94              Garden                                   21                        1912
               95              Garden                                    6                        1990
               96              Garden                                    5                        1991
               97              Garden                                    6                        1990
               98              Garden                                   13                        1959
               99              Garden                                    8                        1920
              100              Full Service                            228                     1981-1985
              101              Limited Service                         130                        2005
              102              Shadow Anchored                      39,701                        1984
              103              Shadow Anchored                      26,198                        2005
              104              Garden                                  236                        1972
              105              Garden                                  198                        1968

              106              Garden                                  192                        1972
              107              Garden                                  165                     1971-1974
              108              Garden                                  256                        1985
              109              Limited Service                         131                        1996
              110              Medical                              31,298                        1987
              111              Medical                              28,882                        1983
              112              Limited Service                         129                        1996
              113              Office/Retail                        41,902                        1995
              114              High-Rise                                99                        1920
              115              Garden                                  398                     1965-1972
              116              Garden                                  162                        1968
              117              Garden                                  288                        1995
              118              Garden                                  264                        1995
              119              Garden                                  310                        1966
              120              Shadow Anchored                      59,260                        1986
              121              Suburban                             57,523                     1996-1997
              122              Limited Service                          82                        1878
              123              Limited Service                         159                        1985
              124              Garden                                  256                        1996
              125              Retail/Multifamily                       93                        1926
              126              Unanchored                           84,063                       1930's
              127              Limited Service                         124                        1990
              128              Suburban                             38,273                        2004
              129              Mid-Rise                                 29                        1910
              130              Garden                                  184                        2001
              131              Garden                                  184                        2001
              132              Unanchored                           40,000                        1985
              133              Garden                                  220                        1996
              134              Warehouse                           300,500                        2000
              135              Suburban                             76,800                        1996
              136              Unanchored                           51,908                        1988
              137              Anchored                             27,523                        2006
              138              Anchored                             83,747                     1973/1990
              139              Garden                                  108                        1968
              140              Shadow Anchored                      41,083                        2005
              141              Suburban                             83,453           1991/1993/1994/1996/1997/2000
              142              Student Housing                         138                     1978-1989
              143              Shadow Anchored                      33,941                        1999
              144              Full Service                            122                        2003
              145              Suburban                             40,766                        2004
              146              Suburban                             70,388                        1988
              147              Garden                                  224                        1995
              148              Warehouse                           114,104                        1960
              149              Self Storage                         94,415                        2000
              150              Garden                                  152                        1972
              151              Self Storage                         69,035                        1989
              152              Anchored                            160,942                        1986
              153              Self Storage                         55,766                        1920
              154              Warehouse                            52,164                        2006
              155              Garden                                  216                        1996
              156              Garden                                  156                        1997
              157              Unanchored                           49,690                        1974
              158              Student Housing                          88                        1972
              159              Limited Service                          91                        1986
              160              Garden                                  176                        1986
              161              Unanchored                          150,000                        2003
              162              Garden                                  100                        1975
              163              Limited Service                          75                        1976
              164              Limited Service                         150                        1969
              165              Office/Retail                        29,993                        1993
              166              Garden                                  176                        1996
              167              Senior Housing                          138                        2004
              168              Flex Industrial                     146,000                     1996/1998
              169              Suburban                             26,076                        2003
              170              Unanchored                           28,600                        2006
              171              Anchored                             62,718                        1996
              172              Garden                                  233                        1995
              173              Warehouse                            98,475                        2006
              174              Unanchored                           21,600                        2006
              175              Warehouse                           141,850                        2006
              176              Manufactured Housing Community          262                        1975
              177              Unanchored                           95,060                        1958
              178              Limited Service                         121                        1962

              179              Self Storage                         95,705                     1940/1994
              180              Self Storage                         38,575                        1992
              181              Shadow Anchored                      28,538                        1995
              182              Garden                                  152                        1996
              183              Garden                                   48                        1996
              184              Medical                              34,996                   1984/1985/1991
              185              Garden                                  184                        1993
              186              Limited Service                         125                        1998
              187              Limited Service                         118                        1996
              188              Self Storage                         86,950                        1998
              189              Limited Service                          58                        1993
              190              Suburban                             45,755                        1989
              191              Garden                                   24                        2005
              192              Garden                                  144                        1999
              193              Limited Service                          72                        1996
              194              Garden                                  158                        1995
              195              Garden                                   91                        1970
              196              Garden                                  132                        1972
              197              Unanchored                           54,400                        1995
              198              Unanchored                           11,791                        1990
              199              Warehouse                            35,920                        1974
              200              Suburban                             18,062                        1988
              201              Unanchored                           35,322                        1966
              202              Shadow Anchored                      23,926                     2005/2006
              203              Anchored                            117,212                     1973-1977
              204              Suburban                             57,696                     1986-1994
              205              Suburban                             26,232                        2006
              206              Garden                                  160                        1995
              207              Garden                                  180                        1995
              208              Limited Service                          74                        2001
              209              Unanchored                           31,049                        2006

              210              Garden                                   32                        1983
              211              Garden                                   33                        1970
              212              Garden                                   18                        1980
              213              Garden                                   12                        1970
              214              Limited Service                          74                        2000
              215              Garden                                  105                        1991
              216              Urban                                93,818                        1976
              217              Garden                                  185                        1994
              218              Garden                                  126                        1995
              219              Self Storage                         56,676                        1924
              220              Retail/Office/Multifamily            16,784                     1910/1940
              221              Suburban                             13,078                     1880/1900

              222              Unanchored                           30,400                        1986
              223              Unanchored                           23,450                        1986
              224              Unanchored                           12,000                        1976
              225              Garden                                   60                        1989
              226              Garden                                  136                        1947
              227              Unanchored                           21,960                        1960
              228              Limited Service                          77                        1965
              229              Shadow Anchored                      15,576                        2006
              230              Limited Service                          78                        1996
              231              Unanchored                           78,785                   1986/1987/1999
              232              Self Storage                         41,138                        1998
              233              Unanchored                           22,675                     1994/2005
              234              Urban                                43,433                        1960
              235              Garden                                   97                        1972
              236              Unanchored                           53,799                     1964/1970
              237              Free Standing                        30,750                        1993
              238              Suburban                             55,810                        2005
              239              Self Storage                         45,447              1976/1977/1978/1987/1990
              240              Manufactured Housing Community          280                        1985
              241              Limited Service                          62                        1998
              242              Garden                                   60                        1986
              243              Unanchored                           23,798                        2005
              244              Flex Industrial                      46,720                     1987-1988
              245              Self Storage                         45,725                        1988
              246              Garden                                  112                        1972
              247              Garden                                   63                     1997/1998
              248              Garden                                   72                        1978
              249              Suburban                             15,645                        2003
              250              Garden                                  128                        1996
              251              Suburban                             23,197                   1950/1997/2005
              252              Warehouse                            44,771                        2006
              253              Free Standing                        10,195                        1999
              254              Shadow Anchored                      12,000                        2004
              255              Free Standing                        14,820                        2006
              256              Warehouse/Office                     93,792                        1974
              257              Flex Industrial                      69,200                        1978
              258              Suburban                             19,970                     2003/2004
              259              Shadow Anchored                       9,082                        2006
              260              Unanchored                            8,310                        1988
              261              Free Standing                        10,125                        1999
              262              Shadow Anchored                      45,400                        1995
              263              Urban                                49,469                        1963
              264              Free Standing                        10,125                        1999
              265              Garden                                   42                     2004/2006
              266              Garden                                  181                        1993
              267              Unanchored                           19,433                        1939
              268              Office/Retail                        16,823                        2005
              269              Suburban                             12,230                        2005
              270              Unanchored                           13,145                        2005
              271              Self Storage                         34,100                        2000
              272              Garden                                   48                        2004
              273              Garden                                   80                        2000

              274              Garden                                   19                       1960's
              275              Garden                                   10                       1960's
              276              Self Storage                         52,483                        2002
              277              Shadow Anchored                      19,435                        2004
              278              Suburban                             23,892                        2000
              279              Suburban                             12,185                        2002
              280              Unanchored                           20,240                     2003/2004
              281              Self Storage                         44,100                        2004
              282              Self Storage                         63,555                        2004
              283              Self Storage                         35,420                        2001
              284              Unanchored                            8,400                        2005
              285              Manufactured Housing Community          104                        1968
              286              Unanchored                           19,690                        2005
              287              Garden                                   60                        1978
              288              Self Storage                         53,915                        1999
              289              Suburban                             20,924                        1972
              290              Self Storage                         48,947                        2001
              291              Unanchored                           10,707                        2005
              292              Garden                                   62                     1965/1972
              293              Garden                                   78                        1963
              294              Garden                                   42                        1965
              295              Unanchored                           10,360                        2006
              296              Shadow Anchored                      10,141                        1996
              297              Shadow Anchored                      16,290                        2003
              298              Suburban                             20,041                     1983/1988
              299              Unanchored                           10,000                        2003
              300              Anchored                              5,939                        2005
              301              Unanchored                           17,604                        2001
              302              Self Storage                         59,294                        1984
              303              Shadow Anchored                      41,402                        1988
              304              Manufactured Housing Community          116                        1973
              305              Unanchored                           11,057                        2004
              306              Manufactured Housing Community          156                        1975
              307              Shadow Anchored                       5,485                        2004
              308              Unanchored                            4,549                        2005

              309              Self Storage                         20,975                        1986
              310              Self Storage                         17,150                        2004
              311              Garden                                   38                        1971
              312              Unanchored                            7,966                        2001
              313              Unanchored                           24,380                        1987
              314              Self Storage                         36,162                        2000
              315              Shadow Anchored                      10,080                        2005
              316              Manufactured Housing Community           77                        1954
              317              Unanchored                            5,150                        1960
              318              Self Storage                         43,619                        2001

TOTALS AND WEIGHTED AVERAGES:


             MORTGAGE                                PERCENT   PERCENT LEASED  SECURITY     LIEN
             LOAN NO.            YEAR RENOVATED     LEASED(6)  AS OF DATE(6)   TYPE(7)    POSITION
--------------------------------------------------------------------------------------------------


                1                      NAP            100.0%     11/06/2006    Fee         First
                2                      NAP             89.1%     11/06/2006    Fee         First
                3                      NAP            100.0%     11/06/2006    Fee         First
                4                      NAP            100.0%     11/06/2006    Fee         First
                5                      NAP             71.2%     11/06/2006    Fee         First
                6                      NAP             98.4%     11/06/2006    Fee         First
                7                      NAP            100.0%     11/06/2006    Fee         First
                8                      NAP             75.5%     11/06/2006    Fee         First
                9                      NAP             96.7%     11/06/2006    Fee         First
                10                     NAP            100.0%     11/06/2006    Fee         First
                11                     NAP            100.0%     11/06/2006    Fee         First
                12                     NAP            100.0%     11/06/2006    Fee         First
                13                     NAP            100.0%     11/06/2006    Fee         First
                14                     NAP            100.0%     11/06/2006    Fee         First
                15                     NAP            100.0%     11/06/2006    Fee         First
                16                     NAP            100.0%     11/06/2006    Fee         First
                17                     NAP             70.5%     11/06/2006    Fee         First
                18                     NAP            100.0%     11/06/2006    Fee         First
                19                     NAP            100.0%     11/06/2006    Fee         First
                20                     NAP             69.1%     11/06/2006    Fee         First
                21                     NAP            100.0%     11/06/2006    Fee         First
                22                     NAP            100.0%     11/06/2006    Fee         First
                23                     NAP             68.7%     11/06/2006    Fee         First
                24                     NAP            100.0%     11/06/2006    Fee         First
                25                    1994             93.9%     08/07/2006    Fee         First
                26                     NAP             83.1%     10/01/2006    Fee         First
                27                  2002-2005          73.4%     09/30/2006    Fee         First
                28                     NAP            100.0%     08/28/2006    Fee         First
                29                  2002-2006          96.5%     10/01/2006    Fee         First
                30                    1992             97.9%     11/01/2006    Fee         First
                31                    2001             91.9%     11/01/2006    Fee         First
                32                     NAP             89.7%     11/01/2006    Fee         First
                33                    1999             98.1%     08/28/2006    Fee         First
                34                     NAP             72.6%     06/22/2006    Fee         First
                35                  2002/2005          92.1%     10/18/2006    Fee         First
                36                  2005/2006          86.5%     10/19/2006    Fee         First
                37                  2005/2006          92.9%     10/18/2006    Fee         First
                38                    2000            100.0%     12/01/2006    Fee         First
                39                     NAP            100.0%     08/01/2006    Fee         First
                40                    2002             93.2%     10/31/2006    Fee         First
                41                     NAP            100.0%     08/15/2006    Fee         First
                42                    2006             94.1%     10/09/2006    Fee         First

                43                    1996             93.4%     10/03/2006    Fee         First
                44                     NAP            100.0%     10/30/2006    Fee         First
                45                     NAP            100.0%     10/30/2006    Fee         First
                46                     NAP            100.0%     09/30/2006    Fee         First
                47                     NAP            100.0%     09/30/2006    Fee         First
                48                     NAP             82.6%     08/31/2006    Fee         First
                49                     NAP             86.9%     10/01/2006    Fee         First
                50                  1970/1984          95.3%     09/05/2006    Fee         First
                51                     NAP             99.1%     11/07/2006    Fee         First

                52                    2005             77.6%     03/01/2006    Fee         First
                53                    1990            100.0%     03/01/2006    Fee         First
                54                    2002            100.0%     03/01/2006    Fee         First
                55                     NAP            100.0%     03/01/2006    Fee         First
                56                    1995            100.0%     03/01/2006    Fee         First
                57                    2005            100.0%     03/01/2006    Fee         First
                58                     NAP             93.0%     08/31/2006    Fee         First
                59                     NAP             92.0%     09/15/2006    Fee         First
                60                  1996-2000          91.1%     10/05/2006    Fee         First
                61                     NAP             92.7%     10/25/2006    Fee         First
                62                    2005            100.0%     11/01/2006    Fee         First
                63                     NAP             96.2%     05/25/2006    Fee         First
                64                     NAP            100.0%     09/05/2006    Fee         First
                65                     NAP             88.3%     07/01/2006    Fee         First
                66                     NAP             99.5%     09/30/2006    Fee         First
                67                    2006             97.3%     10/23/2006    Fee         First
                68                    1998             89.4%     10/02/2006    Fee         First
                69                    2001             85.8%     08/22/2006    Fee         First
                70                  1995-1999          95.7%     10/30/2006    Fee         First
                71                     NAP             92.8%     10/10/2006    Fee         First
                72                     NAP            100.0%     07/24/2006    Fee         First
                73                     NAP            100.0%     09/13/2006    Fee         First
                74                  2005-2006          96.2%     09/28/2006    Fee         First
                75             1968/1998/1999/2000    100.0%     12/01/2006    Fee         First
                76                     NAP             93.9%     08/01/2006    Fee         First
                77                     NAP            100.0%     11/27/2006    Fee         First
                78                     NAP             97.2%     10/05/2006    Fee         First
                79                     NAP            100.0%     08/31/2006    Fee         First
                80                     NAP             98.6%     08/01/2006    Fee         First
                81                     NAP             99.0%     09/01/2006    Fee         First
                82                     NAP             97.1%     09/30/2006    Fee         First
                83                     NAP            100.0%     07/19/2006    Fee         First

                84                     NAP             94.7%     08/30/2006    Fee         First
                85                     NAP             94.2%     09/07/2006    Fee         First
                86                     NAP             87.3%     09/07/2006    Fee         First
                87                     NAP             90.7%     09/05/2006    Fee         First
                88                  1985/1995          94.7%     11/17/2006    Fee         First
                89                     NAP             95.1%     09/01/2006    Fee         First
                90                     NAP             84.1%     10/27/2006    Leasehold   First
                91                     NAP             95.8%     10/24/2006    Fee         First
                92                     NAP            100.0%     06/30/2006    Fee         First

                93                     NAP            100.0%     10/13/2006    Fee         First
                94                  2002/2006         100.0%     10/13/2006    Fee         First
                95                     NAP            100.0%     09/01/2006    Fee         First
                96                     NAP            100.0%     09/01/2006    Fee         First
                97                     NAP             83.4%     09/01/2006    Fee         First
                98                     NAP            100.0%     10/13/2006    Fee         First
                99                     NAP            100.0%     10/13/2006    Fee         First
               100                  2003-2004          66.0%     09/01/2006    Fee         First
               101                     NAP             53.5%     09/20/2006    Fee         First
               102                     NAP            100.0%     10/01/2006    Fee         First
               103                     NAP            100.0%     08/20/2006    Fee         First
               104                     NAP             93.2%     08/01/2006    Fee         First
               105                     NAP             95.5%     08/01/2006    Fee         First

               106                    2004             96.9%     07/20/2006    Fee         First
               107                     NAP             92.1%     07/20/2006    Fee         First
               108                    2003             97.7%     08/01/2006    Fee         First
               109                    2001             67.7%     08/31/2006    Fee         First
               110                    2005            100.0%     10/13/2006    Fee         First
               111                  1991/2004         100.0%     10/12/2006    Fee         First
               112                  2004-2005          83.0%     06/30/2006    Fee         First
               113                     NAP             86.0%     08/15/2006    Fee         First
               114                  2003-2006         100.0%     10/17/2006    Fee         First
               115                  1999-2003          77.4%     08/25/2006    Fee         First
               116                     NAP             97.5%     08/01/2006    Fee         First
               117                     NAP             97.2%     09/22/2006    Fee         First
               118                     NAP             86.7%     09/21/2006    Fee         First
               119                    1996             96.5%     08/31/2006    Fee         First
               120                     NAP            100.0%     10/01/2006    Fee         First
               121                     NAP             96.1%     09/01/2006    Fee         First
               122                    2004             72.2%     06/30/2006    Fee         First
               123                     NAP             70.0%     03/01/2006    Fee         First
               124                     NAP             96.9%     09/21/2006    Fee         First
               125                  1997/2002         100.0%     09/26/2006    Fee         First
               126                    1983            100.0%     10/24/2006    Fee         First
               127                     NAP             61.9%     06/30/2006    Fee         First
               128                     NAP             94.6%     06/30/2006    Fee         First
               129                    2002            100.0%     10/03/2006    Fee         First
               130                     NAP             96.7%     09/21/2006    Fee         First
               131                     NAP             96.7%     09/21/2006    Fee         First
               132                     NAP             72.3%     01/01/2006    Fee         First
               133                     NAP             95.0%     09/20/2006    Fee         First
               134                    2003            100.0%     12/01/2006    Fee         First
               135                     NAP            100.0%     05/01/2006    Fee         First
               136                    2005             84.5%     08/11/2006    Fee         First
               137                     NAP             80.8%     04/14/2006    Fee         First
               138               1994/2000/2002       100.0%     08/07/2006    Fee         First
               139                     NAP             96.3%     08/31/2006    Fee         First
               140                     NAP            100.0%     11/01/2006    Fee         First
               141                     NAP             87.7%     06/30/2006    Fee         First
               142                     NAP             96.4%     08/31/2006    Fee         First
               143                     NAP             96.2%     08/01/2006    Fee         First
               144                     NAP             71.0%     06/06/2006    Fee         First
               145                     NAP             84.2%     08/23/2006    Fee         First
               146                     NAP            100.0%     09/06/2006    Fee         First
               147                     NAP             90.6%     09/21/2006    Fee         First
               148                    1987             97.1%     10/11/2006    Fee         First
               149                     NAP             89.2%     08/23/2006    Fee         First
               150                     NAP             97.4%     10/16/2006    Fee         First
               151                     NAP             97.5%     09/05/2006    Leasehold   First
               152                    1988             90.3%     08/04/2006    Fee         First
               153                    1984             79.6%     09/19/2006    Fee         First
               154                     NAP            100.0%     11/27/2006    Fee         First
               155                     NAP             98.6%     09/19/2006    Fee         First
               156                     NAP             98.1%     10/09/2006    Fee         First
               157                  2005-2006         100.0%     08/20/2006    Fee         First
               158                    2005            100.0%     10/05/2006    Fee         First
               159                    1997             62.1%     06/30/2006    Fee         First
               160                     NAP             96.0%     10/16/2006    Fee         First
               161                     NAP            100.0%     12/01/2006    Fee         First
               162                    2002             94.0%     07/01/2006    Fee         First
               163                    2005             81.1%     05/31/2006    Fee         First
               164                    2003             65.0%     03/01/2006    Fee         First
               165                     NAP             95.0%     08/31/2006    Fee         First
               166                     NAP             95.0%     09/27/2006    Fee         First
               167                     NAP            100.0%     09/27/2006    Fee         First
               168                     NAP             95.2%     08/21/2006    Fee         First
               169                     NAP            100.0%     10/01/2006    Fee         First
               170                     NAP             93.7%     09/27/2006    Fee         First
               171                     NAP            100.0%     10/13/2006    Fee         First
               172                     NAP             99.6%     09/18/2006    Fee         First
               173                     NAP            100.0%     08/29/2006    Fee         First
               174                     NAP             94.4%     07/31/2006    Fee         First
               175                     NAP            100.0%     10/10/2006    Fee         First
               176                    1990             98.9%     07/24/2006    Fee         First
               177                    1970            100.0%     05/31/2006    Fee         First
               178                    2003             60.9%     03/01/2006    Fee         First

               179                     NAP             80.0%     09/21/2006    Fee         First
               180                     NAP             93.9%     09/21/2006    Fee         First
               181                     NAP             81.8%     07/13/2006    Fee         First
               182                     NAP             91.5%     09/20/2006    Fee         First
               183                     NAP             91.5%     09/20/2006    Fee         First
               184                     NAP             94.6%     10/01/2006    Fee         First
               185                     NAP             79.3%     09/20/2006    Fee         First
               186                     NAP             62.9%     03/31/2006    Fee         First
               187                     NAP             53.4%     05/30/2006    Fee         First
               188                     NAP             91.0%     10/10/2006    Fee         First
               189                  2005-2006          84.2%     06/30/2006    Fee         First
               190                     NAP            100.0%     09/06/2006    Leasehold   First
               191                     NAP            100.0%     10/23/2006    Fee         First
               192                     NAP             91.0%     09/27/2006    Fee         First
               193                     NAP             69.4%     12/31/2005    Fee         First
               194                     NAP             96.8%     06/30/2006    Fee         First
               195                     NAP             96.0%     08/23/2006    Fee         First
               196                     NAP            100.0%     08/31/2006    Fee         First
               197                    2004             96.3%     06/30/2006    Fee         First
               198                     NAP            100.0%     08/25/2006    Fee         First
               199                    1984            100.0%     09/08/2006    Fee         First
               200                     NAP            100.0%     10/04/2006    Fee         First
               201                     NAP             88.1%     09/30/2006    Fee         First
               202                     NAP            100.0%     09/28/2006    Fee         First
               203                    2005             88.7%     08/03/2006    Leasehold   First
               204                     NAP             84.3%     09/07/2006    Fee         First
               205                     NAP            100.0%     09/19/2006    Fee         First
               206                     NAP             91.9%     09/20/2006    Fee         First
               207                    2005             99.4%     09/21/2006    Fee         First
               208                     NAP             87.5%     10/31/2006    Fee         First
               209                     NAP            100.0%     10/30/2006    Fee         First

               210                     NAP             96.9%     08/31/2006    Fee         First
               211                     NAP            100.0%     08/31/2006    Fee         First
               212                     NAP             94.5%     08/31/2006    Fee         First
               213                     NAP            100.0%     08/31/2006    Fee         First
               214                     NAP             61.3%     06/30/2006    Fee         First
               215                     NAP             95.2%     08/02/2006    Fee         First
               216                     NAP             90.1%     07/01/2006    Fee         First
               217                     NAP             97.8%     09/19/2006    Fee         First
               218                     NAP             96.8%     10/03/2006    Fee         First
               219                    1984             94.6%     09/19/2006    Fee         First
               220                    2006             87.8%     08/17/2006    Fee         First
               221               1980/1987/2003       100.0%     08/01/2006    Fee         First

               222                     NAP            100.0%     08/31/2006    Fee         First
               223                     NAP             90.5%     08/28/2006    Fee         First
               224                    2005            100.0%     08/31/2006    Fee         First
               225                    2004             96.7%     06/05/2006    Fee         First
               226               1981/1996/2004        97.8%     08/15/2006    Fee         First
               227               1975/1984/1990        93.9%     09/01/2006    Fee         First
               228                    2001             60.8%     02/28/2006    Fee         First
               229                     NAP            100.0%     10/18/2006    Fee         First
               230                     NAP             83.8%     06/30/2006    Fee         First
               231                     NAP             97.6%     04/27/2006    Fee         First
               232                     NAP            100.0%     07/17/2006    Fee         First
               233                     NAP            100.0%     11/09/2006    Fee         First
               234                    2004             94.2%     09/01/2006    Fee         First
               235                     NAP             94.8%     08/11/2006    Fee         First
               236                    2005             93.2%     06/20/2006    Fee         First
               237                    2006            100.0%     09/30/2006    Fee         First
               238                     NAP            100.0%     09/01/2006    Fee         First
               239                     NAP             88.9%     08/02/2006    Fee         First
               240                  1992/1996          64.6%     09/06/2006    Fee         First
               241                  2003/2005          67.9%     08/31/2006    Fee         First
               242                    2006             96.7%     08/25/2006    Fee         First
               243                     NAP            100.0%     07/12/2006    Fee         First
               244                  2003-2005         100.0%     11/13/2006    Fee         First
               245                     NAP             95.0%     10/03/2006    Fee         First
               246                     NAP             92.0%     07/08/2006    Fee         First
               247                     NAP            100.0%     09/20/2006    Fee         First
               248                     NAP             98.6%     10/24/2006    Fee         First
               249                     NAP            100.0%     09/14/2006    Fee         First
               250                     NAP             93.0%     09/29/2006    Fee         First
               251                     NAP            100.0%     09/21/2006    Fee         First
               252                     NAP            100.0%     10/23/2006    Fee         First
               253                     NAP            100.0%     12/01/2006    Fee         First
               254                     NAP            100.0%     09/28/2006    Fee         First
               255                     NAP            100.0%     05/01/2006    Fee         First
               256                    1988            100.0%     12/01/2006    Fee         First
               257                     NAP            100.0%     10/12/2006    Fee         First
               258                     NAP            100.0%     12/01/2006    Fee         First
               259                     NAP            100.0%     11/10/2006    Fee         First
               260                     NAP            100.0%     10/19/2006    Fee         First
               261                     NAP            100.0%     12/01/2006    Fee         First
               262                     NAP            100.0%     09/27/2006    Fee         First
               263                  1993/2002         100.0%     08/24/2006    Fee         First
               264                     NAP            100.0%     12/01/2006    Fee         First
               265                     NAP            100.0%     09/01/2006    Fee         First
               266                    2005             97.2%     09/29/2006    Fee         First
               267                     NAP            100.0%     11/30/2006    Fee         First
               268                     NAP             92.7%     09/11/2006    Fee         First
               269                     NAP            100.0%     10/15/2006    Fee         First
               270                     NAP            100.0%     10/17/2006    Fee         First
               271                     NAP             81.1%     08/30/2006    Fee         First
               272                     NAP            100.0%     08/25/2006    Fee         First
               273                     NAP             95.0%     09/21/2006    Fee         First

               274                     NAP            100.0%     09/01/2006    Fee         First
               275                     NAP            100.0%     09/01/2006    Fee         First
               276                     NAP             98.5%     10/03/2006    Fee         First
               277                     NAP            100.0%     08/21/2006    Fee         First
               278                     NAP             90.4%     06/26/2006    Fee         First
               279                     NAP            100.0%     09/12/2006    Fee         First
               280                     NAP             88.1%     09/11/2006    Fee         First
               281                     NAP            100.0%     09/21/2006    Fee         First
               282                     NAP             66.8%     07/01/2006    Fee         First
               283                     NAP             77.6%     09/06/2006    Fee         First
               284                     NAP            100.0%     09/12/2006    Fee         First
               285                     NAP             67.4%     09/12/2006    Fee         First
               286                     NAP             87.7%     07/18/2006    Fee         First
               287                    2006            100.0%     09/20/2006    Fee         First
               288                     NAP             89.5%     09/21/2006    Fee         First
               289                     NAP            100.0%     08/16/2006    Fee         First
               290                     NAP             97.9%     09/26/2006    Fee         First
               291                     NAP             87.6%     09/07/2006    Fee         First
               292                     NAP             95.2%     09/30/2006    Fee         First
               293                     NAP            100.0%     11/09/2006    Fee         First
               294                     NAP             88.0%     01/18/2006    Fee         First
               295                     NAP            100.0%     09/07/2006    Fee         First
               296                     NAP            100.0%     10/12/2006    Fee         First
               297                     NAP            100.0%     06/26/2006    Fee         First
               298                    1998             98.3%     10/06/2006    Fee         First
               299                     NAP            100.0%     12/01/2006    Fee         First
               300                     NAP            100.0%     09/05/2006    Fee         First
               301                     NAP             93.6%     09/01/2006    Fee         First
               302                     NAP             94.6%     08/28/2006    Fee         First
               303                    2006            100.0%     08/23/2006    Fee         First
               304                     NAP             99.1%     08/31/2006    Fee         First
               305                     NAP            100.0%     09/01/2006    Fee         First
               306                     NAP             80.0%     08/06/2006    Fee         First
               307                     NAP            100.0%     09/11/2006    Fee         First
               308                     NAP            100.0%     07/27/2006    Fee         First

               309                     NAP             97.1%     08/23/2006    Fee         First
               310                     NAP             88.2%     08/23/2006    Fee         First
               311                    2004             94.7%     07/01/2006    Fee         First
               312                     NAP            100.0%     09/18/2006    Fee         First
               313                    1999            100.0%     09/15/2006    Fee         First
               314                     NAP             91.4%     08/31/2006    Fee         First
               315                     NAP             85.9%     09/11/2006    Fee         First
               316                     NAP             98.7%     10/04/2006    Fee         First
               317                    1999            100.0%     08/25/2006    Fee         First
               318                     NAP             98.1%     10/03/2006    Fee         First

TOTALS AND WEIGHTED AVERAGES:


                                                                          CUT-OFF DATE              FIRST PAYMENT  FIRST PAYMENT
            MORTGAGE                            RELATED                   BALANCE  PER                  DATE            DATE
            LOAN NO.                         BORROWER LIST                 UNIT OR SF    NOTE DATE   (P&I) (8)       (IO) (8)
--------------------------------------------------------------------------------------------------------------------------------

                                                                                        11/17/2006        NAP        01/01/2007
               1                                                            $     52    11/17/2006        NAP        01/01/2007
               2                                                            $     52    11/17/2006        NAP        01/01/2007
               3                                                            $     52    11/17/2006        NAP        01/01/2007
               4                                                            $     52    11/17/2006        NAP        01/01/2007
               5                                                            $     52    11/17/2006        NAP        01/01/2007
               6                                                            $     52    11/17/2006        NAP        01/01/2007
               7                                                            $     52    11/17/2006        NAP        01/01/2007
               8                                                            $     52    11/17/2006        NAP        01/01/2007
               9                                                            $     52    11/17/2006        NAP        01/01/2007
               10                                                           $     52    11/17/2006        NAP        01/01/2007
               11                                                           $     52    11/17/2006        NAP        01/01/2007
               12                                                           $     52    11/17/2006        NAP        01/01/2007
               13                                                           $     52    11/17/2006        NAP        01/01/2007
               14                                                           $     52    11/17/2006        NAP        01/01/2007
               15                                                           $     52    11/17/2006        NAP        01/01/2007
               16                                                           $     52    11/17/2006        NAP        01/01/2007
               17                                                           $     52    11/17/2006        NAP        01/01/2007
               18                                                           $     52    11/17/2006        NAP        01/01/2007
               19                                                           $     52    11/17/2006        NAP        01/01/2007
               20                                                           $     52    11/17/2006        NAP        01/01/2007
               21                                                           $     52    11/17/2006        NAP        01/01/2007
               22                                                           $     52    11/17/2006        NAP        01/01/2007
               23                                                           $     52    11/17/2006        NAP        01/01/2007
               24                                                           $     52    11/17/2006        NAP        01/01/2007
               25                                                           $    367    09/12/2006        NAP        11/07/2006
               26                                                           $    117    11/29/2006        NAP        01/01/2007
               27                                                           $192,381    11/16/2006    01/08/2012     01/08/2007
               28                                                           $    148    10/03/2006        NAP        11/09/2006
               29                                                           $175,410    10/31/2006        NAP        12/05/2006
               30                                                           $    186    10/24/2006    12/01/2011     12/01/2006
               31                                                           $    236    10/26/2006        NAP        12/01/2006
               32                               32, 68                      $    236    04/28/2006    06/01/2011     06/01/2006
               33                                                           $181,481    09/19/2006        NAP        11/01/2006
               34                                                           $208,122    10/31/2006    12/01/2006         NAP
               35                                                           $     95    10/18/2006        NAP        12/01/2006
               36                               36, 37                      $ 31,057    11/30/2006    01/01/2009     01/01/2007
               37                               36, 37                      $ 31,057    11/30/2006    01/01/2009     01/01/2007
               38                                                           $    131    05/09/2006        NAP        07/01/2006
               39                                                           $    144    09/19/2006        NAP        11/01/2006
               40                                                           $     90    11/01/2006    12/01/2011     12/01/2006
               41                                                           $    141    10/27/2006    12/01/2011     12/01/2006
               42                                                           $ 38,585    11/17/2006    01/05/2010     01/05/2007
                                                                                        11/21/2006    01/05/2010     01/05/2007
               43                                                           $     83    11/21/2006    01/05/2010     01/05/2007
               44                                                           $     26    11/21/2006    01/05/2010     01/05/2007
               45                                                           $     25    11/21/2006    01/05/2010     01/05/2007
               46                                                           $     47    11/21/2006    01/05/2010     01/05/2007
               47                                                           $     44    11/21/2006    01/05/2010     01/05/2007
               48                                                           $172,750    10/10/2006    12/01/2006         NAP
               49                                                           $ 63,352    11/20/2006    01/01/2010     01/01/2007
               50                                                           $    192    10/24/2006        NAP        12/08/2006
               51                                                           $ 87,336    11/27/2006    01/05/2010     01/05/2007
                                                                                        05/26/2006    07/01/2006         NAP
               52                                                           $    123    05/26/2006    07/01/2006         NAP
               53                                                           $    123    05/26/2006    07/01/2006         NAP
               54                                                           $    123    05/26/2006    07/01/2006         NAP
               55                                                           $    123    05/26/2006    07/01/2006         NAP
               56                                                           $    123    05/26/2006    07/01/2006         NAP
               57                                                           $    123    05/26/2006    07/01/2006         NAP
               58                                                           $    154    01/27/2006    03/01/2006         NAP
               59                                                           $    238    10/16/2006    12/01/2007     12/01/2006
               60                                                           $     90    11/20/2006    01/05/2010     01/05/2007
               61                                                           $ 70,833    08/31/2006    10/01/2009     10/01/2006
               62                                                           $    272    11/29/2006    01/05/2010     01/05/2007
               63                                                           $ 77,404    09/01/2006    10/01/2009     10/01/2006
               64                                                           $    144    11/21/2006        NAP        01/01/2007
               65                                                           $ 24,026    08/29/2006    10/01/2011     10/01/2006
               66                                                           $    209    11/20/2006    01/01/2010     01/01/2007
               67                                                           $ 56,667    11/20/2006    01/01/2010     01/01/2007
               68                               32, 68                      $     75    10/27/2006    12/01/2011     12/01/2006
               69                                                           $     50    10/05/2006    12/01/2006         NAP
               70                                                           $     55    12/06/2006    01/01/2007         NAP
               71                               71, 72                      $    409    10/17/2006    12/01/2006         NAP
               72                               71, 72                      $    409    10/17/2006    12/01/2006         NAP
               73                                                           $ 77,922    09/29/2006    11/01/2011     11/01/2006
               74                                                           $    108    11/01/2006    12/01/2008     12/01/2006
               75                                                           $     20    10/05/2006    12/01/2006         NAP
               76                               76, 104                     $ 30,460    09/28/2006    11/01/2006         NAP
               77                                                           $     81    11/28/2006    01/01/2012     01/01/2007
               78                                                           $    191    11/09/2006    01/01/2012     01/01/2007
               79                                                           $    135    10/19/2006    12/01/2009     12/01/2006
               80                                                           $    142    09/12/2006    11/01/2006         NAP
               81                                                           $ 59,459    11/21/2006    01/01/2007         NAP
               82                                                           $    320    10/06/2006    12/01/2011     12/01/2006
               83                                                           $    133    10/31/2006    12/01/2006         NAP
                                                                                        09/28/2006    11/01/2011     11/01/2006
               84                           84, 85, 86, 246                 $ 35,690    09/28/2006    11/01/2011     11/01/2006
               85                           84, 85, 86, 246                 $ 35,690    09/28/2006    11/01/2011     11/01/2006
               86                           84, 85, 86, 246                 $ 35,690    09/28/2006    11/01/2011     11/01/2006
               87                                                           $    321    09/29/2006    11/01/2006         NAP
               88                                                           $     91    11/20/2006        NAP        01/05/2007
               89                                                           $     99    10/05/2006    12/01/2006         NAP
               90                                                           $    165    11/17/2006    01/05/2007         NAP
               91                                                           $ 66,667    11/30/2006    01/05/2010     01/05/2007
               92                                                           $    209    07/27/2006    09/01/2006         NAP
                                                                                        11/28/2006    01/01/2010     01/01/2007
               93              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               94              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               95              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               96              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               97              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               98              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
               99              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $117,284    11/28/2006    01/01/2010     01/01/2007
              100                                                           $ 39,474    11/22/2006    07/05/2009     01/05/2007
              101                                                           $ 69,231    11/30/2006    01/01/2007         NAP
              102                                                           $    227    11/14/2006    01/01/2012     01/01/2007
              103                              103, 157                     $    344    10/06/2006    12/01/2011     12/01/2006
              104                               76, 104                     $ 38,101    10/26/2006    12/01/2006         NAP
              105                            105, 108, 116                  $ 45,380    09/28/2006    11/01/2006         NAP
                                                                                        08/16/2006    10/01/2006         NAP
              106                                                           $ 25,143    08/16/2006    10/01/2006         NAP
              107                                                           $ 25,143    08/16/2006    10/01/2006         NAP
              108                            105, 108, 116                  $ 34,864    09/28/2006    11/01/2006         NAP
              109                                                           $ 65,649    11/16/2006    01/05/2007         NAP
              110                              110, 111                     $    142    11/07/2006    01/01/2009     01/01/2007
              111                              110, 111                     $    142    11/07/2006    01/01/2009     01/01/2007
              112                            112, 122, 193                  $ 65,803    10/26/2006    12/01/2006         NAP
              113                                                           $    198    09/22/2006    11/01/2011     11/01/2006
              114                                                           $ 82,828    11/01/2006        NAP        12/01/2006
              115                                                           $ 19,472    11/09/2005    01/01/2008     01/01/2006
              116                            105, 108, 116                  $ 47,576    09/28/2006    11/01/2006         NAP
              117                         117, 185, 207, 247                $ 26,571    11/14/1996    12/01/1996         NAP
              118                  118, 124, 147, 156, 192, 206, 218        $ 28,917    03/29/1996    05/01/1996         NAP
              119                                                           $ 24,494    06/21/2006    08/01/2006         NAP
              120                                                           $    128    10/26/2006    12/01/2006         NAP
              121                                                           $    130    11/01/2006    12/01/2008     12/01/2006
              122                            112, 122, 193                  $ 91,340    10/12/2006    12/01/2006         NAP
              123                            123, 144, 164                  $ 46,932    07/19/2006    09/01/2006         NAP
              124                  118, 124, 147, 156, 192, 206, 218        $ 28,637    04/11/1997    05/01/1997         NAP
              125                                                           $ 77,419    10/04/2006    12/01/2008     12/01/2006
              126                                                           $     86    10/31/2006    12/01/2006         NAP
              127                              127, 230                     $ 56,414    08/10/2006    10/01/2006         NAP
              128                                                           $    182    08/30/2006    10/01/2006         NAP
              129                                                           $237,733    10/12/2006    12/01/2006         NAP
              130                              130, 131                     $ 36,793    11/01/2004    12/10/2004         NAP
              131                              130, 131                     $ 36,793    10/26/2006    12/10/2006         NAP
              132                                                           $    169    11/07/2006    01/01/2007         NAP
              133                                                           $ 30,535    03/10/1998    05/01/1998         NAP
              134                                                           $     22    08/10/2006    10/01/2006         NAP
              135                                                           $     87    10/31/2006    12/01/2008     12/01/2006
              136                                                           $    127    10/19/2006    12/05/2009     12/05/2006
              137                                                           $    237    09/18/2006    11/01/2011     11/01/2006
              138                                                           $     78    09/27/2006    11/01/2008     11/01/2006
              139                         139, 222, 223, 224                $ 60,185    11/08/2006    01/01/2007         NAP
              140                                                           $    158    11/16/2006        NAP        01/01/2007
              141                                                           $     78    10/11/2006    12/01/2006         NAP
              142                                                           $ 46,835    05/05/2006    07/01/2006         NAP
              143                                                           $    189    11/06/2006    01/01/2007         NAP
              144                            123, 144, 164                  $ 51,379    07/19/2006    09/01/2006         NAP
              145                                                           $    153    08/29/2006    10/01/2011     10/01/2006
              146                              146, 190                     $     88    11/17/2006    01/01/2010     01/01/2007
              147                  118, 124, 147, 156, 192, 206, 218        $ 27,134    07/30/1997    09/10/1997         NAP
              148                                                           $     53    10/24/2006    12/01/2006         NAP
              149                                                           $     64    10/10/2006    12/01/2009     12/01/2006
              150                              150, 160                     $ 38,684    11/07/2006        NAP        01/01/2007
              151                              151, 200                     $     85    11/02/2006    01/01/2012     01/01/2007
              152                                                           $     36    05/25/2006    07/01/2006         NAP
              153                              153, 219                     $    104    10/19/2006    12/01/2006         NAP
              154                              154, 199                     $    109    11/29/2006    01/05/2007         NAP
              155                            155, 182, 183                  $ 26,277    09/05/1996    10/01/1996         NAP
              156                  118, 124, 147, 156, 192, 206, 218        $ 35,909    09/30/1997    11/10/1997         NAP
              157                              103, 157                     $    113    10/11/2006    12/01/2009     12/01/2006
              158                                                           $ 63,636    11/07/2006    01/01/2007         NAP
              159                                                           $ 61,301    08/24/2006    10/01/2006         NAP
              160                              150, 160                     $ 31,676    11/07/2006        NAP        01/01/2007
              161                                                           $     37    10/06/2006        NAP        12/01/2006
              162                                                           $ 55,000    07/14/2006    09/01/2009     09/01/2006
              163                                                           $ 73,233    10/23/2006    12/01/2006         NAP
              164                            123, 144, 164                  $ 36,150    07/19/2006    09/01/2006         NAP
              165                                                           $    177    10/30/2006    12/01/2011     12/01/2006
              166                              166, 167                     $ 29,485    05/08/1996    06/01/1996         NAP
              167                              166, 167                     $ 37,539    07/08/2005    08/10/2005         NAP
              168                                                           $     35    10/17/2006    12/01/2009     12/01/2006
              169                                                           $    195    10/17/2006    12/01/2006         NAP
              170                                                           $    178    10/27/2006    12/01/2009     12/01/2006
              171                                                           $     80    10/18/2006    11/01/2008     12/01/2006
              172                              172, 217                     $ 21,498    12/30/1996    02/01/1997         NAP
              173                                                           $     51    09/18/2006    11/05/2008     11/05/2006
              174                                                           $    225    11/20/2006    01/05/2008     01/05/2007
              175                                                           $     34    11/21/2006    01/01/2010     01/01/2007
              176                                                           $ 18,304    10/10/2006    12/01/2006         NAP
              177                                                           $     50    09/08/2006    11/01/2006         NAP
              178                                                           $ 39,063    07/19/2006    09/01/2006         NAP
                                                                                        10/30/2006    12/01/2006         NAP
              179                                                           $     34    10/30/2006    12/01/2006         NAP
              180                                                           $     34    10/30/2006    12/01/2006         NAP
              181                                                           $    158    11/09/2006    01/01/2012     01/01/2007
              182                            155, 182, 183                  $ 22,463    12/30/1996    02/01/1997         NAP
              183                            155, 182, 183                  $ 22,463    12/30/1996    02/01/1997         NAP
              184                                                           $    128    11/07/2006    01/01/2007         NAP
              185                         117, 185, 207, 247                $ 24,362    10/28/1996    12/01/1996         NAP
              186                                                           $ 35,782    06/29/2006    08/01/2006         NAP
              187                                                           $ 37,891    06/29/2006    08/01/2006         NAP
              188                                                           $     50    11/14/2006    01/01/2007         NAP
              189                                                           $ 75,000    10/04/2006    12/01/2008     12/01/2006
              190                              146, 190                     $     94    11/17/2006    01/01/2010     01/01/2007
              191                                                           $178,542    11/29/2006    01/01/2007         NAP
              192                  118, 124, 147, 156, 192, 206, 218        $ 29,631    09/29/1998    11/10/1998         NAP
              193                            112, 122, 193                  $ 59,154    04/04/2006    06/01/2006         NAP
              194                            194, 250, 266                  $ 26,802    07/18/1996    09/01/1996         NAP
              195                                                           $ 46,154    09/01/2006    10/01/2009     10/01/2006
              196                       196, 210, 211, 212, 213             $ 31,787    10/30/2006    12/01/2006         NAP
              197                                                           $     76    11/16/2005    01/01/2006         NAP
              198                                                           $    350    10/17/2006    12/01/2011     12/01/2006
              199                              154, 199                     $    115    11/30/2006    01/05/2007         NAP
              200                              151, 200                     $    221    10/18/2006    12/01/2011     12/01/2006
              201                                                           $    113    11/20/2006    01/01/2007         NAP
              202                                                           $    167    11/03/2006    01/01/2009     01/01/2007
              203                                                           $     34    11/22/2006    01/01/2007         NAP
              204                                                           $     69    10/13/2006    12/01/2006         NAP
              205                                                           $    152    10/11/2006    12/01/2006         NAP
              206                  118, 124, 147, 156, 192, 206, 218        $ 24,915    02/14/1996    03/01/1996         NAP
              207                         117, 185, 207, 247                $ 21,463    02/29/1996    04/01/1996         NAP
              208                                                           $ 51,351    11/10/2006    01/01/2007         NAP
              209                                                           $    122    11/22/2006    01/01/2007         NAP
                                                                                        10/30/2006    12/01/2006         NAP
              210                       196, 210, 211, 212, 213             $ 39,960    10/30/2006    12/01/2006         NAP
              211                       196, 210, 211, 212, 213             $ 39,960    10/30/2006    12/01/2006         NAP
              212                       196, 210, 211, 212, 213             $ 39,960    10/30/2006    12/01/2006         NAP
              213                       196, 210, 211, 212, 213             $ 39,960    10/30/2006    12/01/2006         NAP
              214                                                           $ 51,281    10/19/2006    12/01/2006         NAP
              215                                                           $ 35,774    10/20/2006    12/01/2006         NAP
              216                                                           $     40    10/17/2006    12/01/2006         NAP
              217                              172, 217                     $ 20,036    12/22/1995    02/01/1996         NAP
              218                  118, 124, 147, 156, 192, 206, 218        $ 29,366    07/03/1996    08/01/1996         NAP
              219                              153, 219                     $     65    10/19/2006    12/01/2006         NAP
              220                              220, 221                     $    122    07/25/2006    09/01/2006         NAP
              221                              220, 221                     $    122    07/25/2006    09/01/2006         NAP
                                                                                        11/08/2006    01/01/2007         NAP
              222                         139, 222, 223, 224                $     55    11/08/2006    01/01/2007         NAP
              223                         139, 222, 223, 224                $     55    11/08/2006    01/01/2007         NAP
              224                         139, 222, 223, 224                $     55    11/08/2006    01/01/2007         NAP
              225                                                           $ 59,940    10/19/2006    12/01/2006         NAP
              226                                                           $ 25,896    10/19/2006    12/01/2006         NAP
              227                                                           $    159    11/14/2006    01/01/2012     01/01/2007
              228                                                           $ 45,069    04/28/2006    06/01/2006         NAP
              229                                                           $    219    10/25/2006    12/01/2006         NAP
              230                              127, 230                     $ 43,578    08/10/2006    10/01/2006         NAP
              231                                                           $     42    09/08/2006    11/01/2006         NAP
              232                                                           $     79    10/03/2006    12/01/2006         NAP
              233                                                           $    141    11/15/2006    01/01/2007         NAP
              234                                                           $     74    09/19/2006    11/01/2006         NAP
              235                                                           $ 32,931    09/08/2006    11/01/2006         NAP
              236                                                           $     58    10/24/2006    12/01/2006         NAP
              237                                                           $    101    11/22/2006    01/01/2007     01/01/2016
              238                                                           $     55    10/31/2006    12/01/2006         NAP
              239                                                           $     67    09/28/2006    11/01/2006         NAP
              240                                                           $ 10,714    10/16/2006        NAP        12/01/2006
              241                                                           $ 48,387    11/21/2006    01/05/2007         NAP
              242                                                           $ 49,875    08/30/2006    10/01/2006         NAP
              243                                                           $    122    09/26/2006    11/01/2006         NAP
              244                                                           $     61    11/15/2006    01/05/2010     01/05/2007
              245                         245, 276, 290, 318                $     62    10/30/2006    12/01/2006         NAP
              246                           84, 85, 86, 246                 $ 25,357    08/02/2006    10/01/2011     10/01/2006
              247                         117, 185, 207, 247                $ 44,558    05/02/2000    07/01/2000         NAP
              248                                                           $ 38,889    11/08/2006    01/01/2009     01/01/2007
              249                                                           $    179    09/29/2006    11/01/2006         NAP
              250                            194, 250, 266                  $ 21,691    04/15/1997    05/01/1997         NAP
              251                                                           $    119    11/10/2006    01/01/2007         NAP
              252                                                           $     60    10/26/2006    12/01/2006         NAP
              253                            253, 261, 264                  $    260    11/16/2006    01/01/2007         NAP
              254                                                           $    218    10/19/2006    12/01/2006         NAP
              255                                                           $    176    09/27/2006        NAP        11/01/2006
              256                                                           $     28    11/03/2006    01/01/2010     01/01/2007
              257                                                           $     37    11/14/2006    01/01/2010     01/01/2007
              258                                                           $    128    06/30/2006    08/01/2006         NAP
              259                                                           $    279    11/02/2006    01/01/2009     01/01/2007
              260                                                           $    301    10/25/2006    12/01/2009     12/01/2006
              261                            253, 261, 264                  $    246    11/16/2006    01/01/2007         NAP
              262                                                           $     55    09/27/2006    11/01/2006         NAP
              263                              263, 288                     $     50    10/30/2006    12/01/2006         NAP
              264                            253, 261, 264                  $    241    11/16/2006    01/01/2007         NAP
              265                                                           $ 58,066    09/22/2006    11/01/2006         NAP
              266                            194, 250, 266                  $ 13,396    12/22/1995    02/01/1996         NAP
              267                                                           $    124    11/08/2006    01/01/2007         NAP
              268                                                           $    143    10/23/2006    12/01/2006         NAP
              269                                                           $    196    10/24/2006    12/01/2006         NAP
              270                                                           $    181    10/17/2006    12/01/2006         NAP
              271              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $     69    10/16/2006    12/01/2008     12/01/2006
              272                                                           $ 48,867    09/19/2006    11/01/2006         NAP
              273                                                           $ 28,934    09/20/2001    11/10/2001         NAP
                                                                                        11/28/2006    01/01/2010     01/01/2007
              274              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $ 79,655    11/28/2006    01/01/2010     01/01/2007
              275              93, 94, 95, 96, 97, 98, 99, 271, 274, 275    $ 79,655    11/28/2006    01/01/2010     01/01/2007
              276                         245, 276, 290, 318                $     44    10/31/2006    12/01/2006         NAP
              277                                                           $    114    10/06/2006    12/01/2007     12/01/2006
              278                                                           $     91    11/02/2006    01/01/2007         NAP
              279                                                           $    174    09/14/2006    11/01/2006         NAP
              280                                                           $    104    10/12/2006    12/01/2006         NAP
              281                                                           $     47    10/16/2006    12/01/2006         NAP
              282                                                           $     33    07/21/2006    09/01/2006         NAP
              283                                                           $     57    10/23/2006    12/01/2008     12/01/2006
              284                                                           $    238    10/04/2006    12/01/2008     12/01/2006
              285                                                           $ 19,212    10/31/2006    12/01/2006         NAP
              286                                                           $    101    08/24/2006    10/01/2006         NAP
              287                                                           $ 32,140    09/29/2005    11/10/2006     11/10/2005
              288                              263, 288                     $     35    10/30/2006    12/01/2006         NAP
              289                                                           $     91    10/30/2006    12/01/2006         NAP
              290                         245, 276, 290, 318                $     39    10/31/2006    12/01/2006         NAP
              291                              291, 295                     $    173    10/04/2006        NAP        12/01/2006
              292                                                           $ 29,355    11/22/2006    01/01/2007         NAP
              293                                                           $ 22,115    11/15/2006    01/01/2007         NAP
              294                                                           $ 40,714    03/13/2006    05/01/2008     05/01/2006
              295                              291, 295                     $    164    09/27/2006        NAP        11/01/2006
              296                                                           $    162    11/01/2006    12/01/2006         NAP
              297                                                           $     96    09/21/2006    11/01/2006         NAP
              298                                                           $     77    10/25/2006    12/01/2006         NAP
              299                                                           $    153    08/01/2006    09/01/2006         NAP
              300                                                           $    253    11/14/2006    01/01/2010     01/01/2007
              301                                                           $     85    10/06/2006    12/01/2006         NAP
              302                                                           $     25    10/24/2006    12/01/2006         NAP
              303                                                           $     36    10/27/2006    12/01/2006         NAP
              304                                                           $ 12,918    10/30/2006    12/01/2006         NAP
              305                                                           $    133    09/25/2006    11/01/2006         NAP
              306                                                           $  9,280    09/12/2006    11/01/2006         NAP
              307                                                           $    251    09/22/2006    11/01/2008     11/01/2006
              308                                                           $    299    10/16/2006    12/01/2006         NAP
                                                                                        09/28/2006    11/01/2007     11/01/2006
              309                                                           $     34    09/28/2006    11/01/2007     11/01/2006
              310                                                           $     34    09/28/2006    11/01/2007     11/01/2006
              311                                                           $ 32,863    10/30/2006    12/01/2006         NAP
              312                                                           $    155    09/18/2006    11/01/2006         NAP
              313                                                           $     50    10/05/2006    12/01/2006         NAP
              314                                                           $     31    10/06/2006    12/01/2006         NAP
              315                                                           $    112    11/22/2006    01/01/2007         NAP
              316                                                           $ 13,299    10/31/2006    12/01/2006         NAP
              317                                                           $    196    11/13/2006    01/01/2007         NAP
              318                         245, 276, 290, 318                $     22    11/08/2006    01/01/2007         NAP

TOTALS AND WEIGHTED AVERAGES:


            MORTGAGE            MATURITY   DUE                                                            ARD
            LOAN NO.              DATE     DATE                    GRACE PERIOD(9)                        LOAN  LOCKBOX STATUS
--------------------------------------------------------------------------------------------------------------------------------

                               12/01/2016
                1              12/01/2016    1                              0                              No        In Place
                2              12/01/2016    1                              0                              No        In Place
                3              12/01/2016    1                              0                              No        In Place
                4              12/01/2016    1                              0                              No        In Place
                5              12/01/2016    1                              0                              No        In Place
                6              12/01/2016    1                              0                              No        In Place
                7              12/01/2016    1                              0                              No        In Place
                8              12/01/2016    1                              0                              No        In Place
                9              12/01/2016    1                              0                              No        In Place
                10             12/01/2016    1                              0                              No        In Place
                11             12/01/2016    1                              0                              No        In Place
                12             12/01/2016    1                              0                              No        In Place
                13             12/01/2016    1                              0                              No        In Place
                14             12/01/2016    1                              0                              No        In Place
                15             12/01/2016    1                              0                              No        In Place
                16             12/01/2016    1                              0                              No        In Place
                17             12/01/2016    1                              0                              No        In Place
                18             12/01/2016    1                              0                              No        In Place
                19             12/01/2016    1                              0                              No        In Place
                20             12/01/2016    1                              0                              No        In Place
                21             12/01/2016    1                              0                              No        In Place
                22             12/01/2016    1                              0                              No        In Place
                23             12/01/2016    1                              0                              No        In Place
                24             12/01/2016    1                              0                              No        In Place
                25             10/07/2011    7   Not to exceed (1) business day, twice every fiscal year   No        In Place
                26             12/01/2016    1                              5                              No        In Place
                27             12/08/2016    8                              0                              No        In Place
                28             10/09/2016    9                              2                              No       Springing
                29             11/05/2011    5                              0                              No        In Place
                30             11/01/2016    1                              5                              No        In Place
                31             11/01/2016    1                              0                              No        In Place
                32             05/01/2016    1                              7                              No        In Place
                33             10/01/2016    1                              0                              No          None
                34             11/01/2016    1                              0                              No          None
                35             11/01/2016    1                              5                              No        In Place
                36             12/01/2016    1                              5                              No        In Place
                37             12/01/2016    1                              5                              No        In Place
                38             06/01/2013    1                              5                             Yes       Springing
                39             10/01/2016    1                              0                              No        In Place
                40             11/01/2016    1                              5                              No        In Place
                41             11/01/2016    1                              5                              No          None
                42             12/05/2016    5                              0                              No          None
                               12/05/2016
                43             12/05/2016    5                              0                              No          None
                44             12/05/2016    5                              0                              No          None
                45             12/05/2016    5                              0                              No          None
                46             12/05/2016    5                              0                              No          None
                47             12/05/2016    5                              0                              No          None
                48             11/01/2016    1                              0                              No       Springing
                49             12/01/2016    1                              5                              No          None
                50             11/08/2016    8                              0                              No       Springing
                51             12/05/2016    5                              0                              No          None
                               06/01/2016
                52             06/01/2016    1                              5                              No        In Place
                53             06/01/2016    1                              5                              No        In Place
                54             06/01/2016    1                              5                              No        In Place
                55             06/01/2016    1                              5                              No        In Place
                56             06/01/2016    1                              5                              No        In Place
                57             06/01/2016    1                              5                              No        In Place
                58             02/01/2016    1                              5                              No          None
                59             11/01/2016    1                              5                              No       Springing
                60             12/05/2016    5                              0                              No          None
                61             09/01/2016    1                              5                              No          None
                62             12/05/2016    5                              0                              No          None
                63             09/01/2016    1                              5                              No          None
                64             12/01/2016    1                              5                              No          None
                65             09/01/2016    1                              5                              No          None
                66             12/01/2016    1                              7                              No          None
                67             12/01/2016    1                              5                              No        In Place
                68             11/01/2016    1                              5                              No          None
                69             11/01/2016    1                              5                              No          None
                70             12/01/2016    1                              5                              No          None
                71             11/01/2016    1                              5                              No          None
                72             11/01/2016    1                              5                              No       Springing
                73             10/01/2016    1                              5                              No          None
                74             11/01/2016    1                              5                              No          None
                75             11/01/2016    1                              5                              No          None
                76             10/01/2016    1                             10                              No          None
                77             12/01/2016    1                              5                              No       Springing
                78             12/01/2016    1                              5                              No          None
                79             11/01/2016    1                              6                              No          None
                80             10/01/2016    1                              5                              No          None
                81             12/01/2016    1                              5                              No          None
                82             11/01/2016    1                              5                              No       Springing
                83             11/01/2016    1                              5                              No          None
                               10/01/2016
                84             10/01/2016    1                             10                              No          None
                85             10/01/2016    1                             10                              No          None
                86             10/01/2016    1                             10                              No          None
                87             10/01/2016    1                              5                              No          None
                88             12/05/2016    5                              0                             Yes       Springing
                89             11/01/2013    1                              5                              No          None
                90             12/05/2016    5                              0                              No       Springing
                91             12/05/2016    5                              0                              No          None
                92             08/01/2016    1                              5                              No          None
                               12/01/2016
                93             12/01/2016    1                              5                              No          None
                94             12/01/2016    1                              5                              No          None
                95             12/01/2016    1                              5                              No          None
                96             12/01/2016    1                              5                              No          None
                97             12/01/2016    1                              5                              No          None
                98             12/01/2016    1                              5                              No          None
                99             12/01/2016    1                              5                              No          None
               100             12/05/2016    5                              0                              No          None
               101             12/01/2016    1                              5                              No          None
               102             12/01/2016    1                              5                              No          None
               103             11/01/2016    1                              5                              No          None
               104             11/01/2016    1                              5                              No          None
               105             10/01/2016    1                             10                              No          None
                               09/01/2016
               106             09/01/2016    1                              5                              No          None
               107             09/01/2016    1                              5                              No          None
               108             10/01/2016    1                             10                              No          None
               109             12/05/2016    5                              0                              No        In Place
               110             12/01/2016    1                              5                              No          None
               111             12/01/2016    1                              5                              No          None
               112             11/01/2016    1                              5                              No          None
               113             10/01/2016    1                              5                              No          None
               114             11/01/2011    1                              5                              No          None
               115             12/01/2015    1                              5                              No          None
               116             10/01/2016    1                             10                              No          None
               117             11/01/2011    1                             10                              No          None
               118             04/01/2014    1                             10                              No          None
               119             07/01/2016    1                              5                              No          None
               120             11/01/2016    1                              5                              No          None
               121             11/01/2016    1                              5                              No          None
               122             11/01/2016    1                              5                              No          None
               123             08/01/2016    1                              5                              No          None
               124             04/01/2015    1                             10                              No          None
               125             11/01/2016    1                              5                              No          None
               126             11/01/2016    1                              5                              No          None
               127             09/01/2016    1                              5                              No          None
               128             09/01/2016    1                              5                              No          None
               129             11/01/2011    1                              5                              No          None
               130             06/10/2016   10                             10                              No          None
               131             06/10/2016   10                             10                              No          None
               132             12/01/2016    1                              5                              No          None
               133             04/01/2013    1                              5                              No          None
               134             09/01/2016    1                             10                              No          None
               135             11/01/2016    1                              5                              No          None
               136             11/05/2016    5                              0                              No          None
               137             10/01/2016    1                              5                              No          None
               138             10/01/2016    1                              5                              No          None
               139             12/01/2011    1                              5                              No          None
               140             12/01/2016    1                              5                              No          None
               141             11/01/2016    1                              5                              No          None
               142             06/01/2016    1                              5                              No          None
               143             12/01/2016    1                              5                              No          None
               144             08/01/2016    1                              5                              No          None
               145             09/01/2016    1                             15                              No          None
               146             12/01/2016    1                              7                              No       Springing
               147             08/10/2015   10                             10                              No          None
               148             11/01/2016    1                              5                              No          None
               149             11/01/2016    1                              5                              No          None
               150             12/01/2011    1                              5                              No          None
               151             12/01/2016    1                              5                              No          None
               152             06/01/2016    1                              5                              No          None
               153             11/01/2016    1                              5                              No          None
               154             12/05/2016    5                              0                             Yes       Springing
               155             09/01/2014    1                             10                              No          None
               156             10/10/2015   10                              0                              No          None
               157             11/01/2016    1                              5                              No       Springing
               158             12/01/2011    1                              5                              No          None
               159             09/01/2016    1                              5                              No          None
               160             12/01/2011    1                              5                              No          None
               161             11/01/2016    1                              5                             Yes       Springing
               162             08/01/2016    1                              5                              No          None
               163             11/01/2011    1                              5                              No          None
               164             08/01/2016    1                              5                              No          None
               165             11/01/2016    1                              5                              No          None
               166             05/01/2014    1                             10                              No          None
               167             07/10/2020    10                            10                              No          None
               168             11/01/2016    1                              5                              No          None
               169             11/01/2016    1                              5                              No          None
               170             11/01/2016    1                              5                              No          None
               171             11/01/2016    1                             10                              No          None
               172             01/01/2022    1                             10                              No          None
               173             10/05/2016    5                              0                              No       Springing
               174             12/05/2016    5                              0                              No          None
               175             12/01/2016    1                              5                              No       Springing
               176             11/01/2016    1                              5                              No          None
               177             10/01/2016    1                              5                              No          None
               178             08/01/2016    1                              5                              No          None
                               11/01/2016
               179             11/01/2016    1                              5                              No          None
               180             11/01/2016    1                              5                              No          None
               181             12/01/2016    1                              5                              No          None
               182             01/01/2015    1                             10                              No          None
               183             01/01/2015    1                             10                              No          None
               184             12/01/2016    1                              5                              No          None
               185             11/01/2011    1                             10                              No          None
               186             07/01/2016    1                              5                              No          None
               187             07/01/2016    1                              5                              No          None
               188             12/01/2016    1                              5                              No          None
               189             11/01/2016    1                              5                              No          None
               190             12/01/2016    1                              7                              No          None
               191             12/01/2016    1                              5                              No          None
               192             10/10/2016   10                             10                              No          None
               193             05/01/2016    1                              5                              No          None
               194             08/01/2014    1                             10                              No          None
               195             09/01/2016    1                              5                              No          None
               196             11/01/2016    1                              5                              No          None
               197             12/01/2015    1                              5                             Yes        In Place
               198             11/01/2016    1                              5                              No          None
               199             12/05/2016    5                              0                             Yes       Springing
               200             11/01/2016    1                              5                              No          None
               201             12/01/2016    1                              5                              No          None
               202             12/01/2016    1                              5                              No          None
               203             12/01/2016    1                              5                              No          None
               204             11/01/2011    1                              5                              No          None
               205             11/01/2016    1                              5                              No          None
               206             02/01/2014    1                             10                              No          None
               207             03/01/2011    1                             10                              No          None
               208             12/01/2016    1                             10                              No          None
               209             12/01/2016    1                              5                              No          None
                               11/01/2016
               210             11/01/2016    1                              5                              No          None
               211             11/01/2016    1                              5                              No          None
               212             11/01/2016    1                              5                              No          None
               213             11/01/2016    1                              5                              No          None
               214             11/01/2016    1                              5                              No          None
               215             11/01/2016    1                              5                              No          None
               216             11/01/2016    1                              5                              No          None
               217             01/01/2021    1                             10                              No          None
               218             07/01/2021    1                             10                              No          None
               219             11/01/2016    1                              5                              No          None
               220             08/01/2016    1                              5                              No          None
               221             08/01/2016    1                              5                              No          None
                               12/01/2016
               222             12/01/2016    1                              5                              No          None
               223             12/01/2016    1                              5                              No          None
               224             12/01/2016    1                              5                              No          None
               225             11/01/2016    1                              5                              No          None
               226             11/01/2016    1                              5                              No          None
               227             12/01/2016    1                              5                              No          None
               228             05/01/2016    1                              5                              No          None
               229             11/01/2016    1                              5                              No          None
               230             09/01/2016    1                              5                              No          None
               231             10/01/2016    1                              5                              No          None
               232             11/01/2016    1                              5                              No          None
               233             12/01/2016    1                              5                              No          None
               234             10/01/2016    1                              5                              No          None
               235             10/01/2016    1                              5                              No          None
               236             11/01/2016    1                              5                              No          None
               237             12/01/2016    1                              5                              No          None
               238             11/01/2016    1                              5                              No          None
               239             10/01/2016    1                              5                              No          None
               240             11/01/2016    1                              5                              No          None
               241             12/05/2016    5                              0                              No          None
               242             09/01/2016    1                              5                              No          None
               243             10/01/2016    1                              5                              No          None
               244             12/05/2016    5                              0                              No          None
               245             11/01/2016    1                              5                              No          None
               246             09/01/2016    1                              7                              No          None
               247             06/01/2015    1                             10                              No          None
               248             12/01/2016    1                             15                              No          None
               249             10/01/2016    1                              5                              No          None
               250             04/01/2017    1                             10                              No          None
               251             12/01/2016    1                              5                              No          None
               252             11/01/2016    1                              5                              No          None
               253             12/01/2016    1                              5                              No          None
               254             11/01/2016    1                              5                              No          None
               255             10/01/2016    1                              5                              No          None
               256             12/01/2016    1                              5                              No          None
               257             12/01/2016    1                              5                              No          None
               258             07/01/2016    1                              5                              No          None
               259             12/01/2016    1                              5                              No          None
               260             11/01/2016    1                              5                              No          None
               261             12/01/2016    1                              5                              No          None
               262             10/01/2016    1                              5                              No          None
               263             11/01/2016    1                              5                              No          None
               264             12/01/2016    1                              5                              No          None
               265             10/01/2016    1                              5                              No          None
               266             01/01/2021    1                             10                              No          None
               267             12/01/2016    1                              5                              No          None
               268             11/01/2016    1                              5                              No          None
               269             11/01/2016    1                              5                              No          None
               270             11/01/2016    1                             10                              No          None
               271             11/01/2016    1                             10                              No          None
               272             10/01/2013    1                              5                              No          None
               273             10/10/2016   10                             10                              No          None
                               12/01/2016
               274             12/01/2016    1                              5                              No          None
               275             12/01/2016    1                              5                              No          None
               276             11/01/2016    1                              5                              No          None
               277             11/01/2016    1                              5                              No          None
               278             12/01/2016    1                              5                              No          None
               279             10/01/2016    1                              5                              No          None
               280             11/01/2016    1                             10                              No          None
               281             11/01/2016    1                             10                              No          None
               282             08/01/2016    1                             10                              No          None
               283             11/01/2016    1                              5                              No          None
               284             11/01/2016    1                              5                              No          None
               285             11/01/2016    1                              5                              No          None
               286             09/01/2016    1                              5                              No          None
               287             10/10/2021   10                             10                              No          None
               288             11/01/2016    1                              5                              No          None
               289             11/01/2016    1                              5                              No          None
               290             11/01/2016    1                              5                              No          None
               291             11/01/2016    1                              5                              No          None
               292             12/01/2016    1                              5                              No          None
               293             12/01/2016    1                              5                              No          None
               294             04/01/2016    1                              5                              No          None
               295             10/01/2016    1                              5                              No          None
               296             11/01/2016    1                             10                              No          None
               297             10/01/2016    1                              5                              No          None
               298             11/01/2016    1                              7                              No          None
               299             08/01/2016    1                              5                              No        In Place
               300             12/01/2016    1                              5                              No          None
               301             11/01/2016    1                              5                              No          None
               302             11/01/2016    1                              5                              No          None
               303             11/01/2016    1                              5                              No          None
               304             11/01/2016    1                              5                              No          None
               305             10/01/2016    1                              5                              No          None
               306             10/01/2011    1                              5                              No          None
               307             10/01/2013    1                              5                              No          None
               308             11/01/2016    1                              5                              No       Springing
                               10/01/2016
               309             10/01/2016    1                              5                              No          None
               310             10/01/2016    1                              5                              No          None
               311             11/01/2016    1                              5                              No          None
               312             10/01/2016    1                             10                              No          None
               313             11/01/2016    1                             10                              No          None
               314             11/01/2011    1                              5                              No          None
               315             12/01/2016    1                             10                              No          None
               316             11/01/2016    1                              5                              No          None
               317             12/01/2016    1                              7                              No          None
               318             12/01/2016    1                              5                              No          None

TOTALS AND WEIGHTED AVERAGES:


            MORTGAGE                                    ORIGINAL TERM  REMAINING TERM  ORIGINAL AMORT.   REMAINING
            LOAN NO.                 LOCKBOX TYPE        TO MATURITY     TO MATURITY       TERM(10)     AMORT. TERM  MORTGAGE RATE
----------------------------------------------------------------------------------------------------------------------------------

                                                             120             120              IO             IO          5.452%
                1                        Hard                120             120              IO             IO          5.452%
                2                        Hard                120             120              IO             IO          5.452%
                3                        Hard                120             120              IO             IO          5.452%
                4                        Hard                120             120              IO             IO          5.452%
                5                        Hard                120             120              IO             IO          5.452%
                6                        Hard                120             120              IO             IO          5.452%
                7                        Hard                120             120              IO             IO          5.452%
                8                        Hard                120             120              IO             IO          5.452%
                9                        Hard                120             120              IO             IO          5.452%
                10                       Hard                120             120              IO             IO          5.452%
                11                       Hard                120             120              IO             IO          5.452%
                12                       Hard                120             120              IO             IO          5.452%
                13                       Hard                120             120              IO             IO          5.452%
                14                       Hard                120             120              IO             IO          5.452%
                15                       Hard                120             120              IO             IO          5.452%
                16                       Hard                120             120              IO             IO          5.452%
                17                       Hard                120             120              IO             IO          5.452%
                18                       Hard                120             120              IO             IO          5.452%
                19                       Hard                120             120              IO             IO          5.452%
                20                       Hard                120             120              IO             IO          5.452%
                21                       Hard                120             120              IO             IO          5.452%
                22                       Hard                120             120              IO             IO          5.452%
                23                       Hard                120             120              IO             IO          5.452%
                24                       Hard                120             120              IO             IO          5.452%
                25                       Hard                60              58               IO             IO          5.512%
                26                       Hard                120             120              IO             IO          5.660%
                27                       Hard                120             120             360             360         5.810%
                28                       Hard                120             118              IO             IO          5.510%
                29             Soft, Springing to Hard       60              59               IO             IO          5.570%
                30                       Hard                120             119             360             360         5.960%
                31                       Hard                120             119              IO             IO          5.680%
                32                       Hard                120             113             360             360         5.610%
                33                       NAP                 120             118              IO             IO          6.000%
                34                       NAP                 120             119             360             359         5.900%
                35                       Hard                120             119              IO             IO          5.760%
                36                       Soft                120             120             360             360         5.770%
                37                       Soft                120             120             360             360         5.770%
                38                       Hard                84              78               IO             IO          5.660%
                39                       Hard                120             118              IO             IO          6.000%
                40                       Hard                120             119             360             360         6.230%
                41                       NAP                 120             119             360             360         5.740%
                42                       NAP                 120             120             360             360         5.820%
                                                             120             120             360             360         5.770%
                43                       NAP                 120             120             360             360         5.770%
                44                       NAP                 120             120             360             360         5.770%
                45                       NAP                 120             120             360             360         5.770%
                46                       NAP                 120             120             360             360         5.770%
                47                       NAP                 120             120             360             360         5.770%
                48                       Hard                120             119             360             359         5.710%
                49                       NAP                 120             120             360             360         5.650%
                50                       Hard                120             119              IO             IO          5.757%
                51                       NAP                 120             120             360             360         5.630%
                                                             120             114             360             354         6.236%
                52                       Hard                120             114             360             354         6.236%
                53                       Hard                120             114             360             354         6.236%
                54                       Hard                120             114             360             354         6.236%
                55                       Hard                120             114             360             354         6.236%
                56                       Hard                120             114             360             354         6.236%
                57                       Hard                120             114             360             354         6.236%
                58                       NAP                 120             110             360             350         5.330%
                59                       Hard                120             119             360             360         6.100%
                60                       NAP                 120             120             360             360         5.600%
                61                       NAP                 120             117             360             360         6.200%
                62                       NAP                 120             120             360             360         5.550%
                63                       NAP                 120             117             360             360         5.940%
                64                       NAP                 120             120              IO             IO          5.810%
                65                       NAP                 120             117             360             360         6.143%
                66                       NAP                 120             120             360             360         5.720%
                67                       Soft                120             120             360             360         5.860%
                68                       NAP                 120             119             360             360         6.163%
                69                       NAP                 120             119             360             359         6.330%
                70                       NAP                 120             120             300             300         5.680%
                71                       NAP                 120             119             360             359         6.080%
                72                       Hard                120             119             360             359         6.080%
                73                       NAP                 120             118             360             360         5.980%
                74                       NAP                 120             119             360             360         5.740%
                75                       NAP                 120             119             360             359         5.870%
                76                       NAP                 120             118             360             358         6.420%
                77                       Soft                120             120             360             360         5.780%
                78                       NAP                 120             120             360             360         5.800%
                79                       NAP                 120             119             360             360         5.792%
                80                       NAP                 120             118             360             358         6.180%
                81                       NAP                 120             120             240             240         5.650%
                82                       Hard                120             119             360             360         5.700%
                83                       NAP                 120             119             360             359         5.620%
                                                             120             118             300             300         6.120%
                84                       NAP                 120             118             300             300         6.120%
                85                       NAP                 120             118             300             300         6.120%
                86                       NAP                 120             118             300             300         6.120%
                87                       NAP                 120             118             360             358         5.780%
                88                       Hard                120             120              IO             IO          5.540%
                89                       NAP                 84              83              420             419         6.210%
                90                       Hard                120             120             360             360         6.340%
                91                       NAP                 120             120             360             360         5.490%
                92                       NAP                 120             116             360             356         5.380%
                                                             120             120             360             360         5.740%
                93                       NAP                 120             120             360             360         5.740%
                94                       NAP                 120             120             360             360         5.740%
                95                       NAP                 120             120             360             360         5.740%
                96                       NAP                 120             120             360             360         5.740%
                97                       NAP                 120             120             360             360         5.740%
                98                       NAP                 120             120             360             360         5.740%
                99                       NAP                 120             120             360             360         5.740%
               100                       NAP                 120             120             300             300         5.830%
               101                       NAP                 120             120             360             360         5.900%
               102                       NAP                 120             120             360             360         5.860%
               103                       NAP                 120             119             360             360         5.930%
               104                       NAP                 120             119             360             359         6.410%
               105                       NAP                 120             118             360             358         6.450%
                                                             120             117             360             357         6.290%
               106                       NAP                 120             117             360             357         6.290%
               107                       NAP                 120             117             360             357         6.290%
               108                       NAP                 120             118             360             358         6.460%
               109                       Hard                120             120             300             300         6.010%
               110                       NAP                 120             120             360             360         5.850%
               111                       NAP                 120             120             360             360         5.850%
               112                       NAP                 120             119             300             299         6.450%
               113                       NAP                 120             118             360             360         6.050%
               114                       NAP                 60              59               IO             IO          5.570%
               115                       NAP                 120             108             360             360         5.290%
               116                       NAP                 120             118             360             358         6.450%
               117                       NAP                 180             59              360             239         8.810%
               118                       NAP                 216             88              360             232         8.000%
               119                       NAP                 120             115             360             355         6.340%
               120                       NAP                 120             119             360             359         5.850%
               121                       NAP                 120             119             360             360         5.900%
               122                       NAP                 120             119             300             299         6.450%
               123                       NAP                 120             116             300             296         6.480%
               124                       NAP                 216             100             360             244         8.550%
               125                       NAP                 120             119             360             360         6.240%
               126                       NAP                 120             119             300             299         5.640%
               127                       NAP                 120             117             300             297         6.350%
               128                       NAP                 120             117             360             357         5.900%
               129                       NAP                 60              59              360             359         6.930%
               130                       NAP                 139             114             360             335         5.930%
               131                       NAP                 115             114             360             359         6.320%
               132                       NAP                 120             120             360             360         6.100%
               133                       NAP                 180             76              360             256         9.100%
               134                       NAP                 120             117             360             357         6.315%
               135                       NAP                 120             119             360             360         5.860%
               136                       NAP                 120             119             360             360         5.940%
               137                       NAP                 120             118             360             360         6.260%
               138                       NAP                 120             118             360             360         6.000%
               139                       NAP                 60              60              360             360         6.310%
               140                       NAP                 120             120              IO             IO          5.790%
               141                       NAP                 120             119             300             299         5.910%
               142                       NAP                 120             114             360             354         5.900%
               143                       NAP                 120             120             360             360         5.860%
               144                       NAP                 120             116             300             296         6.480%
               145                       NAP                 120             117             360             360         6.240%
               146                       Hard                120             120             360             360         5.630%
               147                       NAP                 216             104             360             246         8.540%
               148                       NAP                 120             119             360             359         5.990%
               149                       NAP                 120             119             360             360         5.990%
               150                       NAP                 60              60               IO             IO          5.828%
               151                       NAP                 120             120             360             360         6.020%
               152                       NAP                 120             114             360             354         6.700%
               153                       NAP                 120             119             360             359         5.720%
               154                       Hard                120             120             360             360         5.770%
               155                       NAP                 216             93              360             237         8.400%
               156                       NAP                 216             106             360             250         8.380%
               157                       Hard                120             119             360             360         5.930%
               158                       NAP                 60              60              360             360         5.880%
               159                       NAP                 120             117             300             297         6.470%
               160                       NAP                 60              60               IO             IO          5.800%
               161                       Hard                120             119              IO             IO          6.080%
               162                       NAP                 120             116             360             360         6.220%
               163                       NAP                 60              59              300             299         6.360%
               164                       NAP                 120             116             300             296         6.480%
               165                       NAP                 120             119             360             360         5.950%
               166                       NAP                 216             89              360             233         8.580%
               167                       NAP                 180             163             360             343         7.500%
               168                       NAP                 120             119             360             360         5.820%
               169                       NAP                 120             119             360             359         5.970%
               170                       NAP                 120             119             360             360         6.210%
               171                       NAP                 120             119             360             360         6.030%
               172                       NAP                 300             181             360             241         8.450%
               173                       Hard                120             118             360             360         6.090%
               174                       NAP                 120             120             360             360         6.150%
               175                       Hard                120             120             360             360         6.100%
               176                       NAP                 120             119             360             359         6.350%
               177                       NAP                 120             118             360             358         6.030%
               178                       NAP                 120             116             300             296         6.620%
                                                             120             119             360             359         6.000%
               179                       NAP                 120             119             360             359         6.000%
               180                       NAP                 120             119             360             359         6.000%
               181                       NAP                 120             120             360             360         5.730%
               182                       NAP                 216             97              360             241         8.740%
               183                       NAP                 216             97              360             241         8.740%
               184                       NAP                 120             120             360             360         5.900%
               185                       NAP                 180             59              360             239         8.680%
               186                       NAP                 120             115             300             295         6.630%
               187                       NAP                 120             115             300             295         6.310%
               188                       NAP                 120             120             360             360         5.890%
               189                       NAP                 120             119             360             360         6.440%
               190                       NAP                 120             120             360             360         5.630%
               191                       NAP                 120             120             360             360         5.860%
               192                       NAP                 216             118             360             262         6.750%
               193                       NAP                 120             113             300             293         6.040%
               194                       NAP                 216             92              360             236         8.610%
               195                       NAP                 120             117             360             360         5.930%
               196                       NAP                 120             119             360             359         6.040%
               197                       Hard                120             108             360             348         5.790%
               198                       NAP                 120             119             360             360         5.870%
               199                       Hard                120             120             360             360         5.770%
               200                       NAP                 120             119             360             360         6.113%
               201                       NAP                 120             120             360             360         5.850%
               202                       NAP                 120             120             360             360         5.970%
               203                       NAP                 120             120             360             360         5.900%
               204                       NAP                 60              59              360             359         6.280%
               205                       NAP                 120             119             360             359         5.980%
               206                       NAP                 216             86              360             230         7.500%
               207                       NAP                 180             51              360             231         7.750%
               208                       NAP                 120             120             300             300         6.650%
               209                       NAP                 120             120             360             360         5.930%
                                                             120             119             360             359         6.040%
               210                       NAP                 120             119             360             359         6.040%
               211                       NAP                 120             119             360             359         6.040%
               212                       NAP                 120             119             360             359         6.040%
               213                       NAP                 120             119             360             359         6.040%
               214                       NAP                 120             119             300             299         6.330%
               215                       NAP                 120             119             360             359         5.970%
               216                       NAP                 120             119             360             359         6.120%
               217                       NAP                 300             169             336             205         8.450%
               218                       NAP                 300             175             360             235         8.050%
               219                       NAP                 120             119             360             359         5.720%
               220                       NAP                 120             116             300             296         6.200%
               221                       NAP                 120             116             300             296         6.200%
                                                             120             120             300             300         6.230%
               222                       NAP                 120             120             300             300         6.230%
               223                       NAP                 120             120             300             300         6.230%
               224                       NAP                 120             120             300             300         6.230%
               225                       NAP                 120             119             360             359         5.990%
               226                       NAP                 120             119             360             359         6.520%
               227                       NAP                 120             120             360             360         5.820%
               228                       NAP                 120             113             300             293         6.680%
               229                       NAP                 120             119             360             359         5.410%
               230                       NAP                 120             117             180             177         6.370%
               231                       NAP                 120             118             240             238         6.220%
               232                       NAP                 120             119             360             359         6.300%
               233                       NAP                 120             120             240             240         5.860%
               234                       NAP                 120             118             360             358         6.340%
               235                       NAP                 120             118             360             358         6.090%
               236                       NAP                 120             119             360             359         6.070%
               237                       NAP                 120             120             360             360         5.910%
               238                       NAP                 120             119             360             359         5.960%
               239                       NAP                 120             118             360             358         6.170%
               240                       NAP                 120             119              IO             IO          5.980%
               241                       NAP                 120             120             300             300         6.150%
               242                       NAP                 120             117             360             357         6.600%
               243                       NAP                 120             118             360             358         6.300%
               244                       NAP                 120             120             360             360         5.870%
               245                       NAP                 120             119             360             359         6.010%
               246                       NAP                 120             117             300             300         6.330%
               247                       NAP                 180             102             360             282         8.810%
               248                       NAP                 120             120             360             360         5.940%
               249                       NAP                 120             118             360             358         6.090%
               250                       NAP                 240             124             360             244         8.750%
               251                       NAP                 120             120             360             360         5.960%
               252                       NAP                 120             119             360             359         5.990%
               253                       NAP                 120             120             360             360         5.920%
               254                       NAP                 120             119             300             299         6.040%
               255                       NAP                 120             118              IO             IO          5.920%
               256                       NAP                 120             120             360             360         5.880%
               257                       NAP                 120             120             360             360         6.010%
               258                       NAP                 120             115             360             355         6.506%
               259                       NAP                 120             120             360             360         6.310%
               260                       NAP                 120             119             360             360         5.930%
               261                       NAP                 120             120             360             360         5.920%
               262                       NAP                 120             118             360             358         6.040%
               263                       NAP                 120             119             360             359         5.970%
               264                       NAP                 120             120             360             360         5.920%
               265                       NAP                 120             118             300             298         6.380%
               266                       NAP                 300             169             300             169         8.400%
               267                       NAP                 120             120             360             360         6.090%
               268                       NAP                 120             119             360             359         6.360%
               269                       NAP                 120             119             360             359         6.140%
               270                       NAP                 120             119             360             359         5.960%
               271                       NAP                 120             119             360             360         5.830%
               272                       NAP                 84              82              360             358         5.930%
               273                       NAP                 180             118             360             298         8.930%
                                                             120             120             360             360         5.740%
               274                       NAP                 120             120             360             360         5.740%
               275                       NAP                 120             120             360             360         5.740%
               276                       NAP                 120             119             360             359         6.010%
               277                       NAP                 120             119             360             360         6.230%
               278                       NAP                 120             120             300             300         5.750%
               279                       NAP                 120             118             360             358         6.260%
               280                       NAP                 120             119             360             359         6.330%
               281                       NAP                 120             119             360             359         5.900%
               282                       NAP                 120             116             360             356         6.350%
               283                       NAP                 120             119             360             360         6.010%
               284                       NAP                 120             119             360             360         6.100%
               285                       NAP                 120             119             360             359         5.990%
               286                       NAP                 120             117             360             357         6.180%
               287                       NAP                 192             178             360             358         6.340%
               288                       NAP                 120             119             360             359         6.200%
               289                       NAP                 120             119             360             359         6.070%
               290                       NAP                 120             119             360             359         6.010%
               291                       NAP                 120             119              IO             IO          6.140%
               292                       NAP                 120             120             300             300         6.330%
               293                       NAP                 120             120             360             360         6.270%
               294                       NAP                 120             112             360             360         5.910%
               295                       NAP                 120             118              IO             IO          6.120%
               296                       NAP                 120             119             360             359         6.120%
               297                       NAP                 120             118             360             358         6.420%
               298                       NAP                 120             119             360             359         5.960%
               299                       Hard                120             116             360             356         6.590%
               300                       NAP                 120             120             360             360         6.125%
               301                       NAP                 120             119             360             359         6.410%
               302                       NAP                 120             119             360             359         6.330%
               303                       NAP                 120             119             360             359         6.000%
               304                       NAP                 120             119             360             359         5.960%
               305                       NAP                 120             118             360             358         6.290%
               306                       NAP                 60              58              360             358         6.450%
               307                       NAP                 84              82              360             360         6.160%
               308                       Hard                120             119             360             359         6.470%
                                                             120             118             360             360         6.570%
               309                       NAP                 120             118             360             360         6.570%
               310                       NAP                 120             118             360             360         6.570%
               311                       NAP                 120             119             360             359         6.120%
               312                       NAP                 120             118             360             358         6.400%
               313                       NAP                 120             119             300             299         6.500%
               314                       NAP                 60              59              360             359         6.580%
               315                       NAP                 120             120             360             360         6.000%
               316                       NAP                 120             119             360             359         6.160%
               317                       NAP                 120             120             360             360         6.280%
               318                       NAP                 120             120             360             360         6.010%

TOTALS AND WEIGHTED AVERAGES:                                116             110             353             345         5.919%



                               MONTHLY
            MORTGAGE           PAYMENT     MONTHLY      THIRD MOST   THIRD MOST RECENT   SECOND MOST  SECOND MOST RECENT
            LOAN NO.             (P&I)   PAYMENT (IO)   RECENT NOI     NOI END DATE       RECENT NOI     NOI END DATE
-------------------------------------------------------------------------------------------------------------------------

                                    NAP   $1,151,503
                1                   NAP     $131,732            NAP          NAP          $2,265,514        12/31/2005
                2                   NAP     $125,744            NAP          NAP          $3,679,138        12/31/2005
                3                   NAP      $88,896            NAP          NAP          $4,263,109        12/31/2005
                4                   NAP      $87,975            NAP          NAP          $1,793,029        12/31/2005
                5                   NAP      $65,405            NAP          NAP          $2,431,176        12/31/2005
                6                   NAP      $65,405            NAP          NAP          $1,825,357        12/31/2005
                7                   NAP      $61,721            NAP          NAP            $965,720        12/31/2005
                8                   NAP      $56,654            NAP          NAP          $1,655,346        12/31/2005
                9                   NAP      $53,430            NAP          NAP          $1,555,722        12/31/2005
                10                  NAP      $49,745            NAP          NAP            $656,236        12/31/2005
                11                  NAP      $47,442            NAP          NAP          $1,132,704        12/31/2005
                12                  NAP      $42,836            NAP          NAP          $1,071,063        12/31/2005
                13                  NAP      $40,072            NAP          NAP            $875,766        12/31/2005
                14                  NAP      $33,624            NAP          NAP            $864,766        12/31/2005
                15                  NAP      $27,175            NAP          NAP            $261,293        12/31/2005
                16                  NAP      $26,254            NAP          NAP            $717,722        12/31/2005
                17                  NAP      $24,412            NAP          NAP            $713,851        12/31/2005
                18                  NAP      $23,951            NAP          NAP            $370,748        12/31/2005
                19                  NAP      $22,109            NAP          NAP            $531,571        12/31/2005
                20                  NAP      $20,727            NAP          NAP            $706,564        12/31/2005
                21                  NAP      $15,660            NAP          NAP            $394,245        12/31/2005
                22                  NAP      $14,739            NAP          NAP            $189,980        12/31/2005
                23                  NAP      $14,279            NAP          NAP            $840,146        12/31/2005
                24                  NAP      $11,515            NAP          NAP             $98,478        12/31/2005
                25                  NAP   $1,047,854    $25,554,369      12/31/2004      $25,510,301        12/31/2005
                26                  NAP     $564,297    $10,009,669      12/31/2004      $10,010,597        12/31/2005
                27             $593,264     $495,800     $9,181,122      12/31/2004       $9,149,091        12/31/2005
                28                  NAP     $395,712    $11,017,968      12/31/2003       $9,936,919        12/31/2004
                29                  NAP     $302,134     $4,578,078      12/31/2004       $5,150,051        12/31/2005
                30             $364,159     $307,175     $4,452,026      12/31/2004       $5,739,676        12/31/2005
                31                  NAP     $269,708     $2,879,424      12/31/2004       $2,779,475        12/31/2005
                32             $294,136     $242,590            NAP          NAP          $1,787,691        12/31/2005
                33                  NAP     $248,403     $3,603,471      12/31/2004       $3,735,140        12/31/2005
                34             $252,083          NAP            NAP          NAP                 NAP           NAP
                35                  NAP     $182,500     $5,024,488      12/31/2004       $4,221,801        12/31/2005
                36             $178,377     $148,691            NAP          NAP                 NAP           NAP
                37              $33,044      $27,544            NAP          NAP                 NAP           NAP
                38                  NAP     $158,834            NAP          NAP                 NAP           NAP
                39                  NAP     $147,014            NAP          NAP                 NAP           NAP
                40             $169,579     $145,280     $2,230,214      12/31/2004       $1,678,831        12/31/2005
                41             $146,900     $122,214     $2,096,487      12/31/2004       $2,350,467        12/31/2005
                42             $141,127     $118,017       $863,265      12/31/2004         $597,857        12/31/2005
                               $136,160     $113,500
                43              $75,328      $62,791            NAP          NAP          $1,048,759        12/31/2005
                44              $18,481      $15,405       $260,038      12/31/2004         $176,344        12/31/2005
                45              $15,791      $13,163       $248,576      12/31/2004         $267,019        12/31/2005
                46              $14,914      $12,432       $248,658      12/31/2004         $249,521        12/31/2005
                47              $11,647       $9,709       $152,778      12/31/2004         $164,063        12/31/2005
                48             $133,638          NAP            NAP          NAP                 NAP           NAP
                49             $128,724     $106,454     $1,672,351      12/31/2004       $1,458,146        12/31/2005
                50                  NAP      $99,715            NAP          NAP          $1,291,365        12/31/2005
                51             $115,194      $95,137            NAP          NAP                 NAP           NAP
                               $118,535          NAP
                52              $33,151          NAP            NAP          NAP                 NAP           NAP
                53              $27,323          NAP            NAP          NAP                 NAP           NAP
                54              $20,720          NAP            NAP          NAP                 NAP           NAP
                55              $15,027          NAP            NAP          NAP                 NAP           NAP
                56              $12,751          NAP            NAP          NAP                 NAP           NAP
                57               $9,563          NAP            NAP          NAP                 NAP           NAP
                58             $100,290          NAP            NAP          NAP                 NAP           NAP
                59             $107,867      $91,740            NAP          NAP                 NAP           NAP
                60             $100,464      $82,801     $2,153,952      12/31/2004       $2,298,740        12/31/2005
                61             $104,120      $89,053            NAP          NAP                 NAP           NAP
                62              $97,058      $79,717       $591,777      12/31/2004         $443,838        12/31/2005
                63              $95,907      $80,802     $1,313,788      12/31/2004       $1,419,235        12/31/2005
                64                  NAP      $74,615            NAP          NAP                 NAP           NAP
                65              $90,099      $76,816     $1,065,109      12/31/2004       $1,185,056        12/31/2005
                66              $81,434      $67,660     $1,320,867      12/31/2004       $1,324,347        12/31/2005
                67              $80,319      $67,336     $1,792,260      12/31/2004       $1,826,196        12/31/2005
                68              $81,444      $69,516       $496,402      12/31/2004       $1,130,026        12/31/2005
                69              $80,721          NAP     $2,702,664      12/31/2004       $2,484,438        12/31/2005
                70              $79,673          NAP     $1,328,009      12/31/2003       $1,388,276        12/31/2004
                71              $38,132          NAP            NAP          NAP                 NAP           NAP
                72              $37,154          NAP            NAP          NAP                 NAP           NAP
                73              $71,792      $60,631     $1,057,426   T-12 (06/30/2004)     $911,521    T-12 (06/30/2005)
                74              $69,953      $58,197            NAP          NAP            $739,149        12/31/2005
                75              $70,946          NAP            NAP          NAP                 NAP           NAP
                76              $74,967          NAP     $1,362,698      12/31/2004       $1,365,504        12/31/2005
                77              $68,501      $57,138            NAP          NAP                 NAP           NAP
                78              $68,650      $57,335            NAP          NAP                 NAP           NAP
                79              $67,770      $56,571     $1,047,639      12/31/2004       $1,011,183        12/31/2005
                80              $69,674          NAP     $1,268,546      12/31/2004       $1,109,529        12/31/2005
                81              $76,603          NAP     $1,186,608      12/31/2003       $1,241,800        12/31/2004
                82              $63,844      $52,976            NAP          NAP                 NAP           NAP
                83              $63,287          NAP            NAP          NAP            $870,196        12/31/2004
                                $69,076      $54,811
                84              $31,280      $24,820       $470,336      12/31/2004         $551,034        12/31/2005
                85              $28,152      $22,338       $496,213      12/31/2004         $519,094        12/31/2005
                86               $9,644       $7,653       $188,327      12/31/2004         $221,732        12/31/2005
                87              $60,597          NAP            NAP          NAP            $438,435        12/31/2005
                88                  NAP      $46,808            NAP          NAP                 NAP           NAP
                89              $58,436          NAP       $739,522      12/31/2004         $789,847        12/31/2005
                90              $59,983          NAP            NAP          NAP                 NAP           NAP
                91              $54,448      $44,530       $750,079      12/31/2004         $905,096        12/31/2005
                92              $53,787          NAP            NAP          NAP                 NAP           NAP
                                $55,379      $46,073
                93              $11,512       $9,578       $143,935      12/31/2004         $138,284        12/31/2005
                94              $10,908       $9,075       $172,865      12/31/2004         $178,942        12/31/2005
                95               $8,424       $7,009        $99,934      12/31/2004         $104,313        12/31/2005
                96               $7,954       $6,618        $94,360      12/31/2004          $98,495        12/31/2005
                97               $6,444       $5,361        $76,443      12/31/2004          $79,793        12/31/2005
                98               $5,806       $4,831        $86,177      12/31/2004          $66,908        12/31/2005
                99               $4,330       $3,602        $64,187      12/31/2004          $57,448        12/31/2005
               100              $57,055      $44,332       $937,739      12/31/2004         $865,446        12/31/2005
               101              $53,382          NAP            NAP          NAP                 NAP           NAP
               102              $53,152      $44,560       $730,718      12/31/2004         $711,558        12/31/2005
               103              $53,555      $45,093            NAP          NAP                 NAP           NAP
               104              $56,354          NAP       $995,817      12/31/2004         $994,762        12/31/2005
               105              $56,591          NAP       $961,089      12/31/2004         $989,800        12/31/2005
                                $55,649          NAP
               106              $32,343          NAP       $405,682      12/31/2004         $349,701        12/31/2005
               107              $23,306          NAP       $326,167      12/31/2004         $307,309        12/31/2005
               108              $56,272          NAP     $1,026,126      12/31/2004       $1,030,782        12/31/2005
               109              $55,463          NAP       $543,820      12/31/2004         $842,960        12/31/2005
               110              $27,609      $23,132       $193,084      12/31/2003         $522,993        12/31/2004
               111              $22,831      $19,128            NAP          NAP                 NAP           NAP
               112              $57,127          NAP       $141,845      12/31/2004       $1,111,668        12/31/2005
               113              $50,030      $42,427       $541,571      12/31/2004         $480,393        12/31/2005
               114                  NAP      $38,590       $560,470      12/31/2004         $666,438        12/31/2005
               115              $42,988      $34,639            NAP          NAP            -$54,413        12/31/2004
               116              $48,542          NAP       $809,748      12/31/2004         $818,313        12/31/2005
               117              $68,026          NAP     $1,169,711      12/31/2004       $1,292,266        12/31/2005
               118              $64,755          NAP       $893,591      12/31/2004         $746,338        12/31/2005
               119              $47,396          NAP       $790,618      12/31/2004         $763,531        12/31/2005
               120              $44,836          NAP       $701,618      12/31/2004         $784,931        12/31/2005
               121              $44,485      $37,387       $718,971      12/31/2004         $375,720        12/31/2005
               122              $50,406          NAP            NAP          NAP            $811,801        12/31/2005
               123              $50,547          NAP     $1,400,810      12/31/2004       $1,549,070        12/31/2005
               124              $63,458          NAP     $1,341,840      12/31/2004       $1,119,356        12/31/2005
               125              $44,285      $37,960       $567,757      12/31/2003         $621,540        12/31/2004
               126              $44,818          NAP     $1,443,924      12/31/2004       $1,456,034        12/31/2005
               127              $46,764          NAP       $659,232      12/31/2004         $832,940        12/31/2005
               128              $41,520          NAP       -$20,066      12/31/2004         $232,462        12/31/2005
               129              $45,582          NAP       $665,558      12/31/2004         $896,004        12/31/2005
               130              $37,667          NAP            NAP          NAP            $639,258        12/31/2005
               131               $3,784          NAP            NAP          NAP            $639,258        12/31/2005
               132              $40,868          NAP       $541,643      12/31/2003         $584,022        12/31/2004
               133              $58,452          NAP       $673,657      12/31/2004         $614,168        12/31/2005
               134              $41,382          NAP            NAP          NAP                 NAP           NAP
               135              $39,274      $32,925       $831,942      12/31/2004         $858,761        12/31/2005
               136              $39,167      $32,998            NAP          NAP            $490,179        12/31/2005
               137              $40,218      $34,512            NAP          NAP                 NAP           NAP
               138              $38,971      $32,951       $797,384      12/31/2004         $763,554        12/31/2005
               139              $40,276          NAP       $686,782      12/31/2004         $628,072        12/31/2005
               140                  NAP      $31,798            NAP          NAP                 NAP           NAP
               141              $41,523          NAP       $750,673   T-12 (08/27/2004)     $795,827    T-12 (08/26/2005)
               142              $38,554          NAP       $555,171      12/31/2004         $577,610        12/31/2005
               143              $37,797          NAP       $805,378      12/31/2004         $709,827        12/31/2005
               144              $42,459          NAP            NAP          NAP            $718,986        12/31/2005
               145              $38,442      $32,951            NAP          NAP                 NAP           NAP
               146              $35,710      $29,492       $639,831      12/31/2004         $639,243        12/31/2005
               147              $52,480          NAP       $353,703      12/31/2004         $523,141        12/31/2005
               148              $36,174          NAP       $602,057      12/31/2004         $562,139        12/31/2005
               149              $35,934      $30,366       $439,815      12/31/2004         $516,372        12/31/2005
               150                  NAP      $28,954       $505,671      12/31/2004         $521,266        12/31/2005
               151              $35,149      $29,755       $519,507      12/31/2004         $460,098        12/31/2005
               152              $37,749          NAP            NAP          NAP                 NAP           NAP
               153              $33,737          NAP       $506,701      12/31/2004         $547,904        12/31/2005
               154              $33,336          NAP            NAP          NAP                 NAP           NAP
               155              $49,139          NAP       $735,181      12/31/2004         $776,490        12/31/2005
               156              $47,451          NAP       $809,930      12/31/2004         $809,425        12/31/2005
               157              $33,323      $28,058            NAP          NAP                 NAP           NAP
               158              $33,144          NAP       $167,644      12/31/2004           $9,390        12/31/2005
               159              $37,707          NAP       $605,515      12/31/2004         $672,567        12/31/2005
               160                  NAP      $27,320       $604,210      12/31/2004         $610,198        12/31/2005
               161                  NAP      $28,639       $432,100      12/31/2004         $432,100        12/31/2005
               162              $33,757      $28,904       $490,397      12/31/2004         $212,606        12/31/2005
               163              $36,657          NAP       $781,572      12/31/2004         $859,831        12/31/2005
               164              $36,731          NAP       $987,252      12/31/2004       $1,116,056        12/31/2005
               165              $31,606      $26,644       $317,649      12/31/2004         $247,636        12/31/2005
               166              $45,818          NAP       $735,027      12/31/2004         $897,819        12/31/2005
               167              $36,709          NAP            NAP          NAP                 NAP           NAP
               168              $29,989      $25,079       $499,051      12/31/2003         $532,569        12/31/2004
               169              $30,479          NAP            NAP          NAP                 NAP           NAP
               170              $31,146      $26,654            NAP          NAP                 NAP           NAP
               171              $30,315      $25,678       $512,738      12/31/2004         $529,854        12/31/2005
               172              $43,244          NAP       $478,633      12/31/2004         $599,471        12/31/2005
               173              $30,267      $25,727            NAP          NAP                 NAP           NAP
               174              $29,548      $25,201            NAP          NAP                 NAP           NAP
               175              $29,088      $24,739            NAP          NAP                 NAP           NAP
               176              $29,867          NAP       $538,232      12/31/2003         $504,674        12/31/2004
               177              $28,871          NAP       $545,356      12/31/2004         $570,009        12/31/2005
               178              $32,429          NAP       $392,491      12/31/2004         $696,876        12/31/2005
                                $27,729          NAP
               179              $19,336          NAP            NAP          NAP            $291,414        12/31/2005
               180               $8,394          NAP            NAP          NAP            $126,764        12/31/2005
               181              $26,204      $21,786        $89,353      12/31/2004         $195,832        12/31/2005
               182              $30,560          NAP       $419,937      12/31/2004         $375,254        12/31/2005
               183               $9,055          NAP       $132,611      12/31/2004         $120,478        12/31/2005
               184              $26,632          NAP       $456,582      12/31/2004         $523,618        12/31/2005
               185              $39,477          NAP       $340,660      12/31/2004         $438,933        12/31/2005
               186              $30,751          NAP       $371,619      12/31/2003         $569,821        12/31/2004
               187              $29,852          NAP       $415,313      12/31/2004         $513,225        12/31/2005
               188              $25,922          NAP       $390,670      12/31/2004         $394,913        12/31/2005
               189              $27,324      $23,669       $462,243      12/31/2004         $535,472        12/31/2005
               190              $24,767      $20,454       $617,411      12/31/2004         $376,502        12/31/2005
               191              $25,306          NAP            NAP          NAP                 NAP           NAP
               192              $31,172          NAP       $562,167      12/31/2004         $529,468        12/31/2005
               193              $27,810          NAP       $606,767      12/31/2004         $570,817        12/31/2005
               194              $37,283          NAP       $418,050      12/31/2004         $425,625        12/31/2005
               195              $24,992      $21,043       $444,113      12/31/2004         $400,325        12/31/2005
               196              $25,289          NAP       $321,010      12/31/2004         $332,086        12/31/2005
               197              $24,470          NAP            NAP          NAP                 NAP           NAP
               198              $24,388      $20,458       $243,085      12/31/2004         $227,632        12/31/2005
               199              $24,125          NAP            NAP          NAP                 NAP           NAP
               200              $24,273      $20,660            NAP          NAP            $375,783        12/31/2005
               201              $23,598          NAP       $362,042      12/31/2004         $363,168        12/31/2005
               202              $23,905      $20,176            NAP          NAP                 NAP           NAP
               203              $23,725          NAP       $392,947      12/31/2003         $317,510        12/31/2005
               204              $24,707          NAP       $457,786      12/31/2004         $461,048        12/31/2005
               205              $23,931          NAP            NAP          NAP                 NAP           NAP
               206              $32,724          NAP       $530,637      12/31/2004         $595,814        12/31/2005
               207              $32,239          NAP       $416,058      12/31/2004         $513,642        12/31/2005
               208              $26,015          NAP       $706,646      12/31/2004         $731,500        12/31/2005
               209              $22,612          NAP            NAP          NAP                 NAP           NAP
                                $22,881          NAP
               210               $8,359          NAP       $123,953      12/31/2004         $104,187        12/31/2005
               211               $7,308          NAP        $84,625      12/31/2004          $86,264        12/31/2005
               212               $4,060          NAP        $63,783      12/31/2004          $66,592        12/31/2005
               213               $3,153          NAP        $48,677      12/31/2004          $43,860        12/31/2005
               214              $25,256          NAP       $503,993      12/31/2004         $538,643        12/31/2005
               215              $22,471          NAP       $291,737      12/31/2004         $323,791        12/31/2005
               216              $22,773          NAP       $465,454      12/31/2003         $484,728        12/31/2004
               217              $34,222          NAP       $588,800      12/31/2004         $575,494        12/31/2005
               218              $31,334          NAP       $577,333      12/31/2004         $536,632        12/31/2005
               219              $21,522          NAP       $490,844      12/31/2004         $505,813        12/31/2005
               220              $14,281          NAP            NAP          NAP                 NAP           NAP
               221               $9,849          NAP            NAP          NAP                 NAP           NAP
                                $23,704          NAP
               222              $10,326          NAP       $201,491      12/31/2004         $181,046        12/31/2005
               223               $7,041          NAP        $72,655      12/31/2004          $64,640        12/31/2005
               224               $6,337          NAP       $101,855      12/31/2004          $51,481        12/31/2005
               225              $21,561          NAP            NAP          NAP                 NAP           NAP
               226              $22,327          NAP       $278,576      12/31/2004         $311,660        12/31/2005
               227              $20,581      $17,211       $178,497      12/31/2004         $183,120        12/31/2005
               228              $24,027          NAP       $351,779      12/31/2003         $454,038        12/31/2004
               229              $19,226          NAP            NAP          NAP                 NAP           NAP
               230              $29,660          NAP       $463,121      12/31/2004         $454,419        12/31/2005
               231              $24,063          NAP       $492,369      12/31/2003         $559,130        12/31/2004
               232              $20,117          NAP       $321,806      12/31/2004         $331,000        12/31/2005
               233              $22,668          NAP            NAP          NAP            $310,299        12/31/2005
               234              $19,891          NAP            NAP          NAP                 NAP           NAP
               235              $19,371          NAP        $66,959      12/31/2004         $251,804        12/31/2005
               236              $19,028          NAP       $234,252      12/31/2004         $257,352        12/31/2005
               237              $18,407      $13,400            NAP          NAP                 NAP           NAP
               238              $18,506          NAP            NAP          NAP                 NAP           NAP
               239              $18,560          NAP            NAP          NAP            $238,019        12/31/2005
               240                  NAP      $15,158       $347,984      12/31/2004         $321,120        12/31/2005
               241              $19,605          NAP       $322,413      12/31/2004         $366,043        12/31/2005
               242              $19,160          NAP       $285,286      12/31/2004         $206,817        12/31/2005
               243              $17,950          NAP            NAP          NAP                 NAP           NAP
               244              $16,850      $14,135            NAP          NAP            $104,648        12/31/2005
               245              $17,106          NAP       $217,147      12/31/2004         $251,155        12/31/2005
               246              $18,875      $15,189       $307,654      12/31/2004         $305,056        12/31/2005
               247              $23,612          NAP       $263,408      12/31/2004         $296,498        12/31/2005
               248              $16,680      $14,053            NAP          NAP                 NAP           NAP
               249              $16,950          NAP            NAP          NAP                 NAP           NAP
               250              $24,388          NAP       $293,287      12/31/2004         $327,946        12/31/2005
               251              $16,417          NAP       $266,100      12/31/2004         $309,212        12/31/2005
               252              $16,039          NAP            NAP          NAP                 NAP           NAP
               253              $15,752          NAP       $201,099      12/31/2004         $218,398        12/31/2005
               254              $16,977          NAP            NAP          NAP                 NAP           NAP
               255                  NAP      $13,040            NAP          NAP                 NAP           NAP
               256              $15,388      $12,917            NAP          NAP                 NAP           NAP
               257              $15,365      $12,999       $286,794      12/31/2004         $290,454        12/31/2005
               258              $16,254          NAP            NAP          NAP            $252,803        12/31/2005
               259              $15,677      $13,488            NAP          NAP                 NAP           NAP
               260              $14,876      $12,526        $86,024      12/31/2004         $140,604        12/31/2005
               261              $14,801          NAP            NAP          NAP                 NAP           NAP
               262              $14,993          NAP       $238,063      12/31/2004         $238,908        12/31/2005
               263              $14,761          NAP       $363,230      12/31/2004         $358,184        12/31/2005
               264              $14,533          NAP       $195,533      12/31/2003         $197,452        12/31/2004
               265              $16,326          NAP            NAP          NAP                 NAP           NAP
               266              $24,514          NAP       $190,463      12/31/2004         $312,027        12/31/2005
               267              $14,528          NAP       $330,804      12/31/2004         $333,832        12/31/2005
               268              $14,949          NAP            NAP          NAP                 NAP           NAP
               269              $14,606          NAP            NAP          NAP                 NAP           NAP
               270              $14,214          NAP            NAP          NAP                 NAP           NAP
               271              $13,892      $11,625            NAP          NAP                 NAP           NAP
               272              $13,984          NAP            NAP          NAP                 NAP           NAP
               273              $19,351          NAP       $207,511      12/31/2004         $299,454        12/31/2005
                                $13,466      $11,203
               274               $9,677       $8,050       $135,586      12/31/2004         $137,506        12/31/2005
               275               $3,789       $3,153        $55,037      12/31/2004          $73,497        12/31/2005
               276              $13,804          NAP       $219,905      12/31/2004         $243,474        12/31/2005
               277              $13,671      $11,712            NAP          NAP             $28,691        12/31/2005
               278              $13,715          NAP       $104,792      12/31/2004         $143,566        12/31/2005
               279              $13,098          NAP       $122,589      12/31/2004         $128,981        12/31/2005
               280              $13,040          NAP            NAP          NAP                 NAP           NAP
               281              $12,337          NAP            NAP          NAP            $129,371        12/31/2005
               282              $12,911          NAP       $214,539      12/31/2004         $213,654        12/31/2005
               283              $12,214      $10,334       $160,170      12/31/2004         $206,445        12/31/2005
               284              $12,120      $10,308            NAP          NAP                 NAP           NAP
               285              $11,978          NAP       $130,537      12/31/2004         $148,855        12/31/2005
               286              $12,223          NAP            NAP          NAP                 NAP           NAP
               287              $12,009      $10,207            NAP          NAP                 NAP           NAP
               288              $11,637          NAP       $185,382      12/31/2004         $200,563        12/31/2005
               289              $11,477          NAP            NAP          NAP                 NAP           NAP
               290              $11,404          NAP       $156,521      12/31/2004         $174,446        12/31/2005
               291                  NAP       $9,466            NAP          NAP                 NAP           NAP
               292              $12,096          NAP       $261,525      12/31/2004         $275,720        12/31/2005
               293              $10,644          NAP            NAP          NAP                 NAP           NAP
               294              $10,154       $8,539            NAP          NAP                 NAP           NAP
               295                  NAP       $8,670            NAP          NAP                 NAP           NAP
               296               $9,960          NAP            NAP          NAP                 NAP           NAP
               297               $9,778          NAP            NAP          NAP            $150,331        12/31/2005
               298               $9,253          NAP       $172,576      12/31/2004         $203,997        12/31/2005
               299               $9,815          NAP            NAP          NAP                 NAP           NAP
               300               $9,114       $7,763            NAP          NAP            -$13,010        12/31/2005
               301               $9,392          NAP            NAP          NAP            $168,643        12/31/2004
               302               $9,314          NAP       $224,341      12/31/2003         $220,432        12/31/2004
               303               $8,993          NAP        $42,186      12/31/2004          $25,838        12/31/2005
               304               $8,955          NAP       $132,754      12/31/2004         $154,505        12/31/2005
               305               $9,089          NAP            NAP          NAP                 NAP           NAP
               306               $9,117          NAP       $205,714          NAP                 NAP           NAP
               307               $8,386       $7,156            NAP          NAP             $43,110        12/31/2005
               308               $8,569          NAP            NAP          NAP                 NAP           NAP
                                 $8,149       $7,105
               309               $4,100       $3,575        $58,465      12/31/2004          $61,311        12/31/2005
               310               $4,049       $3,531            NAP          NAP             $37,424        12/31/2005
               311               $7,591          NAP       $104,383      12/31/2004         $115,158        12/31/2005
               312               $7,756          NAP            NAP          NAP                 NAP           NAP
               313               $8,271          NAP       $131,508      12/31/2004         $163,316        12/31/2005
               314               $7,240          NAP        $99,524      12/31/2004         $106,818        12/31/2005
               315               $6,745          NAP            NAP          NAP                 NAP           NAP
               316               $6,251          NAP        $46,852      12/31/2004         $118,561        12/31/2005
               317               $6,234          NAP       $103,167      12/31/2004         $110,539        12/31/2005
               318               $5,702          NAP        $80,316      12/31/2004         $101,262        12/31/2005

TOTALS AND WEIGHTED AVERAGES:


            MORTGAGE               MOST           MOST RECENT         UNDERWRITTEN  UNDERWRITTEN   UNDERWRITABLE  UNDERWRITTEN
            LOAN NO.            RECENT NOI        NOI END DATE             EGI        EXPENSES           NOI         RESERVES
-------------------------------------------------------------------------------------------------------------------------------

                                                                       $41,422,759     $9,925,792   $31,496,967     $2,433,559
                1               $2,318,850      TTM (09/30/2006)        $3,597,136       $781,945    $2,815,190       $126,010
                2               $2,923,734      TTM (09/30/2006)        $4,262,155     $1,064,058    $3,198,098       $246,888
                3               $4,495,276      TTM (09/30/2006)        $5,264,690       $709,547    $4,555,144       $175,605
                4               $1,259,449      TTM (09/30/2006)        $2,849,237       $642,049    $2,207,188       $250,517
                5               $1,802,942      TTM (09/30/2006)        $2,417,674       $718,270    $1,699,404       $188,032
                6               $1,236,529      TTM (09/30/2006)        $2,295,453       $705,380    $1,590,073       $121,853
                7               $1,345,470      TTM (09/30/2006)        $2,128,013       $475,046    $1,652,966       $119,873
                8               $1,452,785      TTM (09/30/2006)        $1,986,865       $490,453    $1,496,412        $74,865
                9               $1,502,041      TTM (09/30/2006)        $1,913,541       $466,125    $1,447,416        $71,039
                10              $1,119,675      TTM (09/30/2006)        $1,608,406       $429,442    $1,178,964        $87,922
                11                $738,935      TTM (09/30/2006)        $1,703,413       $469,690    $1,233,724        $74,382
                12              $1,095,458      TTM (09/30/2006)        $1,392,322       $274,644    $1,117,678       $136,276
                13                $933,822      TTM (09/30/2006)        $1,334,988       $334,981    $1,000,007        $68,013
                14                $773,417      TTM (09/30/2006)        $1,198,314       $303,689      $894,625        $57,187
                15                $375,842      TTM (09/30/2006)          $990,591       $300,989      $689,602       $114,167
                16                $707,541      TTM (09/30/2006)          $904,024       $157,648      $746,376        $70,129
                17                $646,752      TTM (09/30/2006)          $940,717       $289,776      $650,942       $119,663
                18                $648,535      TTM (09/30/2006)          $830,640       $153,174      $677,466        $58,429
                19                $530,334      TTM (09/30/2006)          $878,551       $219,604      $658,947        $45,107
                20                $619,816      TTM (09/30/2006)          $715,785       $237,585      $478,200        $54,255
                21                $426,801      TTM (09/30/2006)          $544,734       $118,385      $426,350        $38,219
                22                $291,487      TTM (09/30/2006)          $475,646       $115,461      $360,184        $26,287
                23                $799,480      TTM (09/30/2006)          $751,785       $360,390      $391,394        $86,776
                24                $261,211      TTM (09/30/2006)          $438,079       $107,462      $330,617        $22,066
                25             $25,942,651     T-12 (06/30/2006)       $35,348,774    $10,217,362   $25,131,412     $1,095,250
                26             $10,458,627     T-12 (08/31/2006)       $21,803,980    $10,527,248   $11,276,732     $1,155,498
                27             $10,008,309     T-12 (09/30/2006)       $41,134,356    $30,812,580   $10,321,776     $1,645,374
                28             $12,618,046         12/31/2005          $21,268,175     $9,884,589   $11,383,586       $924,481
                29              $5,202,976     T-12 (07/31/2006)        $8,085,820     $2,655,284    $5,430,536       $109,800
                30              $6,170,238      TTM (08/31/2006)        $9,858,901     $4,326,486    $5,532,415       $327,399
                31              $3,021,210     T-12 (07/31/2006)        $6,894,275     $2,255,865    $4,638,410       $618,545
                32              $4,118,126   T-6 (09/30/2006) Ann.      $7,580,127     $2,879,294    $4,700,833       $242,012
                33              $3,843,193     T-12 (07/31/2006)        $5,612,477     $1,917,830    $3,694,647        $67,500
                34              $1,015,000      T-3 (06/30/2006)       $10,741,598     $6,386,744    $4,354,854       $427,416
                35              $4,791,426      TTM (06/30/2006)        $8,626,906     $3,521,765    $5,105,141       $495,356
                36                     NAP            NAP               $5,015,811     $2,296,277    $2,719,533       $182,400
                37                     NAP            NAP               $1,181,285       $582,656      $598,629        $77,112
                38                     NAP            NAP               $3,497,410       $104,922    $3,392,487        $79,320
                39                     NAP            NAP               $3,378,239       $786,385    $2,591,854        $40,415
                40              $2,385,478      TTM (07/31/2006)        $4,755,506     $2,093,632    $2,661,874       $122,055
                41              $2,343,748      TTM (06/30/2006)        $3,592,982     $1,279,909    $2,313,073       $175,061
                42              $2,490,705   T-4 (04/30/2006) Ann.      $4,240,338     $2,066,281    $2,174,057       $190,418
                                                                        $2,994,585       $714,396    $2,263,360        $84,574
                43              $1,263,331     T-12 (08/31/2006)        $1,687,693       $397,990    $1,272,874        $35,837
                44                 $92,212   T-3 (03/30/2006) Ann.        $416,351       $102,087      $314,264        $18,202
                45                $261,052   T-3 (03/30/2006) Ann.        $349,527        $86,689      $262,838        $15,685
                46                $272,239   T-6 (06/30/2006) Ann.        $293,778        $65,135      $228,643         $8,100
                47                $197,350   T-6 (06/30/2006) Ann.        $247,236        $62,495      $184,741         $6,750
                48              $2,672,847     T-12 (08/31/2006)        $5,500,103     $3,062,186    $2,437,917       $220,004
                49              $1,404,577      TTM (09/30/2006)        $2,845,851     $1,085,695    $1,760,156        $70,400
                50              $1,952,184  8 mos. (08/31/2006) Ann.    $2,642,757       $720,759    $1,921,998        $77,906
                51              $1,286,165   T-9 (09/30/2006) Ann.      $2,752,530     $1,042,423    $1,710,107        $45,800
                                                                        $2,295,415       $472,636    $1,822,778        $51,987
                52                     NAP            NAP                 $589,426       $136,916      $452,509         $7,052
                53                     NAP            NAP                 $513,738        $87,341      $426,397         $6,064
                54                     NAP            NAP                 $398,454        $46,292      $352,163         $5,000
                55                     NAP            NAP                 $323,210        $76,485      $246,725        $12,686
                56                     NAP            NAP                 $300,124        $98,506      $201,617        $12,957
                57                     NAP            NAP                 $170,463        $27,096      $143,367         $8,228
                58              $1,128,328   T-9 (09/30/2006) Ann.      $3,042,015     $1,341,894    $1,700,120       $177,545
                59                     NAP            NAP               $2,062,060       $501,983    $1,560,077        $71,919
                60              $2,143,031     T-12 (07/31/2006)        $4,068,932     $1,807,945    $2,260,987        $68,984
                61              $2,106,767      TTM (07/31/2006)        $3,402,082     $1,808,009    $1,594,072        $67,200
                62                $776,456     T-12 (09/30/2006)        $1,919,961       $444,577    $1,475,383        $12,499
                63              $1,436,269      TTM (05/31/2006)        $2,282,802       $774,410    $1,508,392        $47,840
                64                     NAP            NAP               $1,696,072       $328,544    $1,367,528        $31,590
                65              $1,246,200      TTM (06/30/2006)        $2,282,778     $1,006,635    $1,276,143        $30,850
                66              $1,344,312      TTM (09/30/2006)        $1,928,988       $620,308    $1,308,680        $80,250
                67              $1,862,792     T-12 (09/30/2006)        $2,155,405       $831,922    $1,323,483        $93,375
                68              $1,028,742      TTM (11/30/2006)        $2,793,542     $1,469,350    $1,324,192       $150,266
                69              $1,909,474   YTD (07/31/2006) Ann.      $2,998,397     $1,111,830    $1,886,567       $200,524
                70              $1,150,395         12/31/2005           $1,754,259       $358,958    $1,395,301       $103,060
                71                     NAP            NAP                 $694,753       $177,717      $517,036        $25,378
                72                     NAP            NAP                 $707,549       $168,964      $538,585         $2,361
                73              $1,101,670     T-12 (06/30/2006)        $2,280,417     $1,169,556    $1,110,861        $65,593
                74                $706,132     T-12 (08/31/2006)        $1,738,012       $586,707    $1,151,305        $33,452
                75                     NAP            NAP               $1,468,935        $44,068    $1,424,867       $129,837
                76              $1,365,143      TTM (07/31/2006)        $2,460,691     $1,174,979    $1,285,712        $98,000
                77                     NAP            NAP               $1,544,871       $392,723    $1,152,148        $66,242
                78                     NAP            NAP               $1,502,884       $493,494    $1,009,390        $39,866
                79              $1,012,557      TTM (08/31/2006)        $1,530,470       $546,179      $984,291        $47,208
                80              $1,111,843     T-12 (06/30/2006)        $2,044,150       $885,131    $1,159,019       $161,071
                81              $1,271,146         12/31/2005           $1,974,593       $746,854    $1,227,739        $49,950
                82                     NAP            NAP               $1,260,972       $364,171      $896,801        $18,880
                83              $1,071,851         12/31/2005           $1,627,819       $666,212      $961,608        $38,774
                                                                        $2,027,356       $839,242    $1,188,113        $74,250
                84                $555,889      TTM (06/30/2006)          $841,730       $322,862      $518,867        $28,500
                85                $453,845      TTM (06/30/2006)          $828,819       $340,225      $488,594        $30,000
                86                $166,205      TTM (06/30/2006)          $356,807       $176,155      $180,652        $15,750
                87                $704,723      TTM (06/30/2006)        $1,139,330       $217,148      $922,182        $36,857
                88                $714,047   T-8 (08/31/2006) Ann.      $1,126,435       $234,951      $891,484        $21,881
                89                $920,692      TTM (08/31/2006)        $1,188,996       $296,391      $892,605        $45,503
                90                     NAP            NAP               $1,304,556       $385,112      $919,444        $11,719
                91                $890,689     T-12 (09/30/2006)        $1,321,429       $493,355      $828,073        $30,816
                92                     NAP            NAP                 $911,755        $36,470      $875,285        $39,304
                                                                        $1,108,298       $330,890      $777,408        $20,250
                93                $177,753      TTM (09/30/2006)          $239,735        $79,939      $159,796         $5,500
                94                $187,823      TTM (09/30/2006)          $229,413        $68,901      $160,512         $5,250
                95                $119,421      TTM (09/30/2006)          $152,883        $40,054      $112,830         $1,569
                96                $112,760      TTM (09/30/2006)          $144,356        $37,820      $106,536         $1,481
                97                 $91,350      TTM (09/30/2006)          $116,947        $30,639       $86,308         $1,200
                98                 $93,467      TTM (09/30/2006)          $134,901        $39,588       $95,312         $3,250
                99                 $66,501      TTM (09/30/2006)           $90,064        $33,950       $56,114         $2,000
               100              $1,274,355     T-12 (09/30/2006)        $5,848,102     $4,580,893    $1,267,209       $233,924
               101              $1,087,082     (08/31/2006) Ann.        $2,926,069     $1,975,480      $950,589             $0
               102                $759,858      TTM (09/30/2006)        $1,111,981       $318,198      $793,783        $30,516
               103                     NAP            NAP                 $947,902       $206,734      $741,167        $36,414
               104              $1,006,290      TTM (07/31/2006)        $1,721,101       $753,601      $967,500        $59,708
               105              $1,000,045      TTM (07/31/2006)        $1,656,662       $713,270      $943,391        $56,826
                                                                        $1,972,334     $1,078,723      $893,612        $89,250
               106                $494,414      TTM (06/30/2006)        $1,044,081       $541,286      $502,795        $48,000
               107                $365,251      TTM (06/30/2006)          $928,253       $537,437      $390,817        $41,250
               108              $1,027,164      TTM (07/31/2006)        $1,692,205       $769,233      $922,972        $64,000
               109              $1,052,803     T-12 (08/31/2006)        $2,710,538     $1,697,622    $1,012,916       $108,422
               110                $443,108         12/31/2005             $708,905       $254,084      $454,822        $31,170
               111                     NAP            NAP                 $362,405         $7,248      $355,157        $26,129
               112              $1,414,008     T-12 (06/30/2006)        $3,599,195     $2,461,871    $1,137,324       $143,968
               113                $476,777      TTM (06/30/2006)        $1,016,269       $290,229      $726,040        $49,976
               114                $674,706      TTM (08/31/2006)        $1,190,595       $494,824      $695,771        $25,000
               115                $398,900         12/31/2005           $2,014,818     $1,289,630      $725,188        $99,500
               116                $825,398      TTM (08/31/2006)        $1,359,377       $575,592      $783,784        $41,472
               117              $1,378,289         06/30/2006           $2,610,264     $1,276,369    $1,333,895        $57,600
               118                $874,556         06/30/2006           $2,174,300     $1,180,517      $993,783        $52,800
               119                $737,506     T-12 (04/31/2006)        $2,015,096     $1,157,854      $857,242        $77,500
               120                $770,877      TTM (07/31/2006)          $966,230       $269,220      $697,011        $49,881
               121                $478,580      YTD (08/31/2006)        $1,165,325       $482,030      $683,295        $62,203
               122              $1,082,172     T-12 (06/30/2006)        $2,280,350     $1,284,463      $995,887        $91,214
               123              $1,397,706   T-12 (04/2005-03/2006)     $3,095,912     $1,879,492    $1,216,420       $123,836
               124              $1,279,163         06/30/2006           $2,532,483     $1,337,794    $1,194,689        $51,200
               125                $690,573         12/31/2005             $980,852       $260,704      $720,149        $26,989
               126              $1,450,681      TTM (09/30/2006)        $2,579,337     $1,085,131    $1,494,206       $127,713
               127                $944,491      TTM (06/30/2006)        $2,610,521     $1,860,642      $854,299       $104,421
               128                $409,052     T-12 (05/31/2006)        $1,016,147       $346,596      $669,551        $68,505
               129                $840,302      TTM (06/30/2006)          $990,420       $292,304      $698,116         $7,250
               130                $664,237         06/30/2006           $1,484,522       $824,984      $659,538        $36,800
               131                $664,237         06/30/2006           $1,484,522       $824,984      $659,538        $36,800
               132                $562,933         12/31/2005             $975,770       $295,368      $680,402        $45,724
               133                $746,033         06/30/2006           $1,731,637       $967,510      $764,127        $44,000
               134                     NAP            NAP                 $724,667        $21,740      $702,927        $60,632
               135                $811,265      TTM (08/31/2006)        $1,133,241       $463,344      $669,897        $60,932
               136                $563,819     T-12 (08/31/2006)          $779,052       $203,630      $575,422        $21,458
               137                $477,633  YTD Annual (08/31/2006)       $884,475       $270,928      $613,547        $32,743
               138                $740,809     T-12 (06/30/2006)        $1,047,023       $327,844      $719,179       $116,408
               139                $657,525      TTM (07/31/2006)        $1,592,381       $972,342      $620,038        $27,648
               140                $285,859      YTD (09/30/2006)          $720,208       $123,440      $596,768        $34,407
               141                $486,152      T-7 (03/31/2006)        $1,202,884       $474,298      $728,587        $16,695
               142                $636,701   T-9 (09/30/2006) Ann.        $827,719       $199,381      $628,338        $41,400
               143                $814,508      TTM (09/30/2006)        $1,332,802       $476,940      $855,862        $55,878
               144                $766,444      T-9 (09/30/2006)        $3,327,636     $2,580,663      $746,973       $133,105
               145                $295,655     (06/30/2006) Ann.          $719,502       $204,325      $515,177        $32,655
               146                $693,152      TTM (08/31/2006)        $1,032,274       $394,037      $638,237        $78,131
               147                $712,293         06/30/2006           $1,569,754       $839,728      $730,026        $44,800
               148                $586,278      TTM (08/31/2006)          $713,003       $146,715      $566,289        $46,874
               149                $589,044      TTM (07/31/2006)          $939,554       $388,259      $551,295        $14,009
               150                $550,263      TTM (07/31/2006)        $1,093,910       $520,036      $573,874        $38,000
               151                $494,120      TTM (08/31/2006)        $1,067,369       $540,451      $526,918        $13,807
               152                $505,678         12/31/2005           $1,035,812       $296,597      $739,215       $129,120
               153                $546,025      TTM (07/31/2006)        $1,110,426       $520,587      $589,839        $11,376
               154                     NAP            NAP                 $651,056       $141,477      $509,578         $7,825
               155                $962,143         06/30/2006           $1,999,905     $1,067,379      $932,526        $43,200
               156                $834,874         06/30/2006           $1,786,946       $955,660      $831,286        $31,200
               157                     NAP            NAP                 $705,353       $220,817      $484,536        $33,293
               158                $164,700  YTD Annual (11/01/2006)     $1,005,906       $489,298      $516,608        $26,400
               159                $702,208     T-12 (06/30/2006)        $1,386,686       $720,634      $666,052        $55,467
               160                $603,449      TTM (08/31/2006)        $1,207,701       $584,618      $623,083        $48,048
               161                $432,096      TTM (06/30/2006)          $441,000         $4,410      $436,590             $0
               162                $267,701      TTM (05/31/2006)          $938,696       $446,292      $492,404        $25,000
               163                $835,874     T-12 (05/31/2006)        $2,188,240     $1,493,883      $694,357        $87,530
               164                $953,080   T-12 (04/2005-03/2006)     $4,436,310     $3,633,334      $802,976             $0
               165                $424,493      TTM (09/30/2006)          $744,925       $259,893      $485,032        $31,716
               166              $1,041,064         06/30/2006           $1,861,056       $868,973      $992,083        $35,200
               167                $569,211         06/30/2006           $1,062,782       $492,756      $570,026        $28,000
               168                $498,865         12/31/2005             $736,434       $215,569      $520,865        $80,471
               169                     NAP            NAP                 $765,642       $250,965      $514,677        $29,987
               170                     NAP            NAP                 $587,937       $106,765      $481,172        $16,588
               171                $528,396      TTM (07/31/2006)          $674,121       $191,913      $482,208        $37,204
               172                $675,993         06/30/2006           $1,501,175       $741,258      $759,917        $46,600
               173                     NAP            NAP                 $703,869       $218,066      $485,803        $14,771
               174                     NAP            NAP                 $588,110       $128,764      $459,346         $3,240
               175                $492,479  7 mos. (07/31/2006) Ann.      $478,884        $19,155      $459,728        $43,269
               176                $596,851         12/31/2005             $838,172       $328,456      $509,716        $13,100
               177                $585,339     T-12 (06/30/2006)          $738,503       $276,606      $461,897        $47,530
               178                $663,828     T-12 (03/31/2006)        $1,662,644     $1,015,904      $646,740        $66,506
                                                                          $681,106       $248,554      $432,552        $17,231
               179                $283,025      TTM (08/31/2006)          $471,914       $172,365      $299,549        $13,399
               180                $138,114      TTM (08/31/2006)          $209,192        $76,189      $133,003         $3,833
               181                $352,726      TTM (07/31/2006)          $492,948       $135,839      $357,109        $21,179
               182                $444,880         06/30/2006           $1,214,103       $700,096      $514,007        $30,400
               183                $140,489         06/30/2006             $354,903       $221,082      $133,821         $9,600
               184                $535,069      TTM (09/30/2006)          $577,596       $147,476      $430,120        $30,401
               185                $510,618         06/30/2006           $1,121,385       $587,056      $534,329        $36,800
               186                $773,300         12/31/2005           $2,118,176     $1,393,599      $724,576        $84,727
               187                $591,428     T-12 (05/31/2006)        $1,657,936     $1,080,832      $577,104        $66,317
               188                $412,761      TTM (10/31/2006)          $689,131       $258,883      $430,248        $13,043
               189                $494,168     (06/30/2006) Ann.        $1,560,390     $1,028,235      $532,155        $62,416
               190                $429,938      TTM (08/31/2006)          $815,571       $398,894      $416,677        $46,280
               191                     NAP            NAP                 $460,332       $107,373      $352,959         $6,000
               192                $601,759         06/30/2006           $1,390,681       $745,230      $645,451        $28,800
               193                $687,165   T-9 (09/30/2006) Ann.      $1,512,085       $944,222      $567,863        $60,483
               194                $488,352         06/30/2006             $962,096       $475,335      $486,761        $31,600
               195                $384,427      TTM (07/31/2006)          $782,026       $387,022      $395,004        $26,936
               196                $351,167      TTM (08/31/2006)          $908,981       $465,664      $443,317        $33,000
               197                     NAP            NAP                 $838,178       $259,513      $578,665        $53,229
               198                $212,226     T-12 (07/31/2006)          $482,515       $110,791      $371,724        $19,809
               199                     NAP            NAP                 $513,686       $131,234      $382,452         $8,980
               200                $389,666      TTM (08/31/2006)          $578,880       $165,987      $412,894        $26,530
               201                $245,302      TTM (09/30/2006)          $513,225       $123,986      $389,239        $32,438
               202                     NAP            NAP                 $471,461        $86,507      $384,954         $2,393
               203                $427,719     T-12 (09/30/2006)          $601,966       $170,204      $431,762        $76,548
               204                $463,078      TTM (06/30/2006)          $589,887       $169,162      $420,725        $54,234
               205                     NAP            NAP                 $568,115       $196,202      $371,914        $23,492
               206                $626,494         06/30/2006           $1,238,551       $650,375      $588,177        $32,000
               207                $520,200         06/30/2006           $1,339,537       $792,515      $547,022        $36,000
               208                $654,924      TTM (06/30/2006)        $1,701,476     $1,114,611      $586,865        $68,059
               209                     NAP            NAP                 $501,984        $98,441      $403,543        $29,844
                                                                          $683,323       $328,691      $354,631        $23,750
               210                $134,911      TTM (09/30/2006)          $253,801       $103,637      $150,163         $8,000
               211                 $89,756      TTM (09/30/2006)          $215,510       $119,940       $95,570         $8,250
               212                 $56,753      TTM (09/30/2006)          $117,364        $60,450       $56,914         $4,500
               213                 $49,671      TTM (09/30/2006)           $96,648        $44,664       $51,984         $3,000
               214                $687,150     T-12 (06/30/2006)        $1,352,185       $823,328      $528,857        $54,087
               215                $221,462      TTM (07/31/2006)          $743,204       $376,053      $367,150        $40,250
               216                $482,988         12/31/2005           $1,207,176       $707,019      $500,157        $80,683
               217                $569,455         06/30/2006           $1,200,956       $643,138      $557,818        $36,800
               218                $640,003         06/30/2006           $1,073,490       $520,255      $553,235        $25,200
               219                $509,465      TTM (07/31/2006)        $1,097,675       $541,253      $556,422        $12,435
               220                $249,066         12/31/2005             $318,015        $85,070      $232,945        $17,339
               221                $202,567         12/31/2005             $250,858        $83,202      $167,656        $17,734
                                                                          $617,069       $235,227      $381,842        $47,894
               222                $200,851      YTD (07/31/2006)          $255,004        $86,173      $168,831        $21,170
               223                 $48,456      YTD (07/31/2006)          $199,617        $90,131      $109,486        $16,647
               224                $113,847      YTD (07/31/2006)          $162,448        $58,923      $103,525        $10,077
               225                     NAP            NAP                 $468,977       $138,049      $330,928        $12,000
               226                $322,809      TTM (08/31/2006)          $811,871       $454,041      $357,830        $34,000
               227                $220,596      YTD (03/31/2006)          $459,779       $144,103      $315,677        $17,130
               228                $557,632         12/31/2005           $1,383,244       $884,993      $498,251        $55,330
               229                     NAP            NAP                 $412,593       $120,660      $291,934        $14,327
               230                $566,263      TTM (06/30/2006)        $1,504,151       $965,969      $538,182        $60,166
               231                $646,204         12/31/2005             $868,248       $281,328      $586,920        $65,770
               232                $463,572      TTM (06/30/2006)          $478,389       $182,084      $296,305         $6,171
               233                $382,475      TTM (09/30/2006)          $420,958        $65,857      $355,101        $19,861
               234                     NAP            NAP                 $453,173       $120,542      $332,631        $36,650
               235                $255,799      TTM (06/30/2006)          $675,993       $373,632      $302,360        $24,250
               236                $279,103      TTM (06/30/2006)          $430,120       $109,356      $320,763        $28,547
               237                     NAP            NAP                 $440,789       $136,809      $303,980        $16,602
               238                     NAP            NAP                 $409,094       $108,859      $300,234        $24,575
               239                $290,528      TTM (07/31/2006)          $550,633       $254,537      $296,096         $6,669
               240                $274,998      TTM (07/31/2006)          $743,586       $399,601      $343,985        $14,000
               241                $413,143     T-12 (08/31/2006)        $1,260,721       $847,079      $413,642        $54,904
               242                $127,820      TTM (07/31/2006)          $488,441       $182,143      $306,298        $15,000
               243                $212,293      TTM (06/30/2006)          $444,356       $119,029      $325,327        $23,026
               244                $240,679     T-12 (08/31/2006)          $410,265       $113,870      $296,395         $7,008
               245                $270,102      TTM (09/30/2006)          $390,282       $125,399      $264,884         $6,859
               246                $322,444      TTM (05/31/2006)          $595,673       $306,034      $289,639        $28,000
               247                $308,438         06/30/2006             $604,371       $288,782      $315,589         $9,450
               248                     NAP            NAP                 $463,801       $201,859      $261,942        $14,400
               249                $223,109      TTM (06/30/2006)          $342,975        $72,361      $270,615        $18,136
               250                $417,302         06/30/2006             $803,684       $392,563      $411,121        $25,600
               251                $373,269      TTM (09/30/2006)          $414,034       $117,794      $296,240        $15,624
               252                     NAP            NAP                 $248,748         $4,975      $243,773         $9,027
               253                $225,985      TTM (07/31/2006)          $226,941         $6,808      $220,132         $1,529
               254                $239,163      TTM (08/31/2006)          $343,181        $77,654      $265,527        $10,873
               255                     NAP            NAP                 $345,000        $10,350      $334,650         $2,223
               256                     NAP            NAP                 $583,222       $295,995      $287,227        $38,496
               257                $255,146      TTM (08/31/2006)          $422,427       $134,340      $288,087        $37,794
               258                $308,070      TTM (04/30/2006)          $326,262        $69,561      $256,701        $17,614
               259                     NAP            NAP                 $288,894        $50,241      $238,653        $10,831
               260                $162,775      TTM (09/30/2006)          $284,098        $75,809      $208,289         $2,909
               261                     NAP            NAP                 $213,131         $6,394      $206,737         $1,519
               262                $287,376      TTM (06/30/2006)          $362,262        $78,794      $283,469        $27,220
               263                $351,680      TTM (06/30/2006)          $494,015       $214,363      $279,652        $34,128
               264                $210,292         12/31/2005             $209,284         $6,279      $203,005         $1,519
               265                     NAP            NAP                 $355,794       $106,990      $248,804        $12,190
               266                $455,347         06/30/2006           $1,065,441       $570,492      $494,949        $36,000
               267                $357,654      TTM (08/31/2006)          $429,616        $53,860      $312,458        $21,177
               268                     NAP            NAP                 $401,322       $146,383      $254,939         $3,365
               269                     NAP            NAP                 $369,917       $110,479      $259,438        $12,584
               270                $130,703      TTM (07/31/2006)          $325,072        $95,657      $229,414        $13,682
               271                $283,361      TTM (08/31/2006)          $376,672       $162,707      $213,965         $6,015
               272                $214,708            T-12                $320,837       $111,361      $209,476        $14,400
               273                $297,554         06/30/2006             $506,140       $237,864      $268,276        $16,000
                                                                          $302,285        $87,891      $214,394        $14,500
               274                $158,223      TTM (09/30/2006)          $206,183        $53,375      $152,808         $7,250
               275                 $63,119      TTM (09/30/2006)           $96,102        $34,516       $61,586         $7,250
               276                $271,408      TTM (09/30/2006)          $427,638       $154,516      $273,122         $8,036
               277                 $92,241      TTM (06/30/2006)          $274,654        $61,130      $213,523        $14,624
               278                 $86,333      YTD (08/31/2006)          $311,684        $80,449      $231,235        $24,667
               279                $120,249     (03/31/2006) Ann.          $277,877        $72,372      $205,505        $13,637
               280                     NAP            NAP                 $261,884        $64,721      $197,163        $13,058
               281                $185,530      TTM (09/30/2006)          $357,214       $160,202      $197,012         $6,615
               282                $195,817      TTM (05/31/2006)          $344,839       $142,939      $201,900         $9,529
               283                $218,781      TTM (06/30/2006)          $387,882       $197,347      $190,535         $5,313
               284                     NAP            NAP                 $244,658        $51,568      $193,090         $9,468
               285                $154,612      TTM (09/30/2006)          $346,688       $184,703      $161,984         $6,099
               286                 $77,191     (07/06/2006) Ann.          $277,342        $54,791      $222,551         $3,938
               287                $187,736         06/30/2006             $439,004       $257,585      $181,419        $15,000
               288                $182,308      TTM (07/31/2006)          $299,107       $121,794      $177,313         $8,087
               289                $185,348      TTM (06/30/2006)          $281,659       $102,172      $179,487        $15,376
               290                $191,939      TTM (07/31/2006)          $302,023       $121,111      $180,912         $7,342
               291                     NAP            NAP                 $234,823        $56,865      $177,958         $8,673
               292                $227,047      TTM (09/30/2006)          $413,332       $190,300      $223,032        $15,500
               293                     NAP            NAP                 $520,627       $352,391      $168,236        $22,464
               294                $115,086      TTM (02/28/2006)          $265,761       $108,791      $156,970        $10,500
               295                     NAP            NAP                 $214,137        $41,229      $172,907         $8,496
               296                $208,105      YTD (08/31/2006)          $235,275        $77,485      $157,790        $11,200
               297                $158,277      TTM (06/30/2006)          $189,294        $36,686      $152,608        $11,475
               298                $199,869      TTM (09/30/2006)          $278,132       $126,952      $151,180        $16,446
               299                     NAP            NAP                 $171,720         $5,152      $166,568         $7,479
               300                $122,589      TTM (06/30/2006)          $239,346        $35,537      $203,809        $13,384
               301                $197,833         12/31/2005             $296,284        $84,655      $211,629        $17,286
               302                $227,162      TTM (09/30/2006)          $359,418       $157,673      $201,745         $8,218
               303                 $71,288      TTM (07/31/2006)          $203,256        $48,896      $154,360        $22,711
               304                $149,658      TTM (07/31/2006)          $290,451       $136,953      $153,498         $5,800
               305                 $83,800      TTM (07/31/2006)          $196,068        $54,340      $141,728         $8,979
               306                $205,714        T-12 (2006)             $317,011       $159,499      $157,513        $17,004
               307                 $90,490     T-12 (06/30/2006)          $163,182        $38,272      $124,909         $7,680
               308                     NAP            NAP                 $170,421        $31,550      $138,871         $5,907
                                                                          $212,945        $85,981      $126,964         $5,719
               309                 $64,694      TTM (06/30/2006)          $116,933        $51,393       $65,541         $3,146
               310                 $67,022      TTM (07/31/2006)           $96,012        $34,588       $61,424         $2,573
               311                $119,801      TTM (09/30/2006)          $221,438       $102,572      $118,866         $9,500
               312                     NAP            NAP                 $186,685        $66,606      $120,078         $7,739
               313                $162,989      TTM (07/31/2006)          $236,628        $92,527      $144,101        $20,372
               314                $126,685      TTM (08/31/2006)          $173,912        $63,326      $110,587         $4,559
               315                 $55,313      YTD (07/31/2006)          $181,951        $53,846      $128,105         $8,524
               316                $109,586      TTM (08/31/2006)          $220,947       $114,072      $106,875         $3,850
               317                $110,920      TTM (06/30/2006)          $119,602        $19,326      $100,276         $4,943
               318                $106,956      TTM (07/31/2006)          $178,972        $75,736      $103,236         $6,543

TOTALS AND WEIGHTED AVERAGES:


                                                                                         MARKET STUDY
            MORTGAGE           UNDERWRITABLE    BALLOON        CURRENT     SOURCE OF    CAPITALIZATION
            LOAN NO.             CASH FLOW      BALANCE       VALUE(11)    VALUE(11)        RATE(11)    VALUATION DATE
----------------------------------------------------------------------------------------------------------------------

                                 $29,063,407  $250,000,000  $476,420,000
                1                 $2,689,180   $28,600,000   $64,000,000    Appraisal         NAP         10/19/2006
                2                 $2,951,209   $27,300,000   $51,500,000    Appraisal         NAP         10/20/2006
                3                 $4,379,539   $19,300,000   $31,500,000    Appraisal         NAP         10/18/2006
                4                 $1,956,671   $19,100,000   $35,100,000    Appraisal         NAP         10/18/2006
                5                 $1,511,371   $14,200,000   $27,100,000    Appraisal         NAP         11/02/2006
                6                 $1,468,220   $14,200,000   $27,000,000    Appraisal         NAP         10/18/2006
                7                 $1,533,093   $13,400,000   $24,000,000    Appraisal         NAP         10/18/2006
                8                 $1,421,547   $12,300,000   $21,000,000    Appraisal         NAP         10/23/2006
                9                 $1,376,377   $11,600,000   $20,200,000    Appraisal         NAP         10/20/2006
                10                $1,091,042   $10,800,000   $19,070,000    Appraisal         NAP         10/18/2006
                11                $1,159,342   $10,300,000   $17,810,000    Appraisal         NAP         10/19/2006
                12                  $981,403    $9,300,000   $17,700,000    Appraisal         NAP         10/18/2006
                13                  $931,994    $8,700,000   $14,600,000    Appraisal         NAP         10/23/2006
                14                  $837,438    $7,300,000   $12,000,000    Appraisal         NAP         10/18/2006
                15                  $575,434    $5,900,000   $13,100,000    Appraisal         NAP         10/18/2006
                16                  $676,248    $5,700,000    $9,440,000    Appraisal         NAP         10/18/2006
                17                  $531,278    $5,300,000   $12,050,000    Appraisal         NAP         10/18/2006
                18                  $619,037    $5,200,000    $8,500,000    Appraisal         NAP         10/18/2006
                19                  $613,840    $4,800,000    $7,800,000    Appraisal         NAP         10/20/2006
                20                  $423,945    $4,500,000   $12,000,000    Appraisal         NAP         10/23/2006
                21                  $388,131    $3,400,000    $6,500,000    Appraisal         NAP         10/18/2006
                22                  $333,897    $3,200,000    $5,200,000    Appraisal         NAP         10/18/2006
                23                  $304,619    $3,100,000   $14,950,000    Appraisal         NAP         10/18/2006
                24                  $308,552    $2,500,000    $4,300,000    Appraisal         NAP         10/18/2006
                25               $24,036,162  $225,000,000  $500,000,000    Appraisal         NAP         09/01/2006
                26               $10,121,234  $118,000,000  $148,000,000    Appraisal         NAP         10/31/2006
                27                $8,676,402   $94,391,450  $131,000,000    Appraisal         NAP            NAP
                28               $10,459,105   $85,000,000  $210,000,000    Appraisal         NAP         10/01/2006
                29                $5,320,736   $64,200,000  $101,800,000    Appraisal         NAP         09/26/2006
                30                $5,205,016   $57,111,536   $77,000,000    Appraisal         NAP         09/15/2006
                31                $4,019,865   $56,200,000   $72,000,000    Appraisal         NAP         08/31/2006
                32                $4,458,821   $47,703,673   $70,000,000    Appraisal         NAP         12/07/2005
                33                $3,627,147   $49,000,000   $66,800,000    Appraisal         NAP         08/30/2006
                34                $3,927,438   $36,006,025   $63,200,000    Appraisal         NAP         08/01/2006
                35                $4,609,785   $37,500,000   $69,000,000    Appraisal         NAP         09/15/2006
                36                $2,537,133   $26,935,696   $38,200,000    Appraisal         NAP         09/21/2006
                37                  $521,517    $4,989,727    $8,700,000    Appraisal         NAP         09/21/2006
                38                $3,313,167   $33,675,000   $52,000,000    Appraisal         NAP         04/19/2006
                39                $2,551,439   $29,000,000   $39,290,000    Appraisal         NAP         08/14/2006
                40                $2,539,819   $25,931,084   $38,100,000    Appraisal         NAP         07/21/2006
                41                $2,138,012   $23,524,399   $31,700,000    Appraisal         NAP         09/12/2006
                42                $1,983,639   $21,647,955   $30,500,000    Appraisal         NAP         10/06/2006
                                  $2,067,694   $20,979,260   $29,340,000
                43                $1,175,385   $11,606,334   $16,100,000    Appraisal         NAP         10/24/2006
                44                  $284,022    $2,847,517    $3,950,000    Appraisal         NAP         10/25/2006
                45                  $227,063    $2,433,005    $3,390,000    Appraisal         NAP         10/25/2006
                46                  $215,109    $2,297,838    $3,200,000    Appraisal         NAP         10/25/2006
                47                  $166,115    $1,794,566    $2,700,000    Appraisal         NAP         10/25/2006
                48                $2,217,913   $19,375,837   $31,500,000    Appraisal         NAP         12/01/2006
                49                $1,689,756   $20,047,045   $30,700,000    Appraisal         NAP         12/01/2006
                50                $1,844,092   $20,500,000   $30,500,000    Appraisal         NAP         08/29/2006
                51                $1,664,307   $17,972,222   $32,000,000    Appraisal         NAP         09/29/2006
                                  $1,770,791   $16,496,236   $26,030,000
                52                  $445,458    $4,613,622    $7,280,000    Appraisal         NAP         04/05/2006
                53                  $420,333    $3,802,437    $6,000,000    Appraisal         NAP         04/05/2006
                54                  $347,163    $2,883,514    $4,550,000    Appraisal         NAP         04/05/2006
                55                  $234,038    $2,091,340    $3,300,000    Appraisal         NAP         04/12/2006
                56                  $188,660    $1,774,471    $2,800,000    Appraisal         NAP         04/06/2006
                57                  $135,139    $1,330,853    $2,100,000    Appraisal         NAP         04/03/2006
                58                $1,522,575   $14,983,695   $24,400,000    Appraisal         NAP         10/20/2005
                59                $1,488,158   $15,810,480   $25,500,000    Appraisal         NAP         10/01/2006
                60                $1,919,991   $15,716,233   $24,500,000    Appraisal         NAP         09/26/2006
                61                $1,526,872   $15,442,682   $25,300,000    Appraisal         NAP         03/20/2006
                62                $1,417,750   $15,251,820   $25,100,000    Appraisal         NAP         10/31/2006
                63                $1,460,552   $14,553,186   $24,800,000    Appraisal         NAP         04/20/2006
                64                $1,335,938   $15,200,000   $20,000,000    Appraisal         NAP         09/20/2006
                65                $1,245,293   $13,889,720   $19,400,000    Appraisal         NAP         07/01/2006
                66                $1,228,430   $12,603,127   $17,600,000    Appraisal         NAP         10/02/2006
                67                $1,230,108   $12,276,763   $17,000,000    Appraisal         NAP         10/10/2006
                68                $1,173,926   $12,532,023   $17,800,000    Appraisal         NAP         09/21/2006
                69                $1,686,042   $11,150,754   $19,700,000    Appraisal         NAP         07/26/2006
                70                $1,292,240    $9,800,231   $18,400,000    Appraisal         NAP         10/31/2006
                71                  $491,657    $5,370,431    $9,750,000    Appraisal         NAP         10/01/2006
                72                  $536,224    $5,232,727    $9,500,000    Appraisal         NAP         07/18/2006
                73                $1,045,268   $11,240,325   $16,300,000    Appraisal         NAP         08/11/2006
                74                  $983,614   $10,588,079   $15,400,000    Appraisal         NAP         09/19/2006
                75                $1,295,030   $10,157,418   $18,400,000    Appraisal         NAP         11/11/2005
                76                $1,187,712   $10,287,652   $15,110,000    Appraisal         NAP         07/27/2006
                77                $1,085,906   $10,930,033   $16,300,000    Appraisal         NAP         09/15/2006
                78                  $969,524   $10,932,982   $14,700,000    Appraisal         NAP         09/29/2006
                79                  $937,083   $10,419,216   $14,450,000    Appraisal         NAP         09/27/2006
                80                  $997,948    $9,739,621   $19,200,000    Appraisal         NAP         07/26/2006
                81                $1,177,789    $7,157,919   $18,600,000    Appraisal         NAP         11/01/2006
                82                  $877,921   $10,263,011   $16,800,000    Appraisal         NAP         08/01/2006
                83                  $922,834    $9,241,573   $15,400,000    Appraisal         NAP         10/16/2006
                                  $1,113,863    $9,623,543   $13,430,000
                84                  $490,367    $4,357,829    $6,050,000    Appraisal         NAP         08/16/2006
                85                  $458,594    $3,922,075    $5,530,000    Appraisal         NAP         08/16/2006
                86                  $164,902    $1,343,639    $1,850,000    Appraisal         NAP         08/16/2006
                87                  $885,324    $8,739,686   $13,680,000    Appraisal         NAP         09/05/2006
                88                  $822,266   $10,000,000   $12,500,000    Appraisal         NAP         10/22/2006
                89                  $847,103    $9,383,981   $13,200,000    Appraisal         NAP         09/11/2006
                90                  $863,482    $8,281,842   $12,300,000    Appraisal         NAP         08/01/2006
                91                  $797,257    $8,602,316   $12,000,000    Appraisal         NAP         10/26/2006
                92                  $835,981    $8,007,025   $12,800,000    Appraisal         NAP         06/01/2006
                                    $757,158    $8,555,508   $16,500,000
                93                  $154,296    $1,778,508    $3,430,000    Appraisal         NAP         10/10/2006
                94                  $155,262    $1,685,176    $3,250,000    Appraisal         NAP         10/11/2006
                95                  $111,261    $1,301,475    $2,510,000    Appraisal         NAP         10/10/2006
                96                  $105,055    $1,228,882    $2,370,000    Appraisal         NAP         10/10/2006
                97                   $85,108      $995,550    $1,920,000    Appraisal         NAP         10/10/2006
                98                   $92,062      $897,032    $1,730,000    Appraisal         NAP         10/10/2006
                99                   $54,114      $668,885    $1,290,000    Appraisal         NAP         10/11/2006
               100                $1,033,285    $7,587,657   $13,675,000    Appraisal         NAP         09/01/2008
               101                  $950,589    $7,626,673   $13,575,000    Appraisal         NAP         09/20/2006
               102                  $763,267    $8,416,764   $12,400,000    Appraisal         NAP         09/26/2006
               103                  $704,753    $8,422,958   $12,250,000    Appraisal         NAP         08/09/2006
               104                  $907,792    $7,737,073   $11,250,000    Appraisal         NAP         08/02/2006
               105                  $886,565    $7,748,023   $11,570,000    Appraisal         NAP         07/27/2006
                                    $804,362    $7,711,248   $11,700,000
               106                  $454,795    $4,481,751    $6,800,000    Appraisal         NAP         07/07/2006
               107                  $349,567    $3,229,497    $4,900,000    Appraisal         NAP         07/07/2006
               108                  $858,972    $7,698,511   $11,400,000    Appraisal         NAP         07/27/2006
               109                  $904,495    $6,684,577   $12,000,000    Appraisal         NAP         10/19/2006
               110                  $423,652    $4,140,643    $6,000,000    Appraisal         NAP         08/24/2006
               111                  $329,028    $3,423,995    $4,850,000    Appraisal         NAP         08/24/2006
               112                  $993,356    $6,701,019   $14,700,000    Appraisal         NAP         07/01/2006
               113                  $676,064    $7,781,699   $11,000,000    Appraisal         NAP         08/25/2006
               114                  $670,771    $8,200,000   $15,600,000    Appraisal         NAP         09/28/2006
               115                  $625,688    $6,767,838    $9,700,000    Appraisal         NAP         08/08/2005
               116                  $742,312    $6,646,081    $9,970,000    Appraisal         NAP         07/27/2007
               117                $1,276,295    $6,799,967   $19,761,407  Market Study       6.750%       09/22/2006
               118                  $940,983    $6,006,800   $13,250,440  Market Study       7.500%       09/21/2006
               119                  $779,742    $6,545,051   $10,000,000    Appraisal         NAP         05/18/2006
               120                  $647,130    $6,429,229    $9,475,000    Appraisal         NAP         08/24/2006
               121                  $621,092    $6,641,706    $9,700,000    Appraisal         NAP         09/02/2006
               122                  $904,673    $5,912,663   $10,700,000    Appraisal         NAP         07/26/2006
               123                $1,092,584    $5,919,409   $13,700,000    Appraisal         NAP         04/13/2006
               124                $1,143,489    $5,724,779   $17,080,701  Market Study       7.625%       09/21/2006
               125                  $693,160    $6,424,189    $9,460,000    Appraisal         NAP         06/14/2006
               126                $1,366,494    $5,525,297   $21,800,000    Appraisal         NAP         09/16/2006
               127                  $749,878    $5,518,914    $9,600,000    Appraisal         NAP         07/07/2006
               128                  $601,046    $5,930,537    $9,980,000    Appraisal         NAP         06/05/2006
               129                  $690,866    $6,536,700    $8,800,000    Appraisal         NAP         06/06/2006
               130                  $622,738    $5,070,714   $14,089,621  Market Study       6.250%       09/21/2006
               131                  $622,738      $521,096   $14,089,621  Market Study       6.250%       09/21/2006
               132                  $634,677    $5,748,389   $10,200,000    Appraisal         NAP         09/21/2006
               133                  $720,127    $6,033,374   $15,114,596  Market Study       6.550%       09/20/2006
               134                  $642,296    $5,723,212    $8,950,000    Appraisal         NAP         05/30/2006
               135                  $608,964    $5,883,654    $8,300,000    Appraisal         NAP         09/27/2006
               136                  $516,451    $5,943,221   $10,500,000    Appraisal         NAP         08/28/2006
               137                  $580,804    $6,134,112    $9,350,000    Appraisal         NAP         01/30/2006
               138                  $602,771    $5,770,481    $9,800,000    Appraisal         NAP         08/18/2006
               139                  $592,390    $6,113,189    $8,500,000    Appraisal         NAP         07/21/2006
               140                  $562,361    $6,500,000    $8,150,000    Appraisal         NAP         10/02/2006
               141                  $599,514    $5,034,075   $12,500,000    Appraisal         NAP         06/15/2006
               142                  $586,938    $5,507,620    $8,100,000    Appraisal         NAP         02/06/2006
               143                  $799,984    $5,417,006   $11,500,000    Appraisal         NAP         10/03/2006
               144                  $613,868    $4,972,304   $11,800,000    Appraisal         NAP         04/13/2006
               145                  $482,522    $5,872,869    $7,840,000    Appraisal         NAP         06/23/2006
               146                  $560,107    $5,571,389    $7,760,000    Appraisal         NAP         10/18/2006
               147                  $685,226    $4,683,138   $12,675,717  Market Study       6.250%       09/21/2006
               148                  $519,415    $5,130,603    $9,500,000    Appraisal         NAP         09/15/2006
               149                  $537,286    $5,428,681    $8,380,000    Appraisal         NAP         08/23/2006
               150                  $535,874    $5,880,000    $7,350,000    Appraisal         NAP         09/26/2006
               151                  $513,111    $5,482,498    $7,450,000    Appraisal         NAP         08/15/2006
               152                  $610,095    $5,070,264    $9,100,000    Appraisal         NAP         02/01/2006
               153                  $578,463    $4,887,548    $8,460,000    Appraisal         NAP         09/19/2006
               154                  $487,932    $4,811,617    $7,250,000    Appraisal         NAP         12/01/2006
               155                  $889,326    $4,466,555   $14,632,684  Market Study       6.500%       09/19/2006
               156                  $800,086    $4,317,472   $14,532,445  Market Study       6.500%       10/09/2006
               157                  $451,243    $5,060,931    $8,000,000    Appraisal         NAP         08/18/2006
               158                  $490,208    $5,237,513    $7,000,000    Appraisal         NAP         10/02/2006
               159                  $610,585    $4,417,768    $8,000,000    Appraisal         NAP         07/18/2006
               160                  $575,035    $5,575,000    $7,300,000    Appraisal         NAP         09/26/2006
               161                  $436,590    $5,575,000    $7,000,000    Appraisal         NAP         07/06/2006
               162                  $467,404    $4,998,368    $8,200,000    Appraisal         NAP         06/19/2006
               163                  $606,827    $5,008,896    $8,000,000    Appraisal         NAP         08/01/2006
               164                  $802,976    $4,301,437   $11,300,000    Appraisal         NAP         04/13/2006
               165                  $453,315    $4,961,496    $7,350,000    Appraisal         NAP         09/08/2006
               166                  $956,883    $4,126,776   $14,697,526  Market Study       6.750%       09/27/2006
               167                  $542,026    $3,971,782   $12,930,537  Market Study       6.625%       09/27/2006
               168                  $440,394    $4,599,232    $6,400,000    Appraisal         NAP         08/23/2006
               169                  $484,690    $4,329,603    $6,950,000    Appraisal         NAP         08/29/2006
               170                  $464,584    $4,615,428    $6,400,000    Appraisal         NAP         09/20/2006
               171                  $445,004    $4,469,523    $6,550,000    Appraisal         NAP         08/08/2006
               172                  $713,317    $2,137,959   $11,053,338  Market Study       6.875%       09/18/2006
               173                  $459,466    $4,447,725    $7,400,000    Appraisal         NAP         08/04/2006
               174                  $437,872    $4,233,470    $6,960,000    Appraisal         NAP         08/05/2006
               175                  $416,459    $4,352,998    $6,900,000    Appraisal         NAP         09/04/2006
               176                  $496,616    $4,119,517    $6,400,000    Appraisal         NAP         07/20/2006
               177                  $414,367    $4,083,173    $7,000,000    Appraisal         NAP         03/14/2006
               178                  $580,234    $3,765,789    $7,000,000    Appraisal         NAP         04/10/2006
                                    $415,321    $3,929,794    $6,360,000
               179                  $286,150    $2,740,235    $4,600,000    Appraisal         NAP         09/21/2006
               180                  $129,171    $1,189,559    $1,760,000    Appraisal         NAP         09/21/2006
               181                  $335,931    $4,201,011    $5,900,000    Appraisal         NAP         09/16/2006
               182                  $483,607    $2,730,376    $8,086,286  Market Study       6.875%       09/20/2006
               183                  $124,221      $808,905    $1,946,752  Market Study       6.875%       09/20/2006
               184                  $399,719    $3,804,863    $5,800,000    Appraisal         NAP         09/13/2006
               185                  $497,529    $3,976,588    $7,633,271  Market Study       7.000%       09/20/2006
               186                  $639,849    $3,569,910    $7,800,000    Appraisal         NAP         02/14/2006
               187                  $510,787    $3,533,244    $6,400,000    Appraisal         NAP         05/25/2006
               188                  $417,205    $3,706,318    $5,600,000    Appraisal         NAP         10/04/2006
               189                  $469,739    $3,897,963    $5,800,000    Appraisal         NAP         06/16/2006
               190                  $370,397    $3,864,028    $5,425,000    Appraisal         NAP         10/16/2006
               191                  $346,959    $3,626,854    $5,700,000    Appraisal         NAP         10/13/2006
               192                  $616,651    $3,084,450   $10,578,076  Market Study       7.750%       09/27/2006
               193                  $507,380    $3,346,330    $6,140,000    Appraisal         NAP         01/19/2006
               194                  $455,161    $3,353,275    $6,280,787  Market Study       7.750%       09/20/2006
               195                  $368,068    $3,795,751    $5,300,000    Appraisal         NAP         06/28/2006
               196                  $410,317    $3,572,830    $5,250,000    Appraisal         NAP         09/21/2006
               197                  $525,436    $3,525,668    $7,580,000    Appraisal         NAP         09/06/2005
               198                  $351,916    $3,857,450    $6,400,000    Appraisal         NAP         08/23/2006
               199                  $348,404    $3,482,091    $5,890,000    Appraisal         NAP         11/07/2006
               200                  $386,364    $3,752,498    $6,800,000    Appraisal         NAP         08/15/2006
               201                  $356,801    $3,384,625    $5,790,000    Appraisal         NAP         09/26/2006
               202                  $362,464    $3,548,615    $5,460,000    Appraisal         NAP         09/07/2006
               203                  $355,214    $3,389,633    $5,375,000    Appraisal         NAP         10/16/2006
               204                  $366,491    $3,759,756    $5,400,000    Appraisal         NAP         08/04/2006
               205                  $348,422    $3,396,759    $5,100,000    Appraisal         NAP         09/01/2006
               206                  $556,177    $3,113,979    $8,402,529  Market Study       7.000%       09/20/2006
               207                  $511,022    $3,434,888    $8,162,534  Market Study       6.750%       09/21/2006
               208                  $518,806    $3,015,861    $6,100,000    Appraisal         NAP         08/16/2006
               209                  $360,301    $3,222,997    $5,800,000    Appraisal         NAP         07/28/2006
                                    $330,881    $3,232,559    $4,790,000
               210                  $142,163    $1,180,998    $1,750,000    Appraisal         NAP         09/22/2006
               211                   $87,320    $1,032,530    $1,530,000    Appraisal         NAP         09/22/2006
               212                   $52,414      $573,627      $850,000    Appraisal         NAP         09/22/2006
               213                   $48,984      $445,405      $660,000    Appraisal         NAP         09/22/2006
               214                  $474,770    $2,984,141    $6,300,000    Appraisal         NAP         09/01/2006
               215                  $326,900    $3,192,021    $4,660,000    Appraisal         NAP         09/19/2006
               216                  $368,811    $3,197,407    $6,200,000    Appraisal         NAP         07/24/2006
               217                  $521,018    $1,111,275    $8,581,815  Market Study       6.500%       09/19/2006
               218                  $528,035    $1,563,620    $7,729,963  Market Study       7.250%       10/03/2006
               219                  $543,987    $3,117,919    $8,390,000    Appraisal         NAP         09/19/2006
               220                  $215,606    $1,701,064    $2,900,000    Appraisal         NAP         02/03/2006
               221                  $149,922    $1,173,148    $2,000,000    Appraisal         NAP         02/03/2006
                                    $333,948    $2,818,651    $5,050,000
               222                  $147,660    $1,227,927    $2,200,000    Appraisal         NAP         08/11/2006
               223                   $92,839      $837,223    $1,500,000    Appraisal         NAP         08/11/2006
               224                   $93,448      $753,501    $1,350,000    Appraisal         NAP         08/11/2006
               225                  $318,928    $3,057,975    $4,550,000    Appraisal         NAP         07/13/2006
               226                  $323,830    $3,039,611    $5,050,000    Appraisal         NAP         06/07/2006
               227                  $298,547    $3,271,431    $5,500,000    Appraisal         NAP         08/11/2006
               228                  $442,921    $2,781,100    $5,000,000    Appraisal         NAP         01/28/2006
               229                  $277,607    $2,854,852    $4,800,000    Appraisal         NAP         06/07/2006
               230                  $478,016    $1,576,414    $5,400,000    Appraisal         NAP         07/06/2006
               231                  $521,150    $2,194,814    $7,600,000    Appraisal         NAP         05/22/2006
               232                  $290,134    $2,785,333    $4,160,000    Appraisal         NAP         08/29/2006
               233                  $335,240    $2,099,269    $5,050,000    Appraisal         NAP         10/10/2006
               234                  $295,981    $2,746,381    $4,000,000    Appraisal         NAP         08/07/2006
               235                  $278,110    $2,726,857    $4,340,000    Appraisal         NAP         08/02/2006
               236                  $292,216    $2,681,951    $4,250,000    Appraisal         NAP         08/02/2006
               237                  $287,378    $2,683,584    $4,250,000    Appraisal         NAP         10/03/2006
               238                  $275,659    $2,630,950    $3,920,000    Appraisal         NAP         09/28/2006
               239                  $289,427    $2,596,488    $4,300,000    Appraisal         NAP         08/02/2006
               240                  $329,985    $3,000,000    $5,420,000    Appraisal         NAP         08/14/2006
               241                  $358,738    $2,342,697    $4,400,000    Appraisal         NAP         10/09/2006
               242                  $291,298    $2,592,663    $4,000,000    Appraisal         NAP         07/10/2006
               243                  $302,301    $2,486,100    $5,100,000    Appraisal         NAP         08/17/2006
               244                  $272,638    $2,573,205    $3,830,000    Appraisal         NAP         10/16/2006
               245                  $258,025    $2,422,308    $3,670,000    Appraisal         NAP         09/26/2006
               246                  $261,639    $2,585,840    $3,550,000    Appraisal         NAP         06/09/2006
               247                  $306,139    $2,359,982    $5,303,644  Market Study       7.750%       09/20/2006
               248                  $247,542    $2,482,357    $3,850,000    Appraisal         NAP         10/19/2006
               249                  $252,478    $2,386,000    $3,920,000    Appraisal         NAP         09/06/2006
               250                  $385,521    $1,955,871    $5,741,581  Market Study       7.875%       09/29/2006
               251                  $280,616    $2,334,487    $3,740,000    Appraisal         NAP         09/21/2006
               252                  $234,746    $2,274,794    $3,850,000    Appraisal         NAP         10/03/2006
               253                  $218,603    $2,246,955    $3,630,000    Appraisal         NAP         10/02/2006
               254                  $254,653    $2,041,848    $4,000,000    Appraisal         NAP         09/22/2006
               255                  $332,427    $2,607,000    $5,310,000    Appraisal         NAP         08/29/2006
               256                  $248,730    $2,347,942    $3,600,000    Appraisal         NAP         09/18/2006
               257                  $250,293    $2,317,624    $3,200,000    Appraisal         NAP         09/14/2006
               258                  $239,088    $2,216,267    $3,380,000    Appraisal         NAP         05/22/2006
               259                  $227,822    $2,261,347    $3,355,000    Appraisal         NAP         10/01/2006
               260                  $205,381    $2,259,344    $3,400,000    Appraisal         NAP         09/06/2006
               261                  $205,219    $2,111,290    $3,400,000    Appraisal         NAP         10/02/2006
               262                  $256,249    $2,118,763    $3,575,000    Appraisal         NAP         08/09/2006
               263                  $245,524    $2,096,886    $3,560,000    Appraisal         NAP         09/14/2006
               264                  $201,487    $2,073,135    $3,350,000    Appraisal         NAP         10/02/2006
               265                  $236,615    $1,923,786    $3,150,000    Appraisal         NAP         08/22/2006
               266                  $458,949       $24,273    $6,711,173  Market Study       7.375%       09/29/2006
               267                  $291,281    $2,045,093    $5,000,000    Appraisal         NAP         09/22/2006
               268                  $251,574    $2,060,336    $4,550,000    Appraisal         NAP         08/08/2006
               269                  $241,695    $2,047,516    $3,775,000    Appraisal         NAP         04/03/2006
               270                  $215,732    $2,020,740    $3,280,000    Appraisal         NAP         09/12/2006
               271                  $207,950    $2,086,612    $3,000,000    Appraisal         NAP         09/08/2006
               272                  $195,076    $2,124,332    $2,965,000    Appraisal         NAP         06/06/2006
               273                  $252,276    $1,920,372    $9,330,823  Market Study       6.500%       09/21/2006
                                    $199,894    $2,080,339    $4,220,000
               274                  $145,558    $1,494,932    $2,890,000    Appraisal         NAP         10/10/2006
               275                   $54,336      $585,408    $1,330,000    Appraisal         NAP         10/10/2006
               276                  $265,087    $1,954,845    $4,010,000    Appraisal         NAP         09/26/2006
               277                  $198,899    $1,945,594    $3,000,000    Appraisal         NAP         08/23/2006
               278                  $206,568    $1,679,662    $2,920,000    Appraisal         NAP         09/08/2006
               279                  $191,868    $1,819,647    $3,000,000    Appraisal         NAP         08/03/2006
               280                  $184,104    $1,801,276    $2,800,000    Appraisal         NAP         09/05/2006
               281                  $190,397    $1,762,177    $2,800,000    Appraisal         NAP         09/21/2006
               282                  $192,371    $1,781,091    $3,565,000    Appraisal         NAP         07/01/2006
               283                  $185,222    $1,806,566    $3,100,000    Appraisal         NAP         09/06/2006
               284                  $183,623    $1,779,040    $3,000,000    Appraisal         NAP         09/05/2006
               285                  $155,885    $1,698,874    $2,800,000    Appraisal         NAP         09/05/2006
               286                  $206,251    $1,708,261    $2,650,000    Appraisal         NAP         06/16/2006
               287                  $166,419    $1,397,238    $4,173,285  Market Study       8.125%       09/20/2006
               288                  $169,226    $1,623,736    $2,430,000    Appraisal         NAP         09/21/2006
               289                  $164,111    $1,617,685    $2,600,000    Appraisal         NAP         09/07/2006
               290                  $173,570    $1,614,872    $2,500,000    Appraisal         NAP         09/26/2006
               291                  $169,285    $1,850,000    $2,725,000    Appraisal         NAP         08/26/2006
               292                  $207,532    $1,429,652    $2,275,000    Appraisal         NAP         08/09/2006
               293                  $145,772    $1,477,507    $2,530,000    Appraisal         NAP         10/11/2006
               294                  $146,470    $1,514,842    $2,200,000    Appraisal         NAP         11/23/2005
               295                  $164,412    $1,700,000    $2,500,000    Appraisal         NAP         08/26/2006
               296                  $146,591    $1,398,333    $2,100,000    Appraisal         NAP         09/09/2006
               297                  $141,133    $1,341,868    $2,060,000    Appraisal         NAP         08/09/2006
               298                  $134,734    $1,315,475    $2,370,000    Appraisal         NAP         09/11/2006
               299                  $159,089    $1,329,359    $2,700,000    Appraisal         NAP         02/23/2006
               300                  $190,425    $1,360,955    $3,360,000    Appraisal         NAP         09/05/2006
               301                  $194,343    $1,289,512    $2,775,000    Appraisal         NAP         04/03/2006
               302                  $193,527    $1,286,626    $4,000,000    Appraisal         NAP         08/28/2006
               303                  $131,649    $1,274,527    $1,950,000    Appraisal         NAP         09/15/2006
               304                  $147,698    $1,273,040    $2,100,000    Appraisal         NAP         09/18/2006
               305                  $132,749    $1,259,839    $1,950,000    Appraisal         NAP         08/23/2006
               306                  $140,509    $1,366,110    $2,350,000    Appraisal         NAP         08/22/2006
               307                  $117,230    $1,290,685    $2,050,000    Appraisal         NAP         08/23/2006
               308                  $132,964    $1,171,110    $1,800,000    Appraisal         NAP         07/27/2006
                                    $121,245    $1,128,983    $1,610,000
               309                   $62,394      $567,997      $810,000    Appraisal         NAP         08/23/2006
               310                   $58,851      $560,986      $800,000    Appraisal         NAP         08/23/2006
               311                  $109,366    $1,065,802    $1,600,000    Appraisal         NAP         08/04/2006
               312                  $112,340    $1,066,017    $1,590,000    Appraisal         NAP         07/28/2006
               313                  $123,729      $967,288    $1,700,000    Appraisal         NAP         08/16/2006
               314                  $106,028    $1,071,737    $1,430,000    Appraisal         NAP         08/24/2006
               315                  $119,581      $956,136    $1,665,000    Appraisal         NAP         09/11/2006
               316                  $103,025      $874,961    $1,500,000    Appraisal         NAP         10/02/2006
               317                   $95,333      $864,670    $1,350,000    Appraisal         NAP         08/25/2006
               318                   $96,693      $807,638    $1,660,000    Appraisal         NAP         09/27/2006

TOTALS AND WEIGHTED AVERAGES:


                                                                        LEASE
            MORTGAGE                                                  EXPIRATION
            LOAN NO.            LARGEST TENANT(12)                       DATE     % NSF  SECOND LARGEST TENANT(12)
------------------------------------------------------------------------------------------------------------------------------------

                1              Level 3 Communications                 09/30/2014   68.6% Material in Motion
                2              Brook Furniture                        06/30/2008   20.5% Kuehne & Nagel, Inc.
                3              Applied Materials                      02/28/2007   47.0% Cisco Systems
                4              Keeco                                  12/31/2012   60.8% EGL Eagle Global Log
                5              Electrical Insulation                  11/30/2008   15.0% Finisar Corporation
                6              Value Outsourcing                      12/31/2013   12.7% McCollister's Moving
                7              Cellsite Industries                    12/31/2009   26.8% Rackable Systems, Inc.
                8              Kosan Biosciences, Inc.                02/28/2013   34.4% Transplantation Tech
                9              Gen 3 Solar Inc                        08/31/2011   19.0% Gel-Pak, LLC
               10              Regal Plastics & Supply                08/31/2008   11.2% Pacific Insulation
               11              New Concepts, Inc.                     09/30/2010   10.1% Mega Force Corporation
               12              Unified Western Grocers                01/31/2008   78.1% Eco Duct, Inc.
               13              Kosan Biosciences, Inc.                02/29/2008   59.4% Creagri, Inc.
               14              Andevices, Inc                         09/30/2007   23.6% ABIT Computers
               15              Valley Relocation and Storage          01/31/2011  100.0% NAP
               16              Contract Office Group                  08/31/2007  100.0% NAP
               17              McCollister's Moving                   07/31/2012   33.7% Autodesk, Inc.
               18              Okidata Americas, Inc.                 07/31/2007   69.7% Sears Logistics
               19              HSQ Technologies                       10/31/2007   28.7% American Bath Enterprise
               20              Emser Tile, L.L.C.                     11/30/2008   11.1% In a Nutshell, Inc.
               21              GES Exposition Services                11/30/2010  100.0% NAP
               22              Quartz International                   12/31/2008   67.3% Highpoint Technology
               23              The Gene Schick Company                03/31/2007   21.9% Stew Superior Corporation
               24              DB Design Group, Inc.                  04/30/2008   38.5% Minarik Corporation
               25              JC Penney                              02/28/2027   32.4% Gap/Gapkids
               26              Buchanan Ingersoll, P.C.               12/31/2016   15.8% Thorp Reed Armstrong
               27              NAP                                       NAP        NAP  NAP
               28              CUNY (BMCC)                            05/01/2015   33.0% City of NY Real Estate Division
               29              NAP                                       NAP        NAP  NAP
               30              McCarter & English, LLP                02/29/2008   45.0% The Prudential Insurance Company of America
               31              The EMMES Corp                         05/31/2013   30.0% ADP
               32              Bank Hapoalim, B.M.                    04/30/2015   9.2%  Aventura Business Center, Inc.
               33              NAP                                       NAP        NAP  NAP
               34              NAP                                       NAP        NAP  NAP
               35              Whiting Petroleum Co                   10/31/2010   22.0% Parsons Infrastructure
               36              NAP                                       NAP        NAP  NAP
               37              NAP                                       NAP        NAP  NAP
               38              Pearson Education, Inc.                06/14/2020  100.0% NAP
               39              Coca-Cola Enterprises, Inc.            03/01/2017  100.0% NAP
               40              RCG Indiana                            06/01/2007   9.1%  Charter One Mortgage
               41              Safeway Steel Products, Inc.           03/31/2018   37.4% MRA-The Management Association, Inc.
               42              NAP                                       NAP        NAP  NAP

               43              PST Services, Inc.                     08/31/2015   37.5% Palmetto Technical College
               44              Eastern Wire Products                  11/30/2016   67.0% Pack-M LLC
               45              Iron Mountain Incorporated             07/31/2009   52.8% BellSouth Telecommunications
               46              Jason Incorporated                     12/31/2016  100.0% NAP
               47              Flip n Twist Gymnastics                03/31/2012   55.6% Tosca, Ltd.
               48              NAP                                       NAP        NAP  NAP
               49              NAP                                       NAP        NAP  NAP
               50              Vons                                   07/31/2024   51.1% California Buffet
               51              NAP                                       NAP        NAP  NAP

               52              DSHS, State of Washington              03/31/2016   77.6% NAP
               53              DSHS, State of Washington              05/31/2009  100.0% NAP
               54              Fransciscan Health System              08/14/2014  100.0% NAP
               55              DSHS, State of Washington              11/30/2008  100.0% NAP
               56              State of Washington (Employment
                                  Security Division)                  07/31/2010   39.1% Thurston County
               57              DSHS, State of Washington              10/31/2013  100.0% NAP
               58              Kerkering, Barberio & Co., P.A.        04/30/2015   28.0% HQ Global Workspaces Inc.
               59              Basset Furniture                       05/31/2016   40.3% Nu Image
               60              Taylor & Francis, Inc.                 02/28/2011   7.7%  SHPS
               61              NAP                                       NAP        NAP  NAP
               62              Sport Chalet                           05/19/2016   64.4% Wilshire Warehouse
               63              NAP                                       NAP        NAP  NAP
               64              Giant Eagle                            06/30/2026   82.7% Goodyear
               65              NAP                                       NAP        NAP  NAP
               66              Kaiser Foundation Health Plan          05/31/2011   20.2% Medical Development Int'l
               67              NAP                                       NAP        NAP  NAP
               68              Vitas Healthcare Corp. of Ohio         09/30/2011   10.4% Radiant Research, Inc.
               69              Rochester Gas & Electric               11/30/2013   64.3% AT&T
               70              USA Defense Commisary                  01/31/2007   24.6% As-Is Outlet
               71              Wells Fargo Bank                       07/14/2016   31.4% Delilah Enterprises
               72              Longs Drug Store                       06/01/2026  100.0% NAP
               73              NAP                                       NAP        NAP  NAP
               74              Utah Medical Association               09/30/2016   19.8% Staff Care, Inc.
               75              Consolidated Systems, Inc.             10/31/2026  100.0% NAP
               76              NAP                                       NAP        NAP  NAP
               77              Deposition Sciences, Inc.              02/27/2016  100.0% NAP
               78              Bassett Furniture                      09/30/2016   26.9% Capel Rugs
               79              Thomson Legal & Regulatory, Inc.       10/31/2015   58.0% Audatex North America, Inc.
               80              Sisley                                 10/14/2017   8.9%  Moss Corporate
               81              NAP                                       NAP        NAP  NAP
               82              Staples                                05/31/2021   58.3% Bank of America
               83              SunTrust Bank                          10/30/2016   51.3% Duke University

               84              NAP                                       NAP        NAP  NAP
               85              NAP                                       NAP        NAP  NAP
               86              NAP                                       NAP        NAP  NAP
               87              KDA                                    05/31/2016   12.6% Vitamin Shoppe
               88              Kroger's                               10/31/2013   41.3% Pleasants Hardware
               89               Patrol One                            10/31/2007   6.3%  Unique Party Rentals
               90              Surgery Center at Health Park, LLC     06/30/2016   32.9% The Center for Gastrointestinal Health at
                                                                                            Health Park, LLC
               91              NAP                                       NAP        NAP  NAP
               92              Reinsel Kuntz Lesher, LLP              06/30/2026  100.0% NAP

               93              NAP                                       NAP        NAP  NAP
               94              NAP                                       NAP        NAP  NAP
               95              NAP                                       NAP        NAP  NAP
               96              NAP                                       NAP        NAP  NAP
               97              NAP                                       NAP        NAP  NAP
               98              NAP                                       NAP        NAP  NAP
               99              NAP                                       NAP        NAP  NAP
               100             NAP                                       NAP        NAP  NAP
               101             NAP                                       NAP        NAP  NAP
               102             CSK Auto Inc.                          01/31/2010   16.4% True Value Hardware
               103             Dunn Edwards                           08/31/2011   25.4% Home Shopping Korea
               104             NAP                                       NAP        NAP  NAP
               105             NAP                                       NAP        NAP  NAP

               106             NAP                                       NAP        NAP  NAP
               107             NAP                                       NAP        NAP  NAP
               108             NAP                                       NAP        NAP  NAP
               109             NAP                                       NAP        NAP  NAP
               110             InterMed                               10/31/2008   67.2% AARP
               111             Orthopaedic Associates                 10/31/2015  100.0% NAP
               112             NAP                                       NAP        NAP  NAP
               113             American Skiing                        12/31/2006   22.8% Gateway Offices
               114             NAP                                       NAP        NAP  NAP
               115             NAP                                       NAP        NAP  NAP
               116             NAP                                       NAP        NAP  NAP
               117             NAP                                       NAP        NAP  NAP
               118             NAP                                       NAP        NAP  NAP
               119             NAP                                       NAP        NAP  NAP
               120             Murray's Auto                          02/28/2007   18.2% Century 21 - Premiere
               121             Cingular Wireless                      08/31/2010   24.1% Merrill Lynch
               122             NAP                                       NAP        NAP  NAP
               123             NAP                                       NAP        NAP  NAP
               124             NAP                                       NAP        NAP  NAP
               125             NAP                                       NAP        NAP  NAP
               126             William Sonoma                         01/01/2010   9.6%  Arrowhead Group
               127             NAP                                       NAP        NAP  NAP
               128             Keller Williams Realty                 09/22/2010   23.2% American Pacific Mortgage Corp
               129             NAP                                       NAP        NAP  NAP
               130             NAP                                       NAP        NAP  NAP
               131             NAP                                       NAP        NAP  NAP
               132             ABC Supermarket                        09/30/2009   15.2% Taste of Hong Kong
               133             NAP                                       NAP        NAP  NAP
               134             Bay Valley Foods                       06/30/2015  100.0% NAP
               135             O'Neal Inc                             12/01/2016   69.4% South Carolina Steel
               136             International Academy of Style         06/30/2009   12.5% Sneakers
               137             Atlanta Bread Cafe                     09/30/2016   15.5% Remax
               138             Kroger Food Stores #660                08/31/2013   44.0% CVS Pharmacy # 4733-01
               139             NAP                                       NAP        NAP  NAP
               140             Dollar Tree                            04/01/2010   24.3% Shoe Show
               141             AllState                               10/31/2007   20.3% Dean Mead
               142             NAP                                       NAP        NAP  NAP
               143             CPC Restaurants, Inc. (Chicago Pizza)  08/31/2010   10.3% Dunkin' Donuts
               144             NAP                                       NAP        NAP  NAP
               145             CapMar                                 09/30/2011   23.2% Surgical Specialists
               146             Naval Sea System Command               09/16/2012   52.3% Advanced Services, Inc.
               147             NAP                                       NAP        NAP  NAP
               148             Hollander Glass, Inc                   11/04/2018   34.0% A Plus Label
               149             NAP                                       NAP        NAP  NAP
               150             NAP                                       NAP        NAP  NAP
               151             NAP                                       NAP        NAP  NAP
               152             Carter Street, L.L.C.                  06/01/2018   37.4% Bealls Outlet
               153             NAP                                       NAP        NAP  NAP
               154             Bedrosian Tile                         10/31/2021  100.0% NAP
               155             NAP                                       NAP        NAP  NAP
               156             NAP                                       NAP        NAP  NAP
               157             DD's                                   01/31/2017   56.9% 99 Cents Only Store
               158             NAP                                       NAP        NAP  NAP
               159             NAP                                       NAP        NAP  NAP
               160             NAP                                       NAP        NAP  NAP
               161             Lowe's                                 12/12/2023  100.0% NAP
               162             NAP                                       NAP        NAP  NAP
               163             NAP                                       NAP        NAP  NAP
               164             NAP                                       NAP        NAP  NAP
               165             State of Hawaii, DAGS                  09/30/2010   14.1% General Service Admin - USDA
               166             NAP                                       NAP        NAP  NAP
               167             NAP                                       NAP        NAP  NAP
               168             Amarr Company                          04/30/2010   11.6% Overhead Door Corporation
               169             Ginn Development Company               09/30/2026  100.0% NAP
               170             Patagonia Grill                        08/31/2011   12.6% Mac Electronics
               171             Brookshire Grocery Co.                 08/28/2017   76.1% Movie Gallery
               172             NAP                                       NAP        NAP  NAP
               173             FedEx Ground Package Systems Inc.      04/30/2016  100.0% NAP
               174             RE/MAX All Executives                  09/27/2013   22.2% Anytime Fitness
               175             Builders First Source Southeastern
                                  Group, Inc.                         01/01/2021  100.0% NAP
               176             NAP                                       NAP        NAP  NAP
               177             Eckerd                                 08/31/2011   22.9% Dog Daycare
               178             NAP                                       NAP        NAP  NAP

               179             NAP                                       NAP        NAP  NAP
               180             NAP                                       NAP        NAP  NAP
               181             Asian Buffet                           11/30/2009   21.0% Blockbuster Video
               182             NAP                                       NAP        NAP  NAP
               183             NAP                                       NAP        NAP  NAP
               184             OSF Healthcare                         04/01/2007   59.0% CBDC
               185             NAP                                       NAP        NAP  NAP
               186             NAP                                       NAP        NAP  NAP
               187             NAP                                       NAP        NAP  NAP
               188             NAP                                       NAP        NAP  NAP
               189             NAP                                       NAP        NAP  NAP
               190             The Landmark Design Group              05/31/2009   33.6% Sullivan, Andrews & Taylor, PC
               191             NAP                                       NAP        NAP  NAP
               192             NAP                                       NAP        NAP  NAP
               193             NAP                                       NAP        NAP  NAP
               194             NAP                                       NAP        NAP  NAP
               195             NAP                                       NAP        NAP  NAP
               196             NAP                                       NAP        NAP  NAP
               197             Velocity Sports                        07/31/2015   52.3% Double Play
               198             Wells Fargo                            02/14/2009   30.4% Pacific Dental
               199             White Cap Industries                   03/31/2007  100.0% NAP
               200             CallWave                               07/31/2010   86.7% Amer. Persion
               201             Wellness Matters                       08/31/2014   41.9% Tuallity Healthcare
               202             CATO's                                 01/31/2010   17.5% Valley Pets
               203             Dollar General                         05/31/2015   28.6% Big Lots (% rent)
               204             Florida Legacy Allstars                   MTM       8.4%  Syncor International Corporation
               205             HJN Real Estate Team                   07/31/2016   35.1% Meta Payment Systems
               206             NAP                                       NAP        NAP  NAP
               207             NAP                                       NAP        NAP  NAP
               208             NAP                                       NAP        NAP  NAP
               209             Super Buffet                           07/31/2011   15.6% Pizza Inn

               210             NAP                                       NAP        NAP  NAP
               211             NAP                                       NAP        NAP  NAP
               212             NAP                                       NAP        NAP  NAP
               213             NAP                                       NAP        NAP  NAP
               214             NAP                                       NAP        NAP  NAP
               215             NAP                                       NAP        NAP  NAP
               216             Wells Fargo Bank                       12/31/2015   19.3% Fleck
               217             NAP                                       NAP        NAP  NAP
               218             NAP                                       NAP        NAP  NAP
               219             NAP                                       NAP        NAP  NAP
               220             REMAX of Sparta                        10/01/2010   31.0% The Arts Experience
               221             Princeton Search Group, Inc.           07/01/2010   25.1% JCV, LLC

               222             Top Shoes, Inc.                        07/31/2007   28.9% John Brown University
               223             Chinese Pavillion Hunan Restaurant     12/31/2006   24.3% Broadway Stars
               224             Dixie Restauants Inc                   12/31/2010   41.7% Kellogg & Co
               225             NAP                                       NAP        NAP  NAP
               226             NAP                                       NAP        NAP  NAP
               227             Solvang Antique Center                 05/01/2009   35.7% Renaissance
               228             NAP                                       NAP        NAP  NAP
               229             Thomas & King (Applebees)              04/30/2011   32.9% Best Mattress
               230             NAP                                       NAP        NAP  NAP
               231             Ocala Carpet & Tile                       MTM       6.3%  Certified Medical System
               232             NAP                                       NAP        NAP  NAP
               233             Mattress Store                         07/31/2010   35.0% Cactus Taverna
               234             Irgens Development - Columbia
                                  St. Mary's Hospital                 04/30/2011   33.0% Chase Bank
               235             NAP                                       NAP        NAP  NAP
               236             AC Fitness                             11/18/2012   35.9% Dollar General
               237             Michaels                               02/28/2017  100.0% NAP
               238             FES Distribution, LLC                  08/31/2007   27.0% Restaurant Liquid Services, LLC
               239             NAP                                       NAP        NAP  NAP
               240             NAP                                       NAP        NAP  NAP
               241             NAP                                       NAP        NAP  NAP
               242             NAP                                       NAP        NAP  NAP
               243             Family Dollar                          06/30/2015   38.6% Central Laundries
               244             Gymquest of Lisle, LLC                 08/31/2012   42.6% LeSaut, LLC (Pump It Up)
               245             NAP                                       NAP        NAP  NAP
               246             NAP                                       NAP        NAP  NAP
               247             NAP                                       NAP        NAP  NAP
               248             NAP                                       NAP        NAP  NAP
               249             Valley Christian Center                08/31/2010   21.3% Credit Guard
               250             NAP                                       NAP        NAP  NAP
               251             AL HMA Phys. Mgt, Inc                  01/31/2014   69.0% Couch's Jewelry
               252             Fedex Ground Packaging System, Inc.    07/19/2016  100.0% NAP
               253             CVS                                    06/30/2019  100.0% NAP
               254             Bed Pro                                01/31/2011   26.7% Mr. Oak. Furniture
               255             Walgreen Co.                           04/01/2081  100.0% NAP
               256             TGW-Ermanco Inc.                       09/30/2013  100.0% NAP
               257             PS Finishing, Inc.                     03/31/2007   22.7% The Statement Company
               258             Lockwood Greene                        09/30/2008   50.1% Vista Care
               259             Sardella's                             03/08/2016   31.4% Senor Coyote
               260             Stop N Save                            03/31/2011   36.6% Taqueria
               261             CVS                                    11/30/2019  100.0% NAP
               262             Peebles                                10/31/2016   39.6% Hibbett Sporting
               263             WV Department of Tourism               12/14/2011   69.5% Board of Risk & Insurance, WV
               264             CVS                                    11/30/2019  100.0% NAP
               265             NAP                                       NAP        NAP  NAP
               266             NAP                                       NAP        NAP  NAP
               267             Manee Thai, Inc.                       11/30/2010   20.2% K-7 Dairy Store
               268             TriCounty Psychiatry, P.A.             09/30/2010   30.8% MoJo's Cuban Grill, Inc.
               269             New Traditions                         09/30/2017   52.7% AG Edwards
               270             Continental Title, LLC                 11/30/2010   24.7% Champion Wood
               271             NAP                                       NAP        NAP  NAP
               272             NAP                                       NAP        NAP  NAP
               273             NAP                                       NAP        NAP  NAP

               274             NAP                                       NAP        NAP  NAP
               275             NAP                                       NAP        NAP  NAP
               276             NAP                                       NAP        NAP  NAP
               277             Dollar Tree                            11/30/2011   45.8% Anytime Fitness
               278             Dental Care Partners                   01/31/2014   55.1% Magic American Products
               279             Issa Homes, Inc.                       10/01/2018   33.4% International Power Group
               280             Buffet City                            07/31/2013   29.6% McAlister's Deli
               281             NAP                                       NAP        NAP  NAP
               282             NAP                                       NAP        NAP  NAP
               283             NAP                                       NAP        NAP  NAP
               284             Gym Day Corporation                    06/30/2010   44.6% Augusta Ranch Animal Hospital
               285             NAP                                       NAP        NAP  NAP
               286             Fitness Club for Women Only            01/01/2019   52.9% Dr. Chris Schmidtke, DDS
               287             NAP                                       NAP        NAP  NAP
               288             NAP                                       NAP        NAP  NAP
               289             Dunwoody Imaging                       07/31/2011   15.1% Atlanta Children's Therapy
               290             NAP                                       NAP        NAP  NAP
               291             Waffle House                           10/31/2020   15.0% A New Look Beauty Supply
               292             NAP                                       NAP        NAP  NAP
               293             NAP                                       NAP        NAP  NAP
               294             NAP                                       NAP        NAP  NAP
               295             Johny's Pizza                          05/31/2011   20.3% Woodstock Coffee
               296             Radio Shack                            06/30/2007   20.7% Quizno's
               297             Movie Gallery                          10/30/2010   24.6% The Cato Corporation
               298             Managed Market Resources, LLC          11/30/2012   32.8% Robert M. Jurko, MD
               299             Sunbelt Rentals                        01/15/2024  100.0% NAP
               300             Starbucks                              07/31/2015   25.3% Mastercraft Kitchens
               301             Nextel                                 04/30/2008   29.4% GMC Augusta
               302             NAP                                       NAP        NAP  NAP
               303             Fred's                                 08/31/2010   45.3% Beall's Outlet
               304             NAP                                       NAP        NAP  NAP
               305             State Beauty Supply                    06/30/2011   18.3% Pizza Hut
               306             NAP                                       NAP        NAP  NAP
               307             Radio Shack                            01/31/2011   42.6% Verizon
               308             Speedy Cash                            09/30/2010   55.0% Wireless Toyz

               309             NAP                                       NAP        NAP  NAP
               310             NAP                                       NAP        NAP  NAP
               311             NAP                                       NAP        NAP  NAP
               312             518 Sports Bar                         10/31/2009   36.1% The Wright Dentist, P.C.
               313             Alamo Stamping and Engraving           01/31/2011   40.6% Ink Spot
               314             NAP                                       NAP        NAP  NAP
               315             Shoe Show of Rocky Mount               03/31/2011   49.6% Alltel
               316             NAP                                       NAP        NAP  NAP
               317             Cingular                               12/31/2009   41.7% Batteries Plus
               318             NAP                                       NAP        NAP  NAP

TOTALS AND WEIGHTED AVERAGES:




                                  LEASE                                                  LEASE                 INSURANCE  TAX ESCROW
            MORTGAGE           EXPIRATION                                              EXPIRATION              ESCROW IN      IN
            LOAN NO.              DATE      % NSF  THIRD LARGEST TENANT(12)               DATE       % NSF       PLACE     PLACE(13)
-----------------------------------------------------------------------------------------------------------------------------------

                1               02/28/2010  16.6%  Visx, Inc                           09/30/2010      8.5%    No            No
                2               12/31/2008  20.5%  Tyco Printed Circuit                12/31/2009     12.8%    No            No
                3               02/29/2008  42.6%  Qualitau, Inc.                      12/31/2006      5.2%    No            No
                4               10/31/2011  39.2%  NAP                                     NAP         NAP     No            No
                5               02/28/2007  13.1%  Commercial Casework                 07/31/2009     10.4%    No            No
                6               12/31/2006  11.6%  D.W. Morgan Company                 10/31/2009     10.0%    No            No
                7               06/30/2009  26.3%  Cetecom                             10/31/2010     20.4%    No            No
                8               06/30/2010  27.3%  AGI Publishing Inc.                 12/31/2006      5.1%    No            No
                9               06/30/2011  13.7%  Hartwell - Dzus, Inc.               02/28/2007     13.3%    No            No
               10               11/30/2006  10.9%  Dial-A-Mattress                     09/30/2008      7.5%    No            No
               11               08/31/2009  9.4%   Valleytek, Inc.                     01/31/2009      9.2%    No            No
               12               03/31/2008  21.9%  NAP                                     NAP         NAP     No            No
               13               02/28/2009  22.0%  Plycon Van Lines, Inc.              02/28/2007     11.0%    No            No
               14               06/30/2011  15.5%  ASL Workstations                    10/31/2009     11.1%    No            No
               15                   NAP      NAP   NAP                                     NAP         NAP     No            No
               16                   NAP      NAP   NAP                                     NAP         NAP     No            No
               17               06/30/2007  26.9%  Cintas Document Management          04/30/2011      9.9%    No            No
               18               01/31/2009  30.3%  NAP                                     NAP         NAP     No            No
               19               02/28/2011  11.9%  Otis Spunkmeyer Inc.                07/31/2008     11.3%    No            No
               20               10/31/2010  8.1%   Deep Ocean Engineering              02/28/2007      8.1%    No            No
               21                   NAP      NAP   NAP                                     NAP         NAP     No            No
               22               01/31/2011  32.7%  NAP                                     NAP         NAP     No            No
               23               02/28/2009  7.9%   Phenix Research Prod.               12/31/2006      6.8%    No            No
               24               01/31/2011  31.1%  Grandis, Inc.                       08/31/2008     30.4%    No            No
               25               12/31/2014  2.4%   Crate & Barrel                      01/31/2010      1.9%    No            No
               26               04/30/2011  8.0%   Rivers Club                         05/31/2017      7.2%    No            No
               27                   NAP      NAP   NAP                                     NAP         NAP     No            No
               28               12/01/2012  31.9%  RR Donnelley & Sons Co.             06/01/2007     20.3%    No            No
               29                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               30               12/31/2014  43.0%  United Healthcare Services Inc.     03/31/2014      6.9%    Yes          Yes
               31               02/28/2011  20.2%  Structural Design Group             11/30/2013      5.5%    No           Yes
               32               12/31/2013  8.9%   UBS Financial Services Inc.         02/28/2014      8.8%    Yes          Yes
               33                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               34                   NAP      NAP   NAP                                     NAP         NAP     No           Yes
               35               05/31/2007  9.5%   The State of Colorade               06/30/2015      8.5%    Yes          Yes
               36                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               37                   NAP      NAP   NAP                                     NAP         NAP     No           Yes
               38                   NAP      NAP   NAP                                     NAP         NAP     No            No
               39                   NAP      NAP   NAP                                     NAP         NAP     No            No
               40               10/01/2014  8.9%   Decision One                        06/01/2011      5.8%    Yes          Yes
               41               07/04/2015  24.6%  Merrill Lynch, Pierce, Fenner &
                                                      Smith Incorporated               12/10/2010      8.7%    No           Yes
               42                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes

               43               12/31/2015  21.5%  Dial America Marketing, Inc.        03/27/2017     19.7%    Yes          Yes
               44               12/31/2013  33.0%  NAP                                     NAP         NAP     Yes          Yes
               45               09/30/2007  47.2%  NAP                                     NAP         NAP     Yes          Yes
               46                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               47               09/30/2007  44.4%  NAP                                     NAP         NAP     Yes          Yes
               48                   NAP      NAP   NAP                                     NAP         NAP     No           Yes
               49                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               50               08/31/2015  7.7%   D & D Sporting Goods                09/30/2008      3.0%    Yes          Yes
               51                   NAP      NAP   NAP                                     NAP         NAP     No            No

               52                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               53                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               54                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               55                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               56               05/31/2010  39.1%  DSHS, State of Washington           11/30/2007     21.7%    Yes          Yes
               57                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               58               04/30/2016  17.4%  Dunlap & Moran, P.A.                05/30/2010      9.7%    Yes          Yes
               59               08/31/2016  16.3%  Patio World                         09/30/2011     12.7%    Yes          Yes
               60               12/31/2006  7.4%   Plaintiff's Legal Comm.             03/31/2008      4.6%    No            No
               61                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               62               08/14/2010  8.0%   Taco Bell (Pad)                     05/31/2013      5.8%    Yes          Yes
               63                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               64               04/03/2008  5.5%   Procare                             11/30/2009      3.8%    No           Yes
               65                   NAP      NAP   NAP                                     NAP         NAP     No            No
               66               01/31/2008  15.4%  Fairfax Radiological Consult        12/31/2010     11.6%    Yes          Yes
               67                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               68               11/30/2016  8.9%   Black & Veatch Corporation          05/31/2009      6.5%    Yes          Yes
               69               02/28/2009  12.8%  Rochester Gas & Electric            03/31/2007      4.8%    No            No
               70               09/30/2016  21.9%  Rite Aid                            10/31/2010      9.6%    No           Yes
               71               01/30/2009  13.9%  Quiznos                             07/31/2016     10.2%    Yes          Yes
               72                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               73                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               74               08/31/2008  12.0%  HW Lochner                          06/30/2009     10.1%    Yes          Yes
               75                   NAP      NAP   NAP                                     NAP         NAP     No            No
               76                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               77                   NAP      NAP   NAP                                     NAP         NAP     No            No
               78               07/31/2016  22.8%  Golf Galaxy                         01/31/2017     22.8%    Yes          Yes
               79               08/31/2017  42.0%  NAP                                     NAP         NAP     No            No
               80               04/30/2011  8.2%   Paramount                           03/14/2009      7.1%    No           Yes
               81                   NAP      NAP   NAP                                     NAP         NAP     No            No
               82               07/31/2026  14.6%  Starbucks                           07/31/2016      5.1%    No           Yes
               83               06/30/2013  26.9%  Fox 50 - WRAZ                       06/30/2007     21.7%    Yes          Yes

               84                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               85                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               86                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               87               01/19/2015  11.9%  Chicago Home Fitness                11/23/2009     10.6%    No            No
               88               08/31/2011  9.2%   Dollar General                      01/31/2009      9.1%    Yes          Yes
               89               12/31/2008  4.8%   Moe Toys Corp.                      01/31/2007      4.5%    No            No
               90               06/30/2016  20.7%  Genesys Integrated Practice, P.C.
                                                      - Diagnostic Services            06/30/2026     16.9%    Yes          Yes
               91                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               92                   NAP      NAP   NAP                                     NAP         NAP     No           Yes

               93                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               94                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               95                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               96                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               97                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               98                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               99                   NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               100                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               101                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               102              02/28/2008  16.3%  Osuna's Restaurant                  04/30/2009      7.0%    Yes          Yes
               103              12/31/2016  20.4%  Payless Shoes                       04/26/2011     11.6%    Yes          Yes
               104                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               105                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes

               106                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               107                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               108                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               109                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               110              09/30/2008  14.1%  HealthSouth Corp.                   02/14/2012     10.0%    Yes          Yes
               111                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               112                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               113                  MTM     19.3%  Hunter Capital                      06/30/2007      7.5%    Yes          Yes
               114                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               115                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               116                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               117                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               118                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               119                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               120              05/31/2007  8.2%   Home Travel                         05/31/2007      8.1%    Yes          Yes
               121              07/31/2007  20.6%  Sea Island Bank                     05/31/2011     19.1%    No            No
               122                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               123                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               124                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               125                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               126              06/30/2008  6.9%   Green Street Restaurant             08/31/2012      6.0%    No            No
               127                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               128              09/05/2010  18.3%  Schools Financial Credit Union      01/10/2015     11.8%    No            No
               129                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               130                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               131                  NAP      NAP   NAP                                     NAP         NAP     No            No
               132              05/31/2011  8.3%   A&S Gifts                           08/31/2010      6.3%    Yes          Yes
               133                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               134                  NAP      NAP   NAP                                     NAP         NAP     No            No
               135              04/30/2007  8.6%   Konica Minolta                      11/01/2011      8.1%    Yes          Yes
               136              06/30/2008  6.2%   West Coast Martial Arts             04/30/2008      5.8%    Yes          Yes
               137              09/30/2010  13.3%  Matress Market                      09/30/2010     10.0%    Yes          Yes
               138              08/31/2008  14.6%  Southern Comforts                   01/14/2008      8.1%    No           Yes
               139                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               140              06/01/2010  12.2%  El Potrillo Restaurant              06/01/2010      8.1%    Yes          Yes
               141              07/31/2007  9.1%   Viera Co.                           09/30/2006      7.8%    Yes          Yes
               142                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               143              12/31/2010  10.1%  Amsleep, Inc. (American Mattress)   09/30/2007      7.7%    Yes          Yes
               144                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               145              01/31/2012  17.1%  WakeMed                             07/31/2013     13.5%    Yes          Yes
               146              02/28/2008  47.7%  NAP                                     NAP         NAP     Yes          Yes
               147                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               148                  MTM     10.2%  Ace Bindery                             MTM         7.5%    Yes          Yes
               149                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               150                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               151                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               152              02/28/2011  13.8%  Freedom Furn                        07/01/2015      9.3%    Yes          Yes
               153                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               154                  NAP      NAP   NAP                                     NAP         NAP     No            No
               155                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               156                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               157              03/14/2016  43.1%  NAP                                     NAP         NAP     Yes          Yes
               158                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               159                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               160                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               161                  NAP      NAP   NAP                                     NAP         NAP     No            No
               162                  NAP      NAP   NAP                                     NAP         NAP     No            No
               163                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               164                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               165              09/22/2006  14.0%  GYA Architects, Inc                 10/31/2010     10.2%    Yes          Yes
               166                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               167                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               168              02/28/2007  10.3%  Franklin Services, Inc              09/30/2008      9.9%    Yes          Yes
               169                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               170              06/30/2011  12.6%  American Dream Machines             05/14/2007     12.6%    Yes          Yes
               171              08/31/2008  8.1%   Texas  Health System                05/31/2007      5.7%    Yes          Yes
               172                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               173                  NAP      NAP   NAP                                     NAP         NAP     Yes           No
               174              09/27/2011  19.4%  The Dugout                          09/27/2016     13.9%    Yes          Yes
               175                  NAP      NAP   NAP                                     NAP         NAP     No            No
               176                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               177              12/31/2011  15.8%  Paint Ball                          09/30/2009     15.8%    Yes          Yes
               178                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes

               179                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               180                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               181              02/28/2014  19.3%  Dominos                             11/23/2014      5.3%    Yes          Yes
               182                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               183                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               184              12/31/2008  15.1%  White Oaks                          01/31/2007     14.3%    Yes          Yes
               185                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               186                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               187                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               188                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               189                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               190              10/31/2008  18.2%  Vanasse Hangen Brustlin, Inc        09/30/2009     17.7%    Yes          Yes
               191                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               192                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               193                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               194                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               195                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               196                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               197              08/31/2015  21.2%  Tuscany Village Salon               11/30/2015     14.0%    Yes          Yes
               198              11/02/2014  23.1%  San Sai Restaurant                  07/27/2016     22.2%    Yes          Yes
               199                  NAP      NAP   NAP                                     NAP         NAP     No            No
               200              07/31/2011  13.3%  NAP                                     NAP         NAP     Yes          Yes
               201              03/31/2013  11.3%  La Sierra Mexican                   03/03/2010     10.3%    Yes          Yes
               202              06/01/2010  12.5%  Radio Shack                         06/30/2011      9.6%    Yes          Yes
               203              01/31/2008  22.8%  Beall's Outlet                      08/31/2007     13.1%    Yes          Yes
               204              06/30/2011  8.3%   PEICO, Inc.                         09/30/2008      8.3%    Yes          Yes
               205              07/31/2011  30.1%  Dakota Rehabilitation               08/31/2011     14.9%    Yes          Yes
               206                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               207                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               208                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               209              07/31/2011  12.1%  Hidago's Mexican Restaurant         07/31/2011     10.5%    Yes          Yes

               210                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               211                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               212                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               213                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               214                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               215                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               216              12/31/2008  8.1%   N.D. Public Employees               06/30/2007      6.1%    Yes          Yes
               217                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               218                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               219                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               220              08/31/2011  21.0%  Oak Tree Day Care                   03/01/2011     12.5%    Yes          Yes
               221              03/31/2011  25.1%  Nassau Management Group, Inc.       06/01/2009     20.1%    Yes          Yes

               222              10/31/2007  17.8%  Sport Four, Inc.                    02/28/2007     15.7%    Yes          Yes
               223              08/31/2007  15.3%  Partners Jewelry & Loan             03/01/2007     10.2%    Yes          Yes
               224              09/30/2008  16.7%  Subway Real Estate Corp             09/30/2008     16.7%    Yes          Yes
               225                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               226                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               227              06/01/2009  19.6%  Renaissance                         05/01/2008     19.1%    No            No
               228                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               229              05/31/2011  20.7%  Verizon Portfolio Management        04/30/2011     16.4%    Yes          Yes
               230                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               231              10/31/2008  6.3%   3Z Enterprises, Inc.                    MTM         5.1%    Yes          Yes
               232                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               233              08/31/2009  12.4%  Cactus Taverna                      02/28/2008      7.1%    Yes          Yes
               234              05/31/2007  19.6%  Health Care for the Homeless        12/31/2008     17.5%    Yes          Yes
               235                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               236              10/31/2012  17.6%  Planet Ocean                            MTM         7.6%    Yes          Yes
               237                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               238              11/30/2010  21.9%  Home Medical Systems, Inc           07/01/2010     21.5%    Yes          Yes
               239                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               240                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               241                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               242                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               243              05/22/2026  25.2%  Paleteria Esquimo                   11/20/2010      8.7%    No            No
               244              06/30/2010  32.2%  Mountain Horizons, LLC (Cabinets
                                                      by Design)                       01/01/2012     25.2%    Yes          Yes
               245                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               246                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               247                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               248                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               249              08/31/2010  20.1%  Unicorn Health Services             07/31/2008     15.8%    Yes          Yes
               250                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               251              05/31/2015  10.8%  Imaging Solutions                   12/31/2009      4.8%    Yes          Yes
               252                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               253                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               254              05/31/2011  26.7%  Verdecia                            06/30/2011     13.3%    Yes          Yes
               255                  NAP      NAP   NAP                                     NAP         NAP     No            No
               256                  NAP      NAP   NAP                                     NAP         NAP     No            No
               257              10/31/2011  13.6%  Alaark Robotics, Inc.               05/31/2008     13.5%    No           Yes
               258              08/31/2009  33.1%  West Rehab                          08/31/2007      8.4%    Yes          Yes
               259              04/30/2011  23.9%  Alltell                             07/31/2011     15.6%    Yes          Yes
               260              09/30/2006  17.6%  Subway                              09/30/2009     12.5%    Yes          Yes
               261                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               262              01/31/2010  12.3%  Rent A Center                       07/31/2010      9.3%    Yes          Yes
               263              01/31/2007  19.4%  Consolidated Public Retirement, WV  08/15/2016      6.3%    Yes          Yes
               264                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               265                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               266                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               267              01/31/2011  12.4%  LA Sports Bar LLC                   09/30/2009     11.8%    Yes          Yes
               268              02/07/2016  24.2%  PrimeCare Medical Clinic, PA        09/30/2010     20.5%    Yes          Yes
               269              04/30/2010  23.6%  Millenia Medical Staffing           11/30/2017     23.6%    Yes          Yes
               270              05/31/2011  19.8%  Nextel                              05/31/2010     14.8%    Yes          Yes
               271                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               272                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               273                  NAP      NAP   NAP                                     NAP         NAP     No           Yes

               274                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               275                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               276                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               277              11/30/2010  18.0%  Caroline's Treasures                09/30/2010     14.6%    Yes          Yes
               278              03/31/2011  10.8%  R Solutions, LLC                    03/31/2009     10.6%    Yes          Yes
               279              02/01/2011  24.2%  Arvida, a St. Joe Company           05/01/2008     18.1%    Yes          Yes
               280              10/12/2016  18.5%  Hallmark                            02/28/2008     14.8%    Yes          Yes
               281                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               282                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               283                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               284              06/08/2015  35.7%  Venezia's Pizzeria                  05/01/2015     19.6%    Yes          Yes
               285                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               286              07/13/2010  12.3%  Bhupsi Corporation                  02/28/2011     12.1%    Yes          Yes
               287                  NAP      NAP   NAP                                     NAP         NAP     No           Yes
               288                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               289              05/31/2007  13.7%  Jerry Nutt, DDS, PC                 10/31/2011     13.5%    Yes          Yes
               290                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               291              12/31/2010  12.4%  Jersey Mikes Subs                   09/30/2010     12.4%    No            No
               292                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               293                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               294                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               295              05/31/2016  16.9%  ACE Dry Cleaner                     03/31/2011     14.9%    No            No
               296              10/17/2016  15.9%  H&H Beverages, Inc.                 01/18/2009     15.2%    Yes          Yes
               297              01/31/2009  22.1%  Pizza Hut                           07/31/2008     15.0%    Yes          Yes
               298              10/31/2008  11.3%  Integrated Computer Technology      08/31/2007     10.2%    Yes          Yes
               299                  NAP      NAP   NAP                                     NAP         NAP     No            No
               300              11/30/2010  20.0%  Cingular Wireless                   01/31/2011     19.2%    Yes          Yes
               301              08/01/2007  18.1%  Firehouse Subs                      02/28/2012     10.2%    Yes          Yes
               302                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               303              04/30/2011  30.4%  Dollar Tree                         06/30/2011     23.8%    Yes          Yes
               304                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               305              07/31/2009  16.3%  Mallard Creek Realty                09/30/2011     15.6%    Yes          Yes
               306                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               307              10/31/2010  36.5%  Advance America                     10/31/2010     21.0%    Yes          Yes
               308              02/28/2011  45.0%  NAP                                     NAP         NAP     Yes          Yes

               309                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               310                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               311                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               312              04/30/2009  31.7%  The Finest on Earth, Inc.           07/31/2009     13.2%    Yes          Yes
               313              12/31/2010  12.7%  Taqueria Los Potrillos              01/31/2007      9.0%    Yes          Yes
               314                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               315              07/31/2011  14.3%  Ace Cash Express, Inc.              12/10/2011     14.1%    Yes          Yes
               316                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes
               317              06/30/2010  38.8%  Bill Wright Insurance               01/31/2007     19.4%    Yes          Yes
               318                  NAP      NAP   NAP                                     NAP         NAP     Yes          Yes

TOTALS AND WEIGHTED AVERAGES:


                                 CAPITAL
                               EXPENDITURE    TI/LC
            MORTGAGE            ESCROW IN   ESCROW IN
            LOAN NO.            PLACE(14)   PLACE(15)                  OTHER ESCROW DESCRIPTION(16)
------------------------------------------------------------------------------------------------------------------------------------

                1                  No           No     NAP
                2                  No           No     NAP
                3                  No           No     NAP
                4                  No           No     NAP
                5                  No           No     NAP
                6                  No           No     NAP
                7                  No           No     NAP
                8                  No           No     NAP
                9                  No           No     NAP
               10                  No           No     NAP
               11                  No           No     NAP
               12                  No           No     NAP
               13                  No           No     NAP
               14                  No           No     NAP
               15                  No           No     NAP
               16                  No           No     NAP
               17                  No           No     NAP
               18                  No           No     NAP
               19                  No           No     NAP
               20                  No           No     NAP
               21                  No           No     NAP
               22                  No           No     NAP
               23                  No           No     NAP
               24                  No           No     NAP
               25                  No           No     NAP
               26                  No          Yes     NAP
               27                  No           No     NAP
               28                  No          Yes     NAP
               29                  Yes          No     NAP
               30                  Yes          No     McCarter Lease Rollover Funds ($2,168,000), Master Lease Reserve ($615,169)
               31                  Yes         Yes     Structural Design Reserve ($869,433.28); Free Rent Reserve Fund ($172,247);
                                                          Excelente Fund ($21,561); Affiliated Engineering Reserve Fund ($67,057.92)
               32                  Yes         Yes     DTG Holdback ($550,020); Sophies, Sky, HG and Knightsbridge TI/LC ($571,650);
                                                          Debt Service Holdback ($180,000),
               33                  Yes          No     NAP
               34                  Yes          No     Holdback Reserve
               35                  No           No     NAP
               36                  Yes          No     NAP
               37                  Yes          No     NAP
               38                  No           No     NAP
               39                  No           No     NAP
               40                  Yes         Yes     NAP
               41                  Yes         Yes     NAP
               42                  Yes          No     Rent Achievement Letter of Credit

               43                  No          Yes     NAP
               44                  No          Yes     NAP
               45                  No          Yes     NAP
               46                  No          Yes     NAP
               47                  No          Yes     NAP
               48                  Yes          No     NAP
               49                  No           No     NAP
               50                  No           No     NAP
               51                  No           No     NAP

               52                  No          Yes     NAP
               53                  No          Yes     NAP
               54                  No          Yes     NAP
               55                  No          Yes     NAP
               56                  No          Yes     NAP
               57                  No          Yes     NAP
               58                  Yes         Yes     NAP
               59                  Yes         Yes     DSCR Holdback Reserve; TI/LC Allowance Reserve: $87,958 ($15,825 - Pita
                                                          Fresh; $35,665 - Cancun Mexican; $13,250 Henrietta's; $23,218 - California
                                                          Noodle)
               60                  No           No     NAP
               61                  Yes          No     NAP
               62                  No           No     NAP
               63                  Yes          No     NAP
               64                  No           No     Giant Eagle Final CO
               65                  No           No     NAP
               66                  No           No     NAP
               67                  Yes          No     NAP
               68                  Yes         Yes     Capital Improvements Elevator Upgrade ($40,850.00), VITAS Healthcare
                                                          ($101,973.30), Retirement Capital ($38,264), Danis Construction
                                                          ($7,533.52)
               69                  No           No     NAP
               70                  Yes         Yes     Holdback Reserve
               71                  Yes         Yes     Mai Choi TI Allowance ($12,000); Verizon Holdback ($9,833)
               72                  Yes          No     NAP
               73                  Yes          No     NAP
               74                  Yes         Yes     NAP
               75                  No           No     NAP
               76                  Yes          No     NAP
               77                  Yes          No     NAP
               78                  Yes          No     NAP
               79                  No           No     NAP
               80                  Yes         Yes     NAP
               81                  No           No     NAP
               82                  No           No     NAP
               83                  No           No     NAP

               84                  Yes          No     NAP
               85                  Yes          No     NAP
               86                  Yes          No     NAP
               87                  Yes         Yes     Free Rent Reserve
               88                  Yes         Yes     NAP
               89                  No           No     NAP
               90                  Yes         Yes     Occupancy Reserve - $950,000; Carve-out Letter of Credit - $750,000
               91                  Yes          No     NAP
               92                  Yes         Yes     Vacant Space Reserve

               93                  Yes          No     NAP
               94                  Yes          No     NAP
               95                  Yes          No     NAP
               96                  Yes          No     NAP
               97                  Yes          No     NAP
               98                  Yes          No     NAP
               99                  Yes          No     NAP
               100                 Yes          No     Performance Holdback - $1,000,000; Seasonality Reserve - $41,000
               101                 Yes          No     NAP
               102                 Yes         Yes     NAP
               103                 Yes         Yes     Rent Commencement Holdback
               104                 Yes          No     NAP
               105                 Yes          No     NAP

               106                 Yes          No     NAP
               107                 Yes          No     NAP
               108                 Yes          No     NAP
               109                 Yes          No     NAP
               110                 Yes          No     InterMed Lease Renewal Reserve
               111                 Yes          No     NAP
               112                 No           No     NAP
               113                 Yes         Yes     Lease Up Reserve
               114                 No           No     NAP
               115                 Yes          No     NAP
               116                 Yes          No     NAP
               117                 Yes          No     NAP
               118                 Yes          No     NAP
               119                 Yes          No     NAP
               120                 Yes         Yes     Winter Real Estate
               121                 No           No     Performance Holdback
               122                 Yes          No     NAP
               123                 Yes          No     NAP
               124                 Yes          No     NAP
               125                 Yes         Yes     WDO Holdback Fund
               126                 No           No     NAP
               127                 Yes          No     NAP
               128                 No           No     NAP
               129                 Yes          No     Security Reserve
               130                 Yes          No     NAP
               131                 No           No     NAP
               132                 Yes         Yes     NAP
               133                 Yes          No     NAP
               134                 No           No     NAP
               135                 Yes          No     O'Neal Tenant Improvments Holdback
               136                 Yes         Yes     Holdback Reserve
               137                 No          Yes     Omni Holdback ($30,117), Big Apple Holdback ($23,120)
               138                 Yes          No     NAP
               139                 Yes          No     NAP
               140                 No           No     NAP
               141                 Yes         Yes     NAP
               142                 Yes          No     NAP
               143                 No           No     NAP
               144                 Yes          No     NAP
               145                 Yes         Yes     NAP
               146                 Yes         Yes     Lease Termination Reserve
               147                 Yes          No     NAP
               148                 Yes         Yes     NAP
               149                 Yes          No     NAP
               150                 Yes          No     NAP
               151                 Yes          No     NAP
               152                 Yes         Yes     NAP
               153                 Yes          No     NAP
               154                 No           No     NAP
               155                 Yes          No     NAP
               156                 Yes          No     NAP
               157                 Yes         Yes     NAP
               158                 Yes          No     NAP
               159                 Yes          No     Renovation Reserve
               160                 Yes          No     NAP
               161                 No           No     NAP
               162                 Yes          No     NAP
               163                 Yes          No     Holdback Reserve
               164                 Yes          No     NAP
               165                 Yes         Yes     Lease Renewal Holdback
               166                 Yes          No     NAP
               167                 Yes          No     NAP
               168                 Yes         Yes     NAP
               169                 No           No     NAP
               170                 Yes         Yes     NAP
               171                 No          Yes     NAP
               172                 Yes          No     NAP
               173                 Yes         Yes     NAP
               174                 No          Yes     Pizza Hut Holdback Reserve
               175                 Yes          No     NAP
               176                 No           No     NAP
               177                 Yes         Yes     NAP
               178                 Yes          No     NAP

               179                 Yes          No     NAP
               180                 Yes          No     NAP
               181                 No          Yes     Security Reserve
               182                 Yes          No     NAP
               183                 Yes          No     NAP
               184                 Yes         Yes     NAP
               185                 Yes          No     NAP
               186                 Yes          No     NAP
               187                 No           No     NAP
               188                 Yes          No     NAP
               189                 Yes          No     NAP
               190                 Yes         Yes     NAP
               191                 Yes          No     NAP
               192                 Yes          No     NAP
               193                 Yes          No     NAP
               194                 Yes          No     NAP
               195                 Yes          No     NAP
               196                 Yes          No     NAP
               197                 Yes         Yes     Tuscany Salon
               198                 Yes         Yes     San Sai
               199                 No           No     NAP
               200                 Yes         Yes     NAP
               201                 Yes         Yes     Lease Up Reserve
               202                 Yes         Yes     NAP
               203                 Yes         Yes     NAP
               204                 Yes         Yes     NAP
               205                 Yes         Yes     NAP
               206                 Yes          No     NAP
               207                 Yes          No     NAP
               208                 Yes          No     NAP
               209                 Yes         Yes     NAP

               210                 Yes          No     NAP
               211                 Yes          No     NAP
               212                 Yes          No     NAP
               213                 Yes          No     NAP
               214                 Yes          No     NAP
               215                 Yes          No     NAP
               216                 Yes         Yes     NAP
               217                 Yes          No     NAP
               218                 Yes          No     NAP
               219                 Yes          No     NAP
               220                 Yes         Yes     NAP
               221                 Yes         Yes     NAP

               222                 Yes         Yes     NAP
               223                 Yes         Yes     NAP
               224                 Yes         Yes     NAP
               225                 Yes          No     NAP
               226                 Yes          No     NAP
               227                 No           No     Rollover TI/LC Reserve
               228                 Yes          No     NAP
               229                 Yes         Yes     Starbucks TI Holdback
               230                 Yes          No     Ashok Patel Tax Lien
               231                 No           No     Seasonality Reserve
               232                 Yes          No     NAP
               233                 No          Yes     NAP
               234                 Yes         Yes     NAP
               235                 Yes          No     NAP
               236                 Yes         Yes     NAP
               237                 No           No     NAP
               238                 Yes         Yes     NAP
               239                 Yes          No     NAP
               240                 No           No     NAP
               241                 Yes          No     NAP
               242                 Yes          No     NAP
               243                 No           No     NAP
               244                 Yes         Yes     Holdover Reserve
               245                 No           No     NAP
               246                 Yes          No     NAP
               247                 Yes          No     NAP
               248                 Yes          No     NAP
               249                 Yes         Yes     Rent Holdback
               250                 Yes          No     NAP
               251                 Yes         Yes     NAP
               252                 Yes         Yes     NAP
               253                 No           No     NAP
               254                 No           No     NAP
               255                 No           No     NAP
               256                 Yes          No     NAP
               257                 Yes         Yes     NAP
               258                 Yes         Yes     NAP
               259                 Yes         Yes     Mexican Restaurant Reserve Deposit ($81,375); Jamba Juice Reserve Deposit
                                                          ($6,230)
               260                 Yes         Yes     PZR
               261                 No           No     NAP
               262                 Yes         Yes     NAP
               263                 Yes         Yes     NAP
               264                 No           No     NAP
               265                 Yes          No     NAP
               266                 Yes          No     NAP
               267                 Yes         Yes     NAP
               268                 Yes         Yes     NAP
               269                 Yes         Yes     NAP
               270                 Yes         Yes     NAP
               271                 Yes          No     Occupancy Holdback until property is 90% occupied
               272                 Yes          No     NAP
               273                 Yes          No     NAP

               274                 Yes          No     NAP
               275                 Yes          No     NAP
               276                 No           No     NAP
               277                 Yes         Yes     NAP
               278                 Yes         Yes     Performance Holdback
               279                 Yes         Yes     NAP
               280                 Yes         Yes     NAP
               281                 Yes          No     NAP
               282                 Yes          No     NAP
               283                 Yes          No     NAP
               284                 Yes         Yes     NAP
               285                 Yes          No     TI/ Leasing Commission Holdback
               286                 Yes         Yes     NAP
               287                 Yes          No     NAP
               288                 Yes          No     NAP
               289                 Yes         Yes     NAP
               290                 No           No     NAP
               291                 No           No     NAP
               292                 Yes          No     NAP
               293                 Yes          No     NAP
               294                 Yes          No     NAP
               295                 No           No     NAP
               296                 Yes         Yes     NAP
               297                 Yes         Yes     NAP
               298                 Yes         Yes     NAP
               299                 Yes          No     NAP
               300                 Yes         Yes     NAP
               301                 Yes         Yes     NAP
               302                 No           No     NAP
               303                 Yes         Yes     NAP
               304                 Yes          No     NAP
               305                 Yes         Yes     NAP
               306                 Yes          No     NAP
               307                 No          Yes     NAP
               308                 Yes         Yes     NAP

               309                 Yes          No     NAP
               310                 Yes          No     NAP
               311                 Yes          No     NAP
               312                 Yes         Yes     NAP
               313                 No           No     NAP
               314                 Yes          No     NAP
               315                 Yes         Yes     NAP
               316                 Yes          No     NAP
               317                 Yes         Yes     NAP
               318                 No           No     NAP

TOTALS AND WEIGHTED AVERAGES:


                                                                           INITIAL        MONTHLY      CURRENT
                                                                           CAPITAL        CAPITAL      CAPITAL
                                                                        EXPENDITURE     EXPENDITURE  EXPENDITURE     INITIAL TI/LC
                                                                           ESCROW         ESCROW        ESCROW          ESCROW
                                                                        REQUIREMENT     REQUIREMENT    BALANCE        REQUIREMENT
MORTGAGE LOAN NO.               SPRINGING ESCROW DESCRIPTION(17)            (18)           (19)          (20)             (21)
------------------------------------------------------------------------------------------------------------------------------------

              1                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              2                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              3                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              4                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              5                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              6                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              7                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              8                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              9                    Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              10                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              11                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              12                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              13                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              14                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              15                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              16                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              17                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              18                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              19                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              20                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              21                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              22                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              23                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              24                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              25                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              26                               TI/LC                                $0           $0           $0          $7,500,000
              27                      Tax, Insurance, Cap Ex                        $0           $0           $0                  $0
              28                       Tax, Insurance, Other                        $0           $0           $0          $3,600,000
              29                                NAP                                 $0       $6,100           $0                  $0
              30                               Other                                $0       $5,262           $0                  $0
              31                         Insurance, TI/LC                           $0       $3,378           $0            $600,000
              32                               TI/LC                          $100,000       $1,783     $100,000          $1,000,000
              33                                NAP                                 $0       $5,625           $0                  $0
              34                                NAP                                 $0      $35,615           $0                  $0
              35                           Cap Ex, TI/LC                            $0           $0           $0                  $0
              36                                NAP                                 $0      $19,000           $0                  $0
              37                                NAP                                 $0       $6,426           $0                  $0
              38                      Tax, Insurance, Cap Ex                        $0           $0           $0                  $0
              39               Tax, Insurance, Cap Ex, TI/LC, Other                 $0           $0           $0                  $0
              40                               TI/LC                                $0       $5,086           $0          $2,250,000
              41                             Insurance                              $0       $2,982       $2,982                  $0
              42                                NAP                                 $0      $15,854      $87,500                  $0

              43                                NAP                                 $0           $0           $0       $168,000 on a
                                                                                                                  combined portfolio
                                                                                                                               basis
              44                                NAP                                 $0           $0           $0       $168,000 on a
                                                                                                                  combined portfolio
                                                                                                                               basis
              45                                NAP                                 $0           $0           $0       $168,000 on a
                                                                                                                  combined portfolio
                                                                                                                               basis
              46                                NAP                                 $0           $0           $0       $168,000 on a
                                                                                                                  combined portfolio
                                                                                                                               basis
              47                                NAP                                 $0           $0           $0       $168,000 on a
                                                                                                                  combined portfolio
                                                                                                                               basis
              48                             Insurance                              $0      $11,605           $0                  $0
              49                              Cap Ex                                $0           $0           $0                  $0
              50                       Cap Ex, TI/LC, Other                         $0           $0           $0                  $0
              51                                NAP                                 $0           $0           $0                  $0

              52                                NAP                                 $0         $709       $2,128             $83,903
              53                                NAP                                 $0         $585       $1,754             $69,151
              54                                NAP                                 $0         $443       $1,330             $52,439
              55                                NAP                                 $0         $322         $965             $38,033
              56                                NAP                                 $0         $273         $818             $32,270
              57                                NAP                                 $0         $205         $614             $24,203
              58                                NAP                                 $0       $1,914      $19,142                  $0
              59                           TI/LC, Other                             $0         $936           $0                  $0
              60                                NAP                                 $0           $0           $0                  $0
              61                                NAP                                 $0       $5,600       $5,600                  $0
              62                                NAP                                 $0           $0           $0                  $0
              63                                NAP                           $364,000         $230     $364,460                  $0
              64                  Insurance, Cap Ex, TI/LC, Other                   $0           $0           $0                  $0
              65                   Tax, Insurance, Cap Ex, Other                    $0           $0           $0                  $0
              66                           Cap Ex, TI/LC                            $0           $0           $0                  $0
              67                                NAP                            $50,000       $8,051      $50,000                  $0
              68                                NAP                                 $0       $2,948           $0            $850,000
              69                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              70                                NAP                                 $0       $2,941           $0                  $0
              71                           TI/LC, Other                             $0         $183           $0                  $0
              72                           TI/LC, Other                             $0         $183           $0                  $0
              73                                NAP                           $100,000       $3,850     $100,000                  $0
              74                                NAP                      Roof and HVAC
                                                                             Letter of
                                                                     Credit - $325,000       $2,788     $325,000   Leasing Letter of
                                                                                                                  Credit - $350,000;
                                                                                                                   Free Rent and UMA
                                                                                                                    Letter of Credit
                                                                                                                          - $832,000
              75                          Tax, Insurance                            $0           $0           $0                  $0
              76                                NAP                                 $0       $8,167      $16,333                  $0
              77                       Tax, Insurance, TI/LC                        $0       $1,198           $0                  $0
              78                               TI/LC                                $0         $767           $0                  $0
              79               Tax, Insurance, Cap Ex, TI/LC, Other                 $0           $0           $0                  $0
              80                       Tax, Insurance, TI/LC                        $0       $1,339           $0                  $0
              81                      Tax, Insurance, Cap Ex                        $0           $0           $0                  $0
              82                       Cap Ex, TI/LC, Other                         $0           $0           $0                  $0
              83                                NAP                                 $0           $0           $0                  $0

              84                                NAP                            $33,623       $2,802      $33,623                  $0
              85                                NAP                            $30,261       $2,522      $30,261                  $0
              86                                NAP                            $10,367         $864      $10,367                  $0
              87                          Tax, Insurance                       $14,500         $402           $0             $96,400
              88                                NAP                                 $0       $1,823           $0  East End Pediatric
                                                                                                                      Rent Reserve -
                                                                                                                    $8,250; Japanese
                                                                                                                        Express Rent
                                                                                                                   Reserve - $3,754;
                                                                                                                      H&R Block Rent
                                                                                                                  Reserve - $39,335;
                                                                                                                    Insurance Doctor
                                                                                                                      Rent Reserve -
                                                                                                                             $19,708
              89                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
              90                                NAP                                 $0         $977           $0     Leasing Reserve
                                                                                                                    Letter of Credit
                                                                                                                         - $100,000;
                                                                                                                  Tenant Improvement
                                                                                                                  Reserve - $190,025
              91                                NAP                                 $0       $2,496           $0                  $0
              92                                NAP                               $571         $571       $1,714              $3,809

              93                                NAP                                 $0         $351           $0                  $0
              94                                NAP                                 $0         $332           $0                  $0
              95                                NAP                                 $0         $257           $0                  $0
              96                                NAP                                 $0         $242           $0                  $0
              97                                NAP                                 $0         $196           $0                  $0
              98                                NAP                                 $0         $177           $0                  $0
              99                                NAP                                 $0         $132           $0                  $0
             100                                NAP                     PIP Completion
                                                                             Reserve -
                                                                            $1,150,000      $19,269   $1,150,000                  $0
             101                                NAP                                 $0       $9,754           $0                  $0
             102                                NAP                                 $0         $496           $0             $59,550
             103                               TI/LC                                $0         $327           $0                  $0
             104                                NAP                                 $0       $4,976       $4,976                  $0
             105                                NAP                                 $0       $4,736       $9,471                  $0

             106                                NAP                                 $0      $40,886       $4,323                  $0
             107                                NAP                                 $0      $29,462       $3,115                  $0
             108                                NAP                                 $0       $5,333      $10,667                  $0
             109                                NAP                                 $0       $9,036           $0                  $0
             110                           TI/LC, Other                             $0         $626           $0                  $0
             111                               TI/LC                                $0         $361           $0                  $0
             112                                NAP                                 $0      $11,395           $0                  $0
             113                                NAP                                 $0         $698         $698                  $0
             114                         Insurance, Cap Ex                          $0           $0           $0                  $0
             115                             Insurance                              $0       $8,108      $81,229                  $0
             116                                NAP                                 $0       $3,456       $6,912                  $0
             117                             Insurance                            $150       $6,000      $31,612                  $0
             118                             Insurance                            $200       $4,400     $166,942                  $0
             119                              Cap Ex                          $136,171           $0     $136,393                  $0
             120                                NAP                                 $0       $1,136       $1,136             $40,000
             121                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
             122                             Insurance                              $0       $3,801           $0                  $0
             123                                NAP                                 $0      $10,356      $41,426                  $0
             124                             Insurance                            $150       $4,267     $291,369                  $0
             125                                NAP                                 $0       $1,866       $1,866             $75,000
             126                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
             127                                NAP                                 $0       $8,702       $8,702                  $0
             128                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
             129                                NAP                                 $0         $604         $604                  $0
             130                             Insurance                            $200       $3,067     $207,922                  $0
             131                                NAP                                 $0           $0           $0                  $0
             132                                NAP                                 $0         $500           $0                  $0
             133                             Insurance                            $200       $5,844      $13,586                  $0
             134                      Tax, Insurance, Cap Ex                        $0           $0           $0                  $0
             135                               TI/LC                                $0         $960           $0                  $0
             136                                NAP                                 $0       $1,788           $0             $63,000
             137                              Cap Ex                                $0           $0           $0            $100,000
             138                             Insurance                              $0       $1,047           $0                  $0
             139                                NAP                                 $0       $2,304           $0                  $0
             140                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             141                                NAP                                 $0       $1,391       $1,391            $100,000
             142                                NAP                                 $0       $3,450      $13,813                  $0
             143                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             144                                NAP                                 $0      $11,691      $46,763                  $0
             145                                NAP                                 $0         $680       $1,359                  $0
             146                               Other                                $0       $1,525           $0                  $0
             147                                NAP                               $200       $3,733     $114,447                  $0
             148                                NAP                                 $0         $951         $951                  $0
             149                                NAP                                 $0       $1,167       $1,167                  $0
             150                                NAP                                 $0       $3,167           $0                  $0
             151                                NAP                                 $0       $1,151           $0                  $0
             152                                NAP                                 $0       $2,016      $12,099            $150,000
             153                                NAP                                 $0         $948         $948                  $0
             154                                NAP                                 $0           $0           $0                  $0
             155                             Insurance                            $200       $3,600     $140,131                  $0
             156                             Insurance                            $200       $2,600     $221,596                  $0
             157                           TI/LC, Other                             $0         $621           $0                  $0
             158                                NAP                                 $0       $2,200           $0                  $0
             159                                NAP                                 $0       $3,467       $3,467                  $0
             160                                NAP                                 $0       $3,667           $0                  $0
             161                          Tax, Insurance                            $0           $0           $0                  $0
             162                          Tax, Insurance                            $0       $2,085       $2,085                  $0
             163                                NAP                                 $0       $7,189           $0                  $0
             164                                NAP                                 $0      $14,730      $58,922                  $0
             165                                NAP                                 $0         $375           $0                  $0
             166                             Insurance                            $200       $2,933     $144,159                  $0
             167                             Insurance                            $200       $2,300      $34,622                  $0
             168                                NAP                                 $0       $1,217       $1,217                  $0
             169                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             170                           Cap Ex, TI/LC                        $8,460           $0       $8,460             $51,888
             171                               Other                                $0           $0         $993                  $0
             172                             Insurance                            $200       $3,883     $559,403                  $0
             173                                NAP                                 $0       $1,231       $1,231                  $0
             174                                NAP                                 $0           $0           $0  Tenant Improvement
                                                                                                                   Allowance Reserve
                                                                                                                          - $168,748
             175                   Tax, Insurance, TI/LC, Other                     $0       $1,154           $0                  $0
             176                              Cap Ex                                $0           $0           $0                  $0
             177                               TI/LC                                $0       $1,188           $0             $50,000
             178                                NAP                                 $0       $5,411      $10,825                  $0

             179                                NAP                                 $0         $798       $1,375                  $0
             180                                NAP                                 $0         $314         $597                  $0
             181                              Cap Ex                                $0           $0           $0                  $0
             182                             Insurance                            $200       $2,533      $99,712                  $0
             183                             Insurance                            $200         $800      $31,488                  $0
             184                                NAP                                 $0         $583           $0             $75,000
             185                             Insurance                            $175       $4,217      $67,917                  $0
             186                                NAP                                 $0       $7,061      $35,303                  $0
             187                     Insurance, Cap Ex, TI/LC                       $0           $0           $0                  $0
             188                                NAP                                 $0       $1,087           $0                  $0
             189                                NAP                                 $0       $4,793           $0                  $0
             190                               Other                                $0         $763           $0                  $0
             191                                NAP                                 $0         $600           $0                  $0
             192                             Insurance                            $150       $2,400     $230,723                  $0
             193                                NAP                                 $0       $4,950      $24,780                  $0
             194                             Insurance                            $200       $2,633     $150,516                  $0
             195                                NAP                                 $0       $2,246       $2,246                  $0
             196                                NAP                                 $0       $2,750       $2,750                  $0
             197                               Other                                $0         $686       $6,860                  $0
             198                               TI/LC                                $0         $147           $0                  $0
             199                                NAP                                 $0           $0           $0                  $0
             200                               Other                                $0         $301         $301                  $0
             201                               Other                                $0         $442           $0                  $0
             202                                NAP                                 $0         $298           $0                  $0
             203                                NAP                            $31,000       $1,465           $0             $75,000
             204                                NAP                                 $0         $961         $961             $75,000
             205                                NAP                                 $0         $753         $753                  $0
             206                             Insurance                            $200       $2,667     $119,363                  $0
             207                             Insurance                            $200       $3,750       $1,255                  $0
             208                                NAP                                 $0       $5,672           $0                  $0
             209                                NAP                                 $0         $388           $0                  $0

             210                                NAP                                 $0         $723         $723                  $0
             211                                NAP                                 $0         $632         $632                  $0
             212                                NAP                                 $0         $351         $351                  $0
             213                                NAP                                 $0         $273         $273                  $0
             214                                NAP                                 $0       $4,508           $0                  $0
             215                                NAP                                 $0       $3,354       $3,354                  $0
             216                                NAP                                 $0       $2,345       $2,345             $50,000
             217                             Insurance                            $200       $3,083     $201,826                  $0
             218                             Insurance                            $200       $1,838     $177,662                  $0
             219                                NAP                                 $0       $1,036       $1,036                  $0
             220                               TI/LC                                $0         $195         $390                  $0
             221                               TI/LC                                $0         $283         $566                  $0

             222                                NAP                                 $0         $359           $0                  $0
             223                                NAP                                 $0         $245           $0                  $0
             224                                NAP                                 $0         $220           $0                  $0
             225                                NAP                                 $0         $875         $875                  $0
             226                                NAP                                 $0       $2,833       $2,833                  $0
             227                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
             228                                NAP                                 $0       $3,525      $17,625                  $0
             229                                NAP                                 $0         $224         $224                  $0
             230                                NAP                                 $0       $5,014       $5,014                  $0
             231                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             232                                NAP                                 $0         $514         $514                  $0
             233                              Cap Ex                                $0           $0           $0             $45,000
             234                               TI/LC                            $8,800       $1,027       $8,800             $27,850
             235                                NAP                                 $0       $2,021       $2,021                  $0
             236                                NAP                                 $0         $534         $534                  $0
             237                       Cap Ex, TI/LC, Other                         $0           $0           $0                  $0
             238                                NAP                                 $0         $696         $696                  $0
             239                                NAP                                 $0         $556       $1,112                  $0
             240                         Insurance, Cap Ex                          $0           $0           $0                  $0
             241                                NAP                       PIP Holdback
                                                                            - $158,000       $4,575     $158,000                  $0
             242                                NAP                                 $0       $1,250       $1,250                  $0
             243                   Tax, Insurance, Cap Ex, TI/LC                    $0           $0           $0                  $0
             244                                NAP                                 $0         $584           $0                  $0
             245                              Cap Ex                                $0           $0           $0                  $0
             246                                NAP                            $28,000       $2,333      $28,000                  $0
             247                             Insurance                            $200       $1,050       $1,007                  $0
             248                                NAP                                 $0       $1,200           $0                  $0
             249                                NAP                                 $0         $261         $522                  $0
             250                             Insurance                            $200       $2,133         $382                  $0
             251                                NAP                                 $0         $266           $0                  $0
             252                                NAP                                 $0         $373         $373                  $0
             253                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             254                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             255                      Tax, Insurance, Cap Ex                        $0           $0           $0                  $0
             256                       Tax, Insurance, TI/LC                        $0       $1,172           $0                  $0
             257                             Insurance                              $0         $865           $0         $55,000 LOC
             258                                NAP                                 $0         $250           $0                  $0
             259                                NAP                                 $0         $114           $0                  $0
             260                                NAP                                 $0         $104         $104                  $0
             261                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             262                                NAP                                 $0         $568         $568                  $0
             263                               Other                                $0         $948         $948                  $0
             264                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             265                                NAP                                 $0       $1,016       $1,016                  $0
             266                             Insurance                            $200       $3,017     $264,792                  $0
             267                                NAP                                 $0         $324           $0             $50,000
             268                                NAP                           $100,000           $0     $100,000            $346,324
             269                                NAP                                 $0         $204         $204                  $0
             270                                NAP                                 $0         $164         $164                  $0
             271                                NAP                                 $0         $501         $501                  $0
             272                                NAP                                 $0         $600       $1,200                  $0
             273                             Insurance                            $200       $1,333      $16,801                  $0

             274                                NAP                                 $0         $434           $0                  $0
             275                                NAP                                 $0         $170           $0                  $0
             276                              Cap Ex                                $0           $0           $0                  $0
             277                                NAP                                 $0         $243         $243             $34,000
             278                                NAP                                 $0         $440           $0                  $0
             279                                NAP                                 $0         $152         $305                  $0
             280                                NAP                                 $0         $253         $253                  $0
             281                                NAP                                 $0         $551         $551                  $0
             282                                NAP                                 $0         $794         $794                  $0
             283                                NAP                                 $0         $443         $443                  $0
             284                                NAP                                 $0         $112         $112                  $0
             285                                NAP                                 $0         $508         $508                  $0
             286                                NAP                                 $0         $662       $5,293            $165,000
             287                             Insurance                            $200       $1,500      $13,513                  $0
             288                                NAP                                 $0         $674         $674                  $0
             289                                NAP                                 $0         $349         $349                  $0
             290                              Cap Ex                                $0           $0           $0                  $0
             291                          Tax, Insurance                            $0           $0           $0                  $0
             292                                NAP                                 $0         $250           $0                  $0
             293                                NAP                                 $0       $1,872           $0                  $0
             294                                NAP                                 $0         $875       $4,375                  $0
             295                          Tax, Insurance                            $0           $0           $0                  $0
             296                                NAP                                 $0         $127           $0                  $0
             297                                NAP                                 $0       $1,027       $1,027                  $0
             298                                NAP                                 $0         $342         $342                  $0
             299                       Tax, Insurance, TI/LC                        $0         $125         $125                  $0
             300                                NAP                                 $0          $74           $0                  $0
             301                                NAP                                 $0         $220         $220                  $0
             302                              Cap Ex                                $0           $0           $0                  $0
             303                               TI/LC                           $30,000         $515           $0             $90,000
             304                                NAP                                 $0         $483         $483                  $0
             305                                NAP                                 $0         $138         $138                  $0
             306                                NAP                                 $0       $1,417       $2,834                  $0
             307                           Cap Ex, TI/LC                            $0           $0           $0                  $0
             308                               Other                                $0          $68          $68             $20,000

             309                                NAP                                 $0         $240         $480                  $0
             310                                NAP                                 $0         $237         $474                  $0
             311                                NAP                                 $0         $792         $792                  $0
             312                                NAP                                 $0         $120         $120                  $0
             313                              Cap Ex                                $0           $0           $0                  $0
             314                                NAP                                 $0         $380         $380                  $0
             315                                NAP                                 $0         $126           $0                  $0
             316                                NAP                                 $0         $321         $321                  $0
             317                                NAP                                 $0          $64           $0                  $0
             318                              Cap Ex                                $0           $0           $0                  $0

TOTALS AND WEIGHTED AVERAGES:


                                   MONTHLY
                                    TI/LC                                                               INTEREST
            MORTGAGE                ESCROW                                              ENVIRONMENTAL    ACCRUAL
            LOAN NO.           REQUIREMENT(22)     CURRENT TI/LC ESCROW BALANCE(23)       INSURANCE      METHOD    SEASONING(24)
--------------------------------------------------------------------------------------------------------------------------------

                1                       $0                                          $0        No       Actual/360         0
                2                       $0                                          $0        No       Actual/360         0
                3                       $0                                          $0        No       Actual/360         0
                4                       $0                                          $0        No       Actual/360         0
                5                       $0                                          $0        No       Actual/360         0
                6                       $0                                          $0        No       Actual/360         0
                7                       $0                                          $0        No       Actual/360         0
                8                       $0                                          $0        No       Actual/360         0
                9                       $0                                          $0        No       Actual/360         0
               10                       $0                                          $0        No       Actual/360         0
               11                       $0                                          $0        No       Actual/360         0
               12                       $0                                          $0        No       Actual/360         0
               13                       $0                                          $0        No       Actual/360         0
               14                       $0                                          $0        No       Actual/360         0
               15                       $0                                          $0        No       Actual/360         0
               16                       $0                                          $0        No       Actual/360         0
               17                       $0                                          $0        No       Actual/360         0
               18                       $0                                          $0        No       Actual/360         0
               19                       $0                                          $0        No       Actual/360         0
               20                       $0                                          $0        No       Actual/360         0
               21                       $0                                          $0        No       Actual/360         0
               22                       $0                                          $0        No       Actual/360         0
               23                       $0                                          $0        No       Actual/360         0
               24                       $0                                          $0        No       Actual/360         0
               25                       $0                                          $0        No       Actual/360         2
               26                       $0                                  $7,500,000        No       Actual/360         0
               27                       $0                                          $0        No       Actual/360         0
               28                       $0                                  $3,600,000        No       Actual/360         2
               29                       $0                                          $0        No       Actual/360         1
               30                       $0                                          $0        No       Actual/360         1
               31                  $22,833                                    $600,000        No       Actual/360         1
               32                       $0                                  $1,000,000        No       Actual/360         7
               33                       $0                                          $0        No       Actual/360         2
               34                       $0                                          $0        No       Actual/360         1
               35                       $0                                          $0        No       Actual/360         1
               36                       $0                                          $0        No       Actual/360         0
               37                       $0                                          $0        No       Actual/360         0
               38                       $0                                          $0        No         30/360           6
               39                       $0                                          $0        No       Actual/360         2
               40                       $0                                          $0        No       Actual/360         1
               41                  $11,607                                     $11,607        No       Actual/360         1
               42                       $0                                          $0        No       Actual/360         0

               43                   $6,037      $168,000 on a combined portfolio basis        No       Actual/360         0
               44                   $1,155      $168,000 on a combined portfolio basis        No       Actual/360         0
               45                   $1,928      $168,000 on a combined portfolio basis        No       Actual/360         0
               46                     $521      $168,000 on a combined portfolio basis        No       Actual/360         0
               47                   $1,140      $168,000 on a combined portfolio basis        No       Actual/360         0
               48                       $0                                          $0        No       Actual/360         1
               49                       $0                                          $0        No       Actual/360         0
               50                       $0                                          $0        No       Actual/360         1
               51                       $0                                          $0        No       Actual/360         0

               52                     $502                                     $83,903        No       Actual/360         6
               53                     $414                                     $69,151        No       Actual/360         6
               54                     $314                                     $52,439        No       Actual/360         6
               55                     $228                                     $38,033        No       Actual/360         6
               56                     $193                                     $32,270        No       Actual/360         6
               57                     $145                                     $24,203        No       Actual/360         6
               58                  $12,825                                     $38,974        No       Actual/360        10
               59                   $5,931                                          $0        No       Actual/360         1
               60                       $0                                          $0        No       Actual/360         0
               61                       $0                                          $0        No       Actual/360         3
               62                       $0                                          $0        No       Actual/360         0
               63                       $0                                          $0        No       Actual/360         3
               64                       $0                                          $0        No       Actual/360         0
               65                       $0                                          $0        No       Actual/360         3
               66                       $0                                          $0        No       Actual/360         0
               67                       $0                                          $0        No       Actual/360         0
               68                   $9,574                                          $0        No       Actual/360         1
               69                       $0                                          $0        No       Actual/360         1
               70                   $9,811                                          $0        No       Actual/360         0
               71                   $2,000                                          $0        No       Actual/360         1
               72                       $0                                          $0        No       Actual/360         1
               73                       $0                                          $0        No       Actual/360         2
               74                       $0                                  $1,182,000        No       Actual/360         1
               75                       $0                                          $0        No       Actual/360         1
               76                       $0                                          $0        No       Actual/360         2
               77                       $0                                          $0        No       Actual/360         0
               78                       $0                                          $0        No       Actual/360         0
               79                       $0                                          $0        No       Actual/360         1
               80                   $6,697                                          $0        No       Actual/360         2
               81                       $0                                          $0        No       Actual/360         0
               82                       $0                                          $0        No       Actual/360         1
               83                       $0                                          $0        No       Actual/360         1

               84                       $0                                          $0        No       Actual/360         2
               85                       $0                                          $0        No       Actual/360         2
               86                       $0                                          $0        No       Actual/360         2
               87                   $2,670                                          $0        No       Actual/360         2
               88                   $3,009                                     $71,046        No       Actual/360         0
               89                       $0                                          $0        No       Actual/360         1
               90                   $3,334                                    $290,025        No       Actual/360         0
               91                       $0                                          $0        No       Actual/360         0
               92                   $3,809                                     $11,434        No       Actual/360         4

               93                       $0                                          $0        No       Actual/360         0
               94                       $0                                          $0        No       Actual/360         0
               95                       $0                                          $0        No       Actual/360         0
               96                       $0                                          $0        No       Actual/360         0
               97                       $0                                          $0        No       Actual/360         0
               98                       $0                                          $0        No       Actual/360         0
               99                       $0                                          $0        No       Actual/360         0
               100                      $0                                          $0        No       Actual/360         0
               101                      $0                                          $0        No       Actual/360         0
               102                  $2,481                                          $0        No       Actual/360         0
               103                  $2,183                                          $0        No       Actual/360         1
               104                      $0                                          $0        No       Actual/360         1
               105                      $0                                          $0        No       Actual/360         2

               106                      $0                                          $0        No       Actual/360         3
               107                      $0                                          $0        No       Actual/360         3
               108                      $0                                          $0        No       Actual/360         2
               109                      $0                                          $0        No       Actual/360         0
               110                      $0                                          $0        No       Actual/360         0
               111                      $0                                          $0        No       Actual/360         0
               112                      $0                                          $0        No       Actual/360         1
               113                  $3,492                                      $3,492        No       Actual/360         2
               114                      $0                                          $0        No       Actual/360         1
               115                      $0                                          $0        No       Actual/360        12
               116                      $0                                          $0        No       Actual/360         2
               117                      $0                                          $0        No         30/360         121
               118                      $0                                          $0        No         30/360         128
               119                      $0                                          $0        No       Actual/360         5
               120                  $2,815                                     $40,000        No       Actual/360         1
               121                      $0                                          $0        No       Actual/360         1
               122                      $0                                          $0        No       Actual/360         1
               123                      $0                                          $0        No       Actual/360         4
               124                      $0                                          $0        No         30/360         116
               125                  $1,239                                     $76,239        No       Actual/360         1
               126                      $0                                          $0        No       Actual/360         1
               127                      $0                                          $0        No       Actual/360         3
               128                      $0                                          $0        No       Actual/360         3
               129                      $0                                          $0        No       Actual/360         1
               130                      $0                                          $0        No         30/360          25
               131                      $0                                          $0        No         30/360           1
               132                  $3,033                                          $0        No       Actual/360         0
               133                      $0                                          $0        No       Actual/360       104
               134                      $0                                          $0        No       Actual/360         3
               135                      $0                                          $0        No       Actual/360         1
               136                      $0                                     $63,009        No       Actual/360         1
               137                  $2,171                                    $102,171        No       Actual/360         2
               138                      $0                                          $0        No       Actual/360         2
               139                      $0                                          $0        No       Actual/360         0
               140                      $0                                          $0        No       Actual/360         0
               141                  $7,000                                    $107,000        No       Actual/360         1
               142                      $0                                          $0        No       Actual/360         6
               143                      $0                                          $0        No       Actual/360         0
               144                      $0                                          $0        No       Actual/360         4
               145                  $2,042                                      $4,084        No       Actual/360         3
               146                  $4,959                                          $0        No       Actual/360         0
               147                      $0                                          $0        No         30/360         112
               148                  $2,955                                      $2,955        No       Actual/360         1
               149                      $0                                          $0        No       Actual/360         1
               150                      $0                                          $0        No       Actual/360         0
               151                      $0                                          $0        No       Actual/360         0
               152                      $0                                    $150,157        No       Actual/360         6
               153                      $0                                          $0        No       Actual/360         1
               154                      $0                                          $0        No       Actual/360         0
               155                      $0                                          $0        No         30/360         123
               156                      $0                                          $0        No         30/360         110
               157                  $1,863                                          $0        No       Actual/360         1
               158                      $0                                          $0        No       Actual/360         0
               159                      $0                                          $0        No       Actual/360         3
               160                      $0                                          $0        No       Actual/360         0
               161                      $0                                          $0        No       Actual/360         1
               162                      $0                                          $0        No       Actual/360         4
               163                      $0                                          $0        No       Actual/360         1
               164                      $0                                          $0        No       Actual/360         4
               165                  $2,499                                          $0        No       Actual/360         1
               166                      $0                                          $0        No         30/360         127
               167                      $0                                          $0        No         30/360          17
               168                  $2,920                                      $2,920        No       Actual/360         1
               169                      $0                                          $0        No       Actual/360         1
               170                      $0                                     $51,888        No       Actual/360         1
               171                    $833                                      $2,107        No       Actual/360         1
               172                      $0                                          $0        No         30/360         119
               173                  $1,000                                      $1,000        No       Actual/360         2
               174                  $1,500                                    $168,748        No       Actual/360         0
               175                      $0                                          $0        No       Actual/360         0
               176                      $0                                          $0        No       Actual/360         1
               177                  $4,167                                     $50,000        No       Actual/360         2
               178                      $0                                          $0        No       Actual/360         4

               179                      $0                                          $0        No       Actual/360         1
               180                      $0                                          $0        No       Actual/360         1
               181                  $1,408                                          $0        No       Actual/360         0
               182                      $0                                          $0        No         30/360         119
               183                      $0                                          $0        No         30/360         119
               184                  $1,950                                          $0        No       Actual/360         0
               185                      $0                                          $0        No         30/360         121
               186                      $0                                          $0        No       Actual/360         5
               187                      $0                                          $0        No       Actual/360         5
               188                      $0                                          $0        No       Actual/360         0
               189                      $0                                          $0        No       Actual/360         1
               190                  $3,094                                          $0        No       Actual/360         0
               191                      $0                                          $0        No       Actual/360         0
               192                      $0                                          $0        No         30/360          98
               193                      $0                                          $0        No       Actual/360         7
               194                      $0                                          $0        No         30/360         124
               195                      $0                                          $0        No       Actual/360         3
               196                      $0                                          $0        No       Actual/360         1
               197                  $1,667                                     $16,670        No       Actual/360        12
               198                  $1,500                                          $0        No       Actual/360         1
               199                      $0                                          $0        No       Actual/360         0
               200                  $1,874                                      $1,874        No       Actual/360         1
               201                  $2,262                                          $0        No       Actual/360         0
               202                  $1,100                                          $0        No       Actual/360         0
               203                  $4,883                                     $75,000        No       Actual/360         0
               204                  $3,558                                     $78,558        No       Actual/360         1
               205                  $2,635                                      $2,635        No       Actual/360         1
               206                      $0                                          $0        No         30/360         130
               207                      $0                                          $0        No         30/360         129
               208                      $0                                          $0        No       Actual/360         0
               209                  $2,069                                          $0        No       Actual/360         0

               210                      $0                                          $0        No       Actual/360         1
               211                      $0                                          $0        No       Actual/360         1
               212                      $0                                          $0        No       Actual/360         1
               213                      $0                                          $0        No       Actual/360         1
               214                      $0                                          $0        No       Actual/360         1
               215                      $0                                          $0        No       Actual/360         1
               216                  $8,600                                      $8,600        No       Actual/360         1
               217                      $0                                          $0        No         30/360         131
               218                      $0                                          $0        No         30/360         125
               219                      $0                                          $0        No       Actual/360         1
               220                  $1,252                                      $2,505        No       Actual/360         4
               221                  $1,043                                      $2,087        No       Actual/360         4

               222                  $1,380                                          $0        No       Actual/360         0
               223                    $941                                          $0        No       Actual/360         0
               224                    $847                                          $0        No       Actual/360         0
               225                      $0                                          $0        No       Actual/360         1
               226                      $0                                          $0        No       Actual/360         1
               227                      $0                                          $0        No       Actual/360         0
               228                      $0                                          $0        No       Actual/360         7
               229                    $955                                        $955        No       Actual/360         1
               230                      $0                                          $0        No       Actual/360         3
               231                      $0                                          $0        No       Actual/360         2
               232                      $0                                          $0        No       Actual/360         1
               233                  $1,352                                          $0        No       Actual/360         0
               234                      $0                                     $27,850        No       Actual/360         2
               235                      $0                                          $0        No       Actual/360         2
               236                  $1,845                                      $1,845        No       Actual/360         1
               237                      $0                                          $0        No       Actual/360         0
               238                  $1,346                                      $1,346        No       Actual/360         1
               239                      $0                                          $0        No       Actual/360         2
               240                      $0                                          $0        No       Actual/360         1
               241                      $0                                          $0        No       Actual/360         0
               242                      $0                                          $0        No       Actual/360         3
               243                      $0                                          $0        No       Actual/360         2
               244                  $1,396                                          $0        No       Actual/360         0
               245                      $0                                          $0        No       Actual/360         1
               246                      $0                                          $0        No       Actual/360         3
               247                      $0                                          $0        No         30/360          78
               248                      $0                                          $0        No       Actual/360         0
               249                  $1,251                                      $2,501        No       Actual/360         2
               250                      $0                                          $0        No         30/360         116
               251                  $1,036                                          $0        No       Actual/360         0
               252                    $576                                        $576        No       Actual/360         1
               253                      $0                                          $0        No       Actual/360         0
               254                      $0                                          $0        No       Actual/360         1
               255                      $0                                          $0        No       Actual/360         2
               256                      $0                                          $0        No       Actual/360         0
               257                  $2,285                                          $0        No       Actual/360         0
               258                  $1,337                                          $0        No       Actual/360         5
               259                    $569                                          $0        No       Actual/360         0
               260                    $346                                        $346        No       Actual/360         1
               261                      $0                                          $0        No       Actual/360         0
               262                  $1,701                                      $1,701        No       Actual/360         2
               263                  $1,896                                      $1,896        No       Actual/360         1
               264                      $0                                          $0        No       Actual/360         0
               265                      $0                                          $0        No       Actual/360         2
               266                      $0                                          $0        No         30/360         131
               267                      $0                                     $50,000        No       Actual/360         0
               268                  $8,334                                    $362,992        No       Actual/360         1
               269                  $1,172                                      $1,172        No       Actual/360         1
               270                  $1,035                                      $1,035        No       Actual/360         1
               271                      $0                                          $0        No       Actual/360         1
               272                      $0                                          $0        No       Actual/360         2
               273                      $0                                          $0        No         30/360          62

               274                      $0                                          $0        No       Actual/360         0
               275                      $0                                          $0        No       Actual/360         0
               276                      $0                                          $0        No       Actual/360         1
               277                    $955                                        $955        No       Actual/360         1
               278                  $1,616                                          $0        No       Actual/360         0
               279                    $802                                      $1,604        No       Actual/360         2
               280                    $835                                        $835        No       Actual/360         1
               281                      $0                                          $0        No       Actual/360         1
               282                      $0                                          $0        No       Actual/360         4
               283                      $0                                          $0        No       Actual/360         1
               284                    $677                                        $677        No       Actual/360         1
               285                      $0                                          $0        No       Actual/360         1
               286                      $0                                    $165,000        No       Actual/360         3
               287                      $0                                          $0        No         30/360          14
               288                      $0                                          $0        No       Actual/360         1
               289                    $933                                        $933        No       Actual/360         1
               290                      $0                                          $0        No       Actual/360         1
               291                      $0                                          $0        No         30/360           1
               292                      $0                                          $0        No       Actual/360         0
               293                      $0                                          $0        No       Actual/360         0
               294                      $0                                          $0        No       Actual/360         8
               295                      $0                                          $0        No         30/360           2
               296                    $806                                          $0        No       Actual/360         1
               297                  $2,321                                      $2,321        No       Actual/360         2
               298                  $1,029                                      $1,029        No       Actual/360         1
               299                      $0                                          $0        No       Actual/360         4
               300                  $1,041                                          $0        No       Actual/360         0
               301                  $1,175                                      $1,175        No       Actual/360         1
               302                      $0                                          $0        No       Actual/360         1
               303                      $0                                          $0        No       Actual/360         1
               304                      $0                                          $0        No       Actual/360         1
               305                    $616                                        $616        No       Actual/360         2
               306                      $0                                          $0        No       Actual/360         2
               307                    $542                                          $0        No       Actual/360         2
               308                    $424                                     $20,424        No       Actual/360         1
               309                      $0                                          $0        No       Actual/360         2
               310                      $0                                          $0        No       Actual/360         2
               311                      $0                                          $0        No       Actual/360         1
               312                    $525                                        $525        No       Actual/360         2
               313                      $0                                          $0        No       Actual/360         1
               314                      $0                                          $0        No       Actual/360         1
               315                    $584                                          $0        No       Actual/360         0
               316                      $0                                          $0        No       Actual/360         1
               317                    $348                                          $0        No       Actual/360         0
               318                      $0                                          $0        No       Actual/360         0
TOTALS AND WEIGHTED AVERAGES:                                                                                             6


                                                  PREPAYMENT CODE(25)
                               ---------------------------------------------------------
                                                                                               YM      ADMINISTRATIVE  MORTGAGE
      MORTGAGE LOAN NO.         LO  DEF  DEF/YM1  YM1  YM2  YM  5%  4%  3%  2%  1%  OPEN  FORMULA(26)  COST RATE (27)  LOAN NO.
-------------------------------------------------------------------------------------------------------------------------------

                                24   89                                               7                     2.075
                1               24   89                                               7                     2.075          1
                2               24   89                                               7                     2.075          2
                3               24   89                                               7                     2.075          3
                4               24   89                                               7                     2.075          4
                5               24   89                                               7                     2.075          5
                6               24   89                                               7                     2.075          6
                7               24   89                                               7                     2.075          7
                8               24   89                                               7                     2.075          8
                9               24   89                                               7                     2.075          9
               10               24   89                                               7                     2.075          10
               11               24   89                                               7                     2.075          11
               12               24   89                                               7                     2.075          12
               13               24   89                                               7                     2.075          13
               14               24   89                                               7                     2.075          14
               15               24   89                                               7                     2.075          15
               16               24   89                                               7                     2.075          16
               17               24   89                                               7                     2.075          17
               18               24   89                                               7                     2.075          18
               19               24   89                                               7                     2.075          19
               20               24   89                                               7                     2.075          20
               21               24   89                                               7                     2.075          21
               22               24   89                                               7                     2.075          22
               23               24   89                                               7                     2.075          23
               24               24   89                                               7                     2.075          24
               25               26    9                                              25                     2.075          25
               26               24   90                                               6                     4.075          26
               27               24   92                                               4                     2.075          27
               28               26   90                                               4                     2.075          28
               29               26   30                                               4                     2.075          29
               30               25   91                                               4                     2.075          30
               31               25   91                                               4                     2.075          31
               32               31   86                                               3                     4.075          32
               33               26   90                                               4                     2.075          33
               34               25   91                                               4                     2.075          34
               35                           35     25                       24  24   12        A            7.075          35
               36               24   92                                               4                     4.075          36
               37               24   92                                               4                     4.075          37
               38               23                 57                                 4        B            2.075          38
               39               26   90                                               4                     2.075          39
               40               25   91                                               4                     2.075          40
               41               25   92                                               3                     2.075          41
               42               25   93                                               2                     7.075          42
                                25   93                                               2                     2.075
               43               25   93                                               2                     2.075          43
               44               25   93                                               2                     2.075          44
               45               25   93                                               2                     2.075          45
               46               25   93                                               2                     2.075          46
               47               25   93                                               2                     2.075          47
               48               25   91                                               4                     2.075          48
               49               24   93                                               3                     2.075          49
               50               25   91                                               4                     2.075          50
               51               25   93                                               2                     2.075          51
                                30   87                                               3                     2.075
               52               30   87                                               3                     2.075          52
               53               30   87                                               3                     2.075          53
               54               30   87                                               3                     2.075          54
               55               30   87                                               3                     2.075          55
               56               30   87                                               3                     2.075          56
               57               30   87                                               3                     2.075          57
               58               34   82                                               4                     4.075          58
               59               25   91                                               4                     2.075          59
               60               25   91                                               4                     2.075          60
               61               27   89                                               4                     2.075          61
               62               25   93                                               2                     5.075          62
               63               23                 93                                 4        C            2.075          63
               64               24   93                                               3                     2.075          64
               65               27   90                                               3                     2.075          65
               66               24   94                                               2                     2.075          66
               67               24   92                                               4                     4.075          67
               68               25   92                                               3                     4.075          68
               69               23                 95                                 2        D            2.075          69
               70               24   92                                               4                     2.075          70
               71               35                 81                                 4        E            2.075          71
               72               35                 81                                 4        E            2.075          72
               73               26   90                                               4                     7.075          73
               74               48                 68                                 4        F            2.075          74
               75               25   91                                               4                     2.075          75
               76               26   91                                               3                     2.075          76
               77               24   93                                               3                     7.075          77
               78               24   93                                               3                     2.075          78
               79               25   92                                               3                     2.075          79
               80               26   90                                               4                     2.075          80
               81               24   93                                               3                     7.075          81
               82               25   90                                               5                     2.075          82
               83               25   91                                               4                     4.075          83
                                26    9     82                                        3                     2.075
               84               26    9     82                                        3        D            2.075          84
               85               26    9     82                                        3        D            2.075          85
               86               26    9     82                                        3        D            2.075          86
               87               26   91                                               3                     2.075          87
               88               25   93                                               2                     2.075          88
               89               25   56                                               3                     2.075          89
               90               25                 93                                 2        F            2.075          90
               91               25   91                                               4                     2.075          91
               92               28   88                                               4                     2.075          92
                                24   93                                               3                     2.075
               93               24   93                                               3                     2.075          93
               94               24   93                                               3                     2.075          94
               95               24   93                                               3                     2.075          95
               96               24   93                                               3                     2.075          96
               97               24   93                                               3                     2.075          97
               98               24   93                                               3                     2.075          98
               99               24   93                                               3                     2.075          99
               100              25                 93                                 2        F            2.075         100
               101              24   92                                               4                     4.075         101
               102              24          93                                        3        A            2.075         102
               103              25   91                                               4                     2.075         103
               104              25   92                                               3                     2.075         104
               105              26   91                                               3                     2.075         105
                                27   90                                               3                     2.075
               106              27   90                                               3                     2.075         106
               107              27   90                                               3                     2.075         107
               108              26   91                                               3                     2.075         108
               109              25   93                                               2                     2.075         109
               110              24   93                                               3                     2.075         110
               111              24   93                                               3                     2.075         111
               112              25   88                                               7                     2.075         112
               113              26   91                                               3                     2.075         113
               114              36                 21                                 3        D            2.075         114
               115              36   80                                               4                     7.075         115
               116              26   91                                               3                     2.075         116
               117             120                 53                                 7        G           10.075         117
               118             120                 89                                 7        G           10.075         118
               119              29   87                                               4                     2.075         119
               120              25   89                                               6                     2.075         120
               121              25   92                                               3                     2.075         121
               122              25   88                                               7                     2.075         122
               123              28   88                                               4                     4.075         123
               124             120                 89                                 7        G           10.075         124
               125              23                 93                                 4        H            4.075         125
               126              23                 60                       12  12   13        A            2.075         126
               127              27   91                                               2                     5.075         127
               128              27                 89                                 4        I            2.075         128
               129              25   12                                         20    3                     2.075         129
               130             133                  2                                 4        J           10.075         130
               131             109                  2                                 4        J           10.075         131
               132              24   92                                               4                     4.075         132
               133             119                          60                        1        K           10.075         133
               134              27   90                                               3                     7.075         134
               135              25   92                                               3                     2.075         135
               136              26   92                                               2                     2.075         136
               137              26   92                                               2                     2.075         137
               138              36                 80                                 4        L            2.075         138
               139               5                 49                                 6        M            2.075         139
               140              24   93                                               3                     2.075         140
               141              25   91                                               4                     4.075         141
               142              30   86                                               4                     2.075         142
               143              24   93                                               3                     2.075         143
               144              28   88                                               4                     4.075         144
               145              27   90                                               3                     5.075         145
               146              24   93                                               3                     2.075         146
               147             120                 92                                 4        N           10.075         147
               148              25   92                                               3                     2.075         148
               149              25   92                                               3                     2.075         149
               150              24   29                                               7                     7.075         150
               151              35                 82                                 3        A            2.075         151
               152              30   86                                               4                     4.075         152
               153              25   92                                               3                     2.075         153
               154              25   91                                               4                     7.075         154
               155             119                 90                                 7        G           10.075         155
               156             120                 92                                 4        N           10.075         156
               157              25   91                                               4                     2.075         157
               158              24   33                                               3                     2.075         158
               159              27   89                                               4                     2.075         159
               160              24   29                                               7                     7.075         160
               161              25   92                                               3                     7.075         161
               162              28   89                                               3                    12.075         162
               163              25   22                                              13                     2.075         163
               164              28   88                                               4                     4.075         164
               165              25   92                                               3                     2.075         165
               166             120                 89                                 7        G           10.075         166
               167             120                      57                            3        O           10.075         167
               168              25   91                                               4                     4.075         168
               169              25   91                                               4                     2.075         169
               170              25                 34                                61        P            2.075         170
               171              25   92                                               3                     2.075         171
               172             119                177                                 4        G           10.075         172
               173              27   91                                               2                     2.075         173
               174              25   93                                               2                     2.075         174
               175              24                 35                                61        Q            2.075         175
               176              25   92                                               3                     2.075         176
               177              26   90                                               4                    12.075         177
               178              28   88                                               4                     2.075         178
                                25   92                                               3                     2.075
               179              25   92                                               3                     2.075         179
               180              25   92                                               3                     2.075         180
               181              24   93                                               3                     2.075         181
               182             119                 90                                 7        N           10.075         182
               183             119                 90                                 7        N           10.075         183
               184              24   93                                               3                     2.075         184
               185             120                 56                                 4        G           10.075         185
               186              29   87                                               4                     4.075         186
               187              29                 84                                 7        R            2.075         187
               188              24   93                                               3                    10.075         188
               189              25          91                                        4        S            2.075         189
               190              24   93                                               3                     2.075         190
               191              24   92                                               4                     4.075         191
               192             120                 89                                 7        N           10.075         192
               193              31   82                                               7                     2.075         193
               194             108                104                                 4        G           10.075         194
               195              27   92                                               1                     8.075         195
               196              35                 82                                 3        M            2.075         196
               197              36   80                                               4                     2.075         197
               198              25   91                                               4                     2.075         198
               199              25   93                                               2                     7.075         199
               200              35                 82                                 3        A            2.075         200
               201              24   93                                               3                     2.075         201
               202              24   92                                               4                     4.075         202
               203              24   92                                               4                     4.075         203
               204              35                 22                                 3        M            2.075         204
               205              25   92                                               3                     2.075         205
               206             120                 89                                 7        G           10.075         206
               207             120                 56                                 4        G           10.075         207
               208              24                 93                                 3        D            2.075         208
               209              24   92                                               4                     4.075         209
                                35                 82                                 3                     2.075
               210              35                 82                                 3        M            2.075         210
               211              35                 82                                 3        M            2.075         211
               212              35                 82                                 3        M            2.075         212
               213              35                 82                                 3        M            2.075         213
               214              25   88                                               7                     2.075         214
               215              25   92                                               3                     2.075         215
               216              25   91                                               4                     4.075         216
               217             120                176                                 4        G           10.075         217
               218                                296                                 4        G           10.075         218
               219              25   92                                               3                     2.075         219
               220              28   88                                               4                     2.075         220
               221              28   88                                               4                     2.075         221
                                23                 94                                 3                     2.075
               222              23                 94                                 3        D            2.075         222
               223              23                 94                                 3        D            2.075         223
               224              23                 94                                 3        D            2.075         224
               225              25   91                                               4                     4.075         225
               226              25   92                                               3                     2.075         226
               227              24   93                                               3                     2.075         227
               228              31   85                                               4                     2.075         228
               229              25   94                                               1                     7.075         229
               230              27   91                                               2                     7.075         230
               231              26   91                                               3                     2.075         231
               232              25   92                                               3                     2.075         232
               233              24   93                                               3                    10.075         233
               234              26   91                                               3                     2.075         234
               235              26   91                                               3                    10.075         235
               236              25   92                                               3                     2.075         236
               237              24   93                                               3                     2.075         237
               238              25   92                                               3                     8.075         238
               239              35                 82                                 3        M            2.075         239
               240              25   92                                               3                     2.075         240
               241              25   93                                               2                     9.075         241
               242              27   90                                               3                     2.075         242
               243              26   91                                               3                     2.075         243
               244              35                 82                                 3        F            2.075         244
               245              25   92                                               3                     2.075         245
               246              35                 82                                 3        M            2.075         246
               247             120                 57                                 3        J           10.075         247
               248              24   93                                               3                     2.075         248
               249              26   91                                               3                     2.075         249
               250             120                116                                 4        G           10.075         250
               251              24   93                                               3                     2.075         251
               252              25   92                                               3                    14.575         252
               253              24   93                                               3                     7.075         253
               254              25   92                                               3                    12.075         254
               255              26   91                                               3                     2.075         255
               256              24   93                                               3                     2.075         256
               257              24   93                                               3                     2.075         257
               258              29   88                                               3                     2.075         258
               259              24   92                                               4                     2.075         259
               260              23                 94                                 3        M            2.075         260
               261              24   93                                               3                     7.075         261
               262              26   91                                               3                     2.075         262
               263              25   92                                               3                     2.075         263
               264              24   93                                               3                     7.075         264
               265              26   91                                               3                    10.075         265
               266             120                176                                 4        G           10.075         266
               267              24   92                                               4                     4.075         267
               268              25   91                                               4                     4.075         268
               269              25   91                                               4                     4.075         269
               270              25   92                                               3                     8.075         270
               271              25   92                                               3                     2.075         271
               272              59                 21                                 4        H            4.075         272
               273             119                 57                                 4        N           10.075         273
                                24   93                                               3                     2.075
               274              24   93                                               3                     2.075         274
               275              24   93                                               3                     2.075         275
               276              25   92                                               3                     2.075         276
               277              25   92                                               3                     2.075         277
               278              24   93                                               3                     2.075         278
               279              26   90                                               4                     4.075         279
               280              25   92                                               3                     7.075         280
               281              25   92                                               3                     2.075         281
               282              28   89                                               3                     2.075         282
               283              25   92                                               3                     8.075         283
               284              35                 82                                 3        M            2.075         284
               285              25   92                                               3                     2.075         285
               286              27   89                                               4                     4.075         286
               287             167                      22                            3        T           10.075         287
               288              25   92                                               3                     2.075         288
               289              25   92                                               3                     8.075         289
               290              25   92                                               3                     2.075         290
               291              25   91                                               4                     2.075         291
               292              24   93                                               3                     2.075         292
               293              24   92                                               4                     4.075         293
               294              32   85                                               3                     2.075         294
               295              26   90                                               4                     2.075         295
               296              25   92                                               3                    12.075         296
               297              26   91                                               3                     7.075         297
               298              25   92                                               3                    10.075         298
               299              28   89                                               3                     2.075         299
               300              35                 82                                 3        D            2.075         300
               301              25   91                                               4                     4.075         301
               302              25   92                                               3                    12.075         302
               303              25   92                                               3                     8.075         303
               304              25   92                                               3                     2.075         304
               305              26   91                                               3                     2.075         305
               306              22                 36                                 2        H            4.075         306
               307              26                 54                                 4        U            2.075         307
               308              25   92                                               3                     2.075         308
                                26   91                                               3                     8.075
               309              26   91                                               3                     8.075         309
               310              26   91                                               3                     8.075         310
               311              25   92                                               3                    10.075         311
               312              26   91                                               3                     2.075         312
               313              25   92                                               3                     2.075         313
               314              23                 34                                 3        M            2.075         314
               315              24   93                                               3                     2.075         315
               316              25   92                                               3                    12.075         316
               317              24   93                                               3                     2.075         317
               318              24   93                                               3                     2.075         318
TOTALS AND WEIGHTED AVERAGES:




FOOTNOTES TO APPENDIX II

1    "LaSalle", "MSMC", "Prudential, "SunTrust" and MassMutual" denote LaSalle
     Bank National Association, Morgan Stanley Mortgage Capital Inc., Prudential
     Mortgage Capital Funding LLC, SunTrust Bank and Massachusetts Mutual Life
     Insurance Company, respectively.

2    The following loan pools represent multiple properties securing a single
     mortgage loan, and are designated by identical Roman Numeral codings:
     Mortgage Loan Nos. 1-24, 43-47, 52-57, 84-86, 93-99, 106-107, 179-180,
     210-213, 222-224, 274-275, 309-310 (RREEF Industrial Portfolio, Welsh
     Portfolio II, Prium Portfolio, Wichita Falls Portfolio, Danube Portfolio,
     The Ridge at Taylor Station & Heatherwood Terrace, Oklahoma Self Storage
     Portfolio, Tarbell Apartment Portfolio, Little Rock Retail Portfolio,
     Strauss Portfolio and Tennessee Self Storage Portfolio, respectively). For
     the purpose of the statistical information set forth in this Prospectus
     Supplement as to such mortgage loans, a portion of the aggregate Cut-off
     Date Balance has been allocated to each mortgaged property based on
     allocated loan amounts set forth in the related mortgage loan agreement,
     respective appraised values and/or Underwritten Cash Flows. Certain of the
     loans in this pool may be supported by collateral interests and/or cash
     flow from multiple properties but were underwritten as
     single-loan/single-property loans and are represented as such for purposes
     of the statistical information set forth in this Prospectus Supplement. The
     following loan pools represent cross-collateralized/cross-defaulted
     properties securing multiple mortgage loans and are designated by identical
     alphabetical coding: Mortgage Loan Nos. 36-37, 71-72, 110-111, 182-183,
     220-221 (New Horizon Apartments and Kimball Cabana Apartments, Follini
     Portfolio, Longs Portfolio, Chimney Ridge - Phase I and Chimney Ridge -
     Phase II and NJ Office Portfolio, respectively). The following loan pool
     represents cross-defaulted mortgage loans secured by the same property and
     is designated by identical asterisk coding: Mortgage Loan Nos. 130-131
     (Club at Vero - I and Club at Vero - II). For the purpose of the
     statistical information set forth in this Prospectus Supplement as to such
     single-loan/multiple-property, cross-collateralized/single property loan
     pools and cross-collateralized/multiple property loan pools, certain credit
     statistics, including NOI DSCR, NCF DSCR, Post IO Period NCF DSCR, Cut-off
     Date LTV, Balloon LTV, Cut-off Date LTV Without Tax Credits, Balloon
     Cut-off Date LTV Without Tax Credits and Cut-off Date Balance per Unit or
     SF, are calculated on an aggregate basis.

     With respect to Mortgage Loan Nos. 1-24, RREEF Industrial Portfolio, the
     loan allows the release of a portion of the collateral subject to the
     satisfaction of certain conditions including, but not limited to: (i) no
     event of default shall have occurred and be continuing, (ii) the allocated
     loan amount of the individual property to be released plus the allocated
     loan amount(s) of all individual properties previously released does not
     exceed $125,000,000, (iii) after giving effect to the release(s), the DSCR
     for the remaining properties is not less than the greater of (a) the DSCR
     on November 17, 2006 and (b) the DSCR immediately prior to the release,
     (iv) after giving effect to the release, the LTV is not greater than the
     lesser of (a) the LTV on November 17, 2006 and (b) the LTV immediately
     prior to the subject release, (v) the borrower must defease an amount equal
     to 115% of the amount allocated for the released property(s) and (vi) the
     borrower must obtain a written affirmation from each of the rating agencies
     that the credit rating of the certificates will not be qualified,
     downgraded or withdrawn as a result of such release(s).

     With respect to Mortgage Loan Nos. 36-37, New Horizon Apartments and
     Kimball Cabana Apartments, pursuant to a cross-collateralization agreement
     between the borrowers, either of the subject properties may be released
     from the cross-collateralization agreement upon written request from a
     borrower with the consent of the mortgagee, which consent shall be given or
     withheld at mortgagee's reasonable discretion. In considering whether to
     agree to sever the cross-collateralization, the mortgagee may consider
     whether the following conditions have been satisfied: (i) no event of
     default or event which, with the passage of time of the giving of notice or
     both, would constitute an event of default shall have occurred and be
     continuing; (ii) after giving effect to the release of a property, the
     remaining property shall have a DSCR of not less than 1.25x for the six
     month period ending on the date the property is actually released from the
     cross-collateralization agreement; and (iii) after giving effect to the
     release of the property, the annualized gross receipts received from
     tenants at the remaining property divided by the gross potential rent for
     such property shall be in excess of 85%.

     With respect to Mortgage Loan No. 40, Meridian Plaza, the loan allows the
     borrower to choose the release of one of three parcels of land through
     partial defeasance, subject to the satisfaction of certain conditions
     including, but not limited to: (i) the borrower pays 1% of the loan amount
     allocated to the released parcel, (ii) the DSCR with respect to the
     remaining parcels is not less than 1.35x and (iii) the LTV with respect to
     the remaining parcels is not greater than 70%.

     With respect to Mortgage Loan Nos. 43-47, Welsh Portfolio II, after the
     lockout period and on two occasions prior to December 5, 2015, the borrower
     may obtain the release of an individual mortgaged property through partial
     defeasance or partial prepayment, provided that, among other conditions,
     (i) the borrower deposits defeasance collateral or prepays the mortgage
     loan in an amount equal to the greater of (x) 110% of the allocated loan
     amount of the individual property being released and (y) an amount such
     that after giving effect to such partial defeasance or partial prepayment,
     the DSCR with respect to the remaining properties is not less than 1.40x
     and the LTV with respect to the remaining properties is not greater than
     70% based on an MAI appraisal acceptable to the lender; (ii) the lender has
     received confirmation from each rating agency then rating the certificates
     that such release will not result in the qualification, downgrade or
     withdrawal of the ratings of any rating in effect on the certificates; and
     (iii) with respect to a partial prepayment, the borrower is required to pay
     the applicable prepayment premium on the principal amount of the mortgage
     loan so prepaid.

     With respect to Mortgage Loan Nos. 52-57, Prium Portfolio, the loan allows
     the release of two (2) of six (6) parcels subject to the satisfaction of
     certain conditions including, but not limited to: (i) no event of default
     shall be continuing at the time of the release, (ii) the defeasance
     collateral shall be in an amount sufficient to pay all principal and
     interest payments (including balloon payment) on an assumed loan amount
     equal to 120% of the outstanding balance of the allocated loan amount for
     the release property, (iii) after giving effect to the release, the LTV is
     not greater than the lesser of (a) the LTV on May 26, 2006, and (b) the LTV
     immediately prior to the release, (iv) after giving effect to the release,
     the DSCR is not less than the DSCR (a) on May 26, 2006 and (b) as of the
     date immediately prior to the release and (v) the borrower must obtain a
     written affirmation from each of the rating agencies that the credit rating
     agencies that the credit rating of the certificates will not be qualified,
     downgraded or withdrawn as a result of such release(s).


                                      II-1



     With respect to Mortgage Loan No. 59, Newhope Street, the property consists
     of five buildings on five separate legal parcels. After the lockout period,
     the borrower is permitted to obtain releases of up to two parcels provided,
     among other conditions, (i) the borrower deposits defeasance collateral
     equal to 120% of the allocated loan amount of the released property, (ii)
     the DSCR is no less than the greater of 1.20x and the DSCR prior to the
     partial release, and (iii) the LTV is no greater than the lesser of 75% and
     the LTV prior to the partial release.

     With respect to Mortgage Loan Nos. 71-72, Longs Portfolio - San Gabriel
     Gateway and Longs Portfolio - Longs Drug Center, from and after the fourth
     loan year, the loan allows the release of an individual property from the
     lien of the loan documents provided that, among other conditions, (i) the
     borrower pays a release price of 115% of the outstanding principal balance
     of the loan secured by the released property along with a yield maintenance
     premium, (ii) the DSCR for the remaining property is equal to or greater
     than 1.20x for the Longs Drug Center property and 1.15x for the San Gabriel
     Gateway property, and (iii) the LTV of the remaining property is equal to
     or less than the lesser of 64% and the LTV immediately preceding the
     release.

     In addition, after November 1, 2007, the two loans may be released from the
     cross-collateralization provisions provided that, among other conditions,
     (i) the LTV and DSCR tests above are satisfied for each of the properties,
     (ii) the uncrossing occurs contemporaneously with the sale of the assumed
     property, and (iii) the borrower pays a price of 15% of the outstanding
     principal balance of the loan being assumed, which may be applied to the
     note of the remaining property in an allocation that lender elects at its
     sole discretion, including (x) all accrued and unpaid interest an all other
     sums under the assumed note, (y) an amount equal to the yield maintenance
     premium in connection with a partial prepayment of the remaining note, and
     (z) the unpaid principal balance of the remaining note.

     With respect to Mortgage Loan Nos. 84-86, Wichita Falls Portfolio, the loan
     allows the release of a portion of the collateral subject to the
     satisfaction of certain conditions including, but not limited to: (i) no
     event of default has occurred and is continuing at the time of the release,
     (ii) the defeasance collateral shall be in an amount sufficient to pay all
     principal and interest payments (including balloon payment) on an assumed
     loan amount equal to 115% of the outstanding balance of the allocated loan
     amount for the release property, (iii) after giving effect to the release,
     the LTV for the non-released property shall not exceed the lesser of (a)
     the LTV on September 28, 2006 and (b) the LTV immediately preceding the
     release, (iv) after giving effect to the release, the DSCR shall be equal
     to or greater than the greater of (a) a DSCR of 1.20x or (b) the DSCR as of
     the date immediately preceding the release, (v) the borrower must obtain a
     written affirmation from each of the rating agencies that the credit rating
     agencies that the credit rating of the certificates will not be qualified,
     downgraded or withdrawn as a result of such release.

     With respect to Mortgage Loan Nos. 93-99, Danube Portfolio, the loan allows
     the release of a portion of the collateral subject to the satisfaction of
     certain conditions including, but not limited to: (i) no event of default
     shall exist at the time of the written request for release or at the time
     of the release, (ii) the defeasance collateral shall be in an amount
     sufficient to pay all principal and interest payments (including balloon
     payment) on an assumed loan amount equal to 125% of the outstanding balance
     of the allocated loan amount for the release property, (iii) after giving
     effect to the release, the LTV for the non-released property shall not
     exceed an amount equal to 80%, (iv) after giving effect to the release, the
     DSCR shall be equal to the greater of (a) 1.25x or (b) the actual DSCR as
     of the date immediately preceding the release, and (v) the borrower must
     obtain a written affirmation from each of the rating agencies that the
     credit rating agencies that the credit rating of the certificates will not
     be qualified, downgraded or withdrawn as a result of such release.

     With respect to Mortgage Loan Nos. 110-111, Follini Portfolio, the two
     loans cross-collateralization and cross-default provisions may be
     terminated subject to the satisfaction of certain conditions including, but
     not limited to: (i) no event of default shall exist and be continuing at
     the time of the release, (ii) the uncrossing occurs contemporaneously with
     the sale of assumed property (iii) borrower deposits cash collateral in an
     amount equal to 25% of the outstanding principal balance of the loan being
     assumed, (iv) the LTV for the released property and nonreleased property on
     an individual basis shall be equal to or less than 80%, (v) the DSCR for
     each of the released property and the nonreleased property is not less than
     the greater of (a) the DSCR on November 7, 2006 and (b) the actual DSCR as
     of the date immediately preceding the assumption, and (vi) the borrower
     must obtain a written affirmation from each of the rating agencies that the
     credit rating agencies that the credit rating of the certificates will not
     be qualified, downgraded or withdrawn as a result of such release.

     With respect to Mortgage Loan Nos. 179-180, Oklahoma Self Storage
     Portfolio, the loan allows the release of a portion of the collateral
     subject to the satisfaction of certain conditions including, but not
     limited to: (i) no event of default shall be continuing at the time of the
     release, (ii) the defeasance collateral shall be in an amount sufficient to
     pay all principal and interest payments (including balloon payment) on an
     assumed loan amount equal to 125% of the outstanding balance of the
     allocated loan amount for the release property, (iii) after giving effect
     to the release, the LTV for the non-released property is not greater than
     the lesser of (a) the LTV on October 30, 2006 and (b) the LTV immediately
     preceding the release, (iv) after giving effect to the release, the DSCR is
     not less than the DSCR (a) on October 30, 2006 and (b) as of the date
     immediately preceding the release, and (v) the borrower must obtain a
     written affirmation from each of the rating agencies that the credit rating
     agencies that the credit rating of the certificates will not be qualified,
     downgraded or withdrawn as a result of such release.

     With respect to Mortgage Loan Nos. 274-275, Strauss Portfolio, the loan
     allows the release of a portion of the collateral subject to the
     satisfaction of certain conditions including, but not limited to: (i) no
     event of default shall exist at the time of the written request for release
     or at the time of the release, (ii) the defeasance collateral shall be in
     an amount sufficient to pay all principal and interest payments (including
     balloon payment) on an assumed loan amount equal to 125% of the outstanding
     balance of the allocated loan amount for the release property, (iii) after
     giving effect to the release, the LTV for the non-released property shall
     not exceed an amount equal to 80%, (iv) after giving effect to the release,
     the actual DSCR shall be equal to the greater of (a) 1.20x or (b) the
     actual DSCR as of the date immediately preceding the release, and (v) the
     borrower must obtain a written affirmation from each of the rating agencies
     that the credit rating agencies that the credit rating of the certificates
     will not be qualified, downgraded or withdrawn as a result of such release.


                                      II-2



     With respect to Mortgage Loan Nos. 1-24, RREEF Industrial Portfolio, the
     loan allows the substitution of a portion of the collateral up to a maximum
     of six (6) properties every twelve months and subject to the satisfaction
     of certain conditions including, but not limited to: (i) the borrower pays
     a fee in the amount of 0.10% of the allocated loan amount of the
     substituted property(s), (ii) the allocated loan amount of the individual
     property to be substituted plus the allocated loan amount(s) of all
     individual properties previously substituted does not exceed $125,000,000,
     (iii) after giving effect to the substitution(s), the DSCR for the
     remaining properties (including the substitute property(s), but excluding
     the property that is substituted) is not less than the greater of (a) the
     DSCR on November 17, 2006 or (b) the DSCR immediately prior to the
     substitution (including the substitute property(s) but excluding the
     property that is substituted), (iv) after giving effect to the
     substitution, the LTV is not greater than the lesser of (a) the LTV on
     November 17, 2006 and (b) the LTV immediately prior to the subject
     substitution, (v) if the allocated loan amount of the substituted property
     plus the allocated loan amount(s) of all substituted properties previously
     released exceeds $62,500,000, the borrower must obtain a written
     affirmation from each of the rating agencies that the credit rating of the
     certificates will not be qualified, downgraded or withdrawn as a result of
     such substitution(s) and (vi) the underwritten cash flow for the substitute
     property(s) does not show a downward trend over three consecutive years
     prior to substitution(s).

     With respect to Mortgage Loan Nos. 43-47, Welsh Portfolio II, the borrower
     is entitled, up to two times, at any time after the expiration of the
     lock-out period through and including December 5, 2015, to release one or
     more of the mortgaged properties (a "Release Property") and substitute
     another property (the "Substitute Property") subject to the satisfaction of
     certain conditions, including (i) the applicable allocated loan amount of
     such individual property when added to the allocated loan amounts of all
     properties released prior to or simultaneously with such individual
     property is no greater than 50% of the original principal amount of the
     mortgage loan during the term of the mortgage loan; (ii) the Substitute
     Property may be a stabilized multifamily, office or industrial property, in
     a location and of a quality that would not result in a qualification,
     downgrade or withdrawal of the ratings issued or to be issued by the rating
     agencies with respect to any certificates; (iii) after giving effect to the
     substitution, the DSCR with respect to all of the mortgaged properties is
     not less than the underwritten DSCR at the origination date and the DSCR of
     the Substitute Property is not less than the greater of (x) 1.35x and (y)
     the DSCR, at the time of substitution, of the Release Property; ( iv) after
     giving effect to the substitution, the DSCR for the Substitute Property is
     not less than the greater of 1.35x or the DSCR of the Release Property at
     the time of the substitution, as calculated by the lender; and (v) the
     lender must have received written confirmation from the Rating Agencies to
     the effect that such release and substitution will not result in a
     withdrawal, qualification or downgrade of the rating then in effect for the
     certificates.

     With respect to Mortgage Loan Nos. 52-57, Prium Portfolio, the loan allows
     the substitution of two (2) of the six (6) parcels of the collateral
     subject to the satisfaction of certain conditions including, but not
     limited to: (i) no event of default shall be continuing at the time of the
     substitution, (ii) the substitute property (a) is of equal or greater fair
     market value to the release property and (b) generates equal or greater net
     operating income than the release property, (iii) after giving effect to
     the substitution, the LTV is not greater than the lesser of (a) the LTV on
     May 26, 2006 and (b) the LTV immediately preceding the substitution, (iv)
     after giving effect to the substitution, the DSCR is not less than the DSCR
     (a) on May 26, 2006 and (b) as of the date immediately preceding the
     substitution, (v) there has been no downward trend in net operating income
     for the substituted property during the three years immediately preceding
     the substitution, and (vi) the borrower pays a fee in the amount of 1.0% of
     the allocated loan amount of the substituted property.

3    The Cut-off Date is December 1, 2006 for any mortgage loan that has a due
     date on the first day of each month. For purposes of the information
     contained in this Prospectus Supplement, we present the loans as if
     scheduled payments due in December 2006 were due on December 1, 2006, not
     the actual day on which such scheduled payments were due.

     With respect to Mortgage Loan No. 147, Sterling Point Apartments, the
     Cut-Off Date Balance reflects a partial paydown of $23,139.20 occurred
     after the September 2005 payment date.

     With respect to Mortgage Loan No. 25, Natick Mall, the $225,000,000 loan
     represents the senior financing interest in an A/B/C note loan structure
     which totals $350,000,000. The B Note and C Note have outstanding principal
     balances as of the Cut-off Date of $60,000,000 and $65,000,000
     respectively, which are not included in the trust. The aggregate LTV of the
     mortgage loan, the B Note and the C Note is 70% and the aggregate
     underwritten DSCR based on the debt of the mortgage loan, the B Note and
     the C Note is 1.20x.

     With respect to Mortgage Loan No. 105, Harbor Pointe, $8,985,146 loan
     represents the senior financing interest in an A/B note loan structure
     which totals $9,536,485. The B Note has an outstanding principal balance as
     of the Cut-off Date of $578,339 and is not included in the trust. The
     aggregate LTV of the mortgage loan and the B Note is 82.7% and the
     aggregate underwritten DSCR based on the debt of the mortgage loan and the
     B Note is 1.18x.

     With respect to Mortgage Loan No. 108, Creekwood Landing, $8,925,279 loan
     represents the senior financing interest in an A/B note loan structure
     which totals $9,495,120. The B Note has an outstanding principal balance as
     of the Cut-off Date of $569,841 and is not included in the trust. The
     aggregate LTV of the mortgage loan and the B Note is 83.3% and the
     aggregate underwritten DSCR based on the debt of the mortgage loan and the
     B Note is 1.15x.

     With respect to Mortgage Loan No. 115, North Oaks Apartments, the Mortgaged
     Property secures two municipal bonds with an aggregate principal balance of
     $10,480,000 held by an affiliate of the borrower Both bonds are fully
     subordinated to the mortgage loan included in the trust and are subject to
     a full standstill during the duration of the loan.


                                      II-3



     With respect to Mortgage Loan No. 116, Colony Oaks by the Bay Apartments,
     $7,707,259 loan represents the senior financing interest in an A/B note
     loan structure which totals $8,205,620. The B Note has an outstanding
     principal balance as of the Cut-off Date of $498,361 and is not included in
     the trust. The aggregate LTV of the mortgage loan and the B Note is 82.3%
     and the aggregate underwritten DSCR based on the debt of the mortgage loan
     and the B Note is 1.15x.

     With respect to Mortgage Loan No. 117, Congress Park Apartments, the
     borrower has two promissory notes of $288,000 and $64,500 of additional
     secured subordinate financing provided by the Palm Beach County, a
     political subdivision of the State of Florida. The Palm Beach County has
     entered into a subordination agreement with the lender which confirms that
     its mortgage is subordinate to the first mortgage. During the term of the
     first mortgage, interest accrues and is payable from available cash flow.

     With respect to Mortgage Loan No. 158, Arizona Commons II, the $5,600,000
     loan represents the senior financing interest in an A/B note loan structure
     which totals $5,950,000. The B Note has an outstanding principal balance as
     of the Cut-off Date of $350,000 and is not included in the trust. The
     aggregate LTV of the mortgage loan and the B Note is 85.0% and the
     aggregate underwritten DSCR based on the debt of the mortgage loan and the
     B Note is 1.10x.

     With respect to Mortgage Loan No. 162, Stoneybrook Apartments, the borrower
     has $550,000 of additional secured subordinate financing provided by the
     Redevelopment Agency of the City of Fairfield. The Redevelopment Agency of
     the City of Fairfield has entered into a subordination agreement with the
     lender which confirms that its mortgage is subordinate to the first
     mortgage. The borrower is only required to make monthly payments to the
     Redevelopment Agency of the City of Fairfield commencing on August 1, 2011.

     With respect to Mortgage Loan No. 166, Ospreys Landing Apartments, the
     borrower has $176,000 second mortgage loan provided by the Florida Housing
     Finance Agency. Under the term of this second mortgage, payments of
     interest only at a rate of 3% per annum are payable each June 22 and the
     entire principal balance is due at maturity on November 22, 2014.

     With respect to Mortgage Loan No. 176, Leisure Village MHC, the $4,795,533
     loan represents the senior financing interest in an A/B note loan structure
     which totals $5,095,464. The B Note has an outstanding principal balance as
     of the Cut-off Date of $299,931 and is not included in the trust. The
     aggregate LTV of the mortgage loan and the B Note is 79.6% and the
     aggregate underwritten DSCR based on the debt of the mortgage loan and the
     B Note is 1.25x.

     With respect to Mortgage Loan No. 197, Jones Road Shopping Center, the
     $4,125,107 loan represents the senior financing interest in an A/B note
     loan structure which totals $5,533,078. The B Note has an outstanding
     balance of $1,407,971 and is not included in the trust. The aggregate LTV
     of the mortgage loan and the B Note is 73.0% and the aggregate underwritten
     DSCR based on the debt of the mortgage loan and the B Note is 1.33x.

     With respect to Mortgage Loan No. 297, Huntingdon Plaza Shopping Center,
     the $1,557,407 loan represents the senior financing interest in an A/B note
     loan structure which totals $1,657,397. The B Note has an outstanding
     principal balance as of the Cut-off Date of $99,990 and is not included in
     the trust. The aggregate LTV of the mortgage loan and the B Note is 80.5%
     and the aggregate underwritten DSCR based on the debt of the mortgage loan
     and the B Note is 1.08x.

     With respect to Mortgage Loan No. 30, Gateway Center IV, the equity owners
     of the borrower have obtained mezzanine financing in the amount of
     $7,550,000 from LaSalle. An intercreditor agreement is in effect between
     LaSalle as the lender and LaSalle as the mezzanine loan lender.

     With respect to Mortgage Loan No. 31, Gateway Office Building, the borrower
     has additional mezzanine financing of $2,200,000.

     With respect to Mortgage Loan No. 105, Harbor Pointe, the equity owners of
     the borrower have obtained mezzanine financing in the amount of $834,500.
     An intercreditor agreement is in effect between lender and the mezzanine
     loan lender.

     With respect to Mortgage Loan No. 108, Creekwood Landing, the equity owners
     of the borrower have obtained mezzanine financing in the amount of
     $750,000. An intercreditor agreement is in effect between lender and the
     mezzanine loan lender

     With respect to Mortgage Loan No. 116, Colony Oaks By the Bay Apartments,
     the equity owners of the borrower have obtained mezzanine financing in the
     amount of $754,500. An intercreditor agreement is in effect between lender
     and the mezzanine loan lender.

     With respect to Mortgage Loan No. 25, Natick Mall, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) the combined LTV is not greater than 80%
     and (ii) the combined DSCR is not less than 1.10x.

     With respect to Mortgage Loan No. 27, Westin O'Hare, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) no event of default has occurred and is
     continuing, (ii) the DSCR immediately following the closing of any such
     mezzanine loan is no less than 1.46x, (iii) the LTV immediately following
     the closing of any such mezzanine loan is not less than 77.1%, (iv) the
     proceeds of any such mezzanine loan(s) shall be used solely to pay for
     capital expenditures incurred by the Westin O'Hare Borrower and/or the
     operating tenant of the Westin O'Hare Property with respect to alterations,
     improvements and expansion of the Westin O'Hare Property and (v) the
     aggregate principal amount of all the mezzanine loans shall not exceed the
     sum of all such capital expenditures.

     With respect to Mortgage Loan No. 28, 75 Park Place, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) the combined LTV is not greater than 70%
     and (ii) receipt of no downgrade letters from the rating agencies.


                                      II-4



     With respect to Mortgage Loan No. 30, Gateway Center IV, the borrower has
     the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) no event of default exists, (ii)
     the combined LTV is not greater than 90%, (iii) the combined DSCR is not
     less than 0.94x and the combined DSCR based on an annual loan constant of
     10.09% of no less than 0.70x and (iv) receipt of a no downgrade letter from
     the rating agencies.

     With respect to Mortgage Loan No. 35, Broadway Office, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) no event of default has occurred, (ii)
     the combined LTV is not greater than 85% and (iii) the combined DSCR is not
     less than 1.07x.

     With respect to Mortgage Loan No. 38, Scott Foresman Building, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) no event of default shall exist,
     (ii) the combined LTV is not greater than 75% and (iii) the combined DSCR
     is not less than 1.20x.

     With respect to Mortgage Loan No. 40, Meridian Plaza, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that that, among other conditions, (i) the combined LTV is not greater than
     80%, (ii) the combined DSCR is not less than 1.10x. and (iii) the mezzanine
     loan maturity date shall be on or after the maturity date of the senior
     loan.

     With respect to Mortgage Loan No. 41, Riverwood Corporate Center, the
     borrower has the right in the future to obtain mezzanine financing on the
     property provided that, among other conditions, (i) the combined LTV is not
     greater than 90%, (ii) the combined DSCR is not less than 1.05x and (iii)
     the mezzanine loan maturity date shall be on or after the maturity date of
     the senior loan

     With respect to Mortgage Loan No. 42, Columbus Park Apartments, the
     borrower has the right in the future to obtain mezzanine financing up to a
     maximum amount of $1,500,000 provided that, among other conditions, (i) the
     combined LTV is not greater than 85% and (ii) the combined DSCR is not less
     than 1.05x and (iii) the mezzanine lender enters into an intercreditor
     agreement with the lender that is acceptable to the rating agencies.

     With respect to Mortgage Loan No. 50, Carwood Center, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) the combined LTV is not greater than 80%
     and (ii) the combined DSCR is not less than 1.25x.

     With respect to Mortgage Loan No. 60, Constitution Place, the borrower has
     the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 75%, (ii) the combined DSCR is not less than 1.25x and (iii) receipt
     of written confirmation from the rating agencies to the effect that the
     incurrence of such debt will not result in a withdrawal, qualification or
     downgrade of the ratings then in effect for the certificates.

     With respect to Mortgage Loan No. 102, Walnut Hills Plaza, the borrower has
     the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) no event of default has
     occurred, (ii) the combined LTV is not greater than 85% and (iii) the
     combined DSCR is not less than 1.10x.

     With respect to Mortgage Loan No. 109, Hampton Inn - Plano, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 75% and (ii) the lender has received written confirmation from the
     rating agencies to the effect that the incurrence of such debt will not
     result in a withdrawal, qualification or downgrade of the ratings then in
     effect for the certificates.

     With respect to Mortgage Loan No. 114, Lincoln Park West, the borrower has
     the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 85%, (ii) the combined DSCR is not less than 1.10x and (iii) the
     mezzanine loan maturity date shall be on or after the maturity date of the
     senior loan.

     With respect to Mortgage Loan No. 115, North Oaks Apartments, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 80% and (ii) the combined DSCR is not less than 1.20x.

     With respect to Mortgage Loan No. 138, Mt. Vernon Retail Center, the
     borrower has the right in the future to obtain mezzanine financing on the
     property after the first two years of the loan term provided that, among
     other conditions, (i) the combined LTV is not greater than 85% and (ii) the
     combined DSCR is not less than 1.20x.

     With respect to Mortgage Loan No, 150 Willow Trace Apartments, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) no event of default shall have
     occurred and be continuing (ii) the combined LTV shall not exceed 85% of
     the full value of the property, (iii) the combined DSCR is not less than
     1.10x, (iv) the amount of the mezzanine loan shall not exceed 70% of the
     value of the membership interests pledged as security for the mezzanine
     loan and (v) the mezzanine loan maturity date shall be on or after the
     maturity date of the senior loan.

     With respect to Mortgage Loan No. 151, San Marcos Self Storage, the
     borrower has the right in the future to obtain mezzanine financing on the
     property provided that, among conditions, (i) no event of default has
     occurred and is continuing, (ii) the combined LTV is not greater than 80%
     and (iii) the combined DSCR is not less than 1.20x.


                                      II-5



     With respect to Mortgage Loan No. 163, Comfort Inn - Medford, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 75% and (ii) the combined DSCR is not less than 1.15x.

     With respect to Mortgage Loan No. 177, Camillus Plaza, the borrower has the
     right in the future to obtain mezzanine financing on the property provided
     that, among other conditions, (i) the combined LTV is not greater than 80%
     and (ii) the combined DSCR is not less than 1.10x.

     With respect to Mortgage Loan No. 187, Wingate Inn - Norcross, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 80% and (ii) the combined DSCR is not less than 1.40x.

     With respect to Mortgage Loan No. 200, Canon Perdido Office, the borrower
     has the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) no event of default has occurred
     and is continuing, (ii) the combined LTV is not greater than 80% and (iii)
     the combined DSCR is not less than 1.20x.

     With respect to Mortgage Loan No. 252, FedEx - Macon, GA, the borrower has
     the right in the future to obtain mezzanine financing on the property
     provided that, among other conditions, (i) the combined LTV is not greater
     than 80% and (ii) the combined DSCR is not less than 1.20x.

4    The indicated NOI DSCR, NCF DSCR, Post IO Period DSCR, Cut-Off Date LTV,
     Balloon LTV, Cut-off Date LTV Without Tax Credits and Balloon LTV Without
     Tax Credits reflect current scheduled payments as of the Cut-off Date for
     all Mortgage Loans.

     Cut-Off Date LTV Without Tax Credits and Balloon LTV Without Tax Credits
     with respect to Mortgage Loans sold to the trust by Massachusetts Mutual
     Life Insurance Company assume the Current Value of the related Mortgaged
     Property excluding the remaining value of the outstanding tax credits.

5    With respect to Mortgage Loan Nos. 43-47, Welsh Portfolio II, the Rivers
     Avenue Office property consists of 158,583 square feet, however, 2,769
     square feet of that total has been deemed to be "dead space". Therefore
     "Units/SF" and "Cut-Off Date Balance per Unit/SF" are based on 155,814
     square feet.

     With respect to Mortgage Loan No. 60, Constitution Place, the collateral
     consists of 196,539 square feet however, 2,500 square feet of that total
     square footage has been deemed to be "dead space". Therefore "Units/SF" and
     Cut-Off Date Balance per Unit/SF" are based on 194,039 square feet.

     The borrower has the right to cause the existing improvements to be
     expanded by not more than 9,000 square feet (the "Construction") so long
     as: (i) Construction occurs in the "Approved Construction Area" as
     specified in the related mortgage loan documents; (ii) the borrower
     delivers to the lender all plans and specifications of such Construction on
     or before sixty (60) days prior to commencement of the construction; (iii)
     the borrower is not permitted to obtain or incur any debt, whether secured
     or unsecured, to finance the cost of the Construction; and (iv) the
     borrower must complete the construction within one (1) year following
     commencement of the Construction.

     With respect to Mortgage Loan No. 173, FedEx Ground, the borrower may
     construct (or permit tenant to construct) up to 18,144 square feet of
     expansion space (the "Expansion") provided: (i) the mortgage loan will be
     fully recourse to the sponsor during the construction period; (ii) the
     Expansion does not impede access or conflict with local zoning laws; (iii)
     there is no abatement to tenant's current lease; (iv) the borrower may not
     incur any additional debt in connection with such Expansion nor may any
     portion of the mortgaged property or any indirect or direct ownership
     interest in the borrower be used to secure any related financing; and (v)
     the Expansion is performed in accordance with the terms of the tenant's
     lease. Further details of such construction are outlined in the loan
     documents.

6    In general for each mortgaged property, "Percent Leased" was determined
     based on a rent roll, operating statement, lease or occupancy report
     provided by the borrower. "Percent Leased as of Date" indicates the date as
     of which "Percent Leased" was determined based on such information.

7    With respect to Mortgage Loan Nos. 36-37. New Horizon Apartments and
     Kimball Cabana Apartments, the ground leases applicable to both loans are
     structures for "pilot" (payment in lieu of taxes) programs to promote
     development of multifamily residential housing for low to moderate income
     families that are administered through tax abatement programs. In each case
     the Health, Educational and Housing Facility Board of the City of Memphis,
     Tennessee has taken over the fee simple ownership of the subject property
     and the ground lease payments made by the borrower are made in lieu of
     property tax payments. The fee simple interest reverts back to the ground
     lesse when the ground lease terminates or when the ground lease is
     foreclosed. Although subject to earlier termination, the term of the ground
     lease ends December 31, 2014.

     With respect to Mortgage Loan No. 189, Holiday Inn Express Springfield, a
     majority of the property is subject to a ground lease. However, the ground
     lessor, an affiliate of the borrower, has encumbered/subordinated its
     interest in the mortgaged property to the lien of the leasehold mortgage
     such that upon foreclosure, the lease is extinguished. As such, the loan is
     disclosed as a fee loan.

8    With respect to Mortgage Loan No. 59, Newhope Street, the borrower will
     make interest-only payments for the 1st year of the loan term. For the
     second through ninth years of the loan term, the borrower will make
     principal and interest payments, The borrower will then make


                                      II-6



     interest-only payments for the tenth year of the loan term. As such, the
     NCF DSCR reflects the DSCR during the first interest-only period and the
     Post IO Period NCF DSCR reflects the DSCR based on principal and interest
     payments.

     With respect to Mortgage Loan No. 237, Michaels Duluth, the borrower will
     make principal and interest payments for the first nine years of the loan
     term and will make interest-only payments for the tenth year of the loan
     term. As such, the NCF DSCR reflects the current DSCR calculated based on
     principal and interest payments.

9    The "Grace Period" shown is grace period to charge late interest.

10   The "Original Amort. Term" shown is the basis for determining the fixed
     monthly principal and interest payment as set forth in the related note.
     Due to the Actual/360 interest calculation methodology applied to some
     mortgage loans, the actual amortization to a zero balance for such loans
     will be longer.

11   The "Current Value" for the Mortgage Loans is derived either from an
     updated appraisal report or calculated by applying a capitalization rate
     from a recent third-party market study to the underwritten net operating
     income of such mortgaged property or properties. In connection with the
     Mortgage Loans sold to the trust by Massachusetts Mutual Life Insurance
     Company, the seller arrived at the valuations of the Mortgaged Properties
     by applying a capitalization rate chosen from a range set forth in third
     party market studies to underwritten net operating income and adding in the
     remaining value of the outstanding tax credits. The "Source of Value"
     column indicates whether the valuation is determined from an appraisal or a
     third party market study.

     With respect to Mortgage Loan No. 34, Marriott Courtyard-Capitol Hill/Navy
     Yard, the appraised value is based on the stabilization of the subject
     property. A $2,500,000 reserve is in place until on and after April 1, 2007
     through October 1, 2008, (i) the actual DSCR is equal to 1.30x, and (ii)
     the DSCR on an 11.33% constant is at least 1.00x. The "as-is" value is
     $60,000,000 as of July 26, 2006..

     With respect to Mortgage Loan No. 90, 600 Health Park, the Appraised Value
     and LTV are based on the "Stabilized" value of $12,300,000 as of August 1,
     2006. The "Stabilized" value analysis was conducted on April 27, 2006, and
     assumes the ground rent under the ground lease has been paid in full as of
     August 1, 2006, and construction has been completed as of August 1, 2006.
     Both of these conditions have been met.

     With respect to Mortgage Loan No. 100, Holiday Inn Select Appleton, the
     Appraised Value and LTV are based on the "Stabilized" value of $13,675,000
     as of September 1, 2008. The "Stabilized" value assumes the completion of
     the PIP Plan. At origination, the lender collected $1,150,000 to cover the
     costs of the PIP Plan. The "As-Is" value is $9,720,000 as of September 1,
     2006.

     With respect to Mortgage Loan No. 174, Continental Ranch Shopping Center,
     the Appraised Value and LTV are based on the "Stabilized" value of
     $6,960,000 as of August 5, 2006. At origination, the lender collected
     $37,500 to fund the Pizza Hut Holdback Reserve, and the mortgage loan is
     full recourse to the sponsor until all tenants are in physical occupancy
     and have commenced paying rent.

     With respect to Mortgage Loan No. 154, Bedrosian Palm Desert, the Appraised
     Value and LTV are based on the "Stabilized" value of $7,250,000 as of
     December 1, 2006. The "Stabilized" value is contingent upon occupancy by
     the future tenant, Paragon Industries d/b/a Bedrosian Tile Company. The
     tenant, a borrower affiliate, has executed a lease for the space, and the
     mortgage loan is full recourse to the sponsor until the tenant takes
     occupancy and commences rental payments. The "As-Is" value is $6,820,000 as
     of October 13, 2006.

     With respect to Mortgage Loan No. 282, Memorial Self Storage, the Appraised
     Value and LTV are based on the "Stabilized" value of $3,565,000 as of July
     1, 2006. The "Stabilized" value assumes Building I will be completed in a
     good workmanlike manner, consistent with the other buildings in the
     complex. The "As-Is" value is $3,425,000 as of June 1, 2006.

12   "Largest Tenant" refers to the tenant that represents the greatest
     percentage of the total square footage at the mortgaged property, "Second
     Largest Tenant" refers to the tenant that represents the second greatest
     percentage of the total square footage and "Third Largest Tenant" refers to
     the tenant that represents the third greatest percentage of the total
     square footage at the mortgaged property. In certain cases, the data for
     tenants occupying multiple spaces include square footage only from the
     primary spaces sharing the same expiration date, and may not include minor
     spaces with different expiration dates.

13   For "Tax Escrow in Place" identified as "Yes," collections may occur at one
     time or be ongoing. In certain instances, the amount of the escrow may be
     capped or collected only for certain periods of such mortgage loan and/or
     may not be replenished after a release of funds.

     With respect to Mortgage Loan No. 244, Varsity Drive Industrial, Borrower
     must make a reasonable determination that any change in the property tax
     assessment of the property and/or the improvements resulting from a
     proposed sale will not lower the debt service coverage below 1.30x.

14   For "Capital Expenditure Escrow in Place" identified as "Yes," collections
     may occur at one time or be ongoing. In certain instances, the amount of
     the escrow may be capped or collected only for certain periods of such
     mortgage loan and/or may not be replenished after a release of funds.


                                      II-7



15   For "TI/LC Escrow in Place" identified as "Yes," collections may occur at
     one time or be ongoing. In certain instances the amount of the escrow may
     be capped or collected only for certain periods of time and/or may not be
     replenished after a release of funds. The weighted average percentage of
     mortgage loans disclosed as having TI/LC cash or letter of credit reserves
     in place considers only mortgage loans on commercial properties, excluding
     multifamily, manufactured housing community, land and self storage
     mortgaged properties.

16   "Other Escrow Description" indicates any other types of escrow required, or
     in certain cases letter of credit required, other than Insurance, Tax,
     Capital Expenditure and TI/LC. In certain cases, the letter of credit may
     represent additional security from a tenant, and may therefore be
     relinquished when such tenant leaves the property at lease expiration.

17   "Springing Escrow Description" indicates the type of escrow required to be
     funded in the future and/or upon the occurrence of certain future events as
     outlined in the respective loan documents.

18   "Initial Capital Expenditure Escrow Requirement" indicates the amount of
     the escrow, or in certain cases the letter of credit, that was deposited at
     loan closing.

19   "Monthly Capital Expenditure Escrow Requirement" indicates the monthly
     amount designated for the Capital Expenditure Escrow in the loan documents
     for such mortgage loan. In certain cases, the amount of the escrow may be
     capped or collected only for certain periods of time or under certain
     conditions.

20   "Current Capital Expenditure Escrow Balance" generally indicates the
     balance or, in certain cases, a letter of credit, in place as of November
     2006.

21   "Initial TI/LC Escrow Requirement" indicates the amount of the escrow, or
     in certain cases the letter of credit, that was deposited at loan closing.

22   "Monthly TI/LC Escrow Requirement" indicates the monthly amount designated
     for the Tenant Improvements and Leasing Commissions Escrow in the loan
     documents for such mortgage loan. In certain cases, the amount of the
     escrow may be capped or collected only for certain periods of time or under
     certain conditions.

23   "Current TI/LC Escrow Balance" generally indicates the balance or, in
     certain cases, a letter of credit, in place as of [November] 2006

24   "Seasoning" represents the number of payments elapsed from the earlier of
     the "First Payment Date (P&I)" or "First Payment Date (IO)" to the Cut-off
     Date.

25   The "Prepayment Code" includes the number of loan payments from the first
     Due Date to the stated maturity. "LO" represents the lockout period. "DEF"
     represents defeasance. DEF/YM1" represents defeasance or the greater of
     yield maintenance and 1.0%. "YM2" represents the greater of yield
     maintenance and 2.0%. "YM1" represents the greater of yield maintenance and
     1.0%. "YM" represents yield maintenance. "5.0%", "4.0", "3.0%", "2.0%" and
     "1.0%" represent the penalty percentages to be paid of the outstanding
     balance at the time the loan is prepaid. "Open" represents the number of
     payments, including the maturity date, at which principal prepayments are
     permitted without payment of a prepayment premium. For each mortgage loan,
     the number set forth under a category of ""Prepayment Code"" represents the
     number of payments in the Original Term to Maturity for which such
     provision applies

26   Mortgage Loans with associated yield maintenance prepayment premiums are
     categorized according to unique Yield Maintenance formulas. There are 21
     different yield maintenance formulas represented by the loans in the
     subject mortgage loan pool. The different formulas are referenced by the
     letters "A" to "U". Exceptions to formulas are shown below. Descriptions of
     these yield maintenance formulas are listed beginning on page II-9.
     Numerical references and sections refer back to the original loan
     documents.

27   The "Administrative Cost Rate" indicated for each mortgage loan will be
     calculated based on the same interest accrual method applicable to each
     mortgage loan.

28   Each of the following mortgage loans is structured with a performance
     holdback or letter of credit ("LOC") subject to achievement of certain
     release conditions. The release conditions are referenced by numbers ,
     which are summarized immediately below the table. The amount of the
     holdback was escrowed, or the letter of credit was established, for each
     mortgage loan at closing. Many of the loans with reserves and reserve
     agreements in place permit or require the amount in the reserve (or
     proceeds of the letter of credit) to be applied to outstanding loan amounts
     in the event of a default. The mortgage loans referenced in this paragraph
     do not include all of such loans, but rather only those loans which permit
     or require the application of the reserve (or proceeds of the letter of
     credit) to the balance of the mortgage loan if the mortgaged property does
     not achieve certain conditions in accordance with the terms of the
     respective reserve agreements. Although generally the mortgage loans
     prohibit voluntary partial prepayment, the following mortgage loans may
     require partial prepayments:


                                      II-8










                                                              Escrowed Holdback or
Mtg.                                       Escrow or LOC          Letter of Credit     Outside Date     Prepayment Premium
Loan No.     Property Name               Release Conditions         Initial Amount     for Release          Provisions
---------------------------------------------------------------------------------------------------------------------------

             Marriott Courtyard-Capitol           1                     $2,500,000      10/01/2008          Defeasance
             Hill/Navy Yard


All yield maintenance premiums indicated above are to be paid by the borrower.


RELEASE CONDITIONS

1.    If, by October 1, 2008, the property cash flow does not support a
      stabilized DSCR of 1.30x and DSCR on an 11.33% constant of 1.10x, the
      funds will be released to the borrower, who will then be required to
      defease a portion of the loan in an amount equal to the released funds.

















                                      II-9







YIELD MAINTENANCE FORMULAS

A.       The Prepayment Consideration shall equal the greater of (A) 1.0x of the
         outstanding principal balance of the loan on the date of prepayment or
         (B) the Yield Maintenance Amount.

         "Yield Maintenance Amount" means an amount never less than zero equal
         to the present value of a series of "Monthly Amounts", assumed to be
         paid at the end of each month remaining from the prepayment date
         through the maturity date, discounted at the U.S. Securities Rate.

         "Monthly Amount" shall mean the following:
         A.       the interest rate on the mortgage loan, minus
         B.       as of the prepayment date, the yield ("U.S. Securities Rate"),
                  as published by the federal reserve system in its "Statistical
                  Release H. 15(519), Selected Interest Rates" under the caption
                  "U.S. Government Securities/Treasury Constant Maturities", for
                  a U.S. Government Security with a term equal to that remaining
                  on the note on the prepayment date (which term may be obtained
                  by interpolating between the yields published for specific
                  whole years), divided by twelve (12) and the quotient thereof
                  then multiplied by
         C.       the amount prepaid on the prepayment date.

         All percentages will be rounded to the nearest one hundredth percent
         and dollar amounts will be rounded to the nearest whole dollar.

         With respect to Mortgage Loan No. 35, Broadway Office, the prepayment
         consideration shall equal the following (i) if prepayment occurs at any
         during the initial 60 months of the loan term, a sum equal to the
         greater of (A) 1% of the outstanding principal balance of the loan on
         the date of the prepayment or (B) the Yield Maintenance Amount (as
         defined above); (ii) if prepayment occurs at any during the 61st month
         through the 84th month of the loan term, a sum equal to 2% of the
         outstanding principal balance of the loan on the date of the
         prepayment, and (iii) if prepayment occurs at any during the 85th month
         through the 108th month of the loan term, a sum equal to 1% of the
         outstanding principal balance of the loan on the date of the
         prepayment.

         With respect to Mortgage Loan No. 102, Walnut Hills, the prepayment
         consideration shall equal the greater of (A) 1% of the outstanding
         principal balance of the loan on the date of the prepayment or (B) the
         Yield Maintenance Amount.

         With respect to Mortgage Loan No. 126, The Commons, the prepayment
         consideration shall equal the following the greater of (A) 1% of the
         outstanding principal balance of the loan on the date of the prepayment
         or (B) the Yield Maintenance Amount. Provided, however, during the 8th
         year of the loan term the prepayment consideration shall be equal to 2%
         of the outstanding principal balance of the loan on the date of the
         prepayment, and during the 9th year of the loan term the prepayment
         consideration shall be equal to 1% of the outstanding principal balance
         of the loan on the date of the prepayment.





B.       "Prepayment Rate" shall mean the bond equivalent yield (in the
         secondary market) on the United States Treasury Security that as of a
         certain date has a remaining term to maturity closest to, but not
         exceeding, the remaining term to the maturity date as set forth in the
         note, as most recently published in the "Treasury Bonds, Notes and
         Bills" section in The Wall Street Journal as of the date of the
         related tender of the payment. If more than one issue of United States
         Treasury Securities has the remaining term to the maturity date
         referred to above, the "Prepayment Rate" shall be the yield on the
         United States Treasury Security most recently issued as of such date.
         If the publication of the Prepayment Rate in The Wall Street Journal
         is discontinued, the lender shall determine the "Prepayment Rate" on
         the basis of "Statistical Release H.15(519), Selected Interest Rates,"
         or any successor publication, published by the Board of Governors of
         the Federal Reserve System, or on the basis of such other publication
         or statistical guide as the lender may reasonably select.

         The Prepayment Consideration shall equal the greater of (A) one percent
         (1%) of the outstanding principal balance of the note being prepaid or
         (B) the excess, if any, of (1) the sum of the present values of all
         then-scheduled payments of principal and interest including, but not
         limited to, principal and interest due on the applicable maturity date
         (with each such payment discounted to its present value at the date of
         prepayment at the rate which, when compounded monthly, is equivalent to
         the Prepayment Rate), over (2) the outstanding principal amount of the
         note.




                                     II-10







C.       "Yield Maintenance Premium" shall mean a prepayment premium in an
         amount equal to the greater of (i) 1% of the portion of the loan being
         prepaid and (ii) (A) the sum of the present values of a series of
         payments payable at the times and in the amounts equal to the payments
         of principal and interest (including, but not limited to the repayment
         of all outstanding principal and interest on the maturity date) which
         would have been scheduled to be payable after the date of such tender
         under the note had the loan not been prepaid, with each such payment
         discounted to its present value at the date of such tender at the rate
         which when compounded monthly is equivalent to the Prepayment Rate,
         over (B) the then principal amount of the loan.

         "Prepayment Rate" shall mean the bond equivalent yield (in the
         secondary market) on the United States Treasury Security that as of a
         certain date has a remaining term to maturity closest to, but not
         exceeding, the remaining term to the maturity date, as most recently
         published in the "Treasury Bonds, Notes and Bills" Section in The Wall
         Street Journal as of the date of the related tender of the payment. If
         more than one issue of United States Treasury Securities has the
         remaining term to the maturity date referred to above, the "Prepayment
         Rate" shall be the yield on the United States Treasury Security most
         recently issued as of such date. If the publication of the Prepayment
         Rate in The Wall Street Journal is discontinued, Lender shall determine
         the Prepayment Rate on the basis of "Statistical Release H.15(519),
         Selected Interest Rates," or any successor publication, published by
         the Board of Governors of the Federal Reserve System, or on the basis
         of such other publication or statistical guide as Lender may reasonably
         select.




D.       The Prepayment Consideration shall equal the greater of (A) 1.0% of
         the outstanding principal balance of the loan on the date of
         prepayment and (B) the Yield Maintenance Amount.

         "Yield Maintenance Amount" means an amount, never less than zero, equal
         to (x) the present value as of the date such prepayment or proceeds are
         received of the remaining scheduled payments of principal and interest
         from the date such payment or proceeds are received through the
         originally scheduled maturity date (including any balloon payment)
         determined by discounting such payments at the Discount Rate (as
         hereinafter defined) less (y) the amount of the payment or proceeds
         received by the lender.

         "Discount Rate" means the rate which, when compounded monthly, is
         equivalent to the Treasury Rate (as hereinafter defined), when
         compounded semi-annually.

         "Treasury Rate" means the yield calculated by the interpolation of the
         yields, as reported in Federal Reserve Statistical Release
         H.15-Selected Interest Rates under the heading "U.S. Government
         Securities/Treasury Constant Maturities" for the week ending prior to
         the date such payment or proceeds are received, of U.S. Treasury
         constant maturities with maturity dates (one longer and one shorter)
         most nearly approximating the maturity date as set forth in the note
         (in the event Release H.15 is no longer published, the lender shall
         select a comparable publication to determine the Treasury Rate).

         All percentages shall be rounded to the nearest one hundred thousandth
         percent and dollar amounts shall be rounded to the nearest whole
         dollar.




E.       The Prepayment Consideration shall equal an amount equal to the
         greater of (i) one percent (1%) of the principal balance of this Note
         being prepaid, or (ii) the product of (A) the ratio of the amount of
         the principal balance of this Note being prepaid over the outstanding
         principal balance of this Note on the Prepayment Date (after
         subtracting the scheduled principal payment on such Prepayment Date),
         multiplied by (B) the present value as of the Prepayment Date of the
         remaining scheduled payments of principal and interest from the
         Prepayment Date through the Maturity Date (including any balloon
         payment) determined by discounting such payments at the Discount Rate
         (as hereinafter defined) less the amount of the outstanding principal
         balance of this Note on the Prepayment Date (after subtracting the
         scheduled principal payment on such Prepayment Date). The "Discount
         Rate" is the rate which, when compounded monthly, is equivalent to the
         Treasury Rate (as hereinafter defined), when compounded semi-annually.
         The "Treasury Rate" is the yield calculated by the linear
         interpolation of the yields, as reported in Federal Reserve
         Statistical Release H.15-Selected Interest Rates under the heading
         U.S. government securities/Treasury constant maturities for the week
         ending prior to the Prepayment Date, of U.S. Treasury constant
         maturities with maturity dates (one longer and one shorter) most
         nearly approximating the Maturity Date. (In the event Release H.15 is
         no longer published, Lender shall select a comparable publication to
         determine the Treasury Rate.) Lender shall notify Borrower of the
         amount and the basis of determination of the required prepayment
         consideration.





F.       The prepayment premium is equal to the greater of (i) one percent (1%)
         of the principal amount being prepaid or (ii) the present value of a
         series of payments each equal to the "Payment Differential" and payable
         on each payment date over the remaining original term of the mortgage
         loan through and including the maturity date, discounted at the
         "Reinvestment Yield" for the number of months remaining as of the date
         of such prepayment to each such payment date and the maturity date.

         "Payment Differential" shall mean an amount equal to (i) the interest
         rate on the mortgage loan less the "Reinvestment Yield", divided by
         (ii) 12 and multiplied by (iii) the principal sum outstanding under the
         mortgage loan after application of the constant monthly payment due
         under this Note on the date of such prepayment, provided that the
         Payment Differential shall in no event be less than zero.



                                     II-11





         "Reinvestment Yield" shall mean an amount equal to the lesser of (i)
         the yield on the U.S. Treasury issue (primary issue) with a maturity
         date closest to the maturity date, or (ii) the yield on the U.S.
         Treasury issue (primary issue) with a term equal to the remaining
         average life of the indebtedness evidenced by the mortgage loan, with
         each such yield being based on the bid price for such issue as
         published in the Wall Street Journal on the date that is fourteen (14)
         days prior to the date of such prepayment set forth in the notice of
         prepayment (or, if such bid price is not published on that date, the
         next preceding date on which such bid price is so published) and
         converted to a monthly compounded nominal yield.




G.       1.       The amount to be prepaid shall be multiplied by the
                  "Prepayment Fee Rate". The "Prepayment Fee Rate" shall be the
                  greater of:
         (a) one percent (1%); or

         (b) the product, expressed as a percentage, obtained by multiplying
         the excess, if any, of the Contract Rate over the market yield of U.S.
         Treasury issues which have the closest maturity (month and year) to
         the Maturity Date, as quoted in The Wall Street Journal published on
         the date for prepayment as set forth in Maker's notice of its
         intention to prepay, by the remaining terms of the loan, expressed as
         a fraction, the numerator of which is equal to the number of days
         remaining from and including the scheduled prepayment date to and
         including the Maturity Date and the denominator of which is 365.
         Should more than one U.S. Treasury issue be quoted as maturing on the
         date closest to the Maturity Date, then the issue having the market
         yield which differs least from the Contract Rate will be used in the
         calculations. If The Wall Street Journal is not in publication on the
         applicable date, or ceases to publish such U.S. Treasury issue yield,
         then any other publication acceptable to Holder quoting daily market
         yields for U.S. Treasury issues will be used: and

         2.       The product of the calculation made as provided in (1) above
         shall be discounted over the remaining term of the loan evidenced
         hereby as the date of prepayment to its then present value at the U.S.
         Treasury issue yield referred to in (1)(b) above, and such discounted
         amount shall constitute the Prepayment Fee hereunder and shall be paid
         by Maker together with the principal balance prepaid.




H.       Consideration in an amount equal to the greater of (A) one percent
         (1%) of the outstanding principal balance of this Note at the time of
         prepayment, or (B) (x) the present value as of the Prepayment Date of
         the remaining scheduled payments of principal and interest from the
         Prepayment Date through the Maturity Date (including any balloon
         payment) determined by discounting such payments at the Discount Rate
         (as hereinafter defined), less (y) the amount of principal being
         prepaid. The term "Discount Rate" means the rate which, when
         compounded monthly, is equivalent to the Treasury Rate (as hereinafter
         defined), when compounded semi-annually. The term "Treasury Rate"
         means the yield calculated by the linear interpolation of the yields
         as reported in Federal Reserve Statistical Release H.15-Selected
         Interest Rates under the heading "U.S. Government Securities/Treasury
         Constant Maturities" for the week ending prior to the Prepayment Date,
         of U.S. Treasury constant maturities with maturity dates (one longer
         and one shorter) most nearly approximating the Maturity Date. (In the
         event Release H.15 is no longer published, Lender shall select a
         comparable publication to determine the Treasury Rate). Lender shall
         notify Borrower of the amount and the basis of determination of the
         required prepayment consideration.




I.       The greater of (a) 1% of the principal balance of this Note, or (b)
         the Yield Maintenance Premium (hereinafter defined). "Yield
         Maintenance Premium" shall mean an amount equal to the present value
         as of the Prepayment Date (hereinafter defined) of the Calculated
         Payments (hereinafter defined) from the Prepayment Date through the
         Maturity Date determined by discounting such payments at the Discount
         Rate (hereinafter defined). As used in this definition, the term
         "Prepayment Date" shall mean the date on which prepayment is made. As
         used in this definition, the term "Calculated Payments" shall mean the
         monthly payments of interest only which would be due based on the
         principal mount of this Note being prepaid on the Prepayment Date and
         assuming an interest rate per annum equal to the difference (if such
         difference is greater than zero) between (y) the Applicable Interest
         Rate and (z) the Yield Maintenance Treasury Rate. As used in this
         definition, the term "Discount Rate" shall mean the rate which, when
         compounded monthly, is equivalent to the Yield Maintenance Treasury
         Rate (hereinafter defined), when compounded semi-annually. As used in
         this definition, the term "Yield Maintenance Treasury Rate" shall mean
         the yield calculated by Lender by the linear interpolation of the
         yields, as reported in the Federal Reserve Statistical Release
         H.15-Selected Interest Rates under the heading U.S. Government
         Securities/Treasury Constant Maturities for the week ending prior to
         the Prepayment Date, of U.S. Treasury Constant Maturities with
         maturity dates (one longer or one shorter) most nearly approximating
         the Maturity Date. In the event Release H. 15 is no longer published,
         Lender shall select a comparable publication to determine the Yield
         Maintenance Treasury Rate. In no event, however, shall Lender be
         required to reinvest any prepayment proceeds in U.S. Treasury
         obligations or otherwise.




                                     II-12






J.       The Prepayment Premium shall be equal to the greater of (x) or (y)
         where,

         (x) is equal to the amount to be prepaid multiplied by 1%; and

         (y) is the present value of the series of Monthly Payment Differentials
         from the date of prepayment to the Maturity Date, discounted at the
         Reinvestment Yield on a monthly basis. The "Monthly Payment
         Differential" shall be the monthly interest, which would be earned if
         the prepayment were invested at the interest rate on the Loan less the
         monthly interest that would be earned by reinvesting the prepayment at
         the Reinvestment Yield.

         The "Reinvestment Yield" is the yield to maturity of a U.S. Treasury
         issue which has the closest maturity (month and year) to the Maturity
         Date, as quoted in The Wall Street Journal published on the Business
         Day following the fourteenth (14th) day immediately preceding the date
         for prepayment as set forth in Borrower's notice of its intention to
         prepay, but if the fourteenth (14th) day is not a Business Day, then as
         quoted on the following Business Day. Should more than one U.S.
         Treasury issue be quoted as maturing on the date closest to the
         Maturity Date, then the issue having the market yield which differs
         least from the Contract Rate will be used in the calculations. If The
         Wall Street Journal is not in publication on the applicable date, or
         ceases to publish such U.S. Treasury issue yield, then any other
         publication acceptable to Lender quoting daily market yields for U.S.
         Treasury issues will be used.





K.       "Yield Maintenance" shall mean the amount, as determined by Lender in
         its sole discretion, equal to the product of:

         1. The difference between:
                i.   The Contract Index Rate and

               ii.   The market yield of new U.S. Treasury issues that have the
                     closest maturity date to the original stated maturity date
                     of this Note and in an amount similar to the original
                     principal amount of this Note, multiplied by,

         2. the then remaining years and fractions thereof to the Maturity Date,
            multiplied by

         3. the Maturity Obligations as of the date of prepayment.

         In the event that there exist multiple categories of U.S. Treasury
         issues for such period or in the event that such issues trade at
         different rates at different markets on such day, Lender shall have the
         absolute right to elect which of such issues shall be determinative for
         purpose of calculating Yield Maintenance. Borrower acknowledges that
         the payment of such fee upon prepayment is necessary to prevent Lender
         from suffering actual losses by reason of a prepayment and that but for
         Lender having the right to demand and collect the prepayment fee in the
         event of prepayment, Lender would not have entered into this
         transaction.




L.       For purposes of this Article 6 only, the term "Yield Maintenance
         Premium" shall equal an amount equal to the greater of (i) one percent
         (1%) of the remaining principal balance of this Note, or (ii) the
         product of (A) the ratio of the principal amount being repaid over the
         outstanding principal balance of this Note on the Prepayment Date
         (after subtracting the scheduled principal payment on such Prepayment
         Date), multiplied by: (B) the present value as of the Prepayment Date
         of the remaining scheduled payments of principal and interest from the
         Prepayment Date through the Maturity Date (including any balloon
         payment) determined by discounting such payments at the Discount Rate
         (as hereinafter defined) less the amount of the outstanding principal
         balance of this Note on the Prepayment Date (after subtracting the
         scheduled principal payment on such Prepayment Date). The "Discount
         Rate" is the rate whch, when compounded monthly, is equivalent to the
         Treasury Rate (as hereinafter defined), when compounded semi-annually.
         The "Treasury Rate" is the yield calculated by the linear
         interpolation of the yields, as reported in Federal Reserve
         Statistical Release H.15-Selected Interest Rates under the heading
         U.S. government securities/Treasury constant maturities for the week
         ending prior to the Prepayment Date, of U.S. Treasury constant
         maturities with maturity dates (one longer and one shorter) most
         nearly approximating the Maturity Date. (In the event Release H.15 is
         no longer published, Lender shall select a comparable publication to
         determine the Treasury Rate.) The term "Lockout Period Expiration
         Date" shall mean the date which is the three (3) year anniversary of
         the first day of the first full calendar month following the date of
         this Note. Lender shall notify Borrower of the amount and the basis of
         determination of the required prepayment consideration.




M.       The Prepayment Consideration shall equal the greater of (A) 1.0% of
         the outstanding principal balance of the loan on the date of
         prepayment and (B) the Yield Maintenance Amount.

         "Yield Maintenance Amount" means an amount, never less than zero, equal
         to (x) the present value as of the date such prepayment or proceeds are
         received of the remaining scheduled payments of principal and interest
         from the date such payment or proceeds are received through the
         maturity date, discounted at the Treasury Rate (including any balloon
         payment) determined by discounting such payments at the Discount Rate
         (as hereinafter defined) less (y) the amount of the payment or proceeds
         received by the lender.


                                     II-13





         "Discount Rate" means the rate which, when compounded monthly, is
         equivalent to the Treasury Rate (as hereinafter defined), when
         compounded semi-annually.

         "Treasury Rate" means the yield calculated by the interpolation of the
         yields, as reported in Federal Reserve Statistical Release
         H.15-Selected Interest Rates under the heading "U.S. Government
         Securities/Treasury Constant Maturities" for the week ending prior to
         the date such payment or proceeds are received, of U.S. Treasury
         constant maturities with maturity dates (one longer and one shorter)
         most nearly approximating the maturity date as set forth in the note
         (in the event Release H.15 is no longer published, the lender shall
         select a comparable publication to determine the Treasury Rate).

         All percentages shall be rounded to the nearest one hundred thousandth
         percent and dollar amounts shall be rounded to the nearest whole
         dollar.




N.       The Prepayment Premium shall be equal to the greater of (x) or (y),
         where

         (x)      is equal to the amount to be prepaid multiplied by 1% and

         (y)      is equal to the product (discounted as hereinafter provided)
                  obtained by multiplying the amount to be prepaid by the
                  "Prepayment Premium Rate". The "Prepayment Premium Rate"
                  shall be the percentage obtained by multiplying the excess,
                  if any, of the Contract Rate over the market yield of U.S.
                  Treasury issues which have the closest maturity (month and
                  year) to the Maturity Date, as quoted in The Wall Street
                  Journal published on the scheduled prepayment date, by a
                  fraction, the numerator of which is equal to the number of
                  days remaining from and including the scheduled prepayment
                  date to and including the Maturity Date, and the denominator
                  of which is 365. Should more than one U.S. Treasury issue be
                  quoted as maturing on the date closest to the Maturity Date,
                  then the issue having the market yield which differs least
                  from the Contract Rate will be used in the calculations. If
                  The Wall Street Journal is not in publication on the
                  applicable date, or ceases to publish such U.S. Treasury
                  issue yield, than any other publication acceptable to Lender
                  quoting daily market yields for U.S. Treasury issues will be
                  used. The product obtained from the foregoing shall then be
                  discounted, on a semi-annual basis, over the remaining term
                  of this Promissory Note as of the date of prepayment to its
                  then present value, using the U.S. Treasury issue yield,
                  referred to in this subparagraph (y).



O.       The Prepayment Premium shall be equal to the greater of (x) or (y)
         where,

         (x) is equal to the amount to be prepaid multiplied by 2%; and

         (y) is the present value of the series of Monthly Payment Differentials
         from the date of prepayment to the Maturity Date, discounted at the
         Reinvestment Yield on a monthly basis. The "Monthly Payment
         Differential" shall be the monthly interest, which would be earned if
         the prepayment were invested at the interest rate on the Loan less the
         monthly interest that would be earned by reinvesting the prepayment at
         the Reinvestment Yield.

         The "Reinvestment Yield" is the yield to maturity of a U.S. Treasury
         issue which has the closest maturity (month and year) to the Maturity
         Date, as quoted in The Wall Street Journal published on the Business
         Day following the fourteenth (14th) day immediately preceding the date
         for prepayment as set forth in Borrower's notice of its intention to
         prepay, but if the fourteenth (14th) day is not a Business Day, then as
         quoted on the following Business Day. Should more than one U.S.
         Treasury issue be quoted as maturing on the date closest to the
         Maturity Date, then the issue having the market yield which differs
         least from the Contract Rate will be used in the calculations. If The
         Wall Street Journal is not in publication on the applicable date, or
         ceases to publish such U.S. Treasury issue yield, then any other
         publication acceptable to Lender quoting daily market yields for U.S.
         Treasury issues will be used.



P.       For purposes of this Article 6 only, the term "Yield Maintenance
         Premium" shall equal an amount equal to the greater of: (i) one
         percent (1%) of the remaining principal balance of this Note, or (ii)
         the product of: (A) the ratio of the principal amount being repaid
         over the outstanding principal balance of this Note on the Prepayment
         Date (after subtracting the scheduled principal payment on such
         Prepayment Date), multiplied by: (B) the present value as of the
         Prepayment Date of the remaining scheduled payments of principal and
         interest from the Prepayment Date through the Maturity Date (including
         any balloon payment) determined by discounting such payments at the
         Discount Rate (as hereinafter defined) less the amount of the
         outstanding principal balance of this Note on the Prepayment Date
         (after subtracting the scheduled principal payment on such Prepayment
         Date). The "Discount Rate" is the rate which, when compounded monthly,
         is equivalent to the Treasury Rate (as hereinafter defined), when
         compounded semi-annually. The "Treasury Rate" is the yield calculated
         by the linear interpolation of the yields, as reported in Federal
         Reserve Statistical Release H.15-Selected Interest Rates under the
         heading U.S. government securities/Treasury constant maturities for
         the week ending prior to the Prepayment Date, of U.S. Treasury
         constant maturities with maturity dates (one longer and one shorter)
         most nearly approximating the Maturity Date. (In the event Release
         H.15 is no longer published, Lender shall select a comparable
         publication to determine the Treasury Rate.) The term "Lockout Period
         Expiration Date" shall mean the date which is the earlier of (A) the
         second anniversary of the date that is the "startup day," within the
         meaning of Section 860G(a) (9) of the IRS Code, of a REMIC that holds
         this Note or (B) the five-year anniversary of the first day of the
         first full calendar month following the date of this Note. Lender
         shall notify Borrower of the amount and the basis of determination of
         the required prepayment consideration.


                                     II-14






Q.       The greater of (a) 1% of the principal balance of this Note, or (b)
         the Yield Maintenance Premium (hereinafter defined). "Yield
         Maintenance Premium" shall mean an amount equal to the present value
         as of the Prepayment Date (hereinafter defined) of the Calculated
         Payments (hereinafter defined) from the Prepayment Date through the
         date which occurs sixty (60) months and one day immediately prior to
         the Maturity Date determined by discounting such payments at the
         Discount Rate (hereinafter defined). As used in this definition, the
         term "Prepayment Date" shall mean the date on which prepayment is
         made. As used in this definition, the term "Calculated Payments" shall
         mean the monthly payments of interest only which would be due based on
         the principal amount of this Note being prepaid on the Prepayment Date
         and assuming an interest rate per annum equal to the difference (if
         such difference is greater than zero) between (y) the Applicable
         Interest Rate and (z) the Yield Maintenance Treasury Rate. As used in
         this definition, the term "Discount Rate" shall mean the rate which,
         when compounded monthly, is equivalent to the Yield Maintenance
         Treasury Rate (hereinafter defined), when compounded semi-annually. As
         used in this definition, the term "Yield Maintenance Treasury Rate"
         shall mean the yield calculated by Lender by the linear interpolation
         of the yields, as reported in the Federal Reserve Statistical Release
         H.15- Selected Interest Rates under the heading U.S. Government
         Securities/Treasury Constant Maturities for the week ending prior to
         the Prepayment Date, of U.S. Treasury Constant Maturities with
         maturity dates (one longer or one shorter) most nearly approximating
         the date which occurs sixty (60) months and one day immediately prior
         to the Maturity Date. In the event Release H.15 is no longer
         published, Lender shall select a comparable publication to determine
         the Yield Maintenance Treasury Rate. In no event, however, shall
         Lender be required to reinvest any prepayment proceeds in U.S.
         Treasury obligations or otherwise.



R.       For purposes of this Article 6 only, the term "Yield Maintenance
         Premium" shall equal an amount equal to the greater of (i) one percent
         (1%) of the remaining principal balance of this Note, or (ii) the
         product of (A) the ratio of the amount of the remaining principal
         balance of this Note over the outstanding principal balance of this
         Note on the Prepayment Date (after subtracting the scheduled principal
         payment on such Prepayment Date), multiplied by (B) the present value
         as of the Prepayment Date of the remaining scheduled payments of
         principal and interest from the Prepayment Date through the Maturity
         Date (including any balloon payment) determined by discounting such
         payments at the Discount Rate (as hereinafter defined) less the amount
         of the outstanding principal balance of this Note on the Prepayment
         Date (after subtracting the scheduled principal payment on such
         Prepayment Date). The "Discount Rate" is the rate which, when
         compounded monthly, is equivalent to the Treasury Rate (as hereinafter
         defined), when compounded semi-annually. The "Treasury Rate" is the
         yield calculated by the linear interpolation of the yields, as
         reported in Federal Reserve Statistical Release H.15-Selected Interest
         Rates under the heading U.S. government securities/Treasury constant
         maturities for the week ending prior to the Prepayment Date, of U.S.
         Treasury constant maturities with maturity dates (one longer and one
         shorter) most nearly approximating the Maturity Date. (In the event
         Release H.15 is no longer published, Lender shall select a comparable
         publication to determine the Treasury Rate.)



S.       The Prepayment Consideration shall equal an amount equal to the
         greater of (A) one percent (1%) of the principal balance of this Note
         being prepaid, or (B) the product of (1) the ratio of the amount of
         the principal balance of this Note being prepaid over the outstanding
         principal balance of this Note on the Prepayment Date (after
         subtracting the scheduled principal payment on such Prepayment Date),
         multiplied by (2) the present value as of the Prepayment Date of the
         remaining scheduled payments of principal and interest from the
         Prepayment Date through the Maturity Date (including any balloon
         payment) determined by discounting such payments at the Discount Rate
         (as hereinafter defined) less the amount of the outstanding principal
         balance of this Note on the Prepayment Date (after subtracting the
         scheduled principal payment on such Prepayment Date). The "Discount
         Rate" is the rate which, when compounded monthly, is equivalent to the
         Treasury Rate (as hereinafter defined), when compounded semi-annually.
         The "Treasury Rate" is the yield calculated by the linear
         interpolation of the yields, as reported in Federal Reserve
         Statistical Release H.15-Selected Interest Rates under the heading
         U.S. government securities/Treasury constant maturities for the week
         ending prior to the Prepayment Date, of U.S. Treasury constant
         maturities with maturity dates (one longer and one shorter) most
         nearly approximating the Maturity Date. (In the event Release H.15 is
         no longer published, Lender shall select a comparable publication to
         determine the Treasury Rate.) Lender shall notify Borrower of the
         amount and the basis of determination of the required prepayment
         consideration.



T.       The Prepayment Fee shall be equal to the greater of (x) or (y) where,

         (x)      is equal to the amount to be prepaid multiplied by 2%; and

         (y)      is the present value of the series of Monthly Payment
                  Differentials from the date of prepayment to the Maturity
                  Date, discounted at the Reinvestment Yield on a monthly basis.
                  The "Monthly Payment Differential" shall be the monthly
                  interest (without amortization), which would be earned if the
                  prepayment were invested at the contract rate on the Loan less
                  the monthly interest that would be earned by reinvesting the
                  prepayment at the Reinvestment Yield.

         The "Reinvestment Yield" is the yield to maturity of a U.S. Treasury
         issue which has the closest maturity (month and year) to the Maturity
         Date of the loan, as quoted in The Wall Street Journal published on the
         Business Day following the second (2nd) day immediately preceding the
         date for prepayment as set forth in Borrower's notice of its intention
         to prepay, but if the second (2nd) day is not a Business Day, then as
         quoted on the preceding Business Day. Should more than one U.S.
         Treasury issue be quoted as maturing on the date closest to the
         Maturity Date, then the issue having the market yield which differs
         least from the Contract Rate will be used in the calculations. If The
         Wall Street Journal is not in publication on the applicable date, or
         ceases to publish such U.S. Treasury issue yield, then any other
         publication acceptable to Lender quoting daily market yields for U.S.
         Treasury issues will be used.


                                     II-15






U.       Borrower shall pay to Lender the entire Debt plus a prepayment premium
         (the "Yield Maintenance Premium") which shall be equal to the greater
         of (i) one percent (1.0%) of the outstanding principal balance of the
         Note or (ii) an amount equal to (X) the present value aS of the
         Prepayment Date of the Calculated Payments from the Prepayment Date
         through the Maturity Date determined by discounting such payments at
         the Discount Rate, over (Y) the outstanding principal balance of the
         Note. As used herein, the defined terms used herein shall have the
         following meanings: (a) "Prepayment Date" shall mean the date on which
         prepayment is made, or with respect to subsection (c) below, the date
         on which a Default Prepayment is due; (b) "Calculated Payments" shall
         mean the monthly payments of interest-only which would be due based on
         the principal amount of the Loan being prepaid on the Prepayment Date
         and assuming an interest rate per annum equal to the difference (if
         such difference is greater than zero) between (y) the Applicable
         Interest Rate and (z) the Yield Maintenance Treasury Rate; (c)
         "Discount Rate" shall mean the rate which, when compounded monthly, is
         equivalent to the Yield Maintenance Treasury Rate, when compounded
         semi-annually; (d) "Yield Maintenance Treasury Rate" shall mean -the
         yield calculated by Lender by the linear interpolation of the yields,
         as reported in the Federal Reserve Statistical Release H.15-Selected
         Interest Rates under the heading U.S. Government Securities/Treasury
         Constant Maturities for the week ending prior to the Prepayment Date,
         of U.S. Treasury constant maturities with maturity dates (one longer
         and one shorter) most nearly approximating the Maturity Date. (In the
         event Release H.15 is no longer published, Lender shall select a
         comparable publication to determine the Treasury Rate.) Lender shall
         notify Borrower of the amount and the basis of determination of the
         required prepayment consideration.







                                     II-16






























                     [THIS PAGE INTENTIONALLY LEFT BLANK.]




























APPENDIX III
CERTAIN CHARACTERISTICS OF LOAN GROUP 2



MORTGAGE     MORTGAGE
LOAN NO.   LOAN SELLER   PROPERTY NAME                                             STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

    33     MSMC          65, 75, 77 Prospect Street                                65, 75, 77 Prospect Street
    36     SunTrust      New Horizon Apartments (A)                                3619 Kingstate Dr
    37     SunTrust      Kimball Cabana Apartments (A)                             2856 Kimball Avenue
    42     PMCF          Columbus Park Apartments                                  5999 Bear Creek Drive
    51     PMCF          Westbrook at Weatherby                                    1 Westbrook Drive
    61     LaSalle       University Heights II Student Housing                     1101 East River Ridge Parkway
    65     LaSalle       ELS - Island Vista MHP                                    3000 North Tamiami Trail
    67     SunTrust      Chatam II                                                 7632 South Stewart Avenue, 7600 South Stewart
                                                                                   Avenue, 7620 South Stewart Avenue, 7121 South
                                                                                   Harvard Avenue, 8053-61 South Cottage Grove
                                                                                   Avenue, 8044-8054 South Ingleside Avenue, 7922
                                                                                   South Muskegon Avenue, 6656 - 58 South Sacramento
    73     MSMC          College Park Athens                                       505 Riverbend Parkway
    76     LaSalle       Baker Downs                                               305 West Baker Road
    81     LaSalle       Shaker Run Apartments                                     601 Sand Creek Road
                         Wichita Falls Portfolio
    84     LaSalle       Wichita Falls Portfolio - The Woodlands (IV)              1717 Midwestern Parkway
    85     LaSalle       Wichita Falls Portfolio - Lakeview Townhomes (IV)         4811 Likens Avenue
    86     LaSalle       Wichita Falls Portfolio - Lake View Villas (IV)           4800 Fairway Boulevard
    91     PMCF          Companion at Carter Mills                                 1375 Companion Court
                         Danube Portfolio
    93     LaSalle       Danube Portfolio - 4191 Cleveland Ave. (V)                4191 Cleveland Ave.
    94     LaSalle       Danube Portfolio - 3130-3172 1st Ave. (V)                 3130-3172 1st Ave.
    95     LaSalle       Danube Portfolio - 1455 Missouri St. (V)                  1455 Missouri St.
    96     LaSalle       Danube Portfolio - 951 Agate St. (V)                      951 Agate St.
    97     LaSalle       Danube Portfolio - 1730-36 Thomas Ave. (V)                 1730-36 Thomas Ave.
    98     LaSalle       Danube Portfolio - 4971-79 W. Point Loma Blvd. (V)        4971-79 W. Point Loma Blvd.
    99     LaSalle       Danube Portfolio - 3927 - 33 4th Ave. (V)                  3927 - 33 4th Ave.
   104     LaSalle       Cedar Park Apartments                                     11353 North Tazwell Drive
   105     LaSalle       Harbor Pointe                                             4101 Nasa Parkway
                         The Ridge at Taylor Station & Heatherwood Terrace
   106     LaSalle       The Ridge at Taylor Station (VI)                          321 Directory Drive
   107     LaSalle       Heatherwood Terrace (VI)                                  777 Laver Road
   108     LaSalle       Creekwood Landing                                         400 Timbercreek Drive
   114     LaSalle       Lincoln Park West                                         2140 Lincoln Park West
   115     MSMC          North Oaks Apartments                                     5018 LeMans Drive
   116     LaSalle       Colony Oaks by the Bay Apartments                         18100 Nassau Bay Drive
   117     MassMutual    Congress Park Apartments                                  3000 Congress Park Dr
   118     MassMutual    Bridgewater Park Apartments                               5801 Bridgewater Dr
   119     MSMC          Rush Creek Apartments                                     2625 Community Drive
   124     MassMutual    Pebble Creek Apartments                                   28600 Pebble Creek Pkwy
   125     SunTrust      Alameda Apartments                                        1415 Broadway
   129     LaSalle       10-18 Brainerd Road                                       10-18 Brainerd Road
   130     MassMutual    Club At Vero-I (*)                                        6885 20th Street
   131     MassMutual    Club At Vero-II (*)                                       6885 20th Street
   133     MassMutual    Fox Crossing Apartments                                   8350 East Yale Avenue
   139     LaSalle       Lakewood House                                            4801 North Hills Boulevard
   142     MSMC          Ruston Apartment Buildings                                1706 Roosevelt Drive; 606-628 Minden Street;
                                                                                   301 East Reynolds Drive; 106 South Homer Street;
                                                                                   3000-3021 Minden Street
   147     MassMutual    Sterling Point Apartments                                 3802 E Baseline Rd
   150     LaSalle       Willow Trace Apartments                                   114 Willow Trace Circle
   155     MassMutual    Commander Place Apartments                                5301 Commander Drive
   156     MassMutual    Grand Point Apartments                                    161 Clubhouse Dr
   158     LaSalle       Arizona Commons II                                        2040 North 1st Avenue
   160     LaSalle       The Bluffs at Northwoods                                  1850 Yellowstone Court
   162     LaSalle       Stoneybrook Apartments                                    651 East Travis Boulevard
   166     MassMutual    Ospreys Landing Apartments                                100 Ospreys Landing
   167     MassMutual    Sinclair Commons                                          132-334 West Gilbert Street
   172     MassMutual    Ashton Of Richmond Hill                                   505 Harris Trail Rd
   176     LaSalle       Leisure Village MHC                                       4711 Walnut Road
   182     MassMutual    Chimney Ridge - Phase I (D)                               300 Palmetto Park Boulevard
   183     MassMutual    Chimney Ridge - Phase II (D)                              300 Palmetto Park Boulevard
   185     MassMutual    Oak Pointe Apartments                                     1747 Capital Circle Northeast
   191     SunTrust      Carrolton Terraces                                        1235 Carrollton Terrace
   192     MassMutual    Woodchase Club Apartments                                 1100 Rabbit Run Circle
   194     MassMutual    Northpointe Commons Apartments                            900 Nw 79Th Terrace
   195     LaSalle       Miami Bluffs Apartments                                   8204 Wooster Pike
   196     LaSalle       Orchard Park Apartments                                   12-21 Crestwood Drive
   206     MassMutual    Savannah Sound Apartments                                 1950 N Point Blvd
   207     MassMutual    Indian River Apartments                                   1305 Indian River Blvd
                         Tarbell Apartment Portfolio
   210     LaSalle       Tarbell Apartments 2 - Perkins Place & Fox Ridge (VIII)   Route 106 & 140 (Perkins Rd./Rhodes Dr.)
   211     LaSalle       Tarbell Apartments 1 - Barrington Hill (VIII)             382 Route 9
   212     LaSalle       Tarbell Apartments 4 - McDuffee (VIII)                    17 Felker Street
   213     LaSalle       Tarbell Apartments 3 - Kearsarge (VIII)                   115 Kearsarge Mountain Rd.
   215     LaSalle       Wedgewood Commons II Apartments                           1919, 1923, 1927, 1935 Miller Street
   217     MassMutual    Ravenwood Apartments                                      1700 Ravenwood Cir
   218     MassMutual    Arbor Lakes Apartments                                    6850 Arbor Lake Dr
   225     SunTrust      Parkside Apartments                                       3726 Cleveland Heights Boulevard
   226     LaSalle       Chelsea Apartments                                        1910 Skidaway Road
   235     LaSalle       Arlington Apartments                                      5845 Ridgewood Road
   242     LaSalle       VE - Waldan Chase Apartments                              150 Dupree Road
   246     LaSalle       Meadow Park Apartments                                    1105 SW 74th St.
   247     MassMutual    Village Woods Estates                                     1500 North 74Th Street
   248     LaSalle       Stonecrest Apartments                                     320 West 11th Street
   250     MassMutual    Park Plaza Apartments                                     3950 E Service Rd
   265     LaSalle       Lancaster Properties                                      56-59-61 Airport Boulevard
   266     MassMutual    Chadwick Place Apartments                                 240 Martin Rd Sw
   272     SunTrust      Heritage at Riverwood                                     105 Heritage Riverwood Drive
   273     MassMutual    Mission Vista Apts                                        2425 North Dodge Boulevard
                         Strauss Portfolio
   274     LaSalle       Strauss Portfolio - 3670-3680 Park Blvd. (X)              3670-3680 Park Blvd.
   275     LaSalle       Strauss Portfolio - 3602-3608 Park Blvd. (X)              3602-3608 Park Blvd.
   285     LaSalle       Tice Mobile Home Community                                541 New York Drive
   287     MassMutual    Overland Park Estates                                     10009 West 83Rd Terrace
   292     LaSalle       Grand Island Apartments                                   2944-2974 Grand Island Blvd. & 2454-2462
                                                                                   Baseline Roa
   293     SunTrust      Ponderosa Apartments                                      1425 East 6th Street
   294     LaSalle       Middleton Commons                                         6509 University Avenue
   311     LaSalle       Whitehall Apartments                                      5321-5333 S. Main Street
   316     LaSalle       Greentree Village                                         201 North Wilson Road

                         TOTAL:


MORTGAGE
LOAN NO.   CITY                COUNTY             STATE              ZIP CODE             PROPERTY TYPE
------------------------------------------------------------------------------------------------------------------------

    33     Stamford            Fairfield           CT                 06091               Multifamily
    36     Memphis             Shelby County       TN                 38116               Multifamily
    37     Memphis             Shelby County       TN                 38116               Multifamily
    42     Bedford Heights     Cuyahoga            OH                 44146               Multifamily
    51     Woolwich Township   Gloucester          NJ                 08085               Multifamily
    61     San Marcos          Hays                TX                 78666               Multifamily
    65     North Fort Myers    Lee                 FL                 33903               Manufactured Housing Community
    67     Chicago             Cook County         IL     60620/60621/60619/60617/60629   Multifamily
    73     Athens              Clarke              GA                 30605               Multifamily
    76     Baytown             Harris              TX                 77521               Multifamily
    81     Albany              Albany              NY                 12205               Multifamily
    84     Wichita Falls       Wichita             TX                 76302               Multifamily
    85     Wichita Falls       Wichita             TX                 76308               Multifamily
    86     Wichita Falls       Wichita             TX                 76308               Multifamily
    91     Sumter              Sumter              SC                 29150               Multifamily
    93     San Diego           San Diego           CA                 92103               Multifamily
    94     San Diego           San Diego           CA                 92103               Multifamily
    95     San Diego           San Diego           CA                 92109               Multifamily
    96     San Diego           San Diego           CA                 92109               Multifamily
    97     San Diego           San Diego           CA                 92109               Multifamily
    98     San Diego           San Diego           CA                 92107               Multifamily
    99     San Diego           San Diego           CA                 92103               Multifamily
   104     Louisville          Jefferson           KY                 40241               Multifamily
   105     Seabrook            Harris              TX                 77586               Multifamily
   106     Columbus            Franklin            OH                 43213               Multifamily
   107     Mansfield           Richland            OH                 44905               Multifamily
   108     Clute               Brazoria            TX                 77531               Multifamily
   114     Chicago             Cook                IL                 60614               Multifamily
   115     Indianapolis        Marion              IN                 46205               Multifamily
   116     Nassau Bay          Harris              TX                 77058               Multifamily
   117     Lake Worth          Palm Beach          FL                 33461               Multifamily
   118     Clarkston           Oakland             MI                 48346               Multifamily
   119     Dallas              Dallas              TX                 75220               Multifamily
   124     Southfield          Oakland             MI                 48034               Multifamily
   125     Alameda             Alameda County      CA                 94501               Mixed Use
   129     Boston              Suffolk             MA                 02134               Multifamily
   130     Vero Beach          Indian River        FL                 32966               Multifamily
   131     Vero Beach          Indian River        FL                 32966               Multifamily
   133     Denver              Arapahoe            CO                 80231               Multifamily
   139     North Little Rock   Pulaski             AR                 72116               Multifamily
   142     Ruston              Lincoln Parish      LA                 71270               Multifamily
   147     Phoenix             Maricopa            AZ                 85040               Multifamily
   150     Clemmons            Forsyth             NC                 27012               Multifamily
   155     Orlando             Orange              FL                 32822               Multifamily
   156     Poughkeepsie        Dutchess            NY                 12603               Multifamily
   158     Tucson              Pima                AZ                 85719               Multifamily
   160     Gastonia            Gaston              NC                 28054               Multifamily
   162     Fairfield           Solano              CA                 94533               Multifamily
   166     Naples              Collier             FL                 34104               Multifamily
   167     Hampton             Hampton City        VA                 23669               Multifamily
   172     Richmond Hill       Bryan               GA                 31324               Multifamily
   176     Buckeye Lake        Licking             OH                 43008               Manufactured Housing Community
   182     Lexington           Lexington           SC                 29072               Multifamily
   183     Lexington           Lexington           SC                 29072               Multifamily
   185     Tallahassee         Leon                FL                 32308               Multifamily
   191     Charlottesville     Albemarle County    VA                 22903               Multifamily
   192     Ann Arbor           Washtenaw           MI                 48103               Multifamily
   194     Kansas City         Clay                MO                 64118               Multifamily
   195     Columbia Township   Hamilton            OH                 45230               Multifamily
   196     Waterville          Kennebec            ME                 04901               Multifamily
   206     Tallahassee         Leon                FL                 32308               Multifamily
   207     Vero Beach          Indian River        FL                 32960               Multifamily
   210     Belmont             Belknap             NH                 03825               Multifamily
   211     Barrington          Strafford           NH                 03825               Multifamily
   212     Gonic               Stafford            NH                 03837               Multifamily
   213     Warner              Merrimack           NH                 03278               Multifamily
   215     La Crosse           La Crosse           WI                 54601               Multifamily
   217     Kissimmee           Osceola             FL                 34741               Multifamily
   218     Chester             Chesterfield        VA                 23831               Multifamily
   225     Lakeland            Polk County         FL                 33803               Multifamily
   226     Savannah            Chatham             GA                 31404               Multifamily
   235     Jackson             Hinds               MS                 39211               Multifamily
   242     Woodstock           Cherokee            GA                 30188               Multifamily
   246     Oklahoma City       Oklahoma            OK                 73139               Multifamily
   247     Kansas City         Wyandotte           KS                 66112               Multifamily
   248     Siler City          Chatham             NC                 27344               Multifamily
   250     West Memphis        Crittenden          AR                 72301               Multifamily
   265     Morgantown          Monongalia          WV                 26505               Multifamily
   266     Huntsville          Madison             AL                 35824               Multifamily
   272     Central             Pickens County      SC                 29630               Multifamily
   273     Tucson              Pima                AZ                 85715               Multifamily
   274     San Diego           San Diego           CA                 92103               Multifamily
   275     San Diego           San Diego           CA                 92103               Multifamily
   285     Fort Myers          Lee                 FL                 33905               Manufactured Housing Community
   287     Overland Park       Johnson             KS                 66212               Multifamily
   292     Grand Island        Erie                NY                 14072               Multifamily
   293     Big Spring          Howard County       TX                 79720               Multifamily
   294     Middleton           Dane                WI                 53562               Multifamily
   311     Sylvania            Lucas               OH                 43560               Multifamily
   316     Columbus            Franklin            OH                 43085               Manufactured Housing Community


                                                                            CUT-OFF DATE
MORTGAGE   PROPERTY                         CUT-OFF DATE                    BALANCE PER                           UTILITIES
LOAN NO.   SUB-TYPE                           BALANCE          SORT      ROOM, UNIT OR PAD    NOTE DATE         PAID BY TENANT
------------------------------------------------------------------------------------------------------------------------------------

    33     Mid-Rise                         $ 49,000,000   $49,000,000        $181,481       09/19/2006            Electric
    36     Garden                           $ 30,500,000   $30,500,000        $ 31,057       11/30/2006         Electric, Heat
    37     Garden                           $  5,650,000   $ 5,650,000        $ 31,057       11/30/2006           Gas, Heat
    42     Mid-Rise                         $ 24,000,000   $24,000,000        $ 38,585       11/17/2006              None
    51     Garden                           $ 20,000,000   $20,000,000        $ 87,336       11/27/2006            Electric
    61     Student Housing                  $ 17,000,000   $17,000,000        $ 70,833       08/31/2006            Electric
    65     Manufactured Housing Community   $ 14,800,000   $14,800,000        $ 24,026       08/29/2006      Electric, Gas, Water
    67     Garden                           $ 13,600,000   $13,600,000        $ 56,667       11/20/2006            Electric
    73     Student Housing                  $ 12,000,000   $12,000,000        $ 77,922       09/29/2006     Electric, Water, Sewer
    76     Garden                           $ 11,940,123   $11,940,123        $ 30,460       09/28/2006         Electric, Gas
    81     Garden                           $ 11,000,000   $11,000,000        $ 59,459       11/21/2006         Electric, Gas
                                            $ 10,600,000                                     09/28/2006
    84     Garden                           $  4,799,998   $10,600,000        $ 35,690       09/28/2006        Electric, Water
    85     Garden                           $  4,320,030   $10,600,000        $ 35,690       09/28/2006        Electric, Water
    86     Garden                           $  1,479,972   $10,600,000        $ 35,690       09/28/2006        Electric, Water
    91     Garden                           $  9,600,000   $ 9,600,000        $ 66,667       11/30/2006            Electric
                                            $  9,500,000                                     11/28/2006
    93     Garden                           $  1,974,848   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    94     Garden                           $  1,871,212   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    95     Garden                           $  1,445,152   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    96     Garden                           $  1,364,545   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    97     Garden                           $  1,105,455   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    98     Garden                           $    996,061   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
    99     Garden                           $    742,727   $ 9,500,000        $117,284       11/28/2006      Electric, Gas, Water
   104     Garden                           $  8,991,721   $ 8,991,721        $ 38,101       10/26/2006            Electric
   105     Garden                           $  8,985,146   $ 8,985,146        $ 45,380       09/28/2006            Electric
                                            $  8,976,024                                     08/16/2006
   106     Garden                           $  5,216,835   $ 8,976,024        $ 25,143       08/16/2006      Electric, Gas, Water
   107     Garden                           $  3,759,190   $ 8,976,024        $ 25,143       08/16/2006      Electric, Gas, Water,
                                                                                                                  Sewer, Trash
   108     Garden                           $  8,925,279   $ 8,925,279        $ 34,864       09/28/2006            Electric
   114     High-Rise                        $  8,200,000   $ 8,200,000        $ 82,828       11/01/2006            Electric
   115     Garden                           $  7,750,000   $ 7,750,000        $ 19,472       11/09/2005            Electric
   116     Garden                           $  7,707,259   $ 7,707,259        $ 47,576       09/28/2006             Water
   117     Garden                           $  7,652,502   $ 7,652,502        $ 26,571       11/14/1996         Electric, Heat
   118     Garden                           $  7,634,016   $ 7,634,016        $ 28,917       03/29/1996      Electric, Gas, Heat
   119     Garden                           $  7,593,152   $ 7,593,152        $ 24,494       06/21/2006        Electric, Water
   124     Garden                           $  7,330,981   $ 7,330,981        $ 28,637       04/11/1997      Electric, Gas, Heat
   125     Retail/Multifamily               $  7,200,000   $ 7,200,000        $ 77,419       10/04/2006         Electric, Gas
   129     Mid-Rise                         $  6,894,266   $ 6,894,266        $237,733       10/12/2006         Electric, Gas
   130     Garden                           $  6,160,504   $ 6,769,933        $ 36,793       11/01/2004         Electric, Heat
   131     Garden                           $    609,429   $ 6,769,933        $ 36,793       10/26/2006         Electric, Heat
   133     Garden                           $  6,717,757   $ 6,717,757        $ 30,535       03/10/1998   Electric, Gas, Water, Heat
   139     Garden                           $  6,500,000   $ 6,500,000        $ 60,185       11/08/2006              None
   142     Student Housing                  $  6,463,168   $ 6,463,168        $ 46,835       05/05/2006        Electric, Water
   147     Garden                           $  6,077,918   $ 6,077,918        $ 27,134       07/30/1997   Electric, Gas, Water, Heat
   150     Garden                           $  5,880,000   $ 5,880,000        $ 38,684       11/07/2006      Electric, Gas, Water
   155     Garden                           $  5,675,883   $ 5,675,883        $ 26,277       09/05/1996   Electric, Gas, Water, Heat
   156     Garden                           $  5,601,839   $ 5,601,839        $ 35,909       09/30/1997         Electric, Heat
   158     Student Housing                  $  5,600,000   $ 5,600,000        $ 63,636       11/07/2006            Electric
   160     Garden                           $  5,575,000   $ 5,575,000        $ 31,676       11/07/2006              None
   162     Garden                           $  5,500,000   $ 5,500,000        $ 55,000       07/14/2006         Electric, Gas
   166     Garden                           $  5,189,393   $ 5,189,393        $ 29,485       05/08/1996     Electric, Water, Heat
   167     Senior Housing                   $  5,180,346   $ 5,180,346        $ 37,539       07/08/2005         Electric, Heat
   172     Garden                           $  5,009,103   $ 5,009,103        $ 21,498       12/30/1996     Electric, Water, Heat
   176     Manufactured Housing Community   $  4,795,533   $ 4,795,533        $ 18,304       10/10/2006         Electric, Gas
   182     Garden                           $  3,465,702   $ 4,492,542        $ 22,463       12/30/1996         Electric, Heat
   183     Garden                           $  1,026,840   $ 4,492,542        $ 22,463       12/30/1996         Electric, Heat
   185     Garden                           $  4,482,597   $ 4,482,597        $ 24,362       10/28/1996   Electric, Gas, Water, Heat
   191     Garden                           $  4,285,000   $ 4,285,000        $178,542       11/29/2006            Electric
   192     Garden                           $  4,266,929   $ 4,266,929        $ 29,631       09/29/1998   Electric, Gas, Water, Heat
   194     Garden                           $  4,234,697   $ 4,234,697        $ 26,802       07/18/1996     Electric, Water, Heat
   195     Garden                           $  4,200,000   $ 4,200,000        $ 46,154       09/01/2006      Electric, Gas, Water
   196     Garden                           $  4,195,851   $ 4,195,851        $ 31,787       10/30/2006            Electric
   206     Garden                           $  3,986,398   $ 3,986,398        $ 24,915       02/14/1996   Electric, Gas, Water, Heat
   207     Garden                           $  3,863,384   $ 3,863,384        $ 21,463       02/29/1996     Electric, Water, Heat
                                            $  3,796,246                                     10/30/2006
   210     Garden                           $  1,386,937   $ 3,796,246        $ 39,960       10/30/2006         Electric, Gas
   211     Garden                           $  1,212,580   $ 3,796,246        $ 39,960       10/30/2006         Electric, Gas
   212     Garden                           $    673,655   $ 3,796,246        $ 39,960       10/30/2006         Electric, Gas
   213     Garden                           $    523,074   $ 3,796,246        $ 39,960       10/30/2006         Electric, Gas
   215     Garden                           $  3,756,235   $ 3,756,235        $ 35,774       10/20/2006            Electric
   217     Garden                           $  3,706,727   $ 3,706,727        $ 20,036       12/22/1995     Electric, Water, Heat
   218     Garden                           $  3,700,075   $ 3,700,075        $ 29,366       07/03/1996     Electric, Water, Heat
   225     Garden                           $  3,596,409   $ 3,596,409        $ 59,940       10/19/2006     Electric, Water, Sewer
   226     Garden                           $  3,521,826   $ 3,521,826        $ 25,896       10/19/2006     Electric, Water, Sewer
   235     Garden                           $  3,194,266   $ 3,194,266        $ 32,931       09/08/2006      Electric, Gas, Water
   242     Garden                           $  2,992,529   $ 2,992,529        $ 49,875       08/30/2006  Electric, Gas, Water, Sewer
   246     Garden                           $  2,840,000   $ 2,840,000        $ 25,357       08/02/2006        Electric, Water
   247     Garden                           $  2,807,177   $ 2,807,177        $ 44,558       05/02/2000     Electric, Water, Heat
   248     Garden                           $  2,800,000   $ 2,800,000        $ 38,889       11/08/2006            Electric
   250     Garden                           $  2,776,395   $ 2,776,395        $ 21,691       04/15/1997     Electric, Water, Heat
   265     Garden                           $  2,438,765   $ 2,438,765        $ 58,066       09/22/2006     Electric, Water, Sewer
   266     Garden                           $  2,424,681   $ 2,424,681        $ 13,396       12/22/1995     Electric, Water, Heat
   272     Garden                           $  2,345,635   $ 2,345,635        $ 48,867       09/19/2006             Water
   273     Garden                           $  2,314,750   $ 2,314,750        $ 28,934       09/20/2001      Electric, Gas, Heat
                                            $  2,310,000                                     11/28/2006
   274     Garden                           $  1,659,966   $ 2,310,000        $ 79,655       11/28/2006         Electric, Gas
   275     Garden                           $    650,034   $ 2,310,000        $ 79,655       11/28/2006         Electric, Gas
   285     Manufactured Housing Community   $  1,998,005   $ 1,998,005        $ 19,212       10/31/2006      Electric, Gas, Water
   287     Garden                           $  1,928,387   $ 1,928,387        $ 32,140       09/29/2005   Electric, Gas, Water, Heat
   292     Garden                           $  1,820,000   $ 1,820,000        $ 29,355       11/22/2006            Electric
   293     Garden                           $  1,725,000   $ 1,725,000        $ 22,115       11/15/2006              NAP
   294     Garden                           $  1,710,000   $ 1,710,000        $ 40,714       03/13/2006            Electric
   311     Garden                           $  1,248,784   $ 1,248,784        $ 32,863       10/30/2006         Electric, Gas
   316     Manufactured Housing Community   $  1,024,010   $ 1,024,010        $ 13,299       10/31/2006         Electric, Gas

                                            $530,349,644


                STUDIOS             1 BEDROOM          2 BEDROOM           3 BEDROOM           4 BEDROOM           5 BEDROOM
           -----------------   -----------------   -----------------   -----------------   -----------------   -----------------
MORTGAGE   NO. OF   AVG RENT   NO. OF   AVG RENT   NO. OF   AVG RENT   NO. OF   AVG RENT   NO. OF   AVG RENT   NO. OF   AVG RENT
LOAN NO.    UNITS    PER MO.    UNITS    PER MO.    UNITS    PER MO.    UNITS    PER MO.    UNITS    PER MO.    UNITS    PER MO.
----------------------------------------------------------------------------------------   -------------------------------------

    33       28     $1,350       160     $1,650       64     $2,350       18     $2,450        0        NAP       0        NAP
    36       20     $  400       199     $  430      409     $  502      184     $  570      100     $  674       0        NAP
    37        0        NAP        60     $  362      192     $  444        0        NAP        0        NAP       0        NAP
    42        0        NAP       208     $  550      390     $  675       24     $  795        0        NAP       0        NAP
    51        0        NAP         0        NAP      229     $1,127        0        NAP        0        NAP       0        NAP
    61        0        NAP        36     $  775       72     $1,058       36     $1,527       96     $1,756       0        NAP
    65        0        NAP         0        NAP        0        NAP        0        NAP        0        NAP       0        NAP
    67       27     $  475       116     $  714       97     $  799        0        NAP        0        NAP       0        NAP
    73        0        NAP         1     $  700       59     $  875        0        NAP       94     $1,537       0        NAP
    76        0        NAP       214     $  463      146     $  653       32     $  800        0        NAP       0        NAP
    81        0        NAP        70     $  800      115     $  984        0        NAP        0        NAP       0        NAP
    84        0        NAP        52     $  558       61     $  747        1     $  895        0        NAP       0        NAP
    85        0        NAP        20     $  545       80     $  673       20     $  773        0        NAP       0        NAP
    86        0        NAP        24     $  515       39     $  552        0        NAP        0        NAP       0        NAP
    91        0        NAP        36     $  630       72     $  732       36     $  858        0        NAP       0        NAP
    93        0        NAP        11     $  915       11     $1,140        0        NAP        0        NAP       0        NAP
    94       10     $  820        10     $1,124        1     $1,350        0        NAP        0        NAP       0        NAP
    95        0        NAP         0        NAP        0        NAP        6     $2,317        0        NAP       0        NAP
    96        0        NAP         0        NAP        0        NAP        5     $2,613        0        NAP       0        NAP
    97        0        NAP         0        NAP        6     $1,704        0        NAP        0        NAP       0        NAP
    98        7     $  754         6     $  876        0        NAP        0        NAP        0        NAP       0        NAP
    99        0        NAP         8     $  921        0        NAP        0        NAP        0        NAP       0        NAP
   104        0        NAP        40     $  535      186     $  644       10       $905        0        NAP       0        NAP
   105        0        NAP        90     $  630      103     $  818        5     $1,140        0        NAP       0        NAP
   106        0        NAP        96     $  427       96     $  531        0        NAP        0        NAP       0        NAP
   107       12     $  247        53     $  330       79     $  488       21     $  521        0        NAP       0        NAP
   108        0        NAP       138     $  504       94     $  652       24     $  775        0        NAP       0        NAP
   114       40     $  797        57     $1,076        2     $1,500        0        NAP        0        NAP       0        NAP
   115       18     $  379       108     $  462      230     $  542       42     $  661        0        NAP       0        NAP
   116        0        NAP        92     $  724       70     $  856        0        NAP        0        NAP       0        NAP
   117        0        NAP         0        NAP      144     $  708      144     $  814        0     $  NAP       0        NAP
   118        0        NAP        64     $  471      136     $  620       64     $  720        0     $  NAP       0        NAP
   119       44     $  455       140     $  536       94     $  667       32     $  780        0        NAP       0        NAP
   124        0        NAP        64     $  699      152     $  799       40     $  985        0     $  NAP       0        NAP
   125       71     $  571        22     $  900        0        NAP        0        NAP        0        NAP       0        NAP
   129        1     $1,600         9     $1,900        8     $2,400       11     $2,900        0        NAP       0        NAP
   130        0        NAP         0        NAP      184     $  668        0     $  NAP        0     $  NAP       0        NAP
   131        0        NAP         0        NAP      184     $  668        0     $  NAP        0     $  NAP       0        NAP
   133        0        NAP        46     $  611       94     $  732       80     $  840        0     $  NAP       0        NAP
   139        0        NAP        42     $  903       46     $1,117       20     $1,239        0        NAP       0        NAP
   142        0        NAP        52     $  402       66     $  537       20     $  630        0        NAP       0        NAP
   147        0        NAP        40     $  630      120     $  760       60     $  875        4     $  965       0        NAP
   150        0        NAP         0        NAP      152     $  675        0        NAP        0        NAP       0        NAP
   155        0        NAP         0        NAP      132     $  676       84     $  771        0     $  NAP       0        NAP
   156        0        NAP        40     $  719       80     $  854       36     $  981        0     $  NAP       0        NAP
   158        0        NAP         0        NAP       38     $  765       28     $  990       22     $1,240       0        NAP
   160        0        NAP        42     $  559      134     $  670        0        NAP        0        NAP       0        NAP
   162        0        NAP        29     $  715       61     $  859       10     $1,089        0        NAP       0        NAP
   166        0        NAP        16     $  723       96     $  860       64     $  970        0     $  NAP       0        NAP
   167        0        NAP        66     $  619       72     $  739        0     $  NAP        0     $  NAP       0        NAP
   172        0        NAP        56     $  490      137     $  559       40     $  640        0     $  NAP       0        NAP
   176        0        NAP         0        NAP        0        NAP        0        NAP        0        NAP       0        NAP
   182        0        NAP        40     $  537       88     $  661       24     $  759        0     $  NAP       0        NAP
   183        0        NAP        24     $  537       16     $  661        8     $  759        0     $  NAP       0        NAP
   185        0        NAP         0        NAP       48     $  628      136     $  686        0     $  NAP       0        NAP
   191        0        NAP         0        NAP        3     $1,250        9     $1,740       12     $2,138       0        NAP
   192        0        NAP        48     $  716       64     $  861       32     $1,000        0     $  NAP       0        NAP
   194        0        NAP        73     $  489       67     $  568       18     $  675        0     $  NAP       0        NAP
   195        1     $  460        10     $  560       44     $  746       36     $  895        0        NAP       0        NAP
   196        0        NAP        36     $  530       96     $  630        0        NAP        0        NAP       0        NAP
   206        0        NAP        32     $  616       96     $  705       32     $  799        0     $  NAP       0        NAP
   207        0        NAP        60     $  504       96     $  604       24     $  710        0     $  NAP       0        NAP
   210        0        NAP         0        NAP       32     $  686        0        NAP        0        NAP       0        NAP
   211        0        NAP         7     $  570       25     $  675        1     $  795        0        NAP       0        NAP
   212        0        NAP         0        NAP       18     $  647        0        NAP        0        NAP       0        NAP
   213        0        NAP         0        NAP       12     $  701        0        NAP        0        NAP       0        NAP
   215       26     $  250        27     $  425       18     $  455       34     $  495        0        NAP       0        NAP
   217        0        NAP        64     $  534       81     $  638       40     $  719        0     $  NAP       0        NAP
   218        0        NAP        24     $  670       68     $  735       34     $  815        0     $  NAP       0        NAP
   225        0        NAP         0        NAP       60     $  715        0        NAP        0        NAP       0        NAP
   226        0        NAP        24     $  495      112     $  535        0        NAP        0        NAP       0        NAP
   235        0        NAP        25     $  584       72     $  655        0        NAP        0        NAP       0        NAP
   242        0        NAP        12     $  635       48     $  740        0        NAP        0        NAP       0        NAP
   246        0        NAP        52     $  458       60     $  539        0        NAP        0        NAP       0        NAP
   247        0        NAP         0        NAP        0        NAP       40     $  784       23     $  848       0        NAP
   248        0        NAP        36     $  499       36     $  599        0        NAP        0        NAP       0        NAP
   250        0        NAP         0        NAP       80     $  550       48        619        0     $  NAP       0        NAP
   265        0        NAP        42     $  595        0        NAP        0        NAP        0        NAP       0        NAP
   266        0        NAP        48     $  435       81     $  526       52     $  628        0     $  NAP       0        NAP
   272        0        NAP        24     $  525       24     $  650        0        NAP        0        NAP       0        NAP
   273        0        NAP         8     $  488       32     $  574       40     $  658        0     $  NAP       0        NAP
   274        0        NAP        11     $  874        8     $1,161        0        NAP        0        NAP       0        NAP
   275        6     $  783         4     $  899        0        NAP        0        NAP        0        NAP       0        NAP
   285        0        NAP         0        NAP        0        NAP        0        NAP        0        NAP       0        NAP
   287        0        NAP         0        NAP       50     $  634       10     $  696        0     $  NAP       0        NAP
   292        0        NAP        10     $  450       52     $  615        0        NAP        0        NAP       0        NAP
   293        0        NAP        34     $  530       38     $  622        6     $  770        0        NAP       0        NAP
   294       10     $  489        32     $  563        0        NAP        0        NAP        0        NAP       0        NAP
   311        0        NAP        12     $  466       26     $  557        0        NAP        0        NAP       0        NAP
   316        0        NAP         0        NAP        0        NAP        0        NAP        0        NAP       0        NAP


              OTHER UNITS
           -----------------
MORTGAGE   NO. OF   AVG RENT     NO. OF    THIRD MOST       THIRD MOST      SECOND MOST      SECOND MOST         MOST
LOAN NO.    UNITS    PER MO.   ELEVATORS   RECENT NOI    RECENT NOI DATE     RECENT NOI    RECENT NOI DATE    RECENT NOI
------------------------------------------------------------------------------------------------------------------------

    33         0        NAP        7       $3,603,471       12/31/2004       $3,735,140       12/31/2005      $3,843,193
    36         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
    37         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
    42         0        NAP       10       $  863,265       12/31/2004       $  597,857       12/31/2005      $2,490,705
    51         0        NAP        0              NAP          NAP                  NAP          NAP          $1,286,165
    61         0        NAP        0              NAP          NAP                  NAP          NAP          $2,106,767
    65       616     $  315        0       $1,065,109       12/31/2004       $1,185,056       12/31/2005      $1,246,200
    67         9     $1,350        0       $1,792,260       12/31/2004       $1,826,196       12/31/2005      $1,862,792
    73         0        NAP        0       $1,057,426   T-12 (06/30/2004)    $  911,521   T-12 (06/30/2005)   $1,101,670
    76         0        NAP        0       $1,362,698       12/31/2004       $1,365,504       12/31/2005      $1,365,143
    81         0        NAP        0       $1,186,608       12/31/2003       $1,241,800       12/31/2004      $1,271,146
    84         0        NAP        0       $  470,336       12/31/2004       $  551,034       12/31/2005      $  555,889
    85         0        NAP        0       $  496,213       12/31/2004       $  519,094       12/31/2005      $  453,845
    86         0        NAP        0       $  188,327       12/31/2004       $  221,732       12/31/2005      $  166,205
    91         0        NAP        0       $  750,079       12/31/2004       $  905,096       12/31/2005      $  890,689
    93         0        NAP        0       $  143,935       12/31/2004       $  138,284       12/31/2005      $  177,753
    94         0        NAP        0       $  172,865       12/31/2004       $  178,942       12/31/2005      $  187,823
    95         0        NAP        0       $   99,934       12/31/2004       $  104,313       12/31/2005      $  119,421
    96         0        NAP        0       $   94,360       12/31/2004       $   98,495       12/31/2005      $  112,760
    97         0        NAP        0       $   76,443       12/31/2004       $   79,793       12/31/2005      $   91,350
    98         0        NAP        0       $   86,177       12/31/2004       $   66,908       12/31/2005      $   93,467
    99         0        NAP        0       $   64,187       12/31/2004       $   57,448       12/31/2005      $   66,501
   104         0        NAP        0       $  995,817       12/31/2004       $  994,762       12/31/2005      $1,006,290
   105         0        NAP        3       $  961,089       12/31/2004       $  989,800       12/31/2005      $1,000,045
   106         0        NAP        0       $  405,682       12/31/2004       $  349,701       12/31/2005      $  494,414
   107         0        NAP        0       $  326,167       12/31/2004       $  307,309       12/31/2005      $  365,251
   108         0        NAP        0       $1,026,126       12/31/2004       $1,030,782       12/31/2005      $1,027,164
   114         0        NAP        3       $  560,470       12/31/2004       $  666,438       12/31/2005      $  674,706
   115         0        NAP        0              NAP          NAP           -$  54,413       12/31/2004      $  398,900
   116         0        NAP        2       $  809,748       12/31/2004       $  818,313       12/31/2005      $  825,398
   117         0        NAP        0       $1,169,711       12/31/2004       $1,292,266       12/31/2005      $1,378,289
   118         0        NAP        0       $  893,591       12/31/2004       $  746,338       12/31/2005      $  874,556
   119         0        NAP        0       $  790,618       12/31/2004       $  763,531       12/31/2005      $  737,506
   124         0        NAP        0       $1,341,840       12/31/2004       $1,119,356       12/31/2005      $1,279,163
   125         0        NAP        1       $  567,757       12/31/2003       $  621,540       12/31/2004      $  690,573
   129         0        NAP        1       $  665,558       12/31/2004       $  896,004       12/31/2005      $  840,302
   130         0        NAP        2              NAP          NAP           $  639,258       12/31/2005      $  664,237
   131         0        NAP        2              NAP          NAP           $  639,258       12/31/2005      $  664,237
   133         0        NAP        0       $  673,657       12/31/2004       $  614,168       12/31/2005      $  746,033
   139         0        NAP        2       $  686,782       12/31/2004       $  628,072       12/31/2005      $  657,525
   142         0        NAP        0       $  555,171       12/31/2004       $  577,610       12/31/2005      $  636,701
   147         0        NAP        0       $  353,703       12/31/2004       $  523,141       12/31/2005      $  712,293
   150         0        NAP        0       $  505,671       12/31/2004       $  521,266       12/31/2005      $  550,263
   155         0        NAP        0       $  735,181       12/31/2004       $  776,490       12/31/2005      $  962,143
   156         0        NAP        0       $  809,930       12/31/2004       $  809,425       12/31/2005      $  834,874
   158         0        NAP        0       $  167,644       12/31/2004       $    9,390       12/31/2005      $  164,700
   160         0        NAP        0       $  604,210       12/31/2004       $  610,198       12/31/2005      $  603,449
   162         0        NAP        0       $  490,397       12/31/2004       $  212,606       12/31/2005      $  267,701
   166         0        NAP        0       $  735,027       12/31/2004       $  897,819       12/31/2005      $1,041,064
   167         0        NAP        3              NAP          NAP                  NAP          NAP          $  569,211
   172         0        NAP        0       $  478,633       12/31/2004       $  599,471       12/31/2005      $  675,993
   176       262     $  270        0       $  538,232       12/31/2003       $  504,674       12/31/2004      $  596,851
   182         0        NAP        0       $  419,937       12/31/2004       $  375,254       12/31/2005      $  444,880
   183         0        NAP        0       $  132,611       12/31/2004       $  120,478       12/31/2005      $  140,489
   185         0        NAP        0       $  340,660       12/31/2004       $  438,933       12/31/2005      $  510,618
   191         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
   192         0        NAP        0       $  562,167       12/31/2004       $  529,468       12/31/2005      $  601,759
   194         0        NAP        0       $  418,050       12/31/2004       $  425,625       12/31/2005      $  488,352
   195         0        NAP        0       $  444,113       12/31/2004       $  400,325       12/31/2005      $  384,427
   196         0        NAP        0       $  321,010       12/31/2004       $  332,086       12/31/2005      $  351,167
   206         0        NAP        0       $  530,637       12/31/2004       $  595,814       12/31/2005      $  626,494
   207         0        NAP        0       $  416,058       12/31/2004       $  513,642       12/31/2005      $  520,200
   210         0        NAP        0       $  123,953       12/31/2004       $  104,187       12/31/2005      $  134,911
   211         0        NAP        0       $   84,625       12/31/2004       $   86,264       12/31/2005      $   89,756
   212         0        NAP        0       $   63,783       12/31/2004       $   66,592       12/31/2005      $   56,753
   213         0        NAP        0       $   48,677       12/31/2004       $   43,860       12/31/2005      $   49,671
   215         0        NAP        0       $  291,737       12/31/2004       $  323,791       12/31/2005      $  221,462
   217         0        NAP        0       $  588,800       12/31/2004       $  575,494       12/31/2005      $  569,455
   218         0        NAP        0       $  577,333       12/31/2004       $  536,632       12/31/2005      $  640,003
   225         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
   226         0        NAP        0       $  278,576       12/31/2004       $  311,660       12/31/2005      $  322,809
   235         0        NAP        0       $   66,959       12/31/2004       $  251,804       12/31/2005      $  255,799
   242         0        NAP        0       $  285,286       12/31/2004       $  206,817       12/31/2005      $  127,820
   246         0        NAP        0       $  307,654       12/31/2004       $  305,056       12/31/2005      $  322,444
   247         0        NAP        0       $  263,408       12/31/2004       $  296,498       12/31/2005      $  308,438
   248         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
   250         0        NAP        0       $  293,287       12/31/2004       $  327,946       12/31/2005      $  417,302
   265         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
   266         0        NAP        0       $  190,463       12/31/2004       $  312,027       12/31/2005      $  455,347
   272         0        NAP        0              NAP          NAP                  NAP          NAP          $  214,708
   273         0        NAP        0       $  207,511       12/31/2004       $  299,454       12/31/2005      $  297,554
   274         0        NAP        0       $  135,586       12/31/2004       $  137,506       12/31/2005      $  158,223
   275         0        NAP        0       $   55,037       12/31/2004          $73,497       12/31/2005      $   63,119
   285       104     $  334        0       $  130,537       12/31/2004       $  148,855       12/31/2005      $  154,612
   287         0        NAP        0              NAP          NAP                  NAP          NAP          $  187,736
   292         0        NAP        0       $  261,525       12/31/2004       $  275,720       12/31/2005      $  227,047
   293         0        NAP        0              NAP          NAP                  NAP          NAP                 NAP
   294         0        NAP        0              NAP          NAP                  NAP          NAP          $  115,086
   311         0        NAP        0       $  104,383       12/31/2004       $  115,158       12/31/2005      $  119,801
   316        77     $  230        0       $   46,852       12/31/2004       $  118,561       12/31/2005      $  109,586


MORTGAGE             MOST
LOAN NO.       RECENT NOI DATE
----------------------------------

    33        T-12 (07/31/2006)
    36               NAP
    37               NAP
    42      T-4 (04/30/2006) Ann.
    51      T-9 (09/30/2006) Ann.
    61         TTM (07/31/2006)
    65         TTM (06/30/2006)
    67        T-12 (09/30/2006)
    73        T-12 (06/30/2006)
    76         TTM (07/31/2006)
    81            12/31/2005
    84         TTM (06/30/2006)
    85         TTM (06/30/2006)
    86         TTM (06/30/2006)
    91        T-12 (09/30/2006)
    93         TTM (09/30/2006)
    94         TTM (09/30/2006)
    95         TTM (09/30/2006)
    96         TTM (09/30/2006)
    97         TTM (09/30/2006)
    98         TTM (09/30/2006)
    99         TTM (09/30/2006)
   104         TTM (07/31/2006)
   105         TTM (07/31/2006)
   106         TTM (06/30/2006)
   107         TTM (06/30/2006)
   108         TTM (07/31/2006)
   114         TTM (08/31/2006)
   115            12/31/2005
   116         TTM (08/31/2006)
   117            06/30/2006
   118            06/30/2006
   119        T-12 (04/31/2006)
   124            06/30/2006
   125            12/31/2005
   129         TTM (06/30/2006)
   130            06/30/2006
   131            06/30/2006
   133            06/30/2006
   139         TTM (07/31/2006)
   142      T-9 (09/30/2006) Ann.
   147            06/30/2006
   150         TTM (07/31/2006)
   155            06/30/2006
   156            06/30/2006
   158     YTD Annual (11/01/2006)
   160         TTM (08/31/2006)
   162         TTM (05/31/2006)
   166            06/30/2006
   167            06/30/2006
   172            06/30/2006
   176            12/31/2005
   182            06/30/2006
   183            06/30/2006
   185            06/30/2006
   191               NAP
   192            06/30/2006
   194            06/30/2006
   195         TTM (07/31/2006)
   196         TTM (08/31/2006)
   206            06/30/2006
   207            06/30/2006
   210         TTM (09/30/2006)
   211         TTM (09/30/2006)
   212         TTM (09/30/2006)
   213         TTM (09/30/2006)
   215         TTM (07/31/2006)
   217            06/30/2006
   218            06/30/2006
   225               NAP
   226         TTM (08/31/2006)
   235         TTM (06/30/2006)
   242         TTM (07/31/2006)
   246         TTM (05/31/2006)
   247            06/30/2006
   248               NAP
   250            06/30/2006
   265               NAP
   266            06/30/2006
   272               T-12
   273            06/30/2006
   274         TTM (09/30/2006)
   275         TTM (09/30/2006)
   285         TTM (09/30/2006)
   287            06/30/2006
   292         TTM (09/30/2006)
   293               NAP
   294         TTM (02/28/2006)
   311         TTM (09/30/2006)
   316         TTM (08/31/2006)


NOTES:

(*) Club at Vero-I and Club at Vero-II are 2
crossed-collateralized/cross-defaulted notes secured by the same property.




APPENDIX IV
Significant Loan Summaries
--------------------------------------------------------------------------------
               MORTGAGE LOAN NO. 1-24 - RREEF INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

                Rreef Industrial Portfolio (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-1



--------------------------------------------------------------------------------
               MORTGAGE LOAN NO. 1-24 - RREEF INDUSTRIAL PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

ORIGINAL BALANCE:                $250,000,000

CUIV-OFF DATE BALANCE:            $250,000,000

SHADOW RATING (FITCH/S&P):       NAP

LOAN PURPOSE:                    Refinance

FIRST PAYMENT DATE:              January 1, 2007

INTEREST RATE:                   5.4515%

AMORTIZATION:                    Interest Only

ARD:                             NAP

HYPERAMORTIZATION:               NAP

MATURITY DATE:                   December 1, 2016

EXPECTED MATURITY BALANCE:       $250,000,000

SPONSOR:                         RREEF America REIT II

INTEREST CALCULATION:            Actual/360

CALL PROTECTION:                 Locked out until 2 years after the REMIC
                                 "starIV-up" day, with U.S. Treasury defeasance
                                 thereafter. Prepayable without a premium from
                                 and after June 1, 2016.

LOAN PER SF:                     $51.90

UP-FRONT RESERVES:               NAP

ONGOING RESERVES(1):             RE Tax(1):                  Springing
                                 Insurance(1):               Springing
                                 Cap Ex(1):                  Springing
                                 TI/LC(1):                   Springing
                                 Lease Termination Fee(1):   Springing

LOCKBOX:                         Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:                             Portfolio of 24 assets

PROPERTY TYPE:                                      Industrial

PROPERTY SUB-TYPE:                                  Flex

LOCATION:                                           See table below

YEAR BUILT/RENOVATED:                               See table below

PERCENT LEASED(2):                                  92.8%

SQUARE FOOTAGE:                                     4,816,571

THE COLLATERAL:                                     24 industrial properties

OWNERSHIP INTEREST:                                 Fee

PROPERTY MANAGEMENT:                                RREEF Management Company

3RD MOST RECENT NET OP. INCOME (AS OF):             NAP

2ND MOST RECENT NET OP. INCOME (AS OF):             $29,859,244 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):                 $28,306,182 (TTM 09/30/2006)

U/W NET OP. INCOME:                                 $31,496,966

U/W NET CASH FLOW:                                  $29,063,407

U/W OCCUPANCY:                                      90.0%

APPRAISED VALUE:                                    $476,230,000

CUIV-OFF DATE LTV:                                   52.5%

MATURITY DATE LTV:                                  52.5%

DSCR:                                               2.10x

POST IO DSCR:                                       NAP
--------------------------------------------------------------------------------

(1)  See "Escrows and Reserves" for specific details.

(2)  Based on the rent roll dated November 6, 2006.

THE RREEF INDUSTRIAL PORTFOLIO LOAN

     THE LOAN. The largest loan (the "RREEF Industrial Portfolio Loan") as
evidenced by the Promissory Note is secured by two first priority fee Deeds of
Trust, Assignments of Leases and Rents, Security Agreements and Fixture Filings
encumbering 24 industrial properties that total approximately 4,816,571 square
feet known as the "RREEF Industrial Portfolio", located in Northern California
(the "RREEF Industrial Portfolio Properties"). The RREEF Industrial Portfolio
Loan was originated on November 17, 2006 by or on behalf of LaSalle Bank
National Association.

     THE BORROWER. The borrower is Northern California Industrial Portfolio,
Inc., a Maryland corporation (the "RREEF Industrial Portfolio Borrower"). The
RREEF Industrial Portfolio Borrower owns no material assets other than the RREEF
Industrial Portfolio Properties. The RREEF Industrial Portfolio Borrower is
sponsored by RREEF America REIT II, a Maryland corporation (the "Sponsor"). The
Sponsor is a private real estate investment trust that manages a portfolio of
multifamily, industrial, retail, and office properties.

     THE PROPERTY. The RREEF Industrial Portfolio Properties are comprised of 24
industrial properties that total approximately 4,816,571 square feet, all
located within the San Francisco-Oakland-San Jose metropolitan statistical area
in Northern California. The RREEF Industrial Portfolio Properties were
originally constructed between 1977 and 1997. See table below for additional
information about the RREEF Industrial Portfolio Properties:

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-2





                                                     ALLOCATED     PROPERTY    OWNERSHIP    YEAR BUILT/    PERCENT
PROPERTY                              LOCATION      LOAN AMOUNT      TYPE       INTEREST     RENOVATED      LEASED   UNITS/SF
-----------------------------------------------------------------------------------------------------------------------------

1310-1380 Kifer Road              Sunnyvale, CA     $28,600,000   Industrial      Fee         1979/NAP      100.0%    287,300
Hayward Business Park             Hayward, CA       $27,300,000   Industrial      Fee         1986/NAP       89.1%    630,944
Walsh at Lafayette                Santa Clara, CA   $19,300,000   Industrial      Fee         1996/NAP      100.0%    320,505
Wiegman Distribution Center       Hayward, CA       $19,100,000   Industrial      Fee      1989/1994/NAP    100.0%    459,833
Fremont Commerce Center           Fremont, CA       $14,200,000   Industrial      Fee         1988/NAP       71.2%    333,983
Montague Industrial Center        San Jose, CA      $14,200,000   Industrial      Fee         1979/NAP       98.4%    315,600
Dixon Landing Business Park       Milpitas, CA      $13,400,000   Industrial      Fee      1977-1997/NAP    100.0%    202,762
Bay Center Business Park II       Hayward, CA       $12,300,000   Industrial      Fee         1983/NAP       75.5%    128,700
Huntwood Business Center          Hayward, CA       $11,600,000   Industrial      Fee         1984/NAP       96.7%    176,056
Port of Oakland Business Center   Oakland, CA       $10,800,000   Industrial      Fee         1977/NAP      100.0%    199,733
Charcot Business Center           San Jose, CA      $10,300,000   Industrial      Fee         1980/NAP      100.0%    164,089
Cabot Boulevard Warehouse         Hayward, CA       $ 9,300,000   Industrial      Fee         1978/NAP      100.0%    248,860
Bay Center Business Park III      Hayward, CA       $ 8,700,000   Industrial      Fee         1997/NAP      100.0%    116,941
Bayview Business Center           Fremont, CA       $ 7,300,000   Industrial      Fee         1991/NAP      100.0%    103,920
1710 Little Orchard               San Jose, CA      $ 5,900,000   Industrial      Fee         1988/NAP      100.0%    212,840
COG Warehouse                     Milpitas, CA      $ 5,700,000   Industrial      Fee         1992/NAP      100.0%    120,600
Industrial Drive                  Fremont, CA       $ 5,300,000   Industrial      Fee         1993/NAP       70.5%    198,676
Okidata Distribution Center       Milpitas, CA      $ 5,200,000   Industrial      Fee         1993/NAP      100.0%    100,497
Eden Landing Business Center      Hayward, CA       $ 4,800,000   Industrial      Fee         1989/NAP      100.0%     82,796
Doolittle Business Center         San Leandro, CA   $ 4,500,000   Industrial      Fee         1977/NAP       69.1%    113,196
Bay Center Distribution Center    Hayward, CA       $ 3,400,000   Industrial      Fee         1985/NAP      100.0%     69,438
Cadillac Court I                  Milpitas, CA      $ 3,200,000   Industrial      Fee         1991/NAP      100.0%     44,517
Bay Center Business Park I        Hayward, CA       $ 3,100,000   Industrial      Fee         1981/NAP       68.7%    148,665
Cadillac Court II                 Milpitas, CA      $ 2,500,000   Industrial      Fee         1996/NAP      100.0%     36,120


                             LEASE ROLLOVER SCHEDULE



                                                                                                                  CUMULATIVE % OF
                # OF LEASES   AVERAGE BASE RENT   % OF TOTAL SQUARE   CUMULATIVE % OF   % OF TOTAL BASE RENTAL   TOTAL BASE RENTAL
     YEAR         ROLLING       PER SF ROLLING       FEET ROLLING        SF ROLLING        REVENUES ROLLING       REVENUES ROLLING
----------------------------------------------------------------------------------------------------------------------------------

   Vacant            10             $ 0.00               10%                 10%                   0%                     0%
     MTM              0             $ 0.00                0%                  0%                   0%                     0%
    2006             22             $ 7.08                5%                 15%                   5%                     5%
    2007             39             $ 6.63               16%                 31%                  16%                    21%
    2008             51             $ 8.68               24%                 55%                  31%                    53%
    2009             34             $ 7.78               10%                 66%                  12%                    65%
    2010             19             $ 7.12                7%                 72%                   7%                    71%
    2011             23             $ 5.49               13%                 86%                  11%                    82%
    2012              3             $ 4.72                7%                 93%                   5%                    87%
    2013              4             $10.92                3%                 96%                   5%                    92%
    2014              3             $12.75                4%                100%                   8%                   100%
    2015              0             $ 0.00                0%                100%                   0%                   100%
2016 & Beyond         0             $ 0.00                0%                100%                   0%                   100%


--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-3



     The following table presents certain information relating to the major
tenants at the RREEF Industrial Portfolio Properties:



                                                                                         % OF TOTAL     ANNUALIZED
                                  CREDIT RATING                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                     (FITCH/                     % OF    UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
          TENANT NAME            MOODY'S/S&P)(1)   TENANT NRSF   NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
--------------------------------------------------------------------------------------------------------------------------------

Cisco Systems, Inc.                  --/A1/A+         136,425      3%    $ 3,714,853         11%          $27.23      02/29/2008
Level 3 Communications, LLC       CCC-/Caa2/CCC+      197,100      4%    $ 2,512,254          8%          $12.75      09/30/2014
Kosan Biosciences Incorporated       --/--/--         113,792      2%    $ 1,703,910          5%          $14.97      02/28/2013(2)
Keeco, LLC                           --/--/--         283,629      6%    $ 1,361,419          4%          $ 4.80      12/31/2012
Unified Western Grocers, Inc.        --/--/--         194,350      4%    $   956,202          3%          $ 4.92      01/31/2008
--------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                925,296     19%    $10,248,638         31%          $11.08
--------------------------------------------------------------------------------------------------------------------------------

Other Tenants                          NAP          3,433,684     71%    $22,326,585         69%          $ 6.50        Various
Vacant Space                           NAP            457,591     10%    $         0          0%          $ 0.00          NAP
--------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                              4,816,571    100%    $32,575,223        100%          $ 7.47
--------------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  69,512 square feet expire on February 29, 2008 and 44,280 square feet
     expire on February 28, 2013.

     ESCROWS AND RESERVES. The RREEF Industrial Portfolio Borrower is required
to escrow monthly 1/12 of estimated annual real estate taxes and 1/12 of
estimated insurance premiums upon the occurrence of any of the following events:
(i) the RREEF Industrial Portfolio Borrower fails to pay all taxes or all
insurance premiums due with respect to the RREEF Industrial Portfolio Properties
prior to the due date or (ii) a cash management period (a "Cash Management
Period") exists. A Cash Management Period will exist upon the occurrence of (a)
an event of default under the RREEF Industrial Portfolio Loan until the cure of
the event of default, (b) the bankruptcy or insolvency of the RREEF Industrial
Portfolio Borrower or the property manager until the emergence of the RREEF
Industrial Portfolio Borrower or the property manager from bankruptcy with no
adverse consequences to the RREEF Industrial Portfolio Properties or the RREEF
Industrial Portfolio Loan or, as to the bankruptcy or insolvency of the property
manager, a replacement property manager reasonably acceptable to lender is
appointed or (c) the DSCR for the preceding 12 calendar months falls below 1.10x
until the DSCR is equal to or greater than 1.10x for two consecutive quarters.
Additionally, if a Cash Management Period exists, the RREEF Industrial Portfolio
Borrower is required to escrow monthly $60,207 into a capital expenditures
reserve account and $160,552 into a rollover reserve account.

     Lastly, in the event the RREEF Industrial Portfolio Borrower receives a
fee, payment or other compensation from any tenant relating to or in exchange
for the termination of such tenant's lease (a "Lease Termination Fee") the RREEF
Industrial Portfolio Borrower is required to deposit such Lease Termination Fee
into a lease termination reserve account to be used by the RREEF Industrial
Portfolio Borrower (i) for tenant improvements and leasing commissions with
respect to re-leasing the space associated with such Lease Termination Fee (a
"Termination Space") and (ii) in the event there is any Rent Deficiency (as
defined below) with respect to the Termination Space, in replacement of rent
payable to the RREEF Industrial Portfolio Borrower. The difference between the
amount of monthly rent received from the replacement tenant and the amount of
monthly rent received from the previous tenant leasing a Termination Space is
the "Rent Deficiency."

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
RREEF Industrial Portfolio Loan. The lockbox will remain in place until the
RREEF Industrial Portfolio Loan has been paid in full.

     PROPERTY MANAGEMENT. The RREEF Industrial Portfolio Properties are managed
by RREEF Management Company, an affiliate of the RREEF Industrial Portfolio
Borrower. The management agreements are subordinate to the RREEF Industrial
Portfolio Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PROPERTY(S). The RREEF Industrial Portfolio Borrower may obtain
a release of one or more RREEF Industrial Portfolio Properties by partial
defeasance of the RREEF Industrial Portfolio Loan subject to the satisfaction of
certain conditions including, but not limited to: (i) the allocated loan amount
of the individual property to be released plus the allocated loan amount(s) of
all individual properties previously released does not exceed $125,000,000, (ii)
after giving effect to the release(s), the underwritten DSCR for the remaining
RREEF Industrial Portfolio Properties is not less than the greater of (a) the
DSCR on November 17, 2006 for all of the RREEF Industrial Portfolio Properties
or (b) the DSCR for the RREEF Industrial Portfolio Properties immediately prior
to the release of the defeased property(s), (iii) after giving effect to the
release(s), the LTV of the remaining RREEF Industrial Portfolio Properties is
not greater than the lesser of (1) the LTV on November 17, 2006 or (2) the LTV
immediately prior to the subject release, (iv) the RREEF Industrial Portfolio
Borrower must defease an amount equal to 115% of the RREEF Industrial Portfolio
Loan amount allocated for the released property(s) and (v) the RREEF Industrial
Portfolio Borrower must obtain a written affirmation from each of the rating
agencies that the credit rating of the certificates will not be qualified,
downgraded or withdrawn as a result of such release(s).

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-4



     SUBSTITUTION OF PROPERTY(S). The RREEF Industrial Portfolio Borrower may
obtain a release of any of the RREEF Industrial Portfolio Properties from the
RREEF Industrial Portfolio Loan by simultaneously substituting one or more other
properties of like or better kind and quality in place of a released
property(s), subject to the satisfaction of certain conditions including, but
not limited to: (i) the RREEF Industrial Portfolio Borrower pays a fee in the
amount of 0.10% of the allocated loan amount of the substituted property(s),
(ii) the allocated loan amount of the individual property to be substituted plus
the allocated loan amount(s) of all individual properties previously substituted
does not exceed $125,000,000, (iii) after giving effect to the substitution(s),
the underwritten DSCR for the remaining RREEF Industrial Portfolio Properties
including the substitute property(s) is not less than the greater of (1) the
DSCR on November 17, 2006 for all of the RREEF Industrial Portfolio Properties
or (2) the DSCR for the RREEF Industrial Portfolio Properties immediately prior
to the substitution, (iv) after giving effect to the substitution(s), the LTV of
the remaining RREEF Industrial Portfolio Properties is not greater than the
lesser of (1) the LTV on November 17, 2006 or (2) the LTV immediately prior to
the subject substitution, (v) if the allocated loan amount of the substitution
property plus the allocated loan amount(s) of all substituted properties
previously released exceeds $62,500,000, the RREEF Industrial Portfolio Borrower
must obtain a written affirmation from each of the rating agencies that the
credit rating of the certificates will not be qualified, downgraded or withdrawn
as a result of such substitution(s) and (vi) the underwritten net operating
income for the replacement property(s) does not show a downward trend over three
consecutive years prior to substitution(s).

     Certain additional information regarding the RREEF Industrial Portfolio
Loan and the RREEF Industrial Portfolio Properties is set forth on Appendix II
hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-5



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 25 - NATICK MALL
--------------------------------------------------------------------------------

                     Natick Mall (Photos) have been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-6



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 25 - NATICK MALL
--------------------------------------------------------------------------------

                      Natick Mall (Map) have been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-7



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 25 - NATICK MALL
--------------------------------------------------------------------------------

                      Natick Mall (Map) have been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-8



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 25 - NATICK MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE(1):                      $225,000,000

CUIV-OFF DATE BALANCE(1):                  $225,000,000

SHADOW RATING (FITCH/S&P):                BBB/BBB-

LOAN PURPOSE:                             Refinance

FIRST PAYMENT DATE:                       November 7, 2006

INTEREST RATE:                            5.512%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            October 7, 2011

EXPECTED MATURITY BALANCE(1):             $225,000,000

SPONSOR(S):                               General Growth Properties, Inc./New
                                          York State Common Retirement Fund

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until two years after the
                                          REMIC "starIV-up" day, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without a premium from and
                                          after October 7, 2009.

LOAN PER SF(1):                           $366.69

UP-FRONT RESERVES:                        NAP

ONGOING RESERVES:                         RE Tax:      Springing
                                          Insurance:   Springing
                                          Cap Ex:      Springing
                                          TI/LC:       Springing

LOCKBOX:                                  Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Anchored

LOCATION:                                 Natick, MA

YEAR BUILT/RENOVATED:                     1966/1994

PERCENT LEASED(2):                        93.9%

SQUARE FOOTAGE:                           613,603

THE COLLATERAL:                           Two-story regional mall

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      General Growth Management, Inc.

3RD MOST RECENT NET OP. INCOME (AS OF):   $25,554,369 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $25,510,301 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $25,942,651 (TTM 06/30/2006)

U/W NET OP. INCOME:                       $25,131,412

U/W NET CASH FLOW:                        $24,036,162

U/W OCCUPANCY:                            93.9%

APPRAISED VALUE:                          $500,000,000

CUIV-OFF DATE LTV(1):                      45.0%

MATURITY DATE LTV(1):                     45.0%

DSCR(1):                                  1.91x

POST IO DSCR(1):                          NAP
--------------------------------------------------------------------------------

(1)  The subject $225,000,000 loan represents the senior portion of a
     $350,000,000 mortgage loan. All LTV, DSCR and Loan per SF numbers in this
     table are based on the $225,000,000 senior financing.

(2)  Based on the rent roll dated August 7, 2006.

THE NATICK MALL LOAN

     THE LOAN. The second largest loan (the "Natick Mall Loan") as evidenced by
the Promissory Note (the "Natick Mall Note") is secured by a first priority fee
Deed of Trust (the "Natick Mall Mortgage") encumbering the 613,603 square foot
regional mall known as Natick Mall, located in Natick, MA (the "Natick Mall
Property"). The Natick Mall Loan was originated on September 12, 2006 by or on
behalf of Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Natick Mall, LLC, a Delaware limited
liability company (the "Natick Mall Borrower") that owns no material asset other
than the Natick Mall Property and related interests. The Natick Mall Borrower is
a wholly-owned subsidiary of General Growth Properties ("GGP") and New York
State Common Retirement Fund ("NYSCRF"), the sponsor of the Natick Mall Loan.
GGP is a publicly traded REIT with an equity market cap of $11.21 billion, and
ownership interest in, or management responsibility for, a portfolio of over 200
regional shopping malls in 44 states totaling approximately 200 million square
feet of space.

     THE PROPERTY. The Natick Mall Property is located in Natick, MA, at 1245
Worcester Street, at the intersection of Speen Street and Route 9. It is
approximately 16 miles west of Boston, MA. The Natick Mall Property was
originally constructed in 1966 and renovated in 1994. It consists of a 1,130,265
square foot, two level regional mall, of which 613,603 square feet is collateral
for the Natick Mall Loan. The Natick Mall Property is anchored by Macy's, Sears,
Lord & Taylor and JC Penney.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-9





                                                     CREDIT RATING OF                              OPERATING
                                                      PARENT COMPANY                COLLATERAL     COVENANT
    ANCHOR               PARENT COMPANY            (FITCH/MOODY'S/S&P)     GLA     INTEREST (1)   EXPIRATION
------------------------------------------------------------------------------------------------------------

Macy's          Federated Department Stores, Inc      BBB+/Baa1/BBB      208,376         No       06/01/2052
JC Penney       JC Penney Co, Inc                     BBB/Baa3/BBB-      198,672        Yes       02/28/2027
Sears           Sears Holdings Corporation             BB/Ba1/BB+        194,722         No       09/29/2092
Lord & Taylor   Federated Department Stores, Inc      BBB+/Baa1/BBB      113,564         No       12/31/2092
------------------------------------------------------------------------------------------------------------
TOTAL                                                                    715,334
------------------------------------------------------------------------------------------------------------


(1)  Macy's owns the land and improvements on its space. Sears and Lord & Taylor
     own only the improvements on their respective spaces.

                             LEASE ROLLOVER SCHEDULE



                                                                                    CUMULATIVE
                               AVERAGE                                % OF TOTAL    % OF TOTAL
                              BASE RENT    % OF TOTAL   CUMULATIVE   BASE RENTAL   BASE RENTAL
                # OF LEASES     PER SF    SQUARE FEET     % OF SF      REVENUES      REVENUES
     YEAR         ROLLING      ROLLING      ROLLING       ROLLING      ROLLING       ROLLING
----------------------------------------------------------------------------------------------

    Vacant           18         $ 0.00         6%            6%           0%             0%
     MTM              3         $85.22         0%            6%           1%             1%
     2006             2         $57.05         1%            7%           1%             2%
     2007             6         $48.85         3%           10%           4%             6%
     2008             4         $64.48         1%           11%           1%             8%
     2009            11         $48.97         5%           16%           7%            15%
     2010            15         $45.38        10%           26%          13%            28%
     2011             5         $59.49         1%           27%           2%            30%
     2012             6         $47.04         3%           30%           4%            34%
     2013             4         $73.57         1%           31%           2%            36%
     2014            21         $52.17        14%           45%          20%            56%
     2015            29         $55.17        13%           57%          20%            76%
2016 & Beyond        22         $19.48        43%          100%          24%           100%
----------------------------------------------------------------------------------------------


     The following table presents certain information relating to the major
tenants at the Natick Mall Property:



                                                                                  % OF TOTAL     ANNUALIZED
                          CREDIT RATING                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                             (FITCH/        TENANT                UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
      TENANT NAME        MOODY'S/S&P)(1)     NRSF    % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
-------------------------------------------------------------------------------------------------------------------------

JC Penney(2)              BBB/Baa3/BBB-    198,672       32%      $ 1,664,064          8%          $ 8.38      02/28/2027
Gap/Gapkids               BBB-/Baa3/BBB+    14,500        2%      $ 1,000,500          5%          $69.00      12/31/2014
Talbots                      --/--/--       11,510        2%      $   494,928          2%          $43.00      01/31/2014
The Maxx                     --/A3/A        11,000        2%      $   445,500          2%          $40.50      09/30/2010
Banana Republic           BBB-/Baa3/BB+      9,985        2%      $   440,736          2%          $44.14      01/31/2007
Express                    --/Baa2/BBB      11,341        2%      $   430,958          2%          $38.00      01/31/2014
Victoria's Secret          --/Baa2/BBB      11,321        2%      $   428,374          2%          $37.84      01/31/2015
-------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                     268,329       44%      $ 4,905,060         23%          $18.28
-------------------------------------------------------------------------------------------------------------------------
Other Tenants                  NAP         308,026       50%      $16,472,647         77%          $53.48        Various
Vacant Space                   NAP          37,248        6%      $         0          0%          $ 0.00          NAP
-------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                     613,603      100%      $21,377,707        100%          $37.09
-------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  JC Penney is currently occupying space under a temporary license agreement
     in order to complete renovations on the subject space. The estimated store
     opening is March 2007.

     ESCROWS AND RESERVES. Upon the occurrence and continuance of a Trigger
Event, the Natick Mall Borrower is required to escrow monthly 1/12 of estimated
annual real estate taxes and insurance premiums monthly, $8,628 for replacement
reserves (the total replacement reserve is capped at $103,532), and $34,578 for
rollover reserves monthly (the total rollover reserve is capped at $414,931). A
Trigger Event shall commence upon the occurrence of either of the following: (i)
an event of default under the loan agreement with respect to the Natick Mall
Loan or (ii) the DSCR dropping below 1.10x for any consecutive twelve month
period.

     In addition, the Natick Mall Borrower may obtain financing for capital
expenditures for items capitalized under GAAP (including expenditures for
building improvements or major repairs, leasing commissions and tenant
improvements) and related solely to the Natick Mall Property so long as such
indebtedness (i) is unsecured or (ii) in the aggregate does not exceed
$17,500,000; provided that the Natick Mall Borrower may be permitted to incur
capital expenditures exceeding $17,500,000 as long as the total amount
outstanding at any one time when combined with trade debts shall not exceed
$26,250,000.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-10



     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Natick Mall Loan. The lockbox will be in place until the Natick Mall Loan has
been paid in full.

     PROPERTY MANAGEMENT. The Natick Mall Property is managed by General Growth
Management, Inc., which is an affiliate of the Natick Mall Loan's sponsor. The
management agreement is subordinate to the Natick Mall Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The Natick Mall Borrower or a
holder of a direct or indirect interest in the Natick Mall Borrower, is
permitted to incur mezzanine financing provided that (i) the originating lender
or one of its affiliates originates the mezzanine debt; (ii) the collateral
shall only include pledges of the equity interests of the Natick Mall Borrower;
(iii) all mezzanine debt documents are reasonably acceptable to both the rating
agencies and the originating lender; (iv) the mezzanine debt intercreditor
agreements and documents require that the Natick Mall Borrower provide evidence
that the anticipated DSCR will be no less than 1.10x at all times during the
applicable period, regardless of whether the mezzanine debt has a fixed or
floating interest rate; (v) the LTV immediately following the closing is no
greater than 80%; (vi) the DSCR immediately following the closing is no less
than 1.10x; (vii) the Natick Mall Borrower provides any amendments to the loan
documents that are reasonably required by the originating lender and the rating
agencies in connection with the mezzanine debt, none of which shall amend the
interest rate or monthly DSCR; (viii) the mezzanine borrower shall be structured
so that it does not effect the bankruptcy remote nature of the Natick Mall
Borrower and shall not be contrary to rating agency criteria; (ix) a
confirmation is received from the applicable rating agencies that the incurrence
of the mezzanine debt will not cause the rating on any class of certificates to
be qualified, withdrawn or downgraded.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). The Natick
Mall Property is additionally encumbered by a B-Note and C-Note with original
principal balances as of the CuIV-off Date of $60,000,000 and $65,000,000,
respectively, which are not included in the trust. The aggregate mortgage loan
is $350,000,000 with an aggregate LTV of 70.0% and an aggregate underwritten
DSCR of 1.20x.

     Certain additional information regarding the Natick Mall Loan and the
Natick Mall Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-11



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 26 - OXFORD CENTRE
--------------------------------------------------------------------------------

                    Oxford Centre (Photos) have been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-12



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 26 - OXFORD CENTRE
--------------------------------------------------------------------------------

                      Oxford Centre (Map) have been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-13



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 26 - OXFORD CENTRE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:               $118,000,000

CUIV-OFF DATE BALANCE:           $118,000,000

SHADOW RATING (FITCH/S&P):      NAP

LOAN PURPOSE:                   Refinance

FIRST PAYMENT DATE:             January 1, 2007

INTEREST RATE:                  5.660%

AMORTIZATION:                   Interest Only

ARD:                            NAP

HYPERAMORTIZATION:              NAP

MATURITY DATE:                  December 1, 2016

EXPECTED MATURITY BALANCE:      $118,000,000

SPONSOR:                        Mark E. Mason

INTEREST CALCULATION:           Actual/360

CALL PROTECTION:                Lockout until two years after the REMIC starIV
                                -up date, with U.S. Treasury defeasance
                                thereafter. Prepayable without penalty on and
                                after July 1, 2016.

LOAN PER SF:                    $116.73

UP-FRONT RESERVES:              Preferred Maintenance:   $2,000,000
                                TI/LC:                   $7,500,000

ONGOING RESERVES:               TI/LC(1):                $50,000/month

LOCKBOX:                        Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:                             Single Asset

PROPERTY TYPE:                                      Office

PROPERTY SUB-TYPE:                                  Urban

LOCATION:                                           Pittsburgh, PA

YEAR BUILT/RENOVATED:                               1982/NAP

PERCENT LEASED(2):                                  83.1%

SQUARE FOOTAGE:                                     1,010,905

THE COLLATERAL:                                     45-story office tower

OWNERSHIP INTEREST:                                 Fee

PROPERTY MANAGEMENT:                                Oxford Development Company

3RD MOST RECENT NET OP. INCOME (AS OF):             $10,009,669 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):             $10,010,597 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):                 $10,458,627 (TTM 08/31/2006)

U/W NET OP. INCOME:                                 $11,276,732

U/W NET CASH FLOW:                                  $10,121,234

U/W OCCUPANCY:                                      83.1%

CUIV-OFF DATE LTV:                                   79.7%

MATURITY DATE LTV:                                  79.7%

DSCR:                                               1.49x

POST IO DSCR:                                       NAP
--------------------------------------------------------------------------------

(1)  Monthly payments will not be required so long as the balance of the TI/LC
     reserve account if the balance should fall below $2,000,000.

(2)  Percent leased is based on rent roll dated October 1, 2006.

THE OXFORD CENTRE LOAN

     THE LOAN. The third largest loan (the "Oxford Centre Loan"), as evidenced
by the Promissory Note, is secured by a first priority fee Deed of Trust (the
"Oxford Centre Mortgage") encumbering the 1,010,905 square foot urban office
building known as the Oxford Centre Building, located in Pittsburgh,
Pennsylvania (the "Oxford Centre Property"). The Oxford Centre Loan was
originated on November 29, 2006 by or on behalf of Morgan Stanley Mortgage
Capital Inc.

     THE BORROWER. The borrower is Oxford Development Company/Grant Street, a
Pennsylvania limited liability partnership (the "Oxford Centre Borrower") that
owns no material asset other than the Oxford Centre Property and related
interests. The Oxford Centre Borrower is comprised of Oxford Development
Company-Pittsburgh, OOC, Inc. and L&M Associates. OOC, Inc. is the general
partner of the partnership. L&M Associates d/b/a Oxford Development Company is
one of the largest real estate development and management companies in Western
Pennsylvania, with over 35 years of real estate development, property management
and leasing experience and has developed, owned, leased and/or managed over 30
million square feet of commercial space.

     THE PROPERTY. The Oxford Centre Property is located in Pittsburgh,
Pennsylvania at the gateway to Grant Street from I-376 and I-279. It consists of
a 1,010,905 square foot, 45-story urban office tower and a four level retail and
office arcade connected to a ten-level 840 car parking garage and the Rivers
Club, a two level athletic/dining club. It is situated on approximately 1.79
acres.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-14



                             LEASE ROLLOVER SCHEDULE



                                  AVERAGE                                          % OF TOTAL BASE   CUMULATIVE % OF
               # OF LEASES   UNDERWRITTEN BASE   % OF TOTAL SQUARE   CUMULATIVE %  RENTAL REVENUES  TOTAL BASE RENTAL
     YEAR        ROLLING    RENT PER SF ROLLING     FEET ROLLING    OF SF ROLLING      ROLLING       REVENUES ROLLING
---------------------------------------------------------------------------------------------------------------------

    Vacant          35             $ 0.00               18%              18%              0%                 0%
     MTM            16             $11.33                2%              19%              1%                 1%
     2006            4             $ 8.65                1%              21%              1%                 2%
     2007            8             $23.94                7%              27%              9%                10%
     2008           16             $20.87                8%              35%              9%                19%
     2009            9             $26.31                5%              40%              7%                26%
     2010            4             $26.02                3%              42%              4%                29%
     2011           13             $24.36               16%              58%             21%                50%
     2012            3             $28.65                4%              62%              6%                56%
     2013            0             $ 0.00                0%              62%              0%                56%
     2014            4             $28.10                2%              64%              3%                59%
     2015            5             $21.58                7%              71%              8%                67%
2016 & Beyond       11             $20.96               29%             100%             33%               100%


     The following table presents certain information relating to the major
tenants at the Oxford Centre Property:



                                                                                  % OF TOTAL    ANNUALIZED
                                  CREDIT RATING                    ANNUALIZED     ANNUALIZED   UNDERWRITTEN
                                     (FITCH/       TENANT   % OF  UNDERWRITTEN   UNDERWRITTEN    BASE RENT       LEASE
           TENANT NAME             MOODY'S/S&P)     NRSF    NRSF  BASE RENT ($)    BASE RENT   ($ PER NRSF)    EXPIRATION
--------------------------------------------------------------------------------------------------------------------------

Buchanan Ingersoll, P.C.             --/--/--      217,568    22%   $ 5,252,565       29%         $25.24     12/31/2006(1)
Thorp Reed Armstrong                 --/--/--       82,621     8%   $ 2,093,647       11%         $25.34         MTM(2)
Morgan Lewis and Bockius, LLP        --/--/--       36,126     4%   $ 1,083,780        6%         $30.00       06/30/2012
Pietragallo Bosick & Gordon, LLP     --/--/--       50,334     5%   $   946,680        5%         $18.81         MTM(3)
--------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                             386,649    38%   $ 9,616,610       52%         $24.87
--------------------------------------------------------------------------------------------------------------------------

Other Tenants                                      444,016    44%   $ 9,205,932       48%         $20.37        Various
Vacant                                             180,240    18%   $         0        0%         $ 0.00
--------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                           1,010,905   100%   $18,822,542      100%         $22.65
--------------------------------------------------------------------------------------------------------------------------


(1)  159,959 SF expires on 12/31/2016; 48,609 SF expires on 12/31/2007 and 9,000
     SF expires on 12/31/2006.

(2)  80,539 SF expires on 04/30/2011 and 2,082 SF is MTM.

(3)  47,334 SF expires on 12/31/2005 and 3000 SF is MTM.

     ESCROWS AND RESERVES. The Oxford Centre Borrower was required to make an
initial deposit of $7,500,000 into a TI/LC reserve and thereafter to make a
monthly deposit into the reserve of $50,000 if the balance should fall below
$2,000,000. The Oxford Centre Borrower was also required to deposit $2,000,000
into an initial Deferred Maintenance reserve.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Oxford Centre Loan. The lockbox begins a cash flow sweep upon occurrence of the
following: (i) event of default under the loan documents or (ii) the DSCR falls
below 1.05x for the preceding trailing 12-month period as determined by the
lender.

     PROPERTY MANAGEMENT. The Oxford Centre Property is managed by Oxford
Development Company - Pittsburgh, an affiliate of the Oxford Centre Borrower.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Oxford Centre Loan and the
Oxford Centre Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-15



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 27 - WESTIN O'HARE
--------------------------------------------------------------------------------

                     Westin O'Hare (Photos) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-16



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 27 - WESTIN O'HARE
--------------------------------------------------------------------------------

                      Westin O'Hare (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-17



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 27 - WESTIN O'HARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:            $101,000,000

CUIV-OFF DATE BALANCE:        $101,000,000

SHADOW RATING (FITCH/S&P):   NAP

LOAN PURPOSE:                Acquisition

FIRST PAYMENT DATE:          January 8, 2007

INTEREST RATE:               5.810%

AMORTIZATION:                Interest only through December 8, 2011. Principal
                             and interest payments of $593,263.90 beginning
                             January 8, 2012 through the maturity date.

ARD:                         NAP

HYPERAMORTIZATION:           NAP

MATURITY DATE:               December 8, 2016

EXPECTED MATURITY BALANCE:   $94,391,450

SPONSOR:                     Ashford Hospitality Limited Partnership

INTEREST CALCULATION:        Actual/360

CALL PROTECTION:             Locked out until 2 years after the REMIC "starIV-
                             up" day, with U.S. Treasury defeasance thereafter.
                             Prepayable without penalty from and after September
                             8, 2016.

LOAN PER ROOM:               $192,381

UP-FRONT RESERVES:           NAP

ONGOING RESERVES:            FF&E:      Springing
                             RE Tax:    Springing
                             Insurance: Springing

LOCKBOX:                     Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Hospitality

PROPERTY SUB-TYPE:                        Full Service

LOCATION:                                 Rosemont, IL

YEAR BUILT/RENOVATED:                     1984/2002-2005

PERCENT OCCUPIED(1):                      73.4%

NUMBER OF ROOMS:                          525

THE COLLATERAL:                           12-story full service hotel

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      SLC Operating Limited Partnership
                                          (Westin Hotel Company / Starwood
                                          Hotels & Resorts Worldwide, Inc.)

3RD MOST RECENT NET OP. INCOME (AS OF):   $9,181,122 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $9,149,091 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $10,008,309 (TTM 09/30/2006)

U/W NET OP. INCOME:                       $10,321,776

U/W NET CASH FLOW:                        $8,676,402

U/W OCCUPANCY:                            73.4%

APPRAISED VALUE:                          $131,000,000

CUIV-OFF DATE LTV:                         77.1%

MATURITY DATE LTV:                        72.1%

DSCR:                                     1.46x

POST IO DSCR:                             1.22x
--------------------------------------------------------------------------------

(1)  Represents the trailing twelve-month average occupancy rate, based on
     borrower financials, as of September 30, 2006.

THE WESTIN O'HARE LOAN

     THE LOAN. The fourth largest loan (the "Westin O'Hare Loan"), as evidenced
by the Promissory Note A1, in the amount of $60,000,000, and the Promissory Note
A2, in the amount of $41,000,000, is secured by a Mortgage, Assignment of Leases
and Rents and Security Agreement (the "Westin O'Hare Mortgage") encumbering the
525-key full-service hotel known as the Westin O'Hare, located in Rosemont, IL
(the "Westin O'Hare Property"). The Westin O'Hare Loan was originated on
November 16, 2006 by or on behalf of Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Ashford Chicago O'Hare LP, a Delaware limited
partnership (the "Westin O'Hare Borrower") that owns no material asset other
than the Westin O'Hare Property and related interests. The Westin O'Hare
Borrower is wholly owned and controlled by Ashford Hospitality Limited
Partnership (the "Westin O'Hare Sponsor"). Ashford Hospitality Limited
Partnership is wholly owned and controlled by Ashford Hospitality Trust, Inc.
("Ashford"). Ashford is a publicly traded company (NYSE: AHT) headquartered in
Dallas, TX that operates as a self-advised Real Estate Investment Trust
("REIT"). Ashford invests across all segments of the hospitality industry and at
all levels of the capital structure, including direct hotel investments, first
mortgages, mezzanine loans, construction loans and sale-leaseback transactions.
As of June 30, 2006, Ashford had annualized trailing six-month revenues of
approximately $240 million and operating income of approximately $44 million. As
of October 27, 2006, Ashford had approximately $1.9 billion in outstanding hotel
investments in 81 properties totaling 15,492 rooms.

     THE PROPERTY. The Westin O'Hare Property is located in Rosemont, IL, part
of Cook County, at 6100 North River Road, approximately fifteen miles northwest
of Chicago's central business district and three miles east of Chicago O'Hare
International Airport. It opened in 1984, has 525 rooms, is twelve stories tall,
has approximately 43,151 square feet of meeting space, and has approximately 644
on-grade parking spaces. The Westin O'Hare Borrower shall be permitted to
construct additional improvements on the Westin O'Hare Property, which would
constitute additional collateral for the Westin O'Hare Loan, in accordance with
the terms of the loan

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-18



agreement, which include, but are not limited to (a) no event of default has
occurred and is continuing, (b) such an expansion shall not result in loss of
access to, or materially adversely impact the business of, the Westin O'Hare
Property and its improvements and (c) no additional secured or unsecured debt is
permitted except in accordance with the "Mezzanine Loan and Preferred Equity
Interest" section below.

     The following table presents certain information relating to the historical
occupancy, ADR, and RevPAR of the Westin O'Hare Property and of its competitive
set:

             SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR(1)



                      COMPETITIVE SET                SUBJECT PROPERTY             PENETRATION FACTOR
               ----------------------------   -----------------------------   --------------------------
    YEAR       OCCUPANCY     ADR     REVPAR   OCCUPANCY     ADR      REVPAR   OCCUPANCY    ADR    REVPAR
--------------------------------------------------------------------------------------------------------

    2003         63.7%     $129.09   $82.23     69.3%     $121.05   $ 83.89     108.8%     93.8%  102.0%
    2004         65.0%     $125.35   $81.48     71.7%     $128.37   $ 92.04     110.3%    102.4%  113.0%
    2005         67.7%     $127.16   $86.09     72.8%     $135.20   $ 98.43     107.5%    106.3%  114.3%
IV-12 09/2006     73.1%     $135.04   $98.68     73.4%     $148.59   $109.06     100.4%    110.0%  110.5%


(1)  The above table is based on borrower financials and on a borrower-provided
     Smith Travel Research STAR Report as of August 2006. IV-12 competitive set
     figures are IV-12 as of October 2006.

     ESCROWS AND RESERVES. The Westin O'Hare Borrower is required to monthly
escrow 1/12 of annual real estate taxes and insurance premiums unless (i) no
event of default has occurred and is continuing, (ii) the Westin O'Hare Borrower
is reserving for such taxes and insurance premiums in accordance with the loan
agreement and the hotel management agreement and (iii) the lender shall have
received evidence of payment of such taxes and insurance premiums in accordance
with the loan agreement. The Westin O'Hare Borrower is furthermore required to
escrow monthly 1/12 of 4% of gross revenues as determined in the Westin O'Hare
Property's annual budget, which may be drawn, provided no event of default has
occurred and continuing, for the purpose of paying for FF&E expenditures
consistent with the Westin O'Hare Property's annual budget. The requirement for
the Westin O'Hare Borrower to make such FF&E escrows shall be waived to the
extent that (i) no event of default has occurred and is continuing, (ii) the
Westin O'Hare Borrower reserves for FF&E expenditures pursuant to the hotel
management agreement and (iii) the lender receives an acceptable pledge giving
the lender a security interest is such reserves.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Westin O'Hare Loan. The lockbox will be in place until the loan has been paid in
full.

     PROPERTY MANAGEMENT. The Westin O'Hare Property is managed by SLC Operating
Limited Partnership in its capacity as successor in interest to Westin Hotel
Company, pursuant to a management contract running from January 6, 1984 to
December 31, 2024 with three automatic ten-year renewals. The management
agreement is subordinate to the Westin O'Hare Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. One or more mezzanine loans
are permitted to be obtained by the owner or affiliates of the Westin O'Hare
Borrower in accordance with the terms of the loan agreement, which include, but
are not limited to (i) no event of default has occurred and is continuing, (ii)
the DSCR immediately following the closing of each mezzanine loan is no less
than 1.46x, (iii) the LTV immediately following the closing of each mezzanine
loan is not less than 77.1%, (iv) the proceeds of the mezzanine loans shall be
used solely to pay for capital expenditures incurred by the Westin O'Hare
Borrower and/or the operating tenant of the Westin O'Hare Property with respect
to alterations, improvements and expansion of the Westin O'Hare Property and (v)
the aggregate principal amount of all the mezzanine loans shall not exceed the
sum of all such capital expenditures.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Westin O'Hare Loan and the
Westin O'Hare Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-19



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 28 - 75 PARK PLACE
--------------------------------------------------------------------------------

                     75 Park Place (Photo) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-20



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 28 - 75 PARK PLACE
--------------------------------------------------------------------------------

                      75 Park Place (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-21



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 28 - 75 PARK PLACE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:            $85,000,000

CUIV-OFF DATE BALANCE:        $85,000,000

SHADOW RATING (FITCH/S&P):   BBB-/AAA

LOAN PURPOSE:                Refinance

FIRST PAYMENT DATE:          November 9, 2006

INTEREST RATE:               5.510%

AMORTIZATION:                Interest Only

ARD:                         NAP

HYPERAMORTIZATION:           NAP

MATURITY DATE:               October 9, 2016

EXPECTED MATURITY BALANCE:   $85,000,000

SPONSOR(S):                  Jack Resnick & Sons

INTEREST CALCULATION:        Actual/360

CALL PROTECTION:             Locked out until 2 years after the REMIC "starIV-
                             up" day, with U.S. Treasury defeasance thereafter.
                             Prepayable without a premium from and after July 9,
                             2016.

LOAN PER SF:                 $148.15
UP-FRONT RESERVES:           TI/LC:               $3,600,000

ONGOING RESERVES:            RE Tax:              Springing
                             Insurance:           Springing
                             Operating Expense:   Springing

LOCKBOX                      Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Urban

LOCATION:                                 New York, NY

YEAR BUILT/RENOVATED:                     1987/NAP

PERCENT LEASED(1):                        100.0%

SQUARE FOOTAGE:                           573,735

THE COLLATERAL:                           14-Story Class A Office building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Jack Resnick & Sons

3RD MOST RECENT NET OP. INCOME AS OF):    $11,017,968 (TTM 12/31/2003)

2ND MOST RECENT NET OP. INCOME (AS OF):   $9,936,919 (TTM 12/31/2004)

MOST RECENT NET OP. INCOME (AS OF):       $12,618,046 (TTM 12/31/2005)

U/W NET OP. INCOME:                       $11,383,586

U/W NET CASH FLOW:                        $10,459,105

U/W OCCUPANCY(2):                         93.5%

APPRAISED VALUE:                          $210,000,000

CUIV-OFF DATE LTV:                         40.5%

MATURITY DATE LTV:                        40.5%

DSCR:                                     2.20x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)  Based on the rent roll dated August 28, 2006.

(2)  Based on the rent roll as of August 28, 2006 and assuming that the 37,286
     square feet of RR Donnelley space is vacant on the basement floor.

THE 75 PARK PLACE LOAN

     THE LOAN. The fifth largest loan (the "75 Park Place Loan") as evidenced by
the Promissory Note (the "75 Park Place Note") is secured by a first priority
fee Deed of Trust (the "75 Park Place Mortgage") encumbering the 573,735 square
foot urban office building known as 75 Park Place, located in New York, NY (the
"75 Park Place Property"). The 75 Park Place Loan was originated on October 3,
2006 by or on behalf of Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Resnick 75 Park Place LLC, a Delaware limited
liability company (the "75 Park Place Borrower") that owns no material asset
other than the 75 Park Place Property and related interests. The 75 Park Place
Borrower is a limited partnership controlled by Jack Resnick & Sons, the sponsor
of the 75 Park Place Loan. Established in 1928, Jack Resnick & Sons is a premier
New York City property owner and developer with over 6 million square feet of
commercial space.

     THE PROPERTY. The 75 Park Place Property is located in New York, NY, and
occupies an entire city block in lower Manhattan, between West Broadway, Murray
Street, Greenwich Street and Park Place. The 75 Park Place Property was
originally constructed in 1987. It consists of a 573,735 square foot,
fourteen-story urban office building. The 75 Park Place Property is situated on
approximately 0.98 acres and includes 100 parking spaces.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-22



                             LEASE ROLLOVER SCHEDULE



                              AVERAGE     % OF                 % OF TOTAL
                                BASE     TOTAL                    BASE         CUMULATIVE
                                RENT     SQUARE   CUMULATIVE     RENTAL        % OF TOTAL
                # OF LEASES    PER SF     FEET      % OF SF     REVENUES       BASE RENTAL
    YEAR          ROLLING     ROLLING   ROLLING     ROLLING      ROLLING    REVENUES ROLLING
--------------------------------------------------------------------------------------------

    Vacant           0        $  0.00      0%          0%           0%              0%
     MTM             0        $  0.00      0%          0%           0%              0%
    2006             0        $  0.00      0%          0%           0%              0%
    2007             4        $ 52.50     23%         23%          32%             32%
    2008             0        $  0.00      0%         23%           0%             32%
    2009             1        $ 27.50      8%         31%           6%             38%
    2010             0        $  0.00      0%         31%           0%             38%
    2011             0        $  0.00      0%         31%           0%             38%
    2012             2        $ 27.93     35%         66%          26%             64%
    2013             1        $ 50.00      1%         67%           1%             66%
    2014             0        $  0.00      0%         67%           0%             66%
    2015             5        $ 39.00     33%        100%          34%            100%
2016 & Beyond        1        $188.57      0%        100%           0%            100%


     The following table presents certain information relating to the major
tenants at the 75 Park Place Property:



                                                                                          % OF TOTAL     ANNUALIZED
                                   CREDIT RATING                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                      (FITCH/                     % OF    UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
          TENANT NAME             MOODY'S/S&P)(1)   TENANT NRSF   NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
---------------------------------------------------------------------------------------------------------------------------------

CUNY (BMCC)                           --/--/AA        189,109      33%    $ 7,375,251         34%          $39.00      05/01/2015
RR Donnelley & Sons                  --/Baa2/A-       116,422      20%    $ 6,469,571         30%          $55.57      06/01/2007
City of NY Real Estate Division       --/--/AA        183,244      32%    $ 4,947,588         23%          $27.00      12/01/2012
Tradition Asiel Securities            --/--/--         47,260       8%    $ 1,299,650          6%          $27.50      08/01/2009
---------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                536,035      93%    $20,092,059         93%          $37.48
---------------------------------------------------------------------------------------------------------------------------------

Other Tenants                           NAP            37,700       7%    $ 1,414,437          7%          $37.52        Various
Vacant Space                            NAP                 0       0%    $         0          0%          $ 0.00          NAP
---------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                573,735     100%    $21,506,496        100%          $37.49
---------------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company if the parent guarantees
     the lease.

     ESCROWS AND RESERVES. Upon an event of default in accordance with the
related loan documents, the 75 Park Place Borrower is required to escrow 1/12 of
annual real estate taxes, insurance premiums, and operating expenses monthly. At
closing, the 75 Park Place Borrower deposited $3,600,000 for tenant improvements
and leasing commissions.

     LOCKBOX AND CASH MANAGEMENT. A springing hard lockbox is in place with
respect to the 75 Park Place Loan.

     PROPERTY MANAGEMENT. The 75 Park Place Property is managed by Jack Resnick
& Sons, which is an affiliate of the 75 Park Place Borrower. The management
agreement is subordinate to the 75 Park Place Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Provided no event of default
has occurred or is occurring under the related loan documents, an entity meeting
the requirements of the loan agreement, including holding a direct or indirect
one hundred percent interest in the 75 Park Place Borrower and having been
formed in order to serve as a mezzanine borrower, may incur mezzanine debt,
provided several additional conditions are met. These conditions include, but
are not limited to (i) collateral for the mezzanine loan consisting of only
pledges of the 75 Park Place Borrower's direct or indirect equity interests,
(ii) the mezzanine lender entering into an intercreditor agreement and (iii) the
LTV immediately following the closing of the mezzanine loan based on the 75 Park
Place loan and the mezzanine loan of no greater than 70%.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the 75 Park Place Loan and the 75
Park Place Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-23



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 29 - ROSSLYN HEIGHTS
--------------------------------------------------------------------------------

                   Rosslyn Heights (Photos) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-24



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 29 - ROSSLYN HEIGHTS
--------------------------------------------------------------------------------

                     Rosslyn Heights (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-25



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 29 - ROSSLYN HEIGHTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

ORIGINAL BALANCE:                         $64,200,000

CUIV-OFF DATE BALANCE:                     $64,200,000

SHADOW RATING (FITCH/S&P):                NAP

LOAN PURPOSE:                             Refinance

FIRST PAYMENT DATE:                       December 5,  2006

INTEREST RATE:                            5.570%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            November 5, 2011

EXPECTED MATURITY BALANCE:                $64,200,000

SPONSOR:                                  Ralph Dweck

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Lockout until 25 months after the
                                          REMIC starIV-up day, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without a premium any time
                                          after August 4, 2011.

LOAN PER UNIT:                            $175,410

UP-FRONT RESERVES:                        RE Tax:                   $98,415

                                          Insurance:                $11,648

                                          Deferred Maintenance:     $49,525

ONGOING RESERVES:                         RE Tax:                   $49,207

                                          Insurance:                $ 5,824

                                          Cap Ex(1):                $ 6,100

LOCKBOX:                                  Soft, Springing to Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Multifamily

PROPERTY SUB-TYPE:                        Mid-Rise

LOCATION:                                 Rosslyn, VA

YEAR BUILT/RENOVATED:                     1987-1989/2002-2006

PERCENT LEASED(2):                        96.5%

UNITS:                                    366

THE COLLATERAL:                           Six 6-story residential towers

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Gates, Hudson & Associates, Inc.

3RD MOST RECENT NET OP. INCOME (AS OF):   $4,578,078 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $5,150,051 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $5,202,976 (TTM 07/31/2006)

U/W NET OP. INCOME:                       $5,430,536

U/W NET CASH FLOW:                        $5,320,736

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $101,800,000

CUIV-OFF DATE LTV:                         63.1%

MATURITY DATE LTV:                        63.1%

DSCR:                                     1.47x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)  Subject to a cap of $73,200.

(2)  Based on the rent roll dated October 1, 2006.

THE ROSSLYN HEIGHTS LOAN

     THE LOAN. The sixth largest loan (the "Rosslyn Heights Loan"), as evidenced
by the Promissory Note and Loan Agreement, is secured by a first priority fee
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing encumbering the 366 unit mid-rise apartment complex known as Rosslyn
Heights, located in Rosslyn, VA (the "Rosslyn Heights Property"). The Rosslyn
Heights Loan was originated on October 31, 2006 by or on behalf of Prudential
Mortgage Capital Funding, LLC.

     THE BORROWER. The borrower is Rosslyn Heights, LLC, a Virginia limited
liability company (the "Rosslyn Heights Borrower") that owns no material asset
other than the Rosslyn Heights Property and related interests. The Rosslyn
Heights Borrower is controlled by the sponsor Ralph Dweck. Since 1972, Mr. Dweck
has developed or acquired a variety of properties throughout the Washington,
D.C. metropolitan area including over 300,000 square feet of retail shopping
centers, 1.5 million square feet of warehouse space, 4,500 apartment units and
over 2.0 million square feet of office space. Ralph Dweck is required to
maintain a minimum net worth of $20 million throughout the term of the Rosslyn
Heights Loan.

     THE PROPERTY. The Rosslyn Heights Property is located in Rosslyn, VA, at
1804 North Quinn Street, a short distance from Washington, D.C., directly across
the Potomac River. The Rosslyn Heights Property was originally constructed
between 1987 and 1989, and renovated between 2002 and 2006. It consists of 366
units among six 6-story mid-rise apartment buildings. The Rosslyn Heights
Property is situated on approximately 6.77 acres and includes 419 parking
spaces. Recent renovations at the Rosslyn Heights Property totaled approximately
$4.2 million comprising landscape improvements, party room redecoration,
exterior lighting improvements, siding and painting improvements, roof
replacement and concrete masonry repairs.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-26





                                               AVERAGE SF  AVERAGE MONTHLY  AVERAGE MONTHLY
UNIT TYPE(1)  NUMBER OF UNITS  PERCENT LEASED   PER UNIT    RENT PER UNIT     RENT PER SF
------------  ---------------  --------------  ----------  ---------------  ---------------

1-Bedroom           255             96.5%           919         $1,749           $1.90
2-Bedroom           111             96.4%         1,063         $2,034           $1.91
TOTAL               366             96.5%           963         $1,836           $1.91


(1)  The above table is based on the appraisal and the rent roll dated October
     1, 2006.

     ESCROWS AND RESERVES. The Rosslyn Heights Borrower is required to escrow
1/12 of estimated annual real estate taxes and insurance premiums monthly. The
amounts shown under the Loan Information section above are the current monthly
collections. Also, the Rosslyn Heights Borrower is required to escrow $6,100
monthly for ongoing replacement reserves, subject to a cap of $73,200.

     LOCKBOX AND CASH MANAGEMENT. A soft lockbox is in place with respect to the
Rosslyn Heights Loan. An account was established at the closing of the Rosslyn
Heights Loan in the name of the Rosslyn Heights Borrower and under the control
of the lender. A hard lockbox will be established if an event of default occurs
or if the DSCR of the Rosslyn Heights Loan falls below 1.10x on a 30-year
amortizing basis.

     PROPERTY MANAGEMENT. The Rosslyn Heights Property is managed by Gates,
Hudson & Associates, Inc., which is not affiliated with the Rosslyn Heights
Borrower. The management agreement is subordinate to the Rosslyn Heights Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.


     Certain additional information regarding the Rosslyn Heights Loan and the
Rosslyn Heights Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-27



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 30 - GATEWAY CENTER IV
--------------------------------------------------------------------------------

                  Gateway Center IV (Photos) has been Omitted.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-28



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 30 - GATEWAY CENTER IV
--------------------------------------------------------------------------------

                   Gateway Center IV (Map) has been Omitted.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-29



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 30 - GATEWAY CENTER IV
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:            $61,000,000

CUIV-OFF DATE BALANCE:        $61,000,000

SHADOW RATING (FITCH/S&P):   NAP

LOAN PURPOSE:                Acquisition

FIRST PAYMENT DATE:          December 1, 2006

INTEREST RATE:               5.960%

AMORTIZATION:                Interest only through November 1, 2011. Principal
                             and interest payments of $364,158.58 beginning
                             December 1, 2011 through the maturity date.

ARD:                         NAP

HYPERAMORTIZATION:           NAP

MATURITY DATE:               November 1, 2016

EXPECTED MATURITY BALANCE:   $57,111,536

SPONSOR(S):                  Steven Greenberg and Jeffrey Greenberg

INTEREST CALCULATION:        Actual/360

CALL PROTECTION:             Locked out until 2 years after the REMIC "starIV-
                             up" day, with U.S. Treasury defeasance thereafter.
                             Prepayable without a premium from and after August
                             1, 2016.

LOAN PER SF:                 $186.47

UP-FRONT RESERVES:           RE Tax:                        $112,810

                             Insurance:                     $15,748

                             McCarter Lease Rollover(1):    $2,168,000

                             Master Lease Reserve(1):       $615,169

ONGOING RESERVES:            RE Tax:                        $112,810/month

                             Insurance:                     $7,874/month

                             Cap Ex(2):                     $5,262/month

                             McCarter Lease Rollover(1):    See "Escrows and
                                                            Reserves"

                             Prudential Lease Rollover(1):  Springing

                             Lease Termination Rollover(1): Springing

LOCKBOX:                     Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Urban

LOCATION:                                 Newark, NJ

YEAR BUILT/RENOVATED:                     1987/1992

PERCENT LEASED(3):                        97.9%

SQUARE FOOTAGE:                           327,135

THE COLLATERAL:                           15-story office building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      G4 Operating Company, LLC

3RD MOST RECENT NET OP. INCOME (AS OF):   $4,452,026 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $5,739,676 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $6,170,238 (TTM 08/31/2006)

U/W NET OP. INCOME:                       $5,532,415

U/W NET CASH FLOW:                        $5,205,016

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $77,000,000

CUIV-OFF DATE LTV:                         79.2%

MATURITY DATE LTV:                        74.2%

DSCR:                                     1.41x

POST IO DSCR:                             1.19x
--------------------------------------------------------------------------------

(1)  See "Escrows and Reserves" for specific details.

(2)  Monthly payments will not be required so long as the balance of the Cap Ex
     reserve account is at least $327,135.

(3)  Based on the rent roll dated November 1, 2006.

THE GATEWAY CENTER IV LOAN

     THE LOAN. The seventh largest loan (the "Gateway Center IV Loan") as
evidenced by the Promissory Note is secured by a first priority fee Mortgage and
Security Agreement encumbering the approximately 327,135 square foot office
building known as "Gateway Center IV", located in Newark, NJ (the "Gateway
Center IV Property"). The Gateway Center IV Loan was originated on October 24,
2006 by or on behalf of LaSalle Bank National Association.

     THE BORROWER. The borrowers are Heritage Gateway, LLC; Marine One
Associates III, LLC; Ridgewood 2000 Associates III, LLC; JPG Real Estate III,
LLC; and Ivy Gateway, LLC, each a Delaware limited liability company
(collectively, the "Gateway Center IV Borrower"). Each entity owns no material
assets other than the Gateway Center IV Property and all entities are jointly
and severally liable for the repayment of the Gateway Center IV Loan. The
Gateway Center IV Borrower holds title to the Gateway Center IV Property in fee
as tenants-in-common. The sponsors of the Gateway Center IV Loan are Steven
Greenberg and Jeffrey Greenberg, both owners and managers of Heritage Management
Company, L.L.C., a real estate investment, development and management company.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-30



     THE PROPERTY. The Gateway Center IV Property is located at 100 Mulberry
Street in Newark, NJ. The Gateway Center IV Property was originally constructed
in 1987 and renovated in 1992. It consists of an approximately 327,135 square
foot, 15 story Class A office building, located within a four-building complex
known as "Gateway Center". The Gateway Center IV Property is situated on
approximately 1.6 acres and includes approximately 2,500 parking spaces that are
shared between the four Gateway Center buildings.

                             LEASE ROLLOVER SCHEDULE



                                                                                      % OF TOTAL BASE   CUMULATIVE % OF TOTAL
                # OF LEASES   AVERAGE BASE RENT   % OF TOTAL SQUARE    CUMULATIVE %   RENTAL REVENUES        BASE RENTAL
    YEAR          ROLLING       PER SF ROLLING       FEET ROLLING     OF SF ROLLING       ROLLING          REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------------------------

   Vacant            1              $ 0.00                2%                 2%              0%                         0%
     MTM             4              $ 4.04                2%                 4%              0%                         0%
    2006             0              $ 0.00                0%                 4%              0%                         0%
    2007             0              $ 0.00                0%                 4%              0%                         0%
    2008             1              $27.68               45%                49%             50%                        50%
    2009             1              $27.75                1%                50%              1%                        51%
    2010             0              $ 0.00                0%                50%              0%                        51%
    2011             0              $ 0.00                0%                50%              0%                        51%
    2012             0              $ 0.00                0%                50%              0%                        51%
    2013             0              $ 0.00                0%                50%              0%                        51%
    2014             2              $24.48               50%               100%             49%                       100%
    2015             0              $ 0.00                0%               100%              0%                       100%
2016 & Beyond        0              $ 0.00                0%               100%              0%                       100%


        The following table presents certain information relating to the major
tenants at the Gateway Center IV Property:



                                                                                          % OF TOTAL     ANNUALIZED
                                  CREDIT RATING                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                     (FITCH/        TENANT                UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
          TENANT NAME            MOODY'S/S&P)(1)     RSF     % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
---------------------------------------------------------------------------------------------------------------------------------

McCarter & English, LLP             --/--/--       147,232       45%       $4,075,272         50%          $27.68      02/29/2008
The Prudential Insurance
   Company of America              AA-/Aa3/AA-     140,670       43%       $3,381,023         41%          $24.04      12/31/2014
United Healthcare Services Inc.      A/A2/A         22,575        7%       $  615,169          8%          $27.25      03/31/2014
---------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                             310,477       95%       $8,071,463         99%          $26.00
---------------------------------------------------------------------------------------------------------------------------------
Other Tenants                          NAP           9,688        3%       $   99,566          1%          $10.28       Various
Vacant Space                           NAP           6,970        2%       $        0          0%          $ 0.00         NAP
---------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                             327,135      100%       $8,171,028        100%          $24.98
---------------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     ESCROWS AND RESERVES. The Gateway Center IV Borrower is required to escrow
monthly 1/12 of annual real estate taxes and insurance premiums. The amounts
shown as Ongoing Reserves in the Loan Information table above are the current
monthly collections.

     At closing, the Gateway Center IV Borrower deposited $2,168,000 into a
reserve account (the "McCarter Lease Rollover Account") with respect to the
space leased to McCarter & English, LLP (the "McCarter Space"). Monthly payments
in an amount equal to the lesser of (i) $122,133 or (ii) the amount available
for the purpose of making the monthly payments under the provisions of the cash
management agreement are required to be made until the balance of the McCarter
Lease Rollover Account is at least $4,000,000. If the balance of the McCarter
Lease Rollover Account is not at least $4,000,000 by February 1, 2008, the
Gateway Center IV Borrower will be required to deposit, no later than February
5, 2008, the amount that is required to bring the balance to $4,000,000.
Provided that there exists no event of default under the loan documents, funds
in the McCarter Lease Rollover Account will be released to the Gateway Center IV
Borrower upon the satisfaction of certain terms and conditions, including, but
not limited to: (i) McCarter & English, LLP renewing its lease of the entire
McCarter Space for a term of at least 10 years at an annual rent of not less
than $28.00 per square foot, or (ii) an acceptable replacement tenant or tenants
leasing all or a portion of the McCarter Space for a term of at least 10 years
at an annual rent of not less than $28.00 per square foot. In the event a
replacement tenant or tenants leases a portion of the McCarter Space, as set
forth above, funds in the McCarter Lease Rollover Account will be released pro
rata with the percentage of the McCarter Space leased.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-31



     In the event that either McCarter & English, LLP renews its lease for the
entire McCarter Space for a term of at least 5 years, but less than 10 years, or
a replacement tenant leases the entire McCarter Space for a term of at least 5
years, but less than 10 years, all funds in the McCarter Lease Rollover Account
will be disbursed provided that no event of default exists. Thereafter, monthly
payments payable by the Gateway Center IV Borrower will commence in an amount
equal to the lesser of (i) $4,000,000 divided by the number of monthly payment
dates occurring between the commencement date of the renewal term of the lease
to McCarter & English, LLP or to a replacement tenant and February 1, 2013 or
(ii) the amount available for the purpose or making the monthly payments under
provisions of the cash management agreement. Monthly payments will be required
until the balance of the McCarter Lease Rollover Account is at least $4,000,000
and if the balance of the McCarter Lease Rollover Account is not at least
$4,000,000 by February 1, 2013, the Gateway Center IV Borrower will be required
to deposit, no later than February 5, 2013, the amount that is required to bring
the balance to $4,000,000.

     At closing, the Gateway Center IV Borrower deposited $615,169 into a
reserve account (the "Master Lease Account"). Provided that there exists no
event of default under the loan documents, $360,598 will be released to the
Gateway Center IV Borrower upon the satisfaction of certain terms and
conditions, including, but not limited to: the Gateway Center IV Borrower
receiving an executed lease from United Healthcare Services Inc. or an
acceptable replacement tenant or tenants with a term of at least 5 years and a
rent of no less than $27.75 per square foot for the portion of the Gateway
Center IV Property now leased to G4 Operating Company, LLC. The balance of the
funds in the Master Lease Account will be released to the Gateway Center IV
Borrower when United Healthcare Services Inc. or a replacement tenant or tenants
takes physical occupancy of the portion of the Gateway Center IV Property now
leased to G4 Operating Company, LLC and begins paying rent.

     In the event that Prudential Insurance Company of America ("Prudential")
has not renewed its lease for a term of at least 5 years at an annual rent of no
less than $25.00 per square foot, then commencing January 1, 2014, the Gateway
Center IV Borrower will be required to make monthly payments in an amount equal
to $175,833 into a reserve account (the "Prudential Lease Rollover Account")
with respect to the space leased to Prudential (the "Prudential Space"). Monthly
payments will be required until the balance of the Prudential Lease Rollover
Account is at least $2,110,000 and if the balance of the Prudential Lease
Rollover Account has not reached $2,110,000 by December 1, 2014, then the
Gateway Center IV Borrower is required to deposit the amount to bring the
balance of the Prudential Lease Rollover Account to $2,110,000 by December 5,
2014. Provided that there exists no event of default under the loan documents,
funds contained in the Prudential Lease Rollover Account will be released to the
Gateway Center IV Borrower upon the satisfaction of certain terms and
conditions, including, but not limited to: (i) Prudential renewing its lease of
the entire Prudential Space for a term of at least 5 years at an annual rent of
no less than $25.00 per square foot or (ii) an acceptable replacement tenant or
tenants leasing all or a portion of the Prudential Space for a term of at least
5 years at an annual rent of no less than $25.00 per square foot. In the event a
replacement tenant or tenants leases a portion of the Prudential Space, funds in
the Prudential Lease Rollover Account will be released pro rata based upon the
percentage of Prudential Space leased by a replacement tenant(s).

     In the event that the Gateway Center IV Borrower receives a fee, payment,
or other compensation from any tenant relating to or in exchange for the
termination of such tenant's lease (a "Lease Termination Fee"), the Gateway
Center IV Borrower is required to deposit such Lease Termination Fee into a
lease termination rollover account to be used by the Gateway Center IV Borrower
(i) for tenant improvements and leasing commissions with respect to releasing
the space vacated by such tenant (a "Termination Space") and (ii) in the event
there is any Rent Deficiency (as defined below) with respect to the Termination
Space, in replacement of rent payable to the Gateway Center IV Borrower. The
difference between the amount of monthly rent received from the replacement
tenant and the amount of monthly rent received from the previous tenant leasing
a Termination Space is the "Rent Deficiency".

     The Gateway Center IV Borrower may post a letter of credit from an eligible
institution, as defined in the loan documents, in lieu of making payments to any
of the capital expenditure reserve account, the McCarter Lease Rollover Account,
and/or the Prudential Lease Rollover Account, provided the aggregate amount of
any letter of credit and cash on deposit with respect to the aforementioned
accounts is at a minimum equal to the aggregate amount that the Gateway Center
IV Borrower is required to have on deposit as detailed above.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Gateway Center IV Loan. The lockbox will remain in place until the Gateway
Center IV Loan has been paid in full.

     PROPERTY MANAGEMENT. The Gateway Center IV Property is managed by G4
Operating Company, LLC, an affiliate of the Gateway IV Borrower. The management
agreement is subordinate to the Gateway Center IV Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The parent entities of the
Gateway Center IV Borrower have obtained mezzanine financing in the amount of
$7,550,000 (the "Current Mezzanine Financing"). An intercreditor agreement is in
effect between the lender and the mezzanine loan lender. Additionally, future
mezzanine financing is permitted upon the satisfaction of certain terms and
conditions, including, but not limited to: (i) the Current Mezzanine Financing
has been paid in full, (ii) no event of default exists under the loan documents,
(iii) no indebtedness other than the Gateway Center IV Loan encumbers the
Gateway Center IV Property, (iv) the mezzanine loan and the Gateway Center IV
Loan results in (a) an aggregate LTV no greater than 90% and (b) an aggregate
DSCR no less than 0.94x and an aggregate DSCR based on an annual loan constant
of 10.09% of no less than 0.70x, (v) the new mezzanine lender enters into an
intercreditor agreement in form and substance acceptable to the lender and (vi)
a confirmation is received from each rating agency that the incurrence of such
mezzanine loan will not cause the rating on any class of certificates to be
qualified, withdrawn, or downgraded.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-32



     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Gateway Center IV Loan and the
Gateway Center IV Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-33



--------------------------------------------------------------------------------
                 MORTGAGE LOAN NO. 31 - GATEWAY OFFICE BUILDING
--------------------------------------------------------------------------------

                Gateway Office Building (Photos) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-34



--------------------------------------------------------------------------------
                 MORTGAGE LOAN NO. 31 - GATEWAY OFFICE BUILDING
--------------------------------------------------------------------------------

                 Gateway Office Building (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-35



--------------------------------------------------------------------------------
                 MORTGAGE LOAN NO. 31 - GATEWAY OFFICE BUILDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                         $56,200,000

CUIV-OFF DATE BALANCE:                     $56,200,000

SHADOW RATING (FITCH/S&P):                NAP

LOAN PURPOSE:                             Acquisition

FIRST PAYMENT DATE:                       December 1, 2006

INTEREST RATE:                            5.680%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            November 1, 2016

EXPECTED MATURITY BALANCE:                $56,200,000

SPONSOR:                                  Jerold E. Williamson

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Lockout until two years after the
                                          REMIC starIV-up date, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without penalty on and
                                          after August 1, 2016.

LOAN PER SF:                              $235.70

UP-FRONT RESERVES:                        RE Tax:                 $90,126
                                          TI/LC:                  $600,000
                                          Tenant Reserve(1):      $869,433
                                          Tenant Reserve(2):      $67,058
                                          Tenant Reserve(3):      $21,561
                                          Deferred Maintenance:   $155,304
                                          Free Rent:              $172,247

ONGOING RESERVES                          RE Tax:                 $45,063/month
                                          Insurance:              Springing
                                          TI/LC:                  $22,833/month
                                          CapEx:                  $3,378/month

LOCKBOX:                                  Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Urban

LOCATION:                                 Rockville, MD

YEAR BUILT/RENOVATED:                     1972/2001

PERCENT LEASED((4)):                      91.9%

SQUARE FOOTAGE:                           238,437

THE COLLATERAL:                           A nine-story office building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      McShea Management, Inc.

3RD MOST RECENT NET OP. INCOME (AS OF):   $2,879,424 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $2,779,475 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $3,021,210 (TTM 07/31/2006)

U/W NET OP. INCOME:                       $4,638,410

U/W NET CASH FLOW:                        $4,019,865

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $72,000,000

CUIV-OFF DATE LTV:                         78.1%

MATURITY DATE LTV:                        78.1%

DSCR:                                     1.24x

POSIV-IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)  With respect to the Structural Design Group tenant.

(2)  With respect to the Affiliated Engineers Metro DC tenant.

(3)  With respect to the Excelente Settlement, Inc. tenant.

(4)  Based on the rent roll dated November 1, 2006.

THE GATEWAY OFFICE LOAN

     THE LOAN. The sixth largest loan (the "Gateway Office Loan"), as evidenced
by the Promissory Note, is secured by a first priority fee Deed of Trust (the
"Gateway Office Mortgage") encumbering the 238,437 square foot urban office
building known as the Gateway Office Building, located in Rockville, MD (the
"Gateway Office Property"). The Gateway Office Loan was originated on October
26, 2006 by or on behalf of Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Gateway Tower, LLC, a Maryland limited
liability company (the "Gateway Office Borrower") that owns no material asset
other than the Gateway Office Property and related interests. The Gateway Office
Borrower is wholly owned by Glenrock Joint Venture, which is 33.3% owned by
Jerold E. Williamson, the sponsor of the Gateway Office Loan, 33.3% by Leonard
M. Murphy, and 33.3% by Andrew V. Donnally, on an individual basis and through a
limited partnership and revocable trusts.

     THE PROPERTY. The Gateway Office Property is located in Rockville, MD at
401 N. Washington Street, approximately twenty miles northwest of Washington,
D.C. It consists of a 238,437 square foot, nine-story urban office building and
retail annex. It is situated on approximately 3.9 acres and includes a
five-level parking garage that contains 676 parking spaces.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-36



                             LEASE ROLLOVER SCHEDULE



                                                                                           CUMULATIVE
                                   AVERAGE                                   % OF TOTAL    % OF TOTAL
                                UNDERWRITTEN      % OF TOTAL   CUMULATIVE   BASE RENTAL   BASE RENTAL
                # OF LEASES   BASE RENT PER SF   SQUARE FEET     % OF SF      REVENUES      REVENUES
     YEAR         ROLLING          ROLLING         ROLLING       ROLLING      ROLLING       ROLLING
-----------------------------------------------------------------------------------------------------

     Vacant          1             $ 0.00             8%            8%           0%           0%
      MTM            0             $ 0.00             0%            8%           0%           0%
     2006            0             $ 0.00             0%            8%           0%           0%
     2007            0             $ 0.00             0%            8%           0%           0%
     2008            0             $ 0.00             0%            8%           0%           0%
     2009            3             $26.70             3%           11%           3%           3%
     2010            3             $29.01             5%           16%           5%           9%
     2011            1             $28.00            20%           37%          22%          30%
     2012            7             $28.65            13%           50%          15%          45%
     2013            6             $28.80            43%           93%          48%          92%
     2014            3             $28.95             7%          100%           8%         100%
     2015            0             $ 0.00             0%          100%           0%         100%
2016 & Beyond        0             $ 0.00             0%          100%           0%         100%
----------------------------------------------------------------------------------------------------


     The following table presents certain information relating to the major
tenants at the Gateway Office Property:



                                                                                           % OF TOTAL     ANNUALIZED
                                        CREDIT RATING                       ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                           (FITCH/        TENANT   % OF    UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
             TENANT NAME               MOODY'S/S&P)(1)     NRSF    NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
----------------------------------------------------------------------------------------------------------------------------------

The EMMES Corporation                      --/--/--       71,494    30%     $2,102,862         34%          $29.41      05/31/2013
ADP                                      AAA/Aaa/AAA      48,235    20%     $1,350,725         22%          $28.00      02/28/2011
GSA - Social Security Administration     AAA/Aaa1/AAA     12,230     5%     $  381,181          6%          $31.17      12/10/2012
Montgomery County                          --/--/--       12,230     5%     $  364,170          6%          $29.78      10/31/2012
Structural Design Group                    --/--/--       13,095     5%     $  353,565          6%          $27.00      11/30/2013
VanGrack, Axelson, Williamowsky,
Bender & Fishman                           --/--/--       10,754     5%     $  293,799          5%          $27.32      05/31/2014
Affiliated Engineers Metro, DC             --/--/--       10,796     5%     $  291,492          5%          $27.00      08/31/2013
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                   178,834    75%     $5,137,794         82%          $28.73
----------------------------------------------------------------------------------------------------------------------------------
Other Tenants                                NAP          40,250    17%     $1,117,025         18%          $27.75        Various
Vacant                                       NAP          19,353     8%     $        0          0%          $ 0.00          NAP
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                   238,437   100%     $6,254,819        100%          $28.55
----------------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     ESCROWS AND RESERVES. On the closing date, the Gateway Office Borrower
deposited $90,126 into a tax reserve, $600,000 into a tenant improvements and
leasing commission reserve, and $172,247 into a free rent reserve. With respect
to the Structural Design Group tenant, the Gateway Office Borrower deposited
$425,587 for tenant improvements, $370,000 for rent, and $73,846 for leasing
commissions. With respect to the Excelente Settlements, Inc. tenant, the Gateway
Office Borrower deposited $21,561 for tenant improvements. With respect to the
Affiliated Engineers Metro tenant, the Gateway Office Borrower deposited $67,058
for tenant improvements.

     The Gateway Office Borrower is required to escrow 1/12 of the annual real
estate taxes and insurance premiums monthly, provided however, that the
insurance escrow requirement is suspended so long as the Gateway Office Borrower
maintains all required insurance coverages and pays all premiums in full at
least 30 days before policy expiration. On each monthly payment date beginning
in January 1, 2007, the Gateway Office Borrower is required to deposit $3,378
into a capital expenditures reserve and $22,833 into a tenant improvement and
leasing commissions reserve. These funds are required to be disbursed to the
Gateway Office Borrower upon the satisfaction of certain conditions set forth in
the loan documents.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Gateway Office Loan.

     PROPERTY MANAGEMENT. The Gateway Office Property is managed by McShea
Management, Inc.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The parent company of the
Gateway Office Borrower, Glenrock Two, LLC, a Maryland limited liability
company, has obtained mezzanine financing in the amount of $2,200,000. An
intercreditor agreement is in effect between the lender and the mezzanine loan
lender

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-37



     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Gateway Office Loan and the
Gateway Office Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-38



                      [THIS PAGE INTENTIONALLY LEFT BLANK]

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-39



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 32 - HARBOUR CENTRE
--------------------------------------------------------------------------------

                    Harbour Centre (Photos) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-40



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 32 - HARBOUR CENTRE
--------------------------------------------------------------------------------

                      Harbour Centre (Map) has been Omitted

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-41



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 32 - HARBOUR CENTRE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

ORIGINAL BALANCE:            $51,180,000

UIV-OFF DATE BALANCE:         $51,180,000

SHADOW RATING (FITCH/S&P):   NAP

LOAN PURPOSE:                Acquisition

FIRST PAYMENT DATE:          June 1, 2006

INTEREST RATE:               5.610%

AMORTIZATION:                Interest only through May 1, 2011.  Principal and
                             interest payments of $294,136.43 beginning June
                             1, 2011 through the maturity date.

ARD:                         NAP

HYPERAMORTIZATION:           NAP

MATURITY DATE:               May 1, 2016

EXPECTED MATURITY BALANCE:   $47,703,673

SPONSOR:                     Triple Net Properties, LLC

INTEREST CALCULATION:        Actual/360

CALL PROTECTION:             Locked out until 2 years after the REMIC "starIV-
                             up" day, with U.S. Treasury defeasance thereafter.
                             Prepayable without a premium from and after
                             March 1, 2016.

LOAN PER SF:                 $235.79

UP-FRONT RESERVES:           RE Tax:                       $471,713
                             Insurance:                    $32,078
                             Cap Ex:                       $100,000
                             TI/LC(1):                     $1,000,000
                             Deferred Maintenance:         $100,000
                             TI/LC Holdback(2):            $571,650
                             Debt Service Holdback(2):     $180,000
                             Rent Abatement Holdback(2):   $550,020

ONGOING RESERVES:            RE Tax:                       $78,619/month
                             Insurance:                    $5,346/month
                             Cap Ex:                       $1,783/month
                             TI/LC(1):                     $17,945/month

LOCKBOX:                     Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Suburban

LOCATION:                                 Aventura, FL

YEAR BUILT/RENOVATED:                     2003/NAP

PERCENT LEASED(3):                        89.7%

SQUARE FOOTAGE:                           217,056

THE COLLATERAL:                           11-story office building and a
                                          one-story annex building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Triple Net Properties Realty, Inc.

3RD MOST RECENT NET OP. INCOME (AS OF):   NAP

2ND MOST RECENT NET OP. INCOME (AS OF):   $1,787,691 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $4,118,126 (IV-6 09/30/2006 Ann.)

U/W NET OP. INCOME:                       $4,700,833

U/W NET CASH FLOW:                        $4,458,821

U/W OCCUPANCY:                            90.2%

APPRAISED VALUE:                          $70,000,000

CUIV-OFF DATE LTV:                         73.1%

MATURITY DATE LTV:                        68.1%

DSCR:                                     1.53x

POST IO DSCR:                             1.26x
--------------------------------------------------------------------------------

(1)  Monthly payments will not be required so long as the balance of the TI/LC
     reserve account is at least $400,000.

(2)  See "Escrows and Reserves" for specific details.

(3)  Based on the rent roll dated November 1, 2006.

THE HARBOUR CENTRE LOAN

     THE LOAN. The ninth largest loan (the "Harbour Centre Loan") as evidenced
by the Promissory Note is secured by a first priority fee Mortgage, Security
Agreement and Fixture Filing encumbering an approximately 208,556 square foot
office building, an approximately 8,500 square foot annex building and a
detached parking garage, all known as "Harbour Centre", located in Aventura, FL
(the "Harbour Centre Property"). The Harbour Centre Loan was originated on April
28, 2006 by or on behalf of LaSalle Bank National Association.

     THE BORROWER. The borrowers are NNN Aventura Harbour Centre, LLC, a
Delaware limited liability company and 33 special purpose entities
(collectively, the "Harbour Centre Borrower"). Each entity owns no material
assets other than the Harbour Centre Property and all entities are jointly and
severally liable for the repayment of the Harbour Centre Loan. The Harbour
Centre Borrower

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-42



holds title to the Harbour Centre Property in fee as tenants-in-common. The
sponsor of the Harbour Centre Borrower is Triple Net Properties, LLC ("Triple
Net"). Since 1998, Triple Net has specialized in providing 1031 replacement
property solutions. As of November, 2006, Triple Net manages a portfolio of over
30.9 million square feet of office, industrial, multi-family and retail
properties with a market value of more than $4.2 billion. Triple Net, and
certain of its affiliates, are currently the subject of an SEC investigation and
these affiliates that are public companies advised or managed by Triple Net have
reported that numerical and other information in their securities offering
disclosure documents were incorrect as further described under "RISK FACTORS -
Legal Action Arising Out Of Ordinary Business Could Adversely Affect Payments On
Your Certificates" in the free writing prospectus. Triple Net provided a special
guaranty for any loss or liability arising from the SEC investigation.

     THE PROPERTY. The Harbour Centre Property is located at 18851 NE 29th
Avenue in Aventura, FL, approximately 13.5 miles north of the Miami central
business district. The Harbour Centre Property was constructed in 2003. The
Harbour Centre Property consists of an approximately 208,556 square foot
11-story Class A office building, an approximately 8,500 square foot one-story
annex building and a seven-story detached parking garage with approximately
1,003 parking spaces. The Harbour Centre Property is situated on approximately
3.840 acres.

                             LEASE ROLLOVER SCHEDULE



                            AVERAGE BASE   % OF TOTAL  CUMULATIVE   % OF TOTAL    CUMULATIVE %
               # OF LEASES  RENT PER SF   SQUARE FEET   % OF SF    BASE RENTAL    OF TOTAL BASE
    YEAR         ROLLING    ROLLING         ROLLING     ROLLING      ROLLING    REVENUES ROLLING
------------------------------------------------------------------------------------------------

   Vacant            1        $0.00            10%         10%          0%            0%
     MTM             0        $0.00             0%          0%          0%            0%
    2006             0        $0.00             0%         10%          0%            0%
    2007             1       $21.00             6%         16%          6%            6%
    2008             2       $24.62             2%         18%          2%            8%
    2009             7       $25.83             6%         25%          7%           15%
    2010            10       $25.17            16%         41%         18%           34%
    2011             3       $24.47             3%         44%          4%           37%
    2012             0        $0.00             0%         44%          0%           37%
    2013             5       $25.95            18%         63%         21%           59%
    2014             5       $25.65            18%         80%         20%           79%
    2015             3       $24.19            20%        100%         21%          100%
2016 & Beyond        0        $0.00             0%        100%          0%          100%
------------------------------------------------------------------------------------------------


     The following table presents certain information relating to the major
tenants at the Harbour Centre Property:



                                                                                     % OF TOTAL    ANNUALIZED
                                 CREDIT RATING                        ANNUALIZED     ANNUALIZED   UNDERWRITTEN
                                    (FITCH/       TENANT             UNDERWRITTEN   UNDERWRITTEN    BASE RENT       LEASE
          TENANT NAME           MOODY'S/S&P)(1)    NRSF   % OF NRSF  BASE RENT ($)    BASE RENT   ($ PER NRSF)    EXPIRATION
-----------------------------------------------------------------------------------------------------------------------------

Aventura Business Center, Inc.      --/--/--      19,410       9%      $  483,914        11%         $24.93       12/31/2013
Bank Hapoalim, B.M.                BBB+/A2/A-     19,963       9%      $  472,923        11%         $23.69     04/30/2015(2)
UBS Financial Services Inc.       AA+/Aa2/AA+     19,127       9%      $  459,725        11%         $24.04     02/28/2014(3)
Parthenon Salon Studios
   at Aventura, LLC                 --/--/--      12,029       6%      $  327,528         8%         $27.23       04/30/2015
DTG of Aventura, Inc.               --/--/--      11,295       5%      $  317,161         7%         $28.08       06/30/2014
Roth, Rousso & Darrach, P.A.        --/--/--       9,705       4%      $  257,401         6%         $26.52       10/31/2013
-----------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                            91,529      42%      $2,318,652        53%         $25.33
-----------------------------------------------------------------------------------------------------------------------------
Other Tenants                         NAP        103,121      48%      $2,047,361        47%         $19.85        Various
Vacant Space                          NAP         22,406      10%      $        0         0%          $0.00          NAP
-----------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                           217,056     100%       4,366,013       100%         $20.11
-----------------------------------------------------------------------------------------------------------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Tenant has a one time right to terminate its lease between the 60th-72nd
     months of the lease term upon nine months notice to the Harbour Centre
     Borrower. The fee for termination shall consist of (i) reimbursement to the
     Harbour Centre Borrower of $10.00 per square foot attributable to the
     tenant improvement allowance for the initial term for that portion of the
     lease so terminated and (ii) a payment equal to the estimated average rent
     due for the first six months after such lease termination.

(3)  Tenant shall have the option to terminate its lease or reduce its square
     footage by up to 10,000 rentable square feet prior to the expiration of the
     fifth year of its lease term. Both a cancellation of its lease or a
     reduction in rentable square footage shall require written notice from
     tenant to the Harbour Centre Borrower of at least six months prior to the
     expiration of the fifth year of the lease term. In the event the tenant
     elects to exercise its cancellation option or reduce its square footage,
     the tenant shall pay to the Harbour Centre Borrower a fee equal to the
     unamortized tenant improvement allowance and unamortized real estate
     brokerage commissions paid or to be paid by the Harbour Centre Borrower.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-43



     ESCROWS AND RESERVES. The Harbour Centre Borrower is required to escrow
monthly 1/12 of annual real estate taxes and insurance premiums. The amounts
shown as Ongoing Reserves in the Loan Information Table above are the current
monthly collections.

     At closing, the Harbour Centre Borrower deposited $571,650 into a TI/LC
holdback account (the "TI/LC Holdback Account") to be used to pay for tenant
improvements for the following tenants: H.G. Management Services, LLC ($99,600);
Knightsbridge Holdings, L.L.C. ($62,100); Sky Development Group LLC ($146,450);
and Sofie's Gourmet, Inc. ($263,500). Provided that there exists no event of
default under the loan documents, the funds in the TI/LC Holdback Account shall
be released to the Harbour Centre Borrower upon the satisfaction of certain
terms and conditions including, but not limited to the following: (i)
incrementally upon completion of approved tenant improvements for each tenant
and (ii) the Harbour Centre Borrower furnishing to lender estoppels from each of
the tenants.

     At closing, the Harbour Centre Borrower deposited $180,000 into a reserve
account (the "Debt Service Holdback Account") with respect to the monthly debt
service payments associated with the Harbour Centre Loan. Provided that there
exists no event of default under the loan documents, the funds in the Debt
Service Holdback Account shall be released to the Harbour Centre Borrower upon
the Harbour Centre Borrower satisfying the following: (i) delivery of evidence
satisfactory to lender that each of H.G. Management Services, LLC, Knightsbridge
Holdings, L.L.C., Sky Development Group LLC and Sofie's Gourmet, Inc. are in
occupancy of at least 17,826 rentable square feet of space in the Harbour Centre
Property, open for business, and paying rent pursuant to the terms of their
respective leases (without any outstanding rights of offset or rent credit),
(ii) delivery of estoppels from the foregoing tenants certifying, among other
things, that all tenant improvements required to be made or paid for by the
Harbour Centre Borrower have been completed and accepted by such tenants without
any qualifications and (iii) all leasing commissions to be paid by the Harbour
Centre Borrower under such tenant leases have been paid in full.

     At closing, the Harbour Centre Borrower deposited $550,020 into a reserve
account (the "Rent Abatement Holdback Account") for the three separate rent
abatement periods that DTG of Aventura, Inc. is provided pursuant to its lease
terms. Provided that there exists no event of default under the loan documents,
funds held in the Rent Abatement Holdback Account shall be released to the
Harbour Centre Borrower on certain terms and conditions including the following:
(i) on the first day of the month following the last day of the 24th month of
the lease term, the Harbour Centre Borrower shall be entitled to a disbursement
from the Rent Abatement Holdback Account in the amount of $209,409; (ii) on the
first day of the month following the last day of the 36th month of the lease
term, the Harbour Centre Borrower shall be entitled to a disbursement from the
Rent Abatement Holdback Account in the amount of $164,914; and (iii) on the
first day of the month following the last day of the 45th month of the lease
term, the Harbour Centre Borrower shall be entitled to a disbursement from the
Rent Abatement Holdback Account in the amount of $175,697, together with all
accrued interest in the Rent Abatement Holdback Account. The commencement date
of the DTG Aventura, Inc. lease was June 16, 2004.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
Harbour Centre Loan. The lockbox will remain in place until the Harbour Centre
Loan has been paid in full.

     PROPERTY MANAGEMENT. The Harbour Centre Property is managed by Triple Net
Properties Realty, Inc., an affiliate of the Harbour Centre Borrower. The
management agreement is subordinate to the Harbour Centre Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Harbour Centre Loan and the
Harbour Centre Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-44



                      [THIS PAGE INTENTIONALLY LEFT BLANK]

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-45



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 33 - 65, 75, 77 PROSPECT STREET
--------------------------------------------------------------------------------

             65, 75, 77 Prospect Street (Photos) has been Omitted.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-46



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 33 - 65, 75, 77 PROSPECT STREET
--------------------------------------------------------------------------------

               65, 75, 77 Prospect Street (Map) has been Omitted.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-47



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 33 - 65, 75, 77 PROSPECT STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $49,000,000

CUIV-OFF DATE BALANCE:                  $49,000,000

SHADOW RATING (FITCH/S&P):             NAP

LOAN PURPOSE:                          Refinance

FIRST PAYMENT DATE:                    November 1, 2006

INTEREST RATE:                         6.000%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         October 1, 2016

EXPECTED MATURITY BALANCE:             $49,000,000

SPONSOR:                               Jason Schlesinger

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until 2 years after the REMIC
                                       "starIV-up" day, with U.S. Treasury
                                       defeasance thereafter. Prepayable without
                                       penalty on and after July 1, 2016.

LOAN PER UNIT:                         $181,481


UP-FRONT RESERVES:                     RE Tax:                $137,809
                                       Insurance              $78,721
                                       Deferred Maintenance:  $225,000
ONGOING RESERVES:                      RE Tax:                $34,452/month
                                       Insurance:             $11,246/month
                                       Cap Ex:                $5,625/month

LOCKBOX:                               None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Multifamily

PROPERTY SUB-TYPE:                        Mid-Rise

LOCATION:                                 Stamford, CT

YEAR BUILT/RENOVATED:                     1956, 1963/1999

PERCENT LEASED(1):                        98.1%

UNITS:                                    270

THE COLLATERAL:                           Apartment complex comprised of three
                                          buildings totaling 270 units

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Ceebraid-Signal Management Group, Ltd.

3RD MOST RECENT NET OP. INCOME (AS OF):   $3,603,471 (TTM 12/31/2004)

2ND MOST RECENT NET OP. INCOME (AS OF):   $3,735,140 (TTM 12/31/2005)

MOST RECENT NET OP. INCOME (AS OF):       $3,843,193 (TTM 07/312006)

U/W NET OP. INCOME:                       $3,694,647

U/W NET CASH FLOW:                        $3,627,147

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $66,800,000

CUIV-OFF DATE LTV:                         73.4%

MATURITY DATE LTV:                        73.4%

DSCR:                                     1.22x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)  Based on the rent roll dated August 28, 2006.

THE 65, 75, 77 PROSPECT STREET LOAN

     THE LOAN. The tenth largest loan (the "Prospect Street Loan") as evidenced
by a Promissory Note (the "Prospect Street Note") is secured by a first priority
fee Assignment of Leases and Rents (the "Prospect Street Mortgage") encumbering
the 320,304 square foot apartment complex known as 65, 75, and 77 Prospect
Street, located in Stamford, CT (the "Prospect Street Property"). The Prospect
Street Loan was originated on September 19, 2006 by or on behalf of Morgan
Stanley Mortgage Capital Inc.

     THE BORROWER. The borrowers are Collins Prospect, LLC, a Connecticut
limited liability company and CSC-65 Prospect, LLC, a Connecticut limited
liability company (together, the "Prospect Street Borrower") that own no
material assets other than the Prospect Street Property and related interests.
The Prospect Street Borrower is wholly owned by Jason Schlesinger, the sponsor
of the Prospect Street Loan.

     THE PROPERTY. The Prospect Street Property is located in Stamford, CT, at
65, 75 and 77 Prospect Street. The Prospect Street Property is located 35 miles
northeast of New York City. The Prospect Street Property was originally
constructed in 1956 and 1963, and was renovated in 1999. The three-building
property contains 320,304 gross square feet (including basement parking space)
with a total of 270 units. 65 Prospect Street is a nine-story building, 75
Prospect Street is a three-story building, and 77 Prospect Street is a 12-story
building. The Prospect Street Property is situated on approximately 2.09 acres
and includes 264 parking spaces.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-48





                NUMBER                     AVERAGE SF   AVERAGE MONTHLY   AVERAGE MONTHLY RENT
UNIT TYPE(1)   OF UNITS   PERCENT LEASED    PER UNIT     RENT PER UNIT           PER SF
----------------------------------------------------------------------------------------------

Studio             28         100.0%            618         $1,376               $2.23
1-Bedroom         159         100.0%            810         $1,549               $1.91
2-Bedroom          65          93.8%          1,199         $2,049               $1.71
3-Bedroom          18          94.4%          1,253         $2,354               $1.88
TOTAL             270          98.2%            913         $1,705               $1.87


(1)  The above table is based on the rent roll dated October 28, 2006.

     ESCROWS AND RESERVES. On the closing date, the Prospect Street deposited
with the originating lender $137,809 into a real estate tax reserve and $78,721
into an insurance reserve. The Prospect Street Borrower is required to escrow
1/12 of the annual real estate taxes and insurance premiums monthly. On the
closing date, the Prospect Street Borrower deposited with the originating lender
$225,000 into a deferred maintenance reserve and must also deposit $5,625 each
month into a capital expenditure reserve.

     PROPERTY MANAGEMENT. The Prospect Street Property is managed by
Ceebraid-Signal Management Group, Ltd., which is an affiliate of the Prospect
Street Borrower. The management agreement is subordinate to the Prospect Street
Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Prospect Street Loan and the
Prospect Street Property is set forth on Appendix II hereto.

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-49



                      [THIS PAGE INTENTIONALLY LEFT BLANK]

--------------------------------------------------------------------------------
This material was not prepared by the Morgan Stanley research departments.
Please refer to important information and qualifications at the end of this
material.
--------------------------------------------------------------------------------


                                      IV-50



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

135 S. LaSalle Street, Suite 1625
Chicago, IL 60603
USA

                                 ABN AMRO ACCT:
                       REPORTING PACKAGE TABLE OF CONTENTS

Administrator:                                         Analyst:
Michael Dombai 312.904.8847                            Patrick Gong 714.259.6253
michael.dombai@abnamro.com                             patrick.gong@abnamro.com

Issue Id:                         MOR6IQ12
Monthly Data File
Name:                MOR6IQ12_200701_3.ZIP

                                                                       Page(s)
                                                                       ---------
Statements to Certificateholders                                       Page 2
Cash Recon                                                             Page 3
Bond Interest Reconciliation                                           Page 4
Bond Interest Reconciliation                                           Page 5
Shortfall Summary Report                                               Page 6
Asset-Backed Facts ~ 15 Month Loan Status Summary                      Page 7
Asset-Backed Facts ~ 15 Month Loan Payoff/Loss Summary                 Page 8
Mortgage Loan Characteristics                                          Page 9-11
Delinquent Loan Detail                                                 Page 12
Loan Level Detail                                                      Page 13
Realized Loss Detail                                                   Page 14
Collateral Realized Loss                                               Page 15
Appraisal Reduction Detail                                             Page 16
Material Breaches Detail                                               Page 17
Historical Collateral Prepayment                                       Page 18
Specially Serviced (Part I) - Loan Detail                              Page 19
Specially Serviced (Part II) - Servicer Comments                       Page 20
Summary of Loan Maturity Extensions                                    Page 21
Rating Information                                                     Page 22
Other Related Information                                              Page 23

Closing Date:               21-Dec-2006
First Payment Date:         16-Jan-2007
Rated Final Payment Date:   15-Dec-2043
Determination Date:          8-Jan-2007

        Trust Collection Period
          12/9/2006 - 1/8/2007

                           PARTIES TO THE TRANSACTION
                    Depositor: Morgan Stanley Capital I Inc.
     Master Servicer: Capmark Finance, Inc./Prudential Asset Resources, Inc.
          Primary Servicer: Babson Capital Management LLC/SunTrust Bank
          Rating Agency: Fitch, Inc./Standard & Poor's Rating Services
                     Special Servicer: ARCap Servicing, Inc.
                         Trustee: Wells Fargo Bank, N.A.
       Underwriter: LaSalle Financial Services, Inc./Morgan Stanley & Co.
       Incorporated/Greenwich Capital Markets, Inc./Merrill Lynch, Pierce,
           Fenner & Smith Incorporated/SunTrust Capital Markets, Inc.

INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES

LaSalle Web Site                         www.etrustee.net
Servicer Web Site     www.capmark.com, www.prudential.com
LaSalle Factor Line                          800.246.5761


                                                                    PAGE 1 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:



                                                                                                         PASS-THROUGH
CLASS     ORIGINAL     OPENING  PRINCIPAL    PRINCIPAL     NEGATIVE    CLOSING    INTEREST    INTEREST       RATE
CUSIP  FACE VALUE (1)  BALANCE   PAYMENT   ADJ. OR LOSS  AMORTIZATION  BALANCE  PAYMENT (2)  ADJUSTMENT  Next Rate(3)
---------------------------------------------------------------------------------------------------------------------

Total
---------------------------------------------------------------------------------------------------------------------
                                                         Total P&I Payment


Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
Plus/Minus Interest Adjustment Minus Deferred Interest equals Interest Payment
(3) Estimated. * Denotes Controlling Class


                                                                    PAGE 2 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
                           CASH RECONCILIATION SUMMARY

                                INTEREST SUMMARY

Current Scheduled Interest                                                  0.00
Less Deferred Interest                                                      0.00
Less PPIS Reducing Scheduled Int                                            0.00
Plus Gross Advance Interest                                                 0.00
Less ASER Interest Adv Reduction                                            0.00
Less Other Interest Not Advanced                                            0.00
Less Other Adjustment                                                       0.00
                                                                            ----
Total                                                                       0.00
                                                                            ----
UNSCHEDULED INTEREST:
Prepayment Penalties                                                        0.00
Yield Maintenance Penalties                                                 0.00
Other Interest Proceeds                                                     0.00
                                                                            ----
Total                                                                       0.00
                                                                            ----
Less Fee Paid To Servicer                                                   0.00
Less Fee Strips Paid by Servicer                                            0.00
LESS FEES & EXPENSES PAID BY/TO SERVICER
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Interest Due Serv on Advances                                               0.00
Non Recoverable Advances                                                    0.00
Misc. Fees & Expenses                                                       0.00
                                                                            ----
Total Unscheduled Fees & Expenses                                           0.00
                                                                            ----
Total Interest Due Trust                                                    0.00
                                                                            ----
LESS FEES & EXPENSES PAID BY/TO TRUST
Trustee Fee                                                                 0.00
Fee Strips                                                                  0.00
Misc. Fees                                                                  0.00
Interest Reserve Withholding                                                0.00
Plus Interest Reserve Deposit
                                                                            ----
Total                                                                       0.00
                                                                            ----

                                PRINCIPAL SUMMARY

SCHEDULED PRINCIPAL:
Current Scheduled Principal                                                 0.00
Advanced Scheduled Principal                                                0.00
                                                                            ----
Scheduled Principal                                                         0.00
                                                                            ----
UNSCHEDULED PRINCIPAL:
Curtailments                                                                0.00
Prepayments in Full                                                         0.00
Liquidation Proceeds                                                        0.00
Repurchase Proceeds                                                         0.00
Other Principal Proceeds                                                    0.00
                                                                            ----
Total Unscheduled Principal                                                 0.00
                                                                            ----
Remittance Principal                                                        0.00
                                                                            ----
Remittance P&I Due Trust                                                    0.00
                                                                            ----
Remittance P&I Due Certs                                                    0.00
                                                                            ----

                              POOL BALANCE SUMMARY

                                                                 Balance   Count
                                                                 -------   -----
Beginning Pool                                                     0.00      0
Scheduled Principal                                                0.00      0
Unscheduled Principal                                              0.00      0
Deferred Interest                                                  0.00
Liquidations                                                       0.00      0
Repurchases                                                        0.00      0
                                                                   ----     ---
Ending Pool                                                        0.00      0
                                                                   ----     ---


                            Servicing Advance Summary

                                                                          Amount
                                                                          ------
Prior Outstanding
Plus Current Period
Less Recovered
Less Non Recovered
Ending Outstanding

                              SERVICING FEE SUMMARY

Current Servicing Fees                                                      0.00
Plus Fees Advanced for PPIS                                                 0.00
Less Reduction for PPIS                                                     0.00
Plus Delinquent Servicing Fees                                              0.00
                                                                            ----
Total Servicing Fees                                                        0.00
                                                                            ----

                               CAP LEASE ACCRETION

Accretion Amt                                                               0.00
Distributable Interest                                                      0.00
Distributable Principal                                                     0.00

                                  PPIS SUMMARY

Gross PPIS                                                                  0.00
Reduced by PPIE                                                             0.00
Reduced by Shortfalls in Fees                                               0.00
Reduced by Other Amounts                                                    0.00
                                                                            ----
PPIS Reducing Scheduled Interest                                            0.00
                                                                            ----
PPIS Reducing Servicing Fee                                                 0.00
                                                                            ----
PPIS Due Certificate                                                        0.00
                                                                            ----

                   ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)

                                                            Principal   Interest
                                                            ---------   --------
Prior Outstanding                                              0.00       0.00
Plus Current Period                                            0.00       0.00
Less Recovered                                                 0.00       0.00
Less Non Recovered                                             0.00       0.00
Ending Outstanding                                             0.00       0.00


                                                                    PAGE 3 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                       BOND INTEREST RECONCILIATION DETAIL



                                                                                           Current   Remaining         Credit
        Accrual            Pass-    Accrued     Total      Total   Distributable Interest  Period   Outstanding        Support
      ----------- Opening Through Certificate  Interest  Interest   Certificate   Payment Shortfall   Interest  --------------------
Class Method Days Balance   Rate    Interest  Additions Deductions    Interest    Amount   Recovery  Shorfalls  Original Current (1)
----- ------ ---- ------- ------- ----------- --------- ---------- ------------- -------- --------- ----------- -------- -----------




(1)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).


                                                                    PAGE 4 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                       BOND INTEREST RECONCILIATION DETAIL



                                             Additions                                Deductions
                        --------------------------------------------------- -----------------------------
                          Prior    Interest                          Other
        Prior   Current  Interest  Accrual                         Interest           Deferred & Interest Distributable Interest
      Interest Interest Shortfall  on Prior Prepayment    Yield    Proceeds Allocable  Accretion   Loss    Certificate   Payment
Class Due Date Due Date    Due    Shortfall  Premiums  Maintenance    (1)      PPIS    Interest   Expense    Interest    Amount
----- -------- -------- --------- --------- ---------- ----------- -------- --------- ---------- -------- ------------- --------




(1)  Other Interest Proceeds are additional interest amounts specifically
     allocated to the bond(s) and used in determining the Bondholder's
     Distributable Interest.


                                                                    PAGE 5 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                          INTEREST ADJUSTMENTS SUMMARY

SHORTFALL ALLOCATED TO THE BONDS:



Net Prepayment Int. Shortfalls Allocated to the Bonds                       0.00
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Legal Fees                                                                  0.00
Misc. Fees & Expenses Paid by/to Servicer                                   0.00
Interest Paid to Servicer on Outstanding Advances                           0.00
ASER Interest Advance Reduction                                             0.00
Interest Not Advanced (Current Period)                                      0.00
Recoup of Prior Advances by Servicer                                        0.00
Servicing Fees Paid Servicer on Loans Not Advanced                          0.00
Misc. Fees & Expenses Paid by Trust                                         0.00
Shortfall Due to Rate Modification                                          0.00
Other Interest Loss                                                         0.00
                                                                            ----
Total Shortfall Allocated to the Bonds                                      0.00
                                                                            ----


EXCESS ALLOCATED TO THE BONDS:



Other Interest Proceeds Due the Bonds                                       0.00
Prepayment Interest Excess Due the Bonds                                    0.00
Interest Income                                                             0.00
Yield Maintenance Penalties Due the Bonds                                   0.00
Prepayment Penalties Due the Bonds                                          0.00
Recovered ASER Interest Due the Bonds                                       0.00
Recovered Interest Due the Bonds                                            0.00
ARD Excess Interest                                                         0.00
                                                                            ----
Total Excess Allocated to the Bonds                                         0.00
                                                                            ----


              AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS



Total Excess Allocated to the Bonds                                         0.00
Less Total Shortfall Allocated to the Bonds                                 0.00
                                                                            ----
Total Interest Adjustment to the Bonds                                      0.00
                                                                            ----



                                                                    PAGE 6 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS - 15 MONTH HISTORICAL LOAN STATUS SUMMARY



                                   Delinquency Aging Categories                              Special Event Categories (1)
             ----------------------------------------------------------------------- --------------------------------------------
             Delinq 1 Month Delinq 2 Months Delinq 3+ Months Foreclosure     REO     Modifications Specially Serviced  Bankruptcy
Distribution -------------- --------------- ---------------- ----------- ----------- ------------- ------------------ -----------
    Date        #  Balance     #  Balance       #  Balance    #  Balance  #  Balance   #  Balance       #  Balance     #  Balance
------------   --- -------    --- -------      --- -------   --- ------- --- -------  --- -------      --- -------    --- -------




(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category


                                                                    PAGE 7 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY



                                                        Appraisal                      Realized
              Ending Pool (1)  Payoffs (2)  Penalties  Reduct. (2)  Liquidations (2)  Losses(2)   Remaining Term  Curr Weighted Avg.
Distribution  ---------------  -----------  ---------  -----------  ----------------  ---------   --------------  ------------------
    Date        #   Balance     #  Balance  #  Amount  #   Balance    #   Balance      #  Amount        Life         Coupon  Remit
------------   --   -------    --  -------  -- ------  --  -------   --   -------     --  ------  --------------     ------  -----





                                                                    PAGE 8 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
                          MORTGAGE LOAN CHARACTERISTICS

                       DISTRIBUTION OF PRINCIPAL BALANCES

                                                      Weighted Average
Current Scheduled   # of    Scheduled   % of      ------------------------
     Balance        Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------   -----   ---------   -------   ----   ------   --------

Average Schedule Balance
Maximum Schedule Balance   )
Minimum Schedule Balance

                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)

                                                      Weighted Average
Fully Amortizing    # of    Scheduled     % of    ------------------------
  Mortgage Loans    Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------   -----   ---------   -------   ----   ------   --------

                     ---       ---       ----
                      0         0        0.00%
                     ---       ---       ----

                     DISTRIBUTION OF MORTGAGE INTEREST RATES

                                                      Weighted Average
Current Mortgage    # of    Scheduled     % of    ------------------------
  Interest Rate     Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------   -----   ---------   -------   ----   ------   --------

Minimum Mortgage Interest Rate
Maximum Mortgage Interest Rate

                    DISTRIBUTION OF REMAINING TERM (BALLOON)

                                                      Weighted Average
     Balloon        # of    Scheduled    % of     ------------------------
  Mortgage Loans    Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------   -----   ---------   -------   ----   ------   --------

                     ---       ---       ----
                      0         0        0.00%
                     ---       ---       ----


                                                                    PAGE 9 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
                          MORTGAGE LOAN CHARACTERISTICS

                           DISTRIBUTION OF DSCR (PFY)

 Debt Service     # of   Scheduled    % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   -----   ---------   -------   ----   ---   --------

Maximum DSCR
Minimum DSCR

                          DISTRIBUTION OF DSCR (CUTOFF)

 Debt Service     # of   Scheduled    % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   -----   ---------   -------   ----   ---   --------

Maximum DSCR
Minimum DSCR

                             GEOGRAPHIC DISTRIBUTION

  Geographic      # of   Scheduled    % of
   Location      Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------   -----   ---------   -------   ----   ---   --------


                                                                   PAGE 10 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:
                          MORTGAGE LOAN CHARACTERISTICS

                         DISTRIBUTION OF PROPERTY TYPES

   Property      # of    Scheduled    % of
     Year        Loans    Balance    Balance   WAMM    WAC    PFY DSCR
--------------   -----   ---------   -------   ----   -----   --------

                  ---       ---       ----
                   0         0        0.00%
                  ---       ---       ----

                        DISTRIBUTION OF AMORTIZATION TYPE

 Amortization    # of    Scheduled    % of
     Year        Loans    Balance    Balance   WAMM    WAC    PFY DSCR
--------------   -----   ---------   -------   ----   -----   --------

                  ---       ---       ----
                   0         0        0.00%
                  ---       ---       ----

                         DISTRIBUTION OF LOAN SEASONING

   Number of     # of    Scheduled    % of
    Months       Loans    Balance    Balance   WAMM    WAC    PFY DSCR
--------------   -----   ---------   -------   ----   -----   --------

                  ---       ---       ----
                   0         0        0.00%
                  ---       ---       ----

                       DISTRIBUTION OF YEAR LOANS MATURING

                 # of    Scheduled    % of
     Year        Loans    Balance    Balance   WAMM    WAC    PFY DSCR
--------------   -----   ---------   -------   ----   -----   --------
     2007          0         0        0.00%      0    0.00%     0.00
     2008          0         0        0.00%      0    0.00%     0.00
     2009          0         0        0.00%      0    0.00%     0.00
     2010          0         0        0.00%      0    0.00%     0.00
     2011          0         0        0.00%      0    0.00%     0.00
     2012          0         0        0.00%      0    0.00%     0.00
     2013          0         0        0.00%      0    0.00%     0.00
     2014          0         0        0.00%      0    0.00%     0.00
     2015          0         0        0.00%      0    0.00%     0.00
     2016          0         0        0.00%      0    0.00%     0.00
     2017          0         0        0.00%      0    0.00%     0.00
2018 & Greater     0         0        0.00%      0    0.00%     0.00
                  ---       ---       ----
                   0         0        0.00%
                  ---       ---       ----


                                                                   PAGE 11 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                             DELINQUENT LOAN DETAIL



             Paid                 Outstanding   Out. Property                    Special
Disclosure   Thru   Current P&I       P&I         Protection    Loan Status      Servicer     Foreclosure   Bankruptcy    REO
 Control #   Date     Advance      Advances**      Advances       Code (1)    Transfer Date       Date         Date      Date
----------   ----   -----------   -----------   -------------   -----------   -------------   -----------   ----------   ----


TOTAL


A. IN GRACE PERIOD
B. LATE PAYMENT BUT < 1 MONTH DELINQ.
1. DELINQ. 1 MONTH
2. DELINQ. 2 MONTHS
3. DELINQUENT 3 + MONTHS
4. PERFORMING MATURED BALLOON
5. NON PERFORMING MATURED BALLOON
7. FORECLOSURE
9. REO

**   Outstanding P&I Advances include the current period P&I Advances and may
     include Servicer Advances.


                                                                   PAGE 12 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                                LOAN LEVEL DETAIL



                                             Operating              Ending                                              Loan
Disclosure         Property  Maturity   PFY  Statement    Geo.    Principal  Note  Scheduled  Prepayment  Prepayment   Status
 Control #  Group    Type      Date    DSCR     Date    Location   Balance   Rate     P&I       Amount       Date     Code (1)
----------  -----  --------  --------  ----  ---------  --------  ---------  ----  ---------  ----------  ----------  --------




*    NOI and DSCR, if available and reportable under the terms of the trust
     agreement, are based on information obtained from the related borrower, and
     no other party to the agreement shall be held liable for the accuracy or
     methodology used to determine such figures.

(1) Legend:
A. In Grace Period
B. Late Payment but < 1 month delinq
1. Delinquent 1 month
2. Delinquent 2 months
3. Delinquent 3+ months
4. Performing Matured Balloon
5. Non Performing Matured Ballon
7. Foreclosure
9. REO


                                                                   PAGE 13 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                              REALIZED LOSS DETAIL



                                                                      Gross
                                                                     Proceeds
                                              Beginning                as a      Aggregate       Net      Net Proceeds as
            Disclosure  Appraisal  Appraisal  Scheduled    Gross   % of Sched.  Liquidation  Liquidation   a % of Sched.   Realized
Period       Control #     Date      Value     Balance   Proceeds    Balance     Expenses *    Proceeds       Balance        Loss
------      ----------  ---------  ---------  ---------  --------  -----------  -----------  -----------  ---------------  --------

CURRENT
TOTAL
CUMULATIVE


*    Aggregate liquidation expenses also include outstanding P&I advances and
     unpaid servicing fees, unpaid trustee fees, etc..


                                                                   PAGE 14 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                  BOND/COLLATERAL REALIZED LOSS RECONCILIATION



                                                                               Interest
                                                Prior          Amounts       (Shortages)/
                                              Realized        Covered by       Excesses
                     Beginning   Aggregate  Loss Applied        Over-         applied to
                     Balance of   Realized       to       collateralization    Realized
Prospectus          the Loan at   Loss on   Certificates   and other Credit     Losses
    ID      Period  Liquidation    Loans          A               B                C
----------  ------  -----------  ---------  ------------  -----------------  ------------

CUMULATIVE



            Modification     Additional                                (Recoveries)/
            Adjustments/   (Recoveries)/                                  Realized
              Appraisal       Expenses        Current      Recoveries   Loss Applied
              Reduction      applied to    Realized Loss  of Realized        to
Prospectus   Adjustment   Realized Losses    Applied to   Losses paid   Certificate
    ID            D              E         Certificates*    as Cash       Interest
----------  ------------  ---------------  -------------  -----------  -------------

CUMULATIVE


*    In the Initial Period the Current Realized Loss Applied to Certificates
     will equal Aggregate Realized Loss on Loans - B - C - D + E instead of A -
     C - D + E

Description
 of Fields
-----------
     A        Prior Realized Loss Applied to Certificates

     B        Reduction to Realized Loss applied to bonds (could represent OC,
              insurance policies, reserve accounts, etc)

     C        Amounts classified by the Master as interest adjustments from
              general collections on a loan with a Realized Loss

     D        Adjustments that are based on principal haircut or future interest
              foregone due to modification

     E        Realized Loss Adjustments, Supplemental Recoveries or Expenses on
              a previously liquidated loan


                                                                   PAGE 15 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                           APPRAISAL REDUCTION DETAIL



                                                                             Remaining Term                               Appraisal
Disclosure  Appraisal  Scheduled    AR    Current P&I        Note  Maturity  --------------  Property  Geographic        -----------
 Control#   Red. Date   Balance   Amount    Advance    ASER  Rate    Date    Life              Type     Location   DSCR  Value  Date
----------  ---------  ---------  ------  -----------  ----  ----  --------  ----   -------  --------  ----------  ----  -----  ----





                                                                   PAGE 16 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

              MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL



               Ending    Material
Disclosure   Principal    Breach    Material Breach and Material Document Defect
 Control #    Balance      Date                      Description
----------   ---------   --------   --------------------------------------------




   Material breaches of pool asset representation or warranties or transaction
                                   covenants.


                                                                   PAGE 17 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                  HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT



Disclosure   Payoff   Initial          Payoff   Penalty   Prepayment   Maturity   Property   Geographic
 Control #   Period   Balance   Type   Amount    Amount      Date        Date       Type      Location
----------   ------   -------   ----   ------   -------   ----------   --------   --------   ----------




                                CURRENT

                                CUMULATIVE


                                                                   PAGE 18 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

           SPECIALLY SERVICED (PART I) - LOAN DETAIL (END OF PERIOD)



                          Loan          Balance                          Remaining
Disclosure   Servicing   Status    -----------------  Note   Maturity   -----------  Property     Geo.                   NOI
 Control #   Xfer Date   Code(1)   Schedule   Actual  Rate     Date     Life           Type     Location   NOI   DSCR   Date
----------   ---------   -------   --------   ------  ----   --------   ----   ----  --------   --------   ---   ----   ----




(1) Legend:
A. P&I Adv - in Grace Period
B. P&I Adv - < one month delinq
1. P&I Adv - delinquent 1 month
2. P&I Adv - delinquent 2 months
3. P&I Adv - delinquent 3+ months
4. Mat. Balloon/Assumed P&I
5. Non Performing Mat. Balloon
7. Foreclosure
9. REO


                                                                   PAGE 19 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

  SPECIALLY SERVICED LOAN DETAIL (PART II) - SERVICER COMMENTS (END OF PERIOD)

Disclosure   Resolution
 Control #    Strategy    Comments
----------   ----------   --------


                                                                   PAGE 20 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                           MATURITY EXTENSION SUMMARY

LOANS WHICH HAVE HAD THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Extension Period:                                          0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Extension Period:                                          0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES FURTHER EXTENDED
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00
   Weighted Average Extension Period:                                          0

LOANS PAID-OFF THAT DID EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00
   Weighted Average Extension Period:                                          0

LOANS PAID-OFF THAT DID NOT EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00


                                                                   PAGE 21 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                                 ABN AMRO ACCT:

                               RATING INFORMATION

                                            RATING CHANGE/
                   ORIGINAL RATINGS         CHANGE DATE(1)
                ---------------------   ---------------------
CLASS   CUSIP   FITCH   MOODY'S   S&P   FITCH   MOODY'S   S&P
-----   -----   -----   -------   ---   -----   -------   ---

NR - Designates that the class was not rated by the rating agency.

(1)  Changed ratings provided on this report are based on information provided
     by the applicable rating agency via electronic transmission. It shall be
     understood that this transmission will generally have been provided to
     LaSalle within 30 days of the payment date listed on this statement.
     Because ratings may have changed during the 30 day window, or may not be
     being provided by the rating agency in an electronic format and therefore
     not being updated on this report, LaSalle recommends that investors obtain
     current rating information directly from the rating agency.


                                                                   PAGE 22 OF 23



[LaSalle Bank ABN AMRO LOGO]                         Statement Date:   16-Jan-07
                                                     Payment Date:     16-Jan-07
                                                     Prior Payment:          N/A
                                                     Next Payment:     15-Feb-07
                                                     Record Date:      29-Dec-06

                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-IQ12

                              ABN AMRO ACCT:

                                     LEGEND

Until this statement/report is filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent of
the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part.


                                                                   PAGE 23 OF 23





























                     [THIS PAGE INTENTIONALLY LEFT BLANK.]



                         MORGAN STANLEY CAPITAL I INC.,
                                    DEPOSITOR

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                (ISSUABLE IN SERIES BY SEPARATE ISSUING ENTITIES)

                                   ----------

          Morgan Stanley Capital I Inc. will periodically offer certificates in
one or more series and each series of certificates will represent beneficial
ownership interests in a different trust fund.

          EACH TRUST FUND WILL CONSIST PRIMARILY OF ONE OR MORE SEGREGATED POOLS
OF:

          1)   multifamily and/or commercial mortgage loans;
S
          2)   mortgage pass-through certificates or other mortgage backed
               securities;

          3)   direct obligations of the United States or other governmental
               agencies; or

          4)   any combination of 1-3, above.

     The certificates of any series may consist of one or more classes. A given
class may:

          o    provide for the accrual of interest based on fixed, floating,
               variable or adjustable rates;

          o    be senior or subordinate to one or more other classes in respect
               of distributions;

          o    be entitled to principal distributions, with disproportionately
               low, nominal or no interest distributions;

          o    be entitled to interest distributions, with disproportionately
               low, nominal or no principal distributions;

          o    provide for distributions of accrued interest commencing only
               following the occurrence of certain events, such as the
               retirement of one or more other classes;

          o    provide for sequential distributions of principal; and

          o    provide for distributions based on a combination of any of the
               foregoing characteristics; or any combination of the above.

     INVESTING IN THE CERTIFICATES OFFERED TO YOU INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 11 IN THIS PROSPECTUS AND ON PAGE S-42 OF THE RELATED
PROSPECTUS SUPPLEMENT.

     If specified in the related prospectus supplement, the trust fund for a
series of certificates may include insurance or guarantees for the loans,
letters of credit, insurance policies and surety bonds, the establishment of one
or more reserve funds or any combination of the foregoing, or guaranteed
investment contracts, interest rate exchange or interest rate swap agreements,
interest rate cap, floor or collar agreements or currency exchange or swap
agreements as described in this prospectus.

     Structural credit enhancement will generally be provided for the respective
classes of offered certificates through the subordination of more junior classes
of offered and/or non-offered certificates.

     This prospectus may be used to offer and sell any series of certificates
only if accompanied by the prospectus supplement for that series. The
information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities in any state where the offer
or sale is not permitted.

     The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of the certificates to be offered to you or
determined if this prospectus or the accompanying prospectus supplement are
truthful or complete. Any representation to the contrary is a criminal offense.

                                   ----------

                                 MORGAN STANLEY
                 THE DATE OF THIS PROSPECTUS IS DECEMBER 6, 2006



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

     Information about the certificates being offered to you is contained in two
separate documents that progressively provide more detail: (a) this prospectus,
which provides general information, some of which may not apply to a particular
series of certificates; and (b) the accompanying prospectus supplement, which
describes the specific terms of your series of certificates, including:

          o    the timing of interest and principal payments;

          o    applicable interest rates;

          o    information about the trust fund's assets;

          o    information about any credit support or cash flow agreement;

          o    the rating for each class of certificates;

          o    information regarding the nature of any subordination;

          o    any circumstance in which the trust fund may be subject to early
               termination;

          o    whether any elections will be made to treat the trust fund or a
               designated portion thereof as a "real estate mortgage investment
               conduit" for federal income tax purposes;

          o    the aggregate principal amount of each class of certificates;

          o    information regarding any master servicer, sub-servicer or
               special servicer; and

          o    whether the certificates will be initially issued in definitive
               or book-entry form.

     You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. Morgan Stanley Capital I Inc. has not
authorized anyone to provide you with information that is different.

     Distributions on the certificates will be made only from the assets of the
related trust fund. The certificates of each series will not be an obligation of
Morgan Stanley Capital I Inc. or any of its affiliates. Neither the certificates
nor any assets in the related trust fund will be insured or guaranteed by any
governmental agency or instrumentality or any other person unless the related
prospectus supplement so provides.

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

     Morgan Stanley Capital I Inc.'s principal executive office is located at
1585 Broadway, New York, New York 10036, and the telephone number is (212)
761-4000.

                                   ----------

     Until 90-days after the date of each prospectus supplement, all dealers
that buy, sell or trade the certificates offered by that prospectus supplement,
whether or not participating in the offering, may be required to deliver a
prospectus supplement and this prospectus. This is in addition to the dealers'
obligation to deliver a prospectus supplement and the accompanying prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.


                                      -ii-



                                TABLE OF CONTENTS

Important Notice About Information Presented In This Prospectus
   And The Accompanying Prospectus Supplement ............................    ii
Summary of Prospectus ....................................................     1
Risk Factors .............................................................    11
Description of The Trust Funds ...........................................    26
   Assets ................................................................    26
   Mortgage Loans ........................................................    26
   Loan Combinations .....................................................    30
   Mortgage Backed Securities ............................................    31
   Government Securities .................................................    33
   Accounts ..............................................................    33
   Credit Support ........................................................    33
   Cash Flow Agreements ..................................................    33
Use of Proceeds ..........................................................    34
Yield Considerations .....................................................    34
   General ...............................................................    34
   Pass-through Rate .....................................................    34
   Timing of Payment of Interest .........................................    34
   Payments of Principal; Prepayments ....................................    35
   Prepayments--Maturity and Weighted Average Life .......................    36
   Other Factors Affecting Weighted Average Life .........................    37
THE DEPOSITOR ............................................................    37
THE SPONSOR ..............................................................    37
   General ...............................................................    37
   MSMC's Commercial Mortgage Securitization Program .....................    38
   Underwriting Standards ................................................    38
   Servicing .............................................................    39
OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS ....................    40
Description of The Certificates ..........................................    41
   General ...............................................................    41
   Distributions .........................................................    42
   Available Distribution Amount .........................................    42
   Distributions of Interest on the Certificates .........................    43
   Distributions of Principal of the Certificates ........................    44
   Components ............................................................    44
   Distributions on the Certificates of Prepayment Premiums or in
      Respect of Equity Participations ...................................    45
   Allocation of Losses and Shortfalls ...................................    45
   Advances ..............................................................    45
   Reports to Certificateholders .........................................    46
   Termination ...........................................................    49
   Book-entry Registration and Definitive Certificates ...................    49
Description of The Agreements ............................................    50
   Assignment of Assets; Repurchases .....................................    51
   Representations and Warranties; Repurchases ...........................    52
   Certificate Account and Other Collection Accounts .....................    54
   Collection and Other Servicing Procedures .............................    57
   Subservicers ..........................................................    58
   Special Servicers .....................................................    58
   Realization Upon Defaulted Whole Loans ................................    58
   Hazard Insurance Policies .............................................    61
   Rental Interruption Insurance Policy ..................................    62
   Fidelity Bonds and Errors and Omissions Insurance .....................    62
   Due-on-Sale and Due-on-Encumbrance Provisions .........................    62


                                      -iii-



   Retained Interest; Servicing Compensation and Payment of Expenses .....    63
   Evidence as to Compliance .............................................    63
   Matters Regarding a Master Servicer, a Special Servicer
      and the Depositor ..................................................    64
   Events of Default .....................................................    65
   Rights Upon Event of Default ..........................................    65
   Amendment .............................................................    66
   The Trustee ...........................................................    67
   Duties of the Trustee .................................................    67
   Matters Regarding the Trustee .........................................    67
   Resignation and Removal of the Trustee ................................    67
   Additional Parties to the Agreements ..................................    68
DESCRIPTION OF CREDIT SUPPORT ............................................    68
   General ...............................................................    68
   Subordinate Certificates ..............................................    69
   Cross-support Provisions ..............................................    69
   Insurance or Guarantees for the Whole Loans ...........................    69
   Letter of Credit ......................................................    69
   Insurance Policies and Surety Bonds ...................................    70
   Reserve Funds .........................................................    70
   Credit Support for MBS ................................................    70
Legal Aspects of the Mortgage Loans and the Leases .......................    71
   General ...............................................................    71
   Types of Mortgage Instruments .........................................    71
   Interest in Real Property .............................................    72
   Leases and Rents ......................................................    72
   Personality ...........................................................    72
   Foreclosure ...........................................................    73
   Bankruptcy Laws .......................................................    77
   Junior Mortgages; Rights of Senior Lenders or Beneficiaries ...........    79
   Environmental Legislation .............................................    81
   Due-on-Sale and Due-on-Encumbrance ....................................    83
   Subordinate Financing .................................................    83
   Default Interest, Prepayment Premiums and Prepayments .................    84
   Acceleration on Default ...............................................    84
   Applicability of Usury Laws ...........................................    84
   Laws and Regulations; Types of Mortgaged Properties ...................    85
   Americans With Disabilities Act .......................................    85
   Servicemembers Civil Relief Act .......................................    85
   Forfeitures in Drug, RICO and Patriot Act Proceedings .................    86
Federal Income Tax Consequences ..........................................    86
   General ...............................................................    86
   REMICs ................................................................    86
   Prohibited Transactions and Other Taxes ...............................   101
   Liquidation and Termination ...........................................   102
   Administrative Matters ................................................   102
   Tax Exempt Investors ..................................................   102
   Residual Certificate Payments--Non-U.S. Persons .......................   102
   Tax Related Restrictions on Transfers of REMIC Residual Certificates ..   103
   Grantor Trust Funds ...................................................   106
State and Local Tax Considerations .......................................   114
ERISA Considerations .....................................................   114
   General ...............................................................   114
   Prohibited Transactions ...............................................   114
   Review by Plan Fiduciaries ............................................   117
Legal Investment .........................................................   117
Plan of Distribution .....................................................   119


                                      -iv-



Legal Matters ............................................................   120
Financial Information ....................................................   120
Rating ...................................................................   120
Incorporation of Information by Reference ................................   121
Glossary of Terms ........................................................   122


                                       -v-



                              SUMMARY OF PROSPECTUS

This summary highlights selected information from this prospectus. It does not
contain all of the information you need to consider in making your investment
decision. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF CERTIFICATES, READ
THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY.

                                WHAT YOU WILL OWN

TITLE OF CERTIFICATES.........   Mortgage Pass-Through Certificates, issuable in
                                 series.

MORTGAGE POOL.................   Each trust fund will consist primarily of one
                                 or more segregated pools of:

                                 (1)  multifamily and/or commercial mortgage
                                      loans;

                                 (2)  mortgage pass-through certificates or
                                      other mortgage backed securities;

                                 (3)  direct obligations of the United States or
                                      other governmental agencies; or

                                 (4)  any combination of 1-3 above.

                                 as to some or all of the mortgage loans,
                                 assignments of the leases of the related
                                 mortgaged properties or assignments of the
                                 rental payments due under those leases.

                                 Each trust fund for a series of certificates
                                 may also include:

                                 o    insurance or guarantees for the loans,
                                      letters of credit, insurance policies and
                                      surety bonds, the establishment of one or
                                      more reserve funds or any combination of
                                      the foregoing; and

                                 o    guaranteed investment contracts, interest
                                      rate exchange or interest rate swap, cap,
                                      floor or collar agreements or currency
                                      exchange or swap agreements.

                           RELEVANT PARTIES AND DATES

ISSUING ENTITY................   The issuing entity with respect to each series
                                 will be a New York common law trust formed by
                                 the depositor and containing the assets
                                 described in this prospectus and specified in
                                 the related prospectus supplement.

DEPOSITOR.....................   Morgan Stanley Capital I Inc., a Delaware
                                 corporation and a wholly-owned subsidiary of
                                 Morgan Stanley.

MASTER SERVICER...............   Each master servicer, if any, for each series
                                 of certificates will be named in the related
                                 prospectus supplement. A master servicer may be
                                 an affiliate of Morgan Stanley Capital I Inc.

PRIMARY SERVICER..............   Each primary servicer, if any, for each series
                                 of certificates will be named in the related
                                 prospectus supplement. A primary servicer may
                                 be an affiliate of Morgan Stanley Capital I
                                 Inc.


                                       -1-



SPECIAL SERVICER..............   Each special servicer, if any, for each series
                                 of certificates will be named, or the
                                 circumstances in accordance with which a
                                 special servicer will be appointed will be
                                 described, in the related prospectus
                                 supplement. A special servicer may be an
                                 affiliate of Morgan Stanley Capital I Inc.

TRUSTEE.......................   The trustee for each series of certificates
                                 will be named in the related prospectus
                                 supplement.

OTHER PARTIES.................   If so specified in the prospectus supplement
                                 for a series, there may be one or more
                                 additional parties to the related pooling and
                                 servicing agreement, including, but not limited
                                 to, (i) a paying agent, which will make
                                 payments and perform other specified duties
                                 with respect to the certificates, (ii) a
                                 certificate registrar, which will maintain the
                                 register of certificates and perform certain
                                 duties with respect to certificate transfer,
                                 (iii) an authenticating agent, which will
                                 countersign the certificates on behalf of the
                                 trustee and/or (iv) a fiscal agent, which will
                                 be required to make advances if the trustee
                                 fails to do so when required.

SPONSOR.......................   The sponsor or sponsors for each series of
                                 certificates will be named in the related
                                 prospectus supplement. The sponsor will
                                 initiate the issuance of a series of
                                 certificates and will sell mortgage loans to
                                 the depositor. If specified in the related
                                 prospectus supplement, the sponsor may be
                                 Morgan Stanley Mortgage Capital Inc., an
                                 affiliate of the depositor.

SELLERS.......................   The seller or sellers of the mortgage loans or
                                 other assets will be named in the related
                                 prospectus supplement. A seller may be an
                                 affiliate of Morgan Stanley Capital I Inc.
                                 Morgan Stanley Capital I Inc. will purchase the
                                 mortgage loans or other assets, on or before
                                 the issuance of the related series of
                                 certificates.

ORIGINATORS...................   If the mortgage loans or other assets have been
                                 originated by an entity other than the related
                                 sponsor or loan seller, the prospectus
                                 supplement will identify the related originator
                                 and set forth certain information with respect
                                 thereto.

                       INFORMATION ABOUT THE MORTGAGE POOL

THE TRUST FUND ASSETS.........   Each series of certificates will represent in
                                 the aggregate the entire beneficial ownership
                                 interest in a trust fund consisting primarily
                                 of:

   (A) MORTGAGE ASSETS........   The mortgage loans and the mortgage backed
                                 securities, or one or the other, with respect
                                 to each series of certificates will consist of
                                 a pool of:

                                 o    multifamily and/or commercial mortgage
                                      loans;

                                 o    mortgage pass-through certificates or
                                      other mortgage backed securities
                                      evidencing interests in or secured by
                                      mortgage loans; or

                                 o    a combination of mortgage loans and
                                      mortgage backed securities.

                                 The mortgage loans will not be guaranteed or
                                 insured by:

                                 o    Morgan Stanley Capital I Inc. or any of
                                      its affiliates; or

                                 o    unless the prospectus supplement so
                                      provides, any governmental agency or
                                      instrumentality or other person.


                                      -2-



                                 The mortgage loans will be secured by first
                                 liens or junior liens on, or security interests
                                 in:

                                 o    residential properties consisting of five
                                      or more rental or cooperatively owned
                                      dwelling units; or

                                 o    office buildings, shopping centers, retail
                                      stores, hotels or motels, nursing homes,
                                      hospitals or other health care-related
                                      facilities, mobile home parks, warehouse
                                      facilities, mini-warehouse facilities or
                                      self-storage facilities, industrial
                                      plants, congregate care facilities, mixed
                                      use commercial properties or other types
                                      of commercial properties.

                                 Generally, the mortgage loans:

                                 o    will be secured by properties located in
                                      any of the fifty states, the District of
                                      Columbia or the Commonwealth of Puerto
                                      Rico;

                                 o    will have individual principal balances at
                                      origination of at least $25,000;

                                 o    will have original terms to maturity of
                                      not more than 40 years; and

                                 o    will be originated by persons other than
                                      Morgan Stanley Capital I Inc.

                                 Each mortgage loan may provide for the
                                 following payment terms:

                                 o    Each mortgage loan may provide for no
                                      accrual of interest or for accrual of
                                      interest at a fixed or adjustable rate or
                                      at a rate that may be converted from
                                      adjustable to fixed, or vice versa, from
                                      time to time at the borrower's election.
                                      Adjustable mortgage rates may be based on
                                      one or more indices.

                                 o    Each mortgage loan may provide for
                                      scheduled payments to maturity or payments
                                      that adjust from time to time to
                                      accommodate changes in the interest rate
                                      or to reflect the occurrence of certain
                                      events.

                                 o    Each mortgage loan may provide for
                                      negative amortization or accelerated
                                      amortization.

                                 o    Each mortgage loan may be fully amortizing
                                      or require a balloon payment due on the
                                      loan's stated maturity date.

                                 o    Each mortgage loan may contain
                                      prohibitions on prepayment or require
                                      payment of a premium or a yield
                                      maintenance penalty in connection with a
                                      prepayment.

                                 o    Each mortgage loan may provide for
                                      payments of principal, interest or both,
                                      on due dates that occur monthly,
                                      quarterly, semi-annually or at another
                                      interval as specified in the related
                                      prospectus supplement.


                                       -3-



   (B) GOVERNMENT SECURITIES..   If the related prospectus supplement so
                                 specifies, the trust fund may include direct
                                 obligations of the United States, agencies of
                                 the United States or agencies created by
                                 government entities which provide for payment
                                 of interest or principal or both.

   (C) COLLECTION ACCOUNTS....   Each trust fund will include one or more
                                 accounts established and maintained on behalf
                                 of the certificateholders. The person(s)
                                 designated in the related prospectus supplement
                                 will, to the extent described in this
                                 prospectus and the prospectus supplement,
                                 deposit into this account all payments and
                                 collections received or advanced with respect
                                 to the trust fund's assets. The collection
                                 account may be either interest-bearing or
                                 non-interest-bearing, and funds may be held in
                                 the account as cash or invested in short-term,
                                 investment grade obligations.

   (D) CREDIT SUPPORT.........   If the related prospectus supplement so
                                 specifies, one or more classes of certificates
                                 may be provided with partial or full protection
                                 against certain defaults and losses on a trust
                                 fund's mortgage loans and mortgage backed
                                 securities.

                                 This protection may be provided by one or more
                                 of the following means:

                                 o    subordination of one or more other classes
                                      of certificates,

                                 o    cross-support provisions

                                 o    loan insurance policies or guarantees,

                                 o    letters of credit,

                                 o    certificate insurance policies or surety
                                      bonds,

                                 o    reserve fund or funds or

                                 o    a combination thereof.

                                 The related prospectus supplement will describe
                                 the amount and types of credit support, the
                                 entity providing the credit support, if
                                 applicable, and related information. If a
                                 particular trust fund includes mortgage backed
                                 securities, the related prospectus supplement
                                 will describe any similar forms of credit
                                 support applicable to those mortgage backed
                                 securities.

   (E) CASH FLOW AGREEMENTS...   If the related prospectus supplement so
                                 provides, the trust fund may include guaranteed
                                 investment contracts pursuant to which moneys
                                 held in the collection accounts will be
                                 invested at a specified rate. The trust fund
                                 also may include agreements (as described
                                 below) designed to reduce the effects of
                                 interest rate or currency exchange rate
                                 fluctuations on the trust fund's assets or on
                                 one or more classes of certificates.

                                 Agreements of this sort may include:

                                 o    interest rate exchange or interest rate
                                      swap agreements,

                                 o    interest rate cap, floor or collar
                                      agreements,


                                       -4-



                                 o    currency exchange or swap agreements, or

                                 o    other interest rate or currency
                                      agreements. Currency exchange or swap
                                      agreements might be included in a trust
                                      fund if some or all of the mortgage loans
                                      or mortgage backed securities, such as
                                      mortgage loans secured by mortgaged
                                      properties located outside the United
                                      States, are denominated in a non United
                                      States currency.

                                 The related prospectus supplement will describe
                                 the principal terms of any guaranteed
                                 investment contract or other such agreement and
                                 provide information with respect to the
                                 obligor. If a particular trust fund includes
                                 mortgage backed securities, the related
                                 prospectus supplement will describe any
                                 guaranteed investment contract or other
                                 agreements applicable to those mortgage backed
                                 securities.

REPURCHASES AND SUBSTITUTIONS
   OF MORTGAGE ASSETS;
   ACQUISITION OF ADDITIONAL
   MORTGAGE ASSETS............   If and to the extent described in the related
                                 prospectus supplement, Morgan Stanley Capital I
                                 Inc. a mortgage asset seller or another
                                 specified person or entity may make or assign
                                 to or for the benefit of one of our trusts
                                 various representations and warranties, or may
                                 be obligated to deliver to one of our trusts
                                 various documents, in either case relating to
                                 some or all of the mortgage assets transferred
                                 to that trust. A material breach of one of
                                 those representations and warranties or a
                                 failure to deliver a material document may,
                                 under the circumstances described in the
                                 related prospectus supplement, give rise to an
                                 obligation to repurchase the affected mortgage
                                 asset(s) out of the subject trust or to replace
                                 the affected mortgage asset(s) with other
                                 mortgage asset(s) that satisfy the criteria
                                 specified in the related prospectus supplement
                                 or to reimburse the related trust fund for any
                                 related losses. See "Description of the
                                 Agreements--Assignment of Assets--Repurchases"
                                 and "--Representations and
                                 Warranties--Repurchases" herein.

                                 In addition, if so specified in the related
                                 prospectus supplement, if a mortgage loan
                                 backing a series of certificates defaults, it
                                 may be subject to a fair value purchase option
                                 or other purchase option under the related
                                 pooling and servicing agreement or another
                                 agreement, or may be subject to a purchase
                                 option on the part of another lender whose loan
                                 is secured by the related real estate
                                 collateral or by a security interest in the
                                 equity in the related borrower. Further, if so
                                 specified in the related prospectus supplement,
                                 a special servicer or other specified party for
                                 a trust fund may be obligated to sell a
                                 mortgage asset that is in default. See
                                 "Description of the Agreements--Realization
                                 Upon Defaulted Whole Loans" herein.

                                 In general, the initial total principal balance
                                 of the mortgage assets in a trust will equal or
                                 exceed the initial total principal balance of
                                 the related certificates. If the initial total
                                 principal balance of the related mortgage
                                 assets is less than the initial total principal
                                 balance of any series, we may arrange an
                                 interim deposit of cash or liquid investments
                                 with the trustee to cover the shortfall. For
                                 the period specified in the related prospectus
                                 supplement, following the initial issuance of
                                 that series, we will be entitled to obtain a
                                 release of the deposited cash or investments in
                                 exchange for the deposit of a corresponding
                                 amount of


                                       -5-



                                 mortgage assets. If we fail to deliver mortgage
                                 assets sufficient to make up the entire
                                 shortfall within that specified period, any of
                                 the cash or investments remaining on deposit
                                 with the related trustee will be used to pay
                                 down the principal balance of the related
                                 certificates, as described in the related
                                 prospectus supplement.

                                 If so specified in the related prospectus
                                 supplement, the related trustee may be
                                 authorized or required to apply collections on
                                 the mortgage assets underlying a series of
                                 offered certificates to acquire new mortgage
                                 assets that conform to the description of
                                 mortgage assets in this prospectus, and satisfy
                                 the criteria set forth in the related
                                 prospectus supplement.

                                 If the subject securitization transaction
                                 involves a prefunding or revolving period, then
                                 we will indicate in the related prospectus
                                 supplement, among other things, (i) the term or
                                 duration of the prefunding or revolving period
                                 and for prefunding periods, the amount of
                                 proceeds to be deposited in the prefunding
                                 account and the percentage of the mortgage
                                 asset pool represented by those proceeds, (ii)
                                 for revolving periods, the maximum amount of
                                 additional assets that may be acquired during
                                 the revolving period, if applicable, and the
                                 percentage of the mortgage asset pool
                                 represented by those assets and (iii) any
                                 limitation on the ability to add pool assets.

DISTRIBUTIONS ON
   CERTIFICATES...............   Each series of certificates will have the
                                 following characteristics:

                                 o    if the certificates evidence an interest
                                      in a trust fund that includes mortgage
                                      loans, the certificates will be issued
                                      pursuant to a pooling agreement;

                                 o    if the certificates evidence an interest
                                      in a trust fund that does not include
                                      mortgage loans, the certificates will be
                                      issued pursuant to a trust agreement;

                                 o    each series of certificates will include
                                      one or more classes of certificates;

                                 o    each series of certificates, including any
                                      class or classes not offered by this
                                      prospectus, will represent, in the
                                      aggregate, the entire beneficial ownership
                                      interest in the related trust fund;

                                 o    each class of certificates being offered
                                      to you, other than certain stripped
                                      interest certificates, will have a stated
                                      principal amount; and

                                 o    each class of certificates being offered
                                      to you, other than certain stripped
                                      principal certificates, will accrue
                                      interest based on a fixed, floating,
                                      variable or adjustable interest rate.

                                 The related prospectus supplement will specify
                                 the principal amount, if any, and the interest
                                 rate, if any, for each class of certificates.
                                 In the case of a floating, variable or
                                 adjustable interest rate, the related
                                 prospectus supplement will specify the method
                                 for determining the rate.

                                 The certificates will not be guaranteed or
                                 insured by Morgan Stanley Capital I Inc. or any
                                 of its affiliates. If the related prospectus
                                 supplement so provides, the certificates may be
                                 insured or guaranteed


                                       -6-



                                 by an entity specified therein. Otherwise, the
                                 certificates also will not be guaranteed or
                                 insured by any governmental agency or
                                 instrumentality or by any other person.

   (A) INTEREST...............   Each class of certificates offered to you,
                                 other than stripped principal certificates and
                                 certain classes of stripped interest
                                 certificates, will accrue interest at the rate
                                 indicated in the prospectus supplement.
                                 Interest will be distributed to you as provided
                                 in the related prospectus supplement.

                                 Interest distributions:

                                 o    on stripped interest certificates may be
                                      made on the basis of the notional amount
                                      for that class, as described in the
                                      related prospectus supplement; and

                                 o    may be reduced to the extent of certain
                                      delinquencies, losses, prepayment interest
                                      shortfalls, and other contingencies
                                      described in this prospectus and the
                                      related prospectus supplement.

   (B) PRINCIPAL..............   The certificates of each series initially will
                                 have an aggregate principal balance no greater
                                 than the outstanding principal balance of the
                                 trust fund's assets as of the close of business
                                 on the first day of the month during which the
                                 trust fund is formed, after application of
                                 scheduled payments due on or before that date,
                                 whether or not received. The related prospectus
                                 supplement may provide that the principal
                                 balance of the trust fund's assets will be
                                 determined as of a different date. The
                                 principal balance of a certificate at a given
                                 time represents the maximum amount that the
                                 holder is then entitled to receive of principal
                                 from future cash flow on the assets in the
                                 related trust fund.

                                 Unless the prospectus supplement provides
                                 otherwise, distributions of principal:

                                 o    will be made on each distribution date to
                                      the holders of the class or classes of
                                      certificates entitled to principal
                                      distributions, until the principal
                                      balances of those certificates have been
                                      reduced to zero; and

                                 o    will be made on a pro rata basis among all
                                      of the certificates of a given class or by
                                      random selection, as described in the
                                      prospectus supplement or otherwise
                                      established by the trustee.

                                 Stripped interest or interest-only certificates
                                 will not have a principal balance and will not
                                 receive distributions of principal.

ADVANCES......................   Unless the related prospectus supplement
                                 otherwise provides, if a scheduled payment on a
                                 mortgage loan is delinquent and the master
                                 servicer determines that an advance would be
                                 recoverable, the master servicer will, in most
                                 cases, be required to advance the shortfall.
                                 Neither Morgan Stanley Capital I Inc. nor any
                                 of its affiliates will have any responsibility
                                 to make those advances.


                                       -7-



                                 The master servicer:

                                 o    will be reimbursed for advances from
                                      subsequent recoveries from the delinquent
                                      mortgage loan or from other sources, as
                                      described in this prospectus and the
                                      related prospectus supplement; and

                                 o    will be entitled to interest on advances,
                                      if specified in the related prospectus
                                      supplement.

                                 If a particular trust fund includes mortgage
                                 backed securities, the prospectus supplement
                                 will describe any advance obligations
                                 applicable to those mortgage backed securities.

TERMINATION...................   The related prospectus supplement may provide
                                 for the optional early termination of the
                                 series of certificates through repurchase of
                                 the trust fund's assets by a specified party,
                                 under specified circumstances.

                                 The related prospectus supplement may provide
                                 for the early termination of the series of
                                 certificates in various ways, including:

                                 o    optional early termination where a party
                                      identified in the prospectus supplement
                                      could repurchase the trust fund assets
                                      pursuant to circumstances specified in the
                                      prospectus supplement; and

                                 o    termination through the solicitation of
                                      bids for the sale of all or a portion of
                                      the trust fund assets in the event the
                                      principal amount of a specified class or
                                      classes declines by a specified percentage
                                      amount on or after a specified date.

REGISTRATION OF CERTIFICATES..   If the related prospectus supplement so
                                 provides, one or more classes of the
                                 certificates being offered to you will
                                 initially be represented by one or more
                                 certificates registered in the name of Cede &
                                 Co., as the nominee of the Depository Trust
                                 Company. If the certificate you purchase is
                                 registered in the name of Cede & Co., you will
                                 not be entitled to receive a definitive
                                 certificate, except under the limited
                                 circumstances described in this prospectus.

TAX STATUS OF THE
   CERTIFICATES ..............   The certificates of each series will constitute
                                 either:

                                 o    regular interests and residual interests
                                      in a trust treated as a real estate
                                      mortgage investment conduit--known as a
                                      REMIC--under Sections 860A through 860G of
                                      the Internal Revenue Code; or

                                 o    interests in a trust treated as a grantor
                                      trust under applicable provisions of the
                                      Internal Revenue Code.

   (A) REMIC .................   The regular certificates of the REMIC generally
                                 will be treated as debt obligations of the
                                 applicable REMIC for federal income tax
                                 purposes. Some of the regular certificates of
                                 the REMIC may be issued with original issue
                                 discount for federal income tax purposes.

                                 A portion or, in certain cases, all of the
                                 income from REMIC residual certificates:

                                 o    may not be offset by any losses from other
                                      activities of the holder of those
                                      certificates;


                                       -8-



                                 o    may be treated as unrelated business
                                      taxable income for holders of the residual
                                      certificates of the REMIC that are subject
                                      to tax on unrelated business taxable
                                      income, as defined in Section 511 of the
                                      Internal Revenue Code; and

                                 o    may be subject to U.S. withholding tax.

                                 To the extent described in this prospectus and
                                 the related prospectus supplement, the
                                 certificates offered to you will be treated as:

                                 o    assets described in section 7701(a)(19)(C)
                                      of the Internal Revenue Code; and

                                 o    "real estate assets" within the meaning of
                                      sections 856(c)(4)(A) and 856(c)(5)(B) of
                                      the Internal Revenue Code.

   (B) GRANTOR TRUST..........   If no election is made to treat the trust fund
                                 relating to a series of certificates as a
                                 REMIC, the trust fund will be classified as a
                                 grantor trust and not as an association taxable
                                 as a corporation for federal income tax
                                 purposes. If the trust fund is a grantor trust,
                                 you will be treated as an owner of an undivided
                                 pro rata interest in the mortgage pool or pool
                                 of securities and any other assets held by the
                                 trust fund. In certain cases the certificates
                                 may represent interests in a portion of a trust
                                 fund as to which one or more REMIC elections,
                                 as described above, are also made.

                                 Investors are advised to consult their tax
                                 advisors and to review "Federal Income Tax
                                 Consequences" in this prospectus and the
                                 related prospectus supplement.

ERISA CONSIDERATIONS..........   If you are subject to Title I of the Employee
                                 Retirement Income Security Act of 1974, as
                                 amended--also known as ERISA, or Section 4975
                                 of the Internal Revenue Code, you should
                                 carefully review with your legal advisors
                                 whether the purchase or holding of certificates
                                 could give rise to a transaction that is
                                 prohibited or is not otherwise permissible
                                 under either statute.

                                 In general, the related prospectus supplement
                                 will specify that some of the classes of
                                 certificates may not be transferred unless the
                                 trustee and Morgan Stanley Capital I Inc.
                                 receive a letter of representations or an
                                 opinion of counsel to the effect that:

                                 o    the transfer will not result in a
                                      violation of the prohibited transaction
                                      provisions of ERISA or the Internal
                                      Revenue Code;

                                 o    the transfer will not cause the assets of
                                      the trust fund to be deemed "plan assets"
                                      for purposes of ERISA or the Internal
                                      Revenue Code; and

                                 o    the transfer will not subject any of the
                                      trustee, Morgan Stanley Capital I Inc. or
                                      any servicer to additional obligations.

LEGAL INVESTMENT..............   The related prospectus supplement will specify
                                 whether any classes of the offered certificates
                                 will constitute "mortgage related securities"
                                 for purposes of the Secondary Mortgage Market
                                 Enhancement Act of 1984, as amended. If your
                                 investment activities are subject to legal
                                 investment laws and regulations, regulatory
                                 capital requirements, or


                                       -9-



                                 review by regulatory authorities, then you may
                                 be subject to restrictions on investment in the
                                 offered certificates. You should consult your
                                 own legal advisors for assistance in
                                 determining the suitability of and consequences
                                 to you of the purchase, ownership, and the sale
                                 of the offered certificates.

RATING........................   At the date of issuance, each class of
                                 certificates of each series that are offered to
                                 you will be rated not lower than investment
                                 grade by one or more nationally recognized
                                 statistical rating agencies.


                                      -10-



                                  RISK FACTORS

     You should carefully consider the risks involved in owning a certificate
before purchasing a certificate. In particular, the timing and payments you
receive 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 under Risk Factors, together
with those described in the related prospectus supplement under Risk Factors,
summarize the material risks relating to your certificates.

THE LACK OF A SECONDARY MARKET
   MAY MAKE IT DIFFICULT FOR
   YOU TO RESELL YOUR
   CERTIFICATES...............   Secondary market considerations may make your
                                 certificates difficult to resell or less
                                 valuable than you anticipated for a variety of
                                 reasons, including:

                                 o    there may not be a secondary market for
                                      the certificates;

                                 o    if a secondary market develops, we cannot
                                      assure you that it will continue or will
                                      provide you with the liquidity of
                                      investment you may have anticipated. Lack
                                      of liquidity could result in a substantial
                                      decrease in the market value of your
                                      certificates;

                                 o    the market value of your certificates will
                                      fluctuate with changes in interest rates;

                                 o    the secondary market for certificates
                                      backed by residential mortgages may be
                                      more liquid than the secondary market for
                                      certificates backed by multifamily and
                                      commercial mortgages so if your liquidity
                                      assumptions were based on the secondary
                                      market for certificates backed by
                                      residential mortgages, your assumptions
                                      may not be correct;

                                 o    certificateholders have no redemption
                                      rights; and

                                 o    secondary market purchasers are limited to
                                      this prospectus, the related prospectus
                                      supplement and to the reports delivered to
                                      certificateholders for information
                                      concerning the certificates.

                                 Morgan Stanley & Co. Incorporated currently
                                 expects to make a secondary market in your
                                 certificates, but it has no obligation to do
                                 so.

THE TRUST FUND'S ASSETS MAY BE
   INSUFFICIENT TO ALLOW FOR
   REPAYMENT IN FULL ON YOUR
   CERTIFICATES ..............   Unless the related prospectus supplement so
                                 specifies, the sole source of payment on your
                                 certificates will be proceeds from the assets
                                 included in the trust fund for each series of
                                 certificates and any form of credit enhancement
                                 specified in the related prospectus supplement.
                                 You will not have any claim against, or
                                 security interest in, the trust fund for any
                                 other series. In addition, in general, there is
                                 no recourse to Morgan Stanley Capital I Inc. or
                                 any other entity, and neither the certificates
                                 nor the underlying mortgage loans are
                                 guaranteed or insured by any governmental
                                 agency or instrumentality or any other entity.


                                      -11-



                                 Therefore, if the trust fund's assets are
                                 insufficient to pay you your expected return,
                                 in most situations you will not receive payment
                                 from any other source. Exceptions include:

                                 o    loan repurchase obligations in connection
                                      with a breach of certain of the
                                      representations and warranties; and

                                 o    advances on delinquent loans, to the
                                      extent the master servicer deems the
                                      advance will be recoverable.

                                 Because some of the representations and
                                 warranties with respect to the mortgage loans
                                 or mortgage backed securities may have been
                                 made or assigned in connection with transfers
                                 of the mortgage loans or mortgage backed
                                 securities prior to the closing date, the
                                 rights of the trustee and the
                                 certificateholders with respect to those
                                 representations or warranties will be limited
                                 to their rights as assignees. Unless the
                                 related prospectus supplement so specifies,
                                 neither Morgan Stanley Capital I Inc., the
                                 master servicer nor any affiliate thereof will
                                 have any obligation with respect to
                                 representations or warranties made by any other
                                 entity.

                                 There may be accounts, as described in the
                                 related prospectus supplement, maintained as
                                 credit support. The amounts in these accounts
                                 may be withdrawn, under conditions described in
                                 the related prospectus supplement. Any
                                 withdrawn amounts will not be available for the
                                 future payment of principal or interest on the
                                 certificates.

                                 If a series of certificates consists of one or
                                 more classes of subordinate certificates, the
                                 amount of any losses or shortfalls in
                                 collections of assets on any distribution date
                                 will be borne first by one or more classes of
                                 the subordinate certificates, as described in
                                 the related prospectus supplement. Thereafter,
                                 those losses or shortfalls will be borne by the
                                 remaining classes of certificates, in the
                                 priority and manner and subject to the
                                 limitations specified in the related prospectus
                                 supplement.

PREPAYMENTS AND REPURCHASES
   MAY REDUCE THE YIELD ON
   YOUR CERTIFICATES .........   The yield on your certificates may be reduced
                                 by prepayments on the mortgage loans or
                                 mortgage backed securities because prepayments
                                 affect the average life of the certificates.
                                 Prepayments can be voluntary, if permitted, and
                                 involuntary, such as prepayments resulting from
                                 casualty or condemnation, defaults and
                                 liquidations or repurchases upon breaches of
                                 representations and warranties. The investment
                                 performance of your certificates may vary
                                 materially and adversely from your expectation
                                 if the actual rate of prepayment is higher or
                                 lower than you anticipated.

                                 Voluntary prepayments may require the payment
                                 of a yield maintenance or prepayment premium.
                                 Nevertheless, we cannot assure you that the
                                 existence of the prepayment premium will cause
                                 a borrower to refrain from prepaying its
                                 mortgage loan nor can we assure you of the rate
                                 at which prepayments will occur. Morgan Stanley
                                 Mortgage Capital Inc., under certain
                                 circumstances, may be required to repurchase a
                                 mortgage loan from the trust fund if there has
                                 been a breach of a representation or warranty.
                                 The repurchase price paid will be passed
                                 through to you, as a certificateholder, with
                                 the same effect as if the mortgage loan had
                                 been prepaid in part or in full, except that no


                                      -12-



                                 prepayment premium or yield maintenance charge
                                 would be payable. Such a repurchase may
                                 therefore adversely affect the yield to
                                 maturity on your certificates.

                                 In a pool of mortgage loans, the rate of
                                 prepayment is unpredictable as it is influenced
                                 by a variety of factors including:

                                 o    the terms of the mortgage loans;

                                 o    the length of any prepayment lockout
                                      period;

                                 o    the prevailing interest rates;

                                 o    the availability of mortgage credit;

                                 o    the applicable yield maintenance charges
                                      or prepayment premiums;

                                 o    the servicer's ability to enforce those
                                      yield maintenance charges or prepayment
                                      premiums;

                                 o    the occurrence of casualties or natural
                                      disasters; and

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

                                 There can be no assurance that the rate of
                                 prepayments will conform to any model described
                                 in this prospectus or in the related prospectus
                                 supplement.

                                 Some of the certificates may be more sensitive
                                 to prepayments than other certificates and in
                                 certain cases, the certificateholder holding
                                 these certificates may fail to recoup its
                                 original investment. You should carefully
                                 consider the specific characteristics of the
                                 certificates you purchase, as well as your
                                 investment approach and strategy. For instance,
                                 if you purchase a certificate at a premium, a
                                 prepayment may reduce the stream of interest
                                 payments you are entitled to receive on your
                                 certificate and your actual yield may be lower
                                 than your anticipated yield. Similarly, if you
                                 purchase a certificate which provides for the
                                 payment of interest only, or a certificate
                                 which provides for the payment of interest only
                                 after the occurrence of certain events, such as
                                 the retirement of one or more other classes of
                                 certificates of a series, you will probably be
                                 extremely sensitive to prepayments because a
                                 prepayment may reduce the stream of interest
                                 payments you are entitled to receive on your
                                 certificate.

IF PREPAYMENT PREMIUMS ARE NOT
   ENFORCED, YOUR CERTIFICATES
   MAY BE ADVERSELY
   AFFECTED ..................   The yield on your certificates may be less than
                                 anticipated because the prepayment premium or
                                 yield maintenance required under certain
                                 prepayment scenarios may not be enforceable in
                                 some states or under federal bankruptcy laws.

                                 o    Some courts may consider the prepayment
                                      premium to be usurious.


                                      -13-



                                 o    Even if the prepayment premium is
                                      enforceable, we cannot assure you that
                                      foreclosure proceeds will be sufficient to
                                      pay the prepayment premium.

                                 o    Although the collateral substitution
                                      provisions related to defeasance are not
                                      suppose to be treated as a prepayment and
                                      should not affect your certificates, we
                                      cannot assure you that a court will not
                                      interpret the defeasance provisions as
                                      requiring a prepayment premium; nor can we
                                      assure you that if it is treated as a
                                      prepayment premium, the court will find
                                      the defeasance income stream enforceable.

THE TIMING OF MORTGAGE LOAN
   AMORTIZATION MAY ADVERSELY
   AFFECT PAYMENT ON YOUR
   CERTIFICATES ..............   As principal payments or prepayments are made
                                 on a mortgage loan, the mortgage pool will be
                                 exposed to concentration risks with respect to
                                 the diversity of mortgaged properties, types of
                                 mortgaged properties and number of borrowers.
                                 Classes that have a later sequential
                                 designation or a lower payment priority are
                                 more likely to be exposed to these
                                 concentration risks than are classes with an
                                 earlier sequential designation or higher
                                 priority. This is so because principal on the
                                 certificates will be payable in sequential
                                 order, and no class entitled to a distribution
                                 of principal will receive its principal until
                                 the principal amount of the preceding class or
                                 classes entitled to receive principal have been
                                 reduced to zero.

RATINGS DO NOT GUARANTY
   PAYMENT....................   Any rating assigned by a rating agency to a
                                 class of certificates reflects the rating
                                 agency's assessment of the likelihood that
                                 holders of the class of certificates will
                                 receive the payments to which they are
                                 entitled.

                                 o    The ratings do not assess the likelihood
                                      that you will receive timely payments on
                                      your certificates.

                                 o    The ratings do not assess the likelihood
                                      of prepayments, including those caused by
                                      defaults.

                                 o    The ratings do not assess the likelihood
                                      of early optional termination of the
                                      certificates.

                                 Each rating agency rating classes of a
                                 particular series will determine the amount,
                                 type and nature of credit support required for
                                 that series. This determination may be based on
                                 an actuarial analysis of the behavior of
                                 mortgage loans in a larger group taking into
                                 account the appraised value of the real estate
                                 and the commercial and multifamily real estate
                                 market.

                                 o    We cannot assure you that the historical
                                      data supporting the actuarial analysis
                                      will accurately reflect or predict the
                                      rate of delinquency, foreclosure or loss
                                      that will be experienced by the mortgage
                                      loans in a particular series.

                                 o    We cannot assure you that the appraised
                                      value of any property securing a mortgage
                                      loan in a particular series will remain
                                      stable throughout the life of your
                                      certificate.


                                      -14-



                                 o    We cannot assure you that the real estate
                                      market will not experience an overall
                                      decline in property values nor can we
                                      assure you that the outstanding balance of
                                      any mortgage loan in a particular series
                                      will always be less than the market value
                                      of the property securing the mortgage
                                      loan.

RATINGS DO NOT GUARANTY
   VALUE .....................   If one or more rating agencies downgrade
                                 certificates of a series, your certificate will
                                 decrease in value. Because none of Morgan
                                 Stanley Capital I Inc., the seller, the master
                                 servicer, the trustee or any affiliate has any
                                 obligation to maintain a rating of a class of
                                 certificates, you will have no recourse if your
                                 certificate decreases in value.

CASH FLOW FROM THE PROPERTIES
   MAY BE VOLATILE AND
   INSUFFICIENT TO ALLOW
   TIMELY PAYMENT ON YOUR
   CERTIFICATES ..............   Repayment of a commercial or multifamily
                                 mortgage loan is dependent on the income
                                 produced by the property. Therefore, the
                                 borrower's ability to repay a mortgage loan
                                 depends primarily on the successful operation
                                 of the property and the net operating income
                                 derived from the property. Net operating income
                                 can be volatile and may be adversely affected
                                 by factors such as:

                                 o    economic conditions causing plant closings
                                      or industry slowdowns;

                                 o    an oversupply of available retail space,
                                      office space or multifamily housing;

                                 o    changes in consumer tastes and
                                      preferences;

                                 o    decrease in consumer confidence;

                                 o    retroactive changes in building codes;

                                 o    the age, design and construction quality
                                      of the property, including perceptions
                                      regarding the attractiveness, convenience
                                      or safety of the property;

                                 o    the age, design, construction quality and
                                      proximity of competing properties;

                                 o    increases in operating expenses due to
                                      external factors such as increases in
                                      heating or electricity costs;

                                 o    increases in operating expenses due to
                                      maintenance or improvements required at
                                      the property;

                                 o    a decline in the financial condition of a
                                      major tenant;

                                 o    a decline in rental rates as leases are
                                      renewed or entered into with new tenants;

                                 o    the concentration of a particular business
                                      type in a building;

                                 o    the length of tenant leases;

                                 o    the creditworthiness of tenants; and

                                 o    the property's "operating leverage."


                                      -15-



                                 Operating leverage refers to the percentage of
                                 total property expenses in relation to revenue,
                                 the ratio of fixed operating expenses to those
                                 that vary with revenue and the level of capital
                                 expenditures required to maintain the property
                                 and retain or replace tenants.

                                 If a commercial property is designed for a
                                 specific tenant, net operating income may be
                                 adversely affected if that tenant defaults
                                 under its obligations because properties
                                 designed for a specific tenant often require
                                 substantial renovation before it is suitable
                                 for a new tenant. As a result, the proceeds
                                 from liquidating this type of property
                                 following foreclosure might be insufficient to
                                 cover the principal and interest due under the
                                 loan.

                                 It is anticipated that a substantial portion of
                                 the mortgage loans included in any trust fund
                                 will be nonrecourse loans or loans for which
                                 recourse may be restricted or unenforceable.
                                 Therefore, if a borrower defaults, recourse may
                                 be had only against the specific property and
                                 any other assets that have been pledged to
                                 secure the related mortgage loan.

PROPERTY VALUE MAY BE
   ADVERSELY AFFECTED EVEN
   WHEN THERE IS NO CHANGE IN
   CURRENT OPERATING INCOME ..   Various factors may adversely affect the value
                                 of the mortgaged properties without affecting
                                 the properties' current net operating income.
                                 These factors include among others:

                                 o    changes in governmental regulations,
                                      fiscal policy, zoning or tax laws;

                                 o    potential environmental legislation or
                                      liabilities or other legal liabilities;

                                 o    the availability of refinancing; and

                                 o    changes in interest rate levels or yields
                                      required by investors in income-producing
                                      commercial properties.

THE PROSPECTIVE PERFORMANCE OF
   THE COMMERCIAL AND
   MULTIFAMILY MORTGAGE LOANS
   INCLUDED IN EACH TRUST
   SHOULD BE EVALUATED
   SEPARATELY FROM THE
   PERFORMANCE OF THE MORTGAGE
   LOANS IN ANY OF OUR OTHER
   TRUSTS.....................   While there may be certain common factors
                                 affecting the performance and value of
                                 income-producing real properties in general,
                                 those factors do not apply equally to all
                                 income-producing real properties and, in many
                                 cases, there are unique factors that will
                                 affect the performance and/or value of a
                                 particular income-producing real property.
                                 Moreover, the effect of a given factor on a
                                 particular real property will depend on a
                                 number of variables, including but not limited
                                 to property type, geographic location,
                                 competition, sponsorship and other
                                 characteristics of the property and the related
                                 mortgage loan. Each income-producing real
                                 property represents a separate and distinct
                                 business venture; and, as a result, each of the
                                 multifamily and commercial mortgage loans
                                 included in one of the depositor's trusts
                                 requires a unique underwriting


                                      -16-



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

VARIOUS TYPES OF
   INCOME-PRODUCING PROPERTIES
   MAY SECURE MORTGAGE LOANS
   UNDERLYING A SERIES OF
   CERTIFICATES AND EACH TYPE
   OF INCOME-PRODUCING
   PROPERTY MAY PRESENT
   SPECIAL RISKS..............   The mortgage loans underlying a series of
                                 certificates may be secured by numerous types
                                 of multifamily and commercial properties. The
                                 adequacy of an income-producing property as
                                 security for a mortgage loan depends in large
                                 part on its value and ability to generate net
                                 operating income. The relative importance of
                                 any factor affecting the value or operation of
                                 an income-producing property will depend on the
                                 type and use of the property, and the type and
                                 use of a particular income-producing property
                                 may present special risks. Additionally, many
                                 types of commercial properties are not readily
                                 convertible to alternative uses if the original
                                 use is not successful or may require
                                 significant capital expenditures to effect any
                                 conversion to an alternative use.

THE OPERATION OF COMMERCIAL
   PROPERTIES IS DEPENDENT
   UPON SUCCESSFUL
   MANAGEMENT.................   The successful operation of a real estate
                                 project depends upon the property manager's
                                 performance and viability. The property manager
                                 is responsible for:

                                 o    responding to changes in the local market;


                                      -17-



                                 o    planning and implementing the rental
                                      structure;

                                 o    operating the property and providing
                                      building services;

                                 o    managing operating expenses; and

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

                                 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 building 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.
                                 Properties deriving revenues primarily from
                                 short-term sources are generally more
                                 management intensive than properties leased to
                                 creditworthy tenants under long-term leases.

                                 Morgan Stanley Capital I Inc. makes no
                                 representation or warranty as to the skills of
                                 any present or future managers. Additionally,
                                 Morgan Stanley Capital I Inc. cannot assure you
                                 that the property managers will be in a
                                 financial condition to fulfill their management
                                 responsibilities throughout the terms of their
                                 respective management agreements.

YOU SHOULD CONSIDER THE NUMBER
   OF MORTGAGE LOANS IN THE
   POOL.......................   Assuming pools of equal aggregate unpaid
                                 principal balances, the concentration of
                                 default, foreclosure and loss in a trust fund
                                 containing fewer mortgage loans will generally
                                 be higher than that in trust fund containing
                                 more mortgage loans.

YOUR INVESTMENT IS NOT INSURED
   OR GUARANTEED AND YOUR
   SOURCE FOR REPAYMENTS IS
   LIMITED....................   Payments under the mortgage loans are generally
                                 not insured or guaranteed by any person or
                                 entity.

                                 In general, the borrowers under the mortgage
                                 loans will be entities created to own or
                                 purchase the related commercial property. The
                                 borrowers are set up this way, in significant
                                 part, to isolate the property from the debts
                                 and liabilities of the person creating the
                                 entity. In most cases, the loan will represent
                                 a nonrecourse obligation of the related
                                 borrower secured by the lien of the related
                                 mortgage and the related lease assignments.
                                 Even if the loan is recourse, the borrower
                                 generally will not have any significant assets
                                 other than the property or properties and the
                                 related leases, which will be pledged to the
                                 trustee. Therefore, payments on the loans and,
                                 in turn, payments of principal and interest on
                                 your certificates, will depend primarily or
                                 solely on rental payments by the lessees. Those
                                 rental payments will, in turn, depend on
                                 continued occupancy by, or the creditworthiness
                                 of, those lessees. Both continued occupancy and
                                 creditworthiness may be adversely affected by a
                                 general economic downturn or an adverse change
                                 in the lessees' financial conditions.


                                      -18-



BORROWER MAY BE UNABLE TO
   REPAY THE REMAINING
   PRINCIPAL BALANCE ON ITS
   MATURITY DATE WHICH WOULD
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES .........   Some of the mortgage loans may not be fully
                                 amortizing over their terms to maturity and
                                 will require substantial principal
                                 payments--i.e., balloon payments--at their
                                 stated maturity. Mortgage loans with balloon
                                 payments involve a greater degree of risk
                                 because a borrower's ability to make a balloon
                                 payment typically will depend upon its ability
                                 either to timely refinance the loan or to
                                 timely sell the mortgaged property. However,
                                 refinancing a loan or selling the property will
                                 be affected by a number of factors, including:

                                 o    interest rates;

                                 o    the borrower's equity in the property;

                                 o    the financial condition and operating
                                      history of the borrower and the property;

                                 o    tax laws;

                                 o    renewability of operating licenses;

                                 o    prevailing economic conditions and the
                                      availability of credit for commercial and
                                      multifamily properties;

                                 o    with respect to certain multifamily
                                      properties and mobile home parks, rent
                                      control laws; and

                                 o    with respect to hospitals, nursing homes
                                      and convalescent homes, reimbursement
                                      rates from private and public coverage
                                      providers.

YOUR CERTIFICATES WILL BEAR
   LOSSES IF INSUFFICIENT
   FUNDS ARE AVAILABLE TO
   SATISFY ANY JUNIOR MORTGAGE
   LOANS......................   If the prospectus supplement so specifies, some
                                 of the mortgage loans may be secured primarily
                                 by junior mortgages. In the event of a
                                 liquidation, satisfaction of a mortgage loan
                                 secured by a junior mortgage will be
                                 subordinate to the satisfaction of the related
                                 senior mortgage loan. If the proceeds are
                                 insufficient to satisfy the junior mortgage and
                                 the related senior mortgage, the junior
                                 mortgage loan in the trust fund would suffer a
                                 loss and the class of certificate you own may
                                 bear that loss. Therefore, any risks of
                                 deficiencies associated with first mortgage
                                 loans will be even greater in the case of
                                 junior mortgage loans. See "--Risks Factors."

OBLIGOR DEFAULT MAY ADVERSELY
   AFFECT PAYMENT ON YOUR
   CERTIFICATES...............   If the related prospectus supplement so
                                 specifies, a master servicer, a sub servicer or
                                 a special servicer will be permitted, within
                                 prescribed parameters, to extend and modify
                                 whole loans that are in default or as to which
                                 a payment default is imminent. Any ability to
                                 extend or modify may apply, in particular, to
                                 whole loans with balloon payments. In addition,
                                 a master servicer, a sub servicer or a special
                                 servicer may receive a workout fee based on
                                 receipts from, or proceeds of, those whole
                                 loans. While any entity granting this type of
                                 extension or


                                      -19-



                                 modification generally will be required to
                                 determine that the extension or modification is
                                 reasonably likely to produce a greater recovery
                                 on a present value basis than liquidation,
                                 there is no assurance this will be the case.
                                 Additionally, if the related prospectus
                                 supplement so specifies, some of the mortgage
                                 loans included in the mortgage pool may have
                                 been subject to workouts or similar
                                 arrangements following prior periods of
                                 delinquency and default.

TENANT BANKRUPTCY MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   The bankruptcy or insolvency of a major tenant,
                                 or of a number of smaller tenants may adversely
                                 affect the income produced by a mortgaged
                                 property. Under the Bankruptcy Code, a tenant
                                 has the option of assuming or rejecting any
                                 unexpired lease. If the tenant rejects the
                                 lease, the landlord's claim would be a general
                                 unsecured claim against the tenant, absent
                                 collateral securing the claim. The claim would
                                 be limited to the unpaid rent reserved for the
                                 periods prior to the bankruptcy petition or the
                                 earlier surrender of the leased premises, which
                                 are unrelated to the rejection, plus the
                                 greater of one year's rent or 15% of the
                                 remaining rent reserved under the lease, but
                                 not more than three years' rent to cover any
                                 rejection related claims.

BORROWER BANKRUPTCY MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   Under the 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, 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-value of the mortgaged property.
                                 Such an action would make the lender a general
                                 unsecured creditor for the difference between
                                 the then-value and the amount of its
                                 outstanding mortgage indebtedness. A bankruptcy
                                 court also may:

                                 o    grant a debtor a reasonable time to cure a
                                      payment default on a mortgage loan;

                                 o    reduce monthly payments due under a
                                      mortgage loan;

                                 o    change the rate of interest due on a
                                      mortgage loan; or

                                 o    otherwise alter the mortgage loan's
                                      repayment schedule.

                                 Moreover, the filing of a petition in
                                 bankruptcy by, or on behalf of, a junior
                                 lienholder may stay the senior lienholder from
                                 taking action to foreclose on the mortgaged
                                 property in a manner that would substantially
                                 diminish the position of 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.


                                      -20-



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

                                 As a result of the foregoing, the lender'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.

SOPHISTICATION OF THE BORROWER
   MAY ADVERSELY AFFECT
   PAYMENT ON YOUR
   CERTIFICATES...............   In general, the mortgage loans will be made to
                                 partnerships, corporations or other entities
                                 rather than individuals. This may entail
                                 greater risks of loss from delinquency and
                                 foreclosure than do single family mortgage
                                 loans. In addition, the borrowers under
                                 commercial mortgage loans may be more
                                 sophisticated than the average single family
                                 home borrower. This may increase the likelihood
                                 of protracted litigation or the likelihood of
                                 bankruptcy in default situations.

CREDIT SUPPORT MAY NOT COVER
   LOSSES OR RISKS WHICH COULD
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   Although the prospectus supplement for a series
                                 of certificates will describe the credit
                                 support for the related trust fund, the credit
                                 support will be limited in amount and coverage
                                 and may not cover all potential losses or
                                 risks. Use of credit support will be subject to
                                 the conditions and limitations described in the
                                 prospectus and in the related prospectus
                                 supplement. Moreover, any applicable credit
                                 support may not cover all potential losses or
                                 risks. For example, credit support may not
                                 cover fraud or negligence by a mortgage loan
                                 originator or other parties.

                                 A series of certificates may include one or
                                 more classes of subordinate certificates, which
                                 may include certificates being offered to you.
                                 Although subordination is intended to reduce
                                 the senior certificateholders' risk of
                                 delinquent distributions or ultimate losses,
                                 the amount of subordination will be limited and
                                 may decline under certain circumstances. In
                                 addition, if principal payments are made in a
                                 specified order of priority, and limits exist
                                 with respect to the aggregate amount of claims
                                 under any related credit support, the credit
                                 support may be exhausted before the principal
                                 of the certificate classes with lower priority
                                 has been repaid. Significant losses and
                                 shortfalls on the assets consequently may fall
                                 primarily upon classes of certificates having a
                                 lower payment priority.

                                 The amount of any credit support supporting one
                                 or more classes of certificates being offered
                                 to you, including the subordination of one or
                                 more classes will be determined on the basis of
                                 criteria established by each pertinent rating
                                 agency. Those criteria will be based on an
                                 assumed level of defaults, delinquencies, other
                                 losses or other factors. However, the loss
                                 experience on the related mortgage loans or
                                 mortgage backed securities may exceed the
                                 assumed levels. See "Description of Credit
                                 Support."


                                      -21-



                                 Regardless of the form of any credit
                                 enhancement, the amount of coverage will be
                                 limited and, in most cases, will be subject to
                                 periodic reduction, in accordance with a
                                 schedule or formula. The master servicer
                                 generally will be permitted to reduce,
                                 terminate or substitute all or a portion of the
                                 credit enhancement for any series of
                                 certificates, if the applicable rating agency
                                 indicates that the then current ratings will
                                 not be adversely affected. A rating agency may
                                 lower the ratings of any series of certificates
                                 if the obligations of any credit support
                                 provider are downgraded. The ratings also may
                                 be lowered if losses on the related mortgage
                                 loans or MBS substantially exceed the level
                                 contemplated by the rating agency at the time
                                 of its initial rating analysis. Neither Morgan
                                 Stanley Capital I Inc., the master servicer nor
                                 any of their affiliates will have any
                                 obligation to replace or supplement any credit
                                 enhancement, or to take any other action to
                                 maintain any ratings of any series of
                                 certificates.

INVESTORS IN SUBORDINATE
   CLASSES OF CERTIFICATES MAY
   BE SUBJECT TO DELAYS IN
   PAYMENT AND MAY NOT RECOVER
   THEIR INITIAL INVESTMENTS..   To the extent described in this prospectus, the
                                 subordinate certificateholders' rights to
                                 receive distributions with respect to the
                                 assets to which they would otherwise be
                                 entitled will be subordinate to the rights of
                                 the senior certificateholders and of the master
                                 servicer, if the master servicer is paid its
                                 servicing fee, including any unpaid servicing
                                 fees with respect to one or more prior periods,
                                 and is reimbursed for certain unreimbursed
                                 advances and unreimbursed liquidation expenses.
                                 As a result, investors in subordinate
                                 certificates must be prepared to bear the risk
                                 that they may be subject to delays in payment
                                 and may not recover their initial investments.

                                 The yields on the subordinate certificates may
                                 be extremely sensitive to the loss experience
                                 of the assets and the timing of any losses. If
                                 the actual rate and amount of losses
                                 experienced by the assets exceed the rate and
                                 amount assumed by an investor, the yields to
                                 maturity on the subordinate certificates may be
                                 lower than anticipated.

DIFFICULTIES IN ENFORCEMENT OF
   LOAN PROVISIONS MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   The mortgage loans may contain due-on-sale
                                 clauses, which permit a lender to accelerate
                                 the maturity of the mortgage loan if the
                                 borrower sells, transfers or conveys the
                                 related mortgaged property or its interest in
                                 the mortgaged property and debt-acceleration
                                 clauses, which permit a lender to accelerate
                                 the loan upon a monetary or non-monetary
                                 default by the borrower. These clauses are
                                 generally enforceable. The courts of all states
                                 will enforce clauses providing for acceleration
                                 in the event of a material payment default. The
                                 equity courts, however, may refuse to enforce
                                 these clauses if acceleration of the
                                 indebtedness would be inequitable, unjust or
                                 unconscionable.

                                 If the related prospectus supplement so
                                 specifies, the mortgage loans will be secured
                                 by an assignment of leases and rents. Pursuant
                                 to those assignments, the borrower typically
                                 assigns its right, title and interest as
                                 landlord under the leases on the related
                                 mortgaged property and the income derived from
                                 the leases to the lender as further security
                                 for the


                                      -22-



                                 related mortgage loan, 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. These assignments are typically
                                 not perfected as security interests prior to
                                 actual possession of the cash flows. Some state
                                 laws may require that the lender take
                                 possession of the mortgaged property and obtain
                                 judicial appointment of a receiver before
                                 becoming entitled to collect the rents. In
                                 addition, if bankruptcy or similar proceedings
                                 are commenced by or in respect of the borrower,
                                 the lender's ability to collect the rents may
                                 be adversely affected. See "Legal Aspects of
                                 the Mortgage Loans and the Leases--Leases and
                                 Rents."

ENVIRONMENTAL ISSUES AT THE
   MORTGAGED PROPERTIES MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   Real property pledged as security for a
                                 mortgage loan may be subject to environmental
                                 risks. Under federal law and the laws of
                                 certain states, contamination of a property may
                                 give rise to a lien on the property to assure
                                 the costs of cleanup. In several states, this
                                 type of lien has priority over the lien of an
                                 existing mortgage against the property.
                                 Moreover, the presence of hazardous or toxic
                                 substances, or the failure to remediate the
                                 property, may adversely affect the owner or
                                 operator's ability to borrow using the property
                                 as collateral. In addition, under the laws of
                                 some states and under CERCLA and other federal
                                 law, a lender may become liable, as an "owner
                                 operator," for costs of addressing releases or
                                 threatened releases of hazardous substances
                                 that require remedy at a property, if agents or
                                 employees of the lender have become
                                 sufficiently involved in the management or
                                 operations of the borrower. Liability may be
                                 imposed even if the environmental damage or
                                 threat was caused by a prior owner.

                                 Under certain circumstances, a lender also
                                 risks this type of liability on foreclosure of
                                 the mortgage. Unless the related prospectus
                                 supplement specifies otherwise, neither the
                                 master servicer, the sub-servicer nor the
                                 special servicer may acquire title to a
                                 mortgaged property or take over its operation
                                 unless the master servicer has previously
                                 determined, based upon a report prepared by a
                                 person who regularly conducts environmental
                                 audits, that:

                                 o    the mortgaged property is in compliance
                                      with applicable environmental laws, and
                                      there are no circumstances present at the
                                      mortgaged property for which
                                      investigation, testing, monitoring,
                                      containment, clean-up or remediation could
                                      be required under any federal, state or
                                      local law or regulation; or

                                 o    if the mortgaged property is not in
                                      compliance with applicable environmental
                                      laws or circumstances requiring any of the
                                      foregoing actions are present, that it
                                      would be in the best economic interest of
                                      the trust fund to acquire title to the
                                      mortgaged property and take the actions as
                                      would be necessary and appropriate to
                                      effect compliance or respond to those
                                      circumstances.

                                 See "Legal Aspects of the Mortgage Loans and
                                 Leases--Environmental Legislation."


                                      -23-



IF YOU ARE SUBJECT TO ERISA,
   YOU MAY NOT BE ELIGIBLE TO
   PURCHASE CERTIFICATES......   Generally, ERISA applies to investments made by
                                 employee benefit plans and transactions
                                 involving the assets of those plans. Due to the
                                 complexity of regulations governing those
                                 plans, prospective investors that are subject
                                 to ERISA are urged to consult their own counsel
                                 regarding consequences under ERISA of
                                 acquisition, ownership and disposition of the
                                 offered certificates of any series.

THE INCOME TAX CONSIDERATIONS
   SHOULD IMPACT YOUR DECISION
   TO PURCHASE A REMIC
   RESIDUAL CERTIFICATE.......   Except as provided in the prospectus
                                 supplement, REMIC residual certificates are
                                 anticipated to have "phantom income" associated
                                 with them. That is, taxable income is
                                 anticipated to be allocated to the REMIC
                                 residual certificates in the early years of the
                                 existence of the related REMIC--even if the
                                 REMIC residual certificates receive no
                                 distributions from the related REMIC--with a
                                 corresponding amount of losses allocated to the
                                 REMIC residual certificates in later years.
                                 Accordingly, the present value of the tax
                                 detriments associated with the REMIC residual
                                 certificates may significantly exceed the
                                 present value of the tax benefits related
                                 thereto, and the REMIC residual certificates
                                 may have a negative "value."

                                 Moreover, the REMIC residual certificates will,
                                 in effect, be allocated an amount of gross
                                 income equal to the non-interest expenses of
                                 the REMIC, but those expenses will be
                                 deductible only as itemized deductions, and
                                 will be subject to all the limitations
                                 applicable to itemized deductions, by holders
                                 of REMIC residual certificates that are
                                 individuals. Accordingly, investment in the
                                 REMIC residual certificates generally will not
                                 be suitable for individuals or for certain
                                 pass-through entities, such as partnerships or
                                 S corporations, that have individuals as
                                 partners or shareholders. In addition, REMIC
                                 residual certificates are subject to
                                 restrictions on transfer. Finally, prospective
                                 purchasers of a REMIC residual certificate
                                 should be aware that Treasury Department
                                 regulations do not permit certain REMIC
                                 residual interests to be marked to market.

REQUIRED CONSENT IN CONNECTION
   WITH SERVICING THE
   PROPERTIES MAY EFFECT THE
   TIMING OF PAYMENTS ON YOUR
   CERTIFICATES...............   Under certain circumstances, the consent or
                                 approval of the holders of a specified
                                 percentage of the aggregate principal balance
                                 of all outstanding certificates of a series or
                                 a similar means of allocating decision-making
                                 will be required to direct certain actions. The
                                 actions may include directing the special
                                 servicer or the master servicer regarding
                                 measures to be taken with respect to some of
                                 the mortgage loans and real estate owned
                                 properties and amending the relevant pooling
                                 agreement or trust agreement. The consent or
                                 approval of these holders will be sufficient to
                                 bind all certificateholders of the relevant
                                 series. See "Description of the
                                 Agreements--Events of Default," "--Rights Upon
                                 Event of Default," and "--Amendment."


                                      -24-



LITIGATION ARISING OUT OF
   ORDINARY BUSINESS MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES..........   There may be pending or threatened legal
                                 proceedings against the borrowers and managers
                                 of the mortgaged properties and their
                                 respective affiliates arising out of the
                                 ordinary business of the borrowers, managers
                                 and affiliates. This litigation could cause a
                                 delay in the payment on your certificates.
                                 Therefore, we cannot assure you that this type
                                 of litigation would not have a material adverse
                                 effect on your certificates.

COMPLIANCE WITH THE AMERICANS
   WITH DISABILITIES ACT OF
   1990 MAY BE EXPENSIVE AND
   MAY ADVERSELY AFFECT
   PAYMENT ON YOUR
   CERTIFICATES...............   Under the Americans with Disabilities Act of
                                 1990, all public accommodations are required to
                                 meet federal requirements related to access and
                                 use by disabled persons. 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. These costs of
                                 complying with the Americans with Disabilities
                                 Act of 1990 and the possible imposition of
                                 fines for noncompliance would result in
                                 additional expenses on the mortgaged
                                 properties, which could have an adverse effect
                                 on your certificates.

IF YOUR CERTIFICATE IS BOOK-
   ENTRY, YOU WILL NOT BE
   RECOGNIZED AS A
   CERTIFICATEHOLDER BY THE
   TRUSTEE....................   If the prospectus supplement so provides, one
                                 or more classes of the certificates offered to
                                 you will be initially represented by one or
                                 more certificates for each class registered in
                                 the name of Cede & Co., the nominee for the
                                 Depository Trust Company. If you purchase this
                                 type of certificate:

                                 o    your certificate will not be registered in
                                      your name or the name of your nominee;

                                 o    you will not be recognized by the trustee
                                      as a certificateholder; and

                                 o    you will be able to exercise your right as
                                      a certificateholder only through the
                                      Depository Trust Company and its
                                      participating organizations.

                                 You will be recognized as a certificateholder
                                 only if and when definitive certificates are
                                 issued. See "Description of the
                                 Certificates--Book-Entry Registration and
                                 Definitive Certificates."

                                   ----------

This prospectus also contains forward-looking statements that involve risks and
uncertainties. Actual results could differ from those anticipated in these
forward-looking statements as a result of a variety of factors, including the
risks described above under "Risk Factors" and elsewhere in this prospectus.


                                      -25-



                         DESCRIPTION OF THE TRUST FUNDS

     Capitalized terms are defined in the "Glossary of Terms" beginning on page
122.

ASSETS

     Each series of certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund. The primary assets of each trust
fund will include:

     o    multifamily mortgage loans, commercial mortgage loans or both;

     o    mortgage pass-through certificates or other mortgage-backed securities
          evidencing interests in or secured by one or more mortgage loans or
          other similar certificates or securities;

     o    direct obligations of the United States, agencies of the United States
          or agencies created by government entities which are not subject to
          redemption prior to maturity at the option of the issuer and are (a)
          interest-bearing securities, (b) non-interest-bearing securities, (c)
          originally interest-bearing securities from which coupons representing
          the right to payment of interest have been removed, or (d)
          interest-bearing securities from which the right to payment of
          principal has been removed; or

     o    a combination of mortgage loans, mortgage backed securities and
          government securities.

     Neither the mortgage loans nor the mortgage backed securities will be
guaranteed or insured by Morgan Stanley Capital I Inc. or any of its affiliates.
If so specified in the related prospectus supplement, the mortgage loans or
mortgage backed securities may be insured or guaranteed by an entity specified
therein. Otherwise, such mortgage loans or mortgage backed securities will not
be insured or guaranteed by any government agency or instrumentality or by any
other person. Each asset will be selected by Morgan Stanley Capital I Inc. for
inclusion in a trust fund from among those purchased, either directly or
indirectly, from a prior holder thereof, which may be an affiliate of Morgan
Stanley Capital I Inc. and, with respect to mortgage loans or mortgage backed
securities, which prior holder may or may not be the originator of the mortgage
loan or the issuer of the mortgage backed securities.

     The certificates of any series will generally be entitled to payment only
from the assets of the related trust fund and will not be entitled to payments
in respect of the assets of any other trust fund established by Morgan Stanley
Capital I Inc. If specified in the related prospectus supplement, the assets of
a trust fund will consist of certificates representing beneficial ownership
interests in another trust fund that contains the assets.

MORTGAGE LOANS

GENERAL

     The mortgage loans will be secured by liens on, or security interests in,
mortgaged properties consisting of:

     o    Multifamily Properties which are residential properties consisting of
          five or more rental or cooperatively owned dwelling units in
          high-rise, mid-rise or garden apartment buildings; or

     o    Commercial Properties which are office buildings, shopping centers,
          retail stores, hotels or motels, nursing homes, hospitals or other
          health care-related facilities, mobile home parks, warehouse
          facilities, mini-warehouse facilities or self-storage facilities,
          industrial plants, congregate care facilities, mixed use or other
          types of commercial properties.

The mortgaged properties will be located in any one of the fifty states, the
District of Columbia or the Commonwealth of Puerto Rico, or, in another
location, if specified in the related prospectus supplement. The mortgage loans
in the mortgage pool will be evidenced by promissory notes secured by first or
junior mortgages or deeds of trust or other similar security instruments
creating a first or junior lien on the mortgaged property.


                                      -26-



Multifamily Properties may include mixed commercial and residential structures
and may include apartment buildings owned by private cooperative housing
corporations. The mortgaged properties may include leasehold interests in
properties, the title to which is held by third party lessors. The term of any
leasehold will exceed the term of the related mortgage note by at least five
years or such other period as shall be specified in the related prospectus
supplement. Each mortgage loan will have been originated by a person other than
Morgan Stanley Capital I Inc. The related prospectus supplement will indicate if
any originator or a mortgage loan is an affiliate of Morgan Stanley Capital I
Inc. Mortgage loans will generally also be secured by an assignment of leases
and rents and operating or other cash flow guarantees relating to the mortgage
loan.

LEASES

     If specified in the related prospectus supplement, some or all of the
mortgage loans will include assignments of the leases of the related mortgaged
properties and assignments of the rental payments due from lessee to lessor
under the leases. To the extent specified in the related prospectus supplement,
the commercial properties may be leased to lessees that respectively occupy all
or a portion of the properties. Pursuant to an assignment of a lease, the
related borrower may assign its rights, title and interest as lessor under each
lease and the income derived from the lease to the related lender, while
retaining a license to collect the rents for so long as there is no default. If
the borrower defaults, the license terminates and the lender or its agent is
entitled to collect the rents from the related lessee or lessees for application
to the monetary obligations of the borrower. State law may limit or restrict the
enforcement of the lease assignments by a lender until it takes possession of
the related mortgaged property or a receiver is appointed. See "Legal Aspects of
the Mortgage Loans and the Leases--Leases and Rents." Alternatively, if
specified in the related prospectus supplement, the borrower and the lender may
agree that payments under leases are to be made directly to the master servicer.

     If described in the related prospectus supplement, the leases may require
the lessees to pay rent that is sufficient in the aggregate to cover all
scheduled payments of principal and interest on the related mortgage loans. In
some cases, the leases may require the lessees to pay their pro rata share of
the operating expenses, insurance premiums and real estate taxes associated with
the mortgaged properties. Some of the leases may require the borrower to bear
costs associated with structural repairs or the maintenance of the exterior or
other portions of the mortgaged property or provide for certain limits on the
aggregate amount of operating expenses, insurance premiums, taxes and other
expenses that the lessees are required to pay. If so specified in the related
prospectus supplement, under certain circumstances the lessees may be permitted
to set off their rental obligations against the obligations of the borrowers
under the leases. In those cases where payments under the leases, net of any
operating expenses payable by the borrowers are insufficient to pay all of the
scheduled principal and interest on the related mortgage loans, the borrowers
must rely on other income or sources, including security deposits, generated by
the related mortgaged property to make payments on the related mortgage loan.

     To the extent specified in the related prospectus supplement, some
commercial properties may be leased entirely to one lessee. In these cases,
absent the availability of other funds, the borrower must rely entirely on rent
paid by the lessee in order for the borrower to pay all of the scheduled
principal and interest on the related mortgage loan. To the extent specified in
the related prospectus supplement, some of the leases may expire prior to the
stated maturity of the related mortgage loan. In these cases, upon expiration of
the leases the borrowers will have to look to alternative sources of income,
including rent payment by any new lessees or proceeds from the sale or
refinancing of the mortgaged property, to cover the payments of principal and
interest due on these mortgage loans unless the lease is renewed. As specified
in the related prospectus supplement, some of the leases may provide that upon
the occurrence of a casualty affecting a mortgaged property, the lessee will
have the right to terminate its lease, unless the borrower, as lessor, is able
to cause the mortgaged property to be restored within a specified period of
time. Some leases may provide that it is the lessor's responsibility, while
other leases provide that it is the lessee's responsibility, to restore the
mortgaged property after a casualty to its original condition. Some leases may
provide a right of termination to the related lessee if a taking of a material
or specified percentage of the leased space in the mortgaged property occurs, or
if the ingress or egress to the leased space has been materially impaired.

DEFAULT AND LOSS CONSIDERATIONS WITH RESPECT TO THE MORTGAGE LOANS

     Mortgage loans secured by commercial and multifamily properties are
markedly different from owner occupied single family mortgage loans. The
repayment of loans secured by commercial or multifamily properties is typically


                                      -27-



dependent upon the successful operation of the property rather than upon the
liquidation value of the real estate. The mortgage loans generally will be
non-recourse loans, which means that, absent special facts, the lender may look
only to the Net Operating Income from the property for repayment of the mortgage
debt, and not to any other of the borrower's assets, in the event of the
borrower's default. Lenders typically look to the Debt Service Coverage Ratio of
a loan secured by income-producing property as an important measure of the risk
of default on a loan. The "Debt Service Coverage Ratio" of a mortgage loan at
any given time is the ratio of the Net Operating Income for a twelve-month
period to the annualized scheduled payments on the mortgage loan. "Net Operating
Income" means, for any given period, to the extent set forth in the related
prospectus supplement, the total operating revenues derived from a mortgaged
property during that period, minus the total operating expenses incurred in
respect of the mortgaged property during that period other than:

          o    non-cash items such as depreciation and amortization;

          o    capital expenditures; and

          o    debt service on loans secured by the mortgaged property.

     The Net Operating Income of a mortgaged property will fluctuate over time
and may be sufficient or insufficient to cover debt service on the related
mortgage loan at any given time.

     As the primary component of Net Operating Income, rental income as well as
maintenance payments from tenant stockholders of a cooperative is subject to the
vagaries of the applicable real estate market or business climate. Properties
typically leased, occupied or used on a short-term basis, such as health
care-related facilities, hotels and motels, and mini-warehouse and self-storage
facilities, tend to be affected more rapidly by changes in market or business
conditions than do properties leased, occupied or used for longer periods, such
as warehouses, retail stores, office buildings and industrial plants. Commercial
loans may be secured by owner occupied mortgaged properties or mortgaged
properties leased to a single tenant. Accordingly, a decline in the financial
condition of the borrower or single tenant, as applicable, may have a
disproportionately greater effect on the Net Operating Income from the mortgaged
properties than would be the case with respect to mortgaged properties with
multiple tenants.

     Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses, including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
mortgage loan. As may be further described in the related prospectus supplement,
in some cases leases of mortgaged properties may provide that the lessee, rather
than the borrower, is responsible for payment of some or all of these expenses;
however, because leases are subject to default risks as well when a tenant's
income is insufficient to cover its rent and operating expenses, the existence
of "net of expense" provisions will only temper, not eliminate, the impact of
expense increases on the performance of the related mortgage loan. See
"--Leases" above.

     The duration of leases and the existence of any "net of expense" provisions
are often viewed as the primary considerations in evaluating the credit risk of
mortgage loans secured by certain income-producing properties. However, that
risk may be affected equally or to a greater extent by changes in government
regulation of the operator of the property. Examples of the latter include
mortgage loans secured by health care-related facilities and hospitals, the
income from which and the operating expenses of which are subject to state and
federal regulations, such as Medicare and Medicaid, and multifamily properties
and mobile home parks, which may be subject to state or local rent control
regulation and, in certain cases, restrictions on changes in use of the
property. Low and moderate-income housing in particular may be subject to legal
limitations and regulations but, because of these regulations, may also be less
sensitive to fluctuations in market rents generally.

     The Debt Service Coverage Ratio should not be relied upon as the sole
measure of the risk of default because other factors may outweigh a high Debt
Service Coverage Ratio. For instance, where a mortgage loan requires substantial
principal payments at the stated maturity, the risk of default if the balloon
payment cannot be refinanced at maturity is significant, even though the related
Debt Service Coverage Ratio may be high.


                                      -28-



     The liquidation value of any mortgaged property may be adversely affected
by risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated upon
a default by the borrower.

     Appraised values for income-producing properties may be based on:

          o    the recent resale value of comparable properties at the date of
               the appraisal;

          o    the cost of replacing the property;

          o    a projection of value based upon the property's projected net
               cash flow; or

          o    a selection from or interpolation of the values derived from the
               methods listed here.

     Each of these appraisal methods presents analytical challenges for the
following reasons:

          o    it is often difficult to find truly comparable properties that
               have recently been sold;

          o    the replacement cost of a property may have little to do with its
               current market value;

          o    income capitalization is inherently based on inexact projections
               of income and expense and the selection of an appropriate
               capitalization rate;

          o    more than one of the appraisal methods may be used and each may
               produce significantly different results; and

          o    if a high Loan-to-Value Ratio accompanies a high Debt Service
               Coverage Ratio or vice versa, the analysis of default and loss
               risks is difficult.

     While Morgan Stanley Capital I Inc. believes that the foregoing
considerations are important factors that generally distinguish the multifamily
and commercial loans from single family mortgage loans and provide insight to
the risks associated with income-producing real estate, there is no assurance
that these factors will in fact have been considered by the originators of the
multifamily and commercial loans, or that, for any of the mortgage loans, they
are complete or relevant. See "Risk Factors--Borrower May Be Unable To Repay The
Remaining Principal Balance On Its Maturity Date Which Would Adversely Affect
Payment On Your Certificates," "--Your Certificates Will Bear Losses If
Insufficient Funds Are Available to Satisfy Any Junior Mortgage Loans," and
"--Obligor Default May Adversely Affect Payment on Your Certificates."

LOAN-TO-VALUE RATIO

     The Loan-to-Value Ratio of a mortgage loan at any given time is the ratio,
expressed as a percentage, of the then outstanding principal balance of the
mortgage loan to the Value of the related mortgaged property. The Value of a
mortgaged property, other than with respect to Refinance Loans, is generally the
lesser of

          o    the appraised value determined in an appraisal obtained by the
               originator at origination of that loan and

          o    the sales price for that property.

Refinance Loans are loans made to refinance existing loans. Unless the related
prospectus supplement provides otherwise, the Value of the mortgaged property
securing a Refinance Loan is the appraised value determined in an appraisal
obtained at the time of origination of the Refinance Loan. The Value of a
mortgaged property as of the date of initial issuance of the related series of
certificates may be less than the Value at origination and will fluctuate from
time to time based upon changes in economic conditions and the real estate
market.


                                      -29-



LOAN COMBINATIONS

Certain of the mortgage loans included in one of our trust funds may be part of
a loan combination. A loan combination will generally consist of the particular
mortgage loan or loans that we will include in the subject trust fund and one or
more other mortgage loans that we will not include in the trust fund. Each
mortgage loan comprising a particular loan combination is evidenced by a
separate promissory note. The aggregate debt represented by the entire loan
combination, however, is secured by the same mortgage(s) or deed(s) of trust on
the related mortgaged property or properties. The mortgage loans constituting a
particular loan combination are obligations of the same borrower and are
cross-defaulted. The allocation of payments to the respective mortgage loans
comprising a loan combination, whether on a senior/subordinated or a pari passu
basis (or some combination thereof), is either effected through a co-lender
agreement or other intercreditor arrangement to which the respective holders of
the subject promissory notes are parties and/or may be reflected in the subject
promissory notes and/or a common loan agreement. Such co-lender agreement or
other intercreditor arrangement will, in general, govern the respective rights
of the noteholders, including in connection with the servicing of the respective
mortgage loans comprising a loan combination. Further, each such co-lender
agreement or other intercreditor arrangement may impose restrictions on the
transferability of the ownership of any mortgage loan that is part of a loan
combination.

MORTGAGE LOAN INFORMATION IN PROSPECTUS SUPPLEMENTS

     Each prospectus supplement will contain information, as of the date of that
prospectus supplement or the Cut-off Date, if applicable and specifically known
to Morgan Stanley Capital I Inc., with respect to the mortgage loans, including:

          o    the aggregate outstanding principal balance and the largest,
               smallest and average outstanding principal balance of the
               mortgage loans, unless the related prospectus supplement provides
               otherwise, the close of business on the Cut-off Date, which is a
               day of the month of formation of the related trust fund, as
               designated in the prospectus supplement;

          o    the type of property securing the mortgage loans, e.g.,
               multifamily property or commercial property and the type of
               property in each category;

          o    the weighted average, by principal balance, of the original and
               remaining terms to maturity of the mortgage loans;

          o    the earliest and latest origination date and maturity date of the
               mortgage loans;

          o    the weighted average, by principal balance, of the Loan-to-Value
               Ratios at origination of the mortgage loans;

          o    the mortgage rates or range of mortgage rates and the weighted
               average mortgage rate borne by the mortgage loans;

          o    the state or states in which most of the mortgaged properties are
               located;

          o    information with respect to the prepayment provisions, if any, of
               the mortgage loans;

          o    the weighted average Retained Interest, if any;

          o    with respect to mortgage loans with adjustable mortgage rates,
               the Index, the frequency of the adjustment dates, the highest,
               lowest and weighted average note margin and pass-through margin,
               and the maximum mortgage rate or monthly payment variation at the
               time of any adjustment thereof and over the life of the
               adjustable rate loan and the frequency of monthly payment
               adjustments;

          o    the Debt Service Coverage Ratio either at origination or as of a
               more recent date, or both; and

          o    information regarding the payment characteristics of the mortgage
               loans, including without limitation balloon payment and other
               amortization provisions.


                                      -30-



The related prospectus supplement will also contain certain information
available to Morgan Stanley Capital I Inc. with respect to the provisions of
leases and the nature of tenants of the mortgaged properties and other
information referred to in a general manner under "--Default and Loss
Considerations with Respect to the Mortgage Loans" above. If specific
information respecting the mortgage loans is not known to Morgan Stanley Capital
I Inc. at the time certificates are initially offered, more general information
of the nature described in the bullet points in this section will be provided in
the prospectus supplement, and specific information will be set forth in a
report which will be available to purchasers of the related certificates at or
before the initial issuance thereof and will be filed as part of a Current
Report on Form 8-K with the Securities and Exchange Commission within fifteen
days after the initial issuance.

PAYMENT PROVISIONS OF THE MORTGAGE LOANS

     Generally, the mortgage loans will:

          o    have individual principal balances at origination of not less
               than $25,000;

          o    have original terms to maturity of not more than 40 years; and

          o    provide for payments of principal, interest or both, on due dates
               that occur monthly, quarterly or semi-annually or at another
               interval as specified in the related prospectus supplement.

     Each mortgage loan may provide for no accrual of interest or for accrual of
interest thereon at a mortgage rate. Each mortgage loan may provide for
scheduled payments to maturity or payments that adjust from time to time to
accommodate changes in the mortgage rate or to reflect the occurrence of certain
events, and may provide for negative amortization or accelerated amortization,
in each case as described in the related prospectus supplement. Each mortgage
loan may be fully amortizing or require a balloon payment due on its stated
maturity date, in each case as described in the related prospectus supplement.
Each mortgage loan may contain a Lockout Period and Lockout Date, the date of
expiration of the Lockout Period, or require payment of a prepayment premium in
connection with a prepayment, in each case as described in the related
prospectus supplement.

     In the event that holders of any class or classes of the offered
certificates in this prospectus supplement will be entitled to all or a portion
of any prepayment premiums collected in respect of mortgage loans, the related
prospectus supplement will specify the method or methods by which these amounts
will be allocated. A mortgage loan may also contain provisions entitling the
lender to a share of profits realized from the operation or disposition of the
mortgaged property, as described in the related prospectus supplement. In the
event that holders of any class or classes of offered certificates will be
entitled to all or a portion of an Equity Participation, the related prospectus
supplement will specify the terms and provisions of the Equity Participation and
the method or methods by which distributions in respect thereof will be
allocated among the certificates.

MORTGAGE BACKED SECURITIES

     Any MBS will have been issued pursuant to an MBS Agreement. A seller, the
MBS issuer, or the servicer of the underlying mortgage loans or Underlying MBS,
or a combination of those entities, will have entered into the MBS Agreement
with an MBS trustee, if any, or with the original purchaser of the interest in
the underlying mortgage loans or MBS evidenced by the MBS.

     Distributions of any principal or interest, as applicable, will be made on
MBS on the dates specified in the related prospectus supplement. The MBS may be
issued in one or more classes with characteristics similar to the classes of
certificates described in this prospectus. Any principal or interest
distributions will be made on the MBS by the MBS trustee or the MBS servicer.
The MBS issuer or the MBS servicer or another person specified in the related
prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     The MBS either will have been previously registered under the Securities
Act of 1933, as amended, or each of the following will have been satisfied with
respect to the MBS: (1) neither the issuer of the MBS nor any of its affiliates
has a direct or indirect agreement, arrangement, relationship or understanding
relating to the MBS and the related series of securities to be issued; (2)
neither the issuer of the MBS nor any of its affiliates is an affiliate of the


                                      -31-



sponsor, depositor, issuing entity or underwriter of the related series of
securities to be issued and (3) the depositor would be free to publicly resell
the MBS without registration under the Securities Act of 1933, as amended.

     Enhancement in the form of reserve funds, subordination or other forms of
credit support similar to that described for the certificates under "Description
of Credit Support" may be provided with respect to the MBS. The type,
characteristics and amount of the credit support, if any, will be a function of
certain characteristics of the mortgage loans or Underlying MBS evidenced by or
securing the MBS and other factors and generally will have been established for
the MBS on the basis of requirements of any Rating Agency that may have assigned
a rating to the MBS or the initial purchasers of the MBS.

     The prospectus supplement for a series of certificates evidencing interests
in assets that include MBS will specify, to the extent available:

          o    the aggregate approximate initial and outstanding principal
               amount or Notional Amount, as applicable, and type of the MBS to
               be included in the trust fund;

          o    the original and remaining term to stated maturity of the MBS, if
               applicable;

          o    whether the MBS is entitled only to interest payments, only to
               principal payments or to both;

          o    the pass-through or bond rate of the MBS or formula for
               determining the rates, if any;

          o    the applicable payment provisions for the MBS, including, but not
               limited to, any priorities, payment schedules and subordination
               features;

          o    the MBS issuer, MBS servicer and MBS trustee, as applicable;

          o    characteristics of the credit support, if any, such as
               subordination, reserve funds, insurance policies, letters of
               credit or guarantees relating to the related Underlying Mortgage
               Loans, the Underlying MBS or directly to the MBS;

          o    the terms on which the MBS or the related Underlying Mortgage
               Loans or Underlying MBS may, or are required to, be purchased
               prior to their maturity;

          o    the terms on which mortgage loans or Underlying MBS may be
               substituted for those originally underlying the MBS;

          o    the servicing fees payable under the MBS Agreement;

          o    the type of information in respect of the Underlying Mortgage
               Loans described under "--Mortgage Loans--Mortgage Loan
               Information in Prospectus Supplements" above, and the type of
               information in respect of the Underlying MBS described in this
               paragraph;

          o    the characteristics of any cash flow agreements that are included
               as part of the trust fund evidenced or secured by the MBS;

          o    whether the MBS is in certificated form, book-entry form or held
               through a depository such as The Depository Trust Company or the
               Participants Trust Company;

          o    the market price of the MBS and the basis on which the market
               price was determined; and

          o    if the issuer of the MBS is required to file reports under the
               Exchange Act of 1934, as amended, how to locate the reports of
               the MBS issuer.

     If specified in the prospectus supplement for a series of certificates, a
trust fund may contain one or more MBS issued by Morgan Stanley Capital I Inc.
that each represent an interest in one or more Underlying Mortgage Loans. The
prospectus supplement for a series will contain the disclosure concerning the
MBS described in the preceding


                                      -32-



paragraph and, in particular, will disclose the Underlying Mortgage Loans
appropriately in light of the percentage of the aggregate principal balance of
all assets represented by the principal balance of the MBS.

GOVERNMENT SECURITIES

     The prospectus supplement for a series of certificates evidencing interests
in assets of a trust fund that include government securities will specify, to
the extent available:

          o    the aggregate approximate initial and outstanding principal
               amounts or Notional Amounts, as applicable, and types of the
               government securities to be included in the trust fund;

          o    the original and remaining terms to stated maturity of the
               government securities;

          o    whether the government securities are entitled only to interest
               payments, only to principal payments or to both;

          o    the interest rates of the government securities or the formula to
               determine the rates, if any;

          o    the applicable payment provisions for the government securities;
               and

          o    to what extent, if any, the obligation evidenced by the related
               series of certificates is backed by the full faith and credit of
               the United States.

ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which the person or persons
designated in the related prospectus supplement will, to the extent described in
this prospectus and in the related prospectus supplement deposit all payments
and collections received or advanced with respect to the assets and other assets
in the trust fund. Such an account may be maintained as an interest-bearing or a
non-interest-bearing account, and funds held in that account may be held as cash
or invested in short-term, investment grade obligations, in each case as
described in the related prospectus supplement. See "Description of the
Agreements--Certificate Account and Other Collection Accounts."

CREDIT SUPPORT

     If so provided in the related prospectus supplement, partial or full
protection against certain defaults and losses on the assets in the related
trust fund may be provided to one or more classes of certificates in the related
series. Credit support may be provided in the form of subordination of one or
more other classes of certificates in the series, by cross-support provisions,
insurance or guarantees for the loans, letters of credit, insurance policies and
surety bonds, the establishment of one or more reserve funds or any combination
of the foregoing. The amount and types of coverage, the identification of the
entity providing the coverage if applicable and related information with respect
to each type of Credit Support, if any, will be described in the prospectus
supplement for a series of certificates. See "Risk Factors--Credit Support May
Not Cover Losses Or Risks Which Could Adversely Affect Payment On Your
Certificates."

CASH FLOW AGREEMENTS

     If so provided in the related prospectus supplement, the trust fund may
include guaranteed investment contracts pursuant to which moneys held in the
funds may be invested, or interest rate exchange or interest rate swap
agreements, interest rate cap, floor or collar agreements, currency exchange or
swap agreements or other interest rate or currency agreements provided to reduce
the effect s of interest rate or currency exchange rate fluctuations on the
assets or on one or more classes of certificates. Currency exchange or swap
agreements might be included in the trust fund if some or all of the mortgage
loans or MBS, such as mortgage loans secured by mortgaged properties located
outside the United States, were denominated in a non United States currency. The
principal terms of any guaranteed investment contract or other such agreement,
including, without limitation, provisions relating to the timing, manner and
amount of payments and provisions relating to termination, will be described in
the prospectus


                                      -33-



supplement for the related series. In addition, the related prospectus
supplement will provide information with respect to the obligor under any Cash
Flow Agreement.

                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates will be
applied by Morgan Stanley Capital I Inc. to the purchase of assets and to pay
for certain expenses incurred in connection with the purchase of assets and sale
of certificates. The depositor expects to sell the certificates from time to
time, but the timing and amount of offerings of certificates will depend on a
number of factors, including the volume of assets acquired by Morgan Stanley
Capital I Inc., prevailing interest rates, availability of funds and general
market conditions.

                              YIELD CONSIDERATIONS

GENERAL

     The yield on any offered certificate will depend on the price paid by the
certificateholder will accrue interest thereon based on a pass-through rate of
the certificate, the receipt and timing of receipt of distributions on the
certificate and the weighted average life of the assets in the related trust
fund, which may be affected by prepayments, defaults, liquidations or
repurchases. See "Risk Factors."

PASS-THROUGH RATE

     Certificates of any class within a series may have fixed, variable or
adjustable pass-through rates, which may or may not be based upon the interest
rates borne by the assets in the related trust fund. The prospectus supplement
with respect to any series of certificates will specify

          o    the pass-through rate for each class of certificates or, in the
               case of a variable or adjustable pass-through rate, the method of
               determining the pass-through rate;

          o    the effect, if any, of the prepayment of any mortgage loan or MBS
               on the pass-through rate of one or more classes of certificates;
               and

          o    whether the distributions of interest on the certificates of any
               class will be dependent, in whole or in part, on the performance
               of any obligor under a Cash Flow Agreement.

     The effective yield to maturity to each holder of certificates entitled to
payments of interest will be below that otherwise produced by the applicable
pass-through rate and purchase price of the certificate because, while interest
may accrue on each asset during a certain period, the distribution of interest
will be made on a day which may be several days, weeks or months following the
period of accrual.

TIMING OF PAYMENT OF INTEREST

     Each payment of interest on the certificates will have a stated principal
amount in addition to the certificate Balance of a class of Accrual
Certificates, and will be distributed to certificateholders as provided in the
related prospectus supplement and will include interest accrued during the
Interest Accrual Period for that Distribution Date. As indicated in this
prospectus under "--Pass-through Rate" above, if the Interest Accrual Period
ends on a date other than a Distribution Date for the related series, the yield
realized by the holders of the certificates may be lower than the yield that
would result if the Interest Accrual Period ended on that Distribution Date. In
addition, if so specified in the related prospectus supplement, interest accrued
for an Interest Accrual Period for one or more classes of certificates may be
calculated on the assumption that distributions of principal, additions to the
Certificate Balance of Accrual Certificates and allocations of losses on the
assets may be made on the first day of the Interest Accrual Period for a
Distribution Date and not on that Distribution Date. This method would produce a
lower effective yield than if interest were calculated on the basis of the
actual principal amount outstanding during an Interest Accrual Period. The
Interest Accrual Period for any class of offered certificates will be described
in the related prospectus supplement.


                                      -34-



PAYMENTS OF PRINCIPAL; PREPAYMENTS

     The yield to maturity on the certificates will be affected by the rate of
principal payments on the assets including principal prepayments on mortgage
loans resulting from both voluntary prepayments by the borrowers and involuntary
liquidations. These payments may be directly dependent upon the payments on
leases underlying the mortgage loans. The rate at which principal prepayments
occur on the mortgage loans will be affected by a variety of factors, including,
without limitation, the terms of the mortgage loans, the level of prevailing
interest rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the mortgage rates on the mortgage loans
comprising or underlying the assets in a particular trust fund, the mortgage
loans are likely to be the subject of higher principal prepayments than if
prevailing rates remain at or above the rates borne by the mortgage loans. In
this regard, it should be noted that assets may consist of mortgage loans with
different mortgage rates and the stated pass-through or pay-through interest
rate of certain MBS may be a number of percentage points higher or lower than
the underlying mortgage loans. The rate of principal payments on some or all of
the classes of certificates of a series

          o    will correspond to the rate of principal payments on the assets
               in the related trust fund;

          o    is likely to be affected by the existence of Lockout Periods and
               Prepayment Premium provisions of the mortgage loans underlying or
               comprising the assets; and

          o    is likely to be affected to the extent the servicer of any
               mortgage loan is able to enforce the Lockout Period and
               Prepayment Premium provisions.

Mortgage loans with a Lockout Period or a Prepayment Premium provision, to the
extent enforceable, generally would be expected to experience a lower rate of
principal prepayments than otherwise identical mortgage loans without these
provisions, with shorter Lockout Periods or with lower Prepayment Premiums.

     If the purchaser of a certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the assets, the
actual yield to maturity will be lower than that so calculated. Conversely, if
the purchaser of a certificate offered at a premium calculates its anticipated
yield to maturity based on an assumed rate of distributions of principal that is
slower than that actually experienced on the assets, the actual yield to
maturity will be lower than that so calculated. In either case, if so provided
in the prospectus supplement for a series of certificates, the effect on yield
on one or more classes of the certificates of the series of prepayments of the
assets in the related trust fund may be mitigated or exacerbated by any
provisions for sequential or selective distribution of principal to these
classes.

     When a full prepayment is made on a mortgage loan, the borrower is charged
interest on the principal amount of the mortgage loan so prepaid for the number
of days in the month actually elapsed up to the date of the prepayment.
Generally, the effect of prepayments in full will be to reduce the amount of
interest paid in the following month to holders of certificates entitled to
payments of interest because interest on the principal amount of any mortgage
loan so prepaid will be paid only to the date of prepayment rather than for a
full month. In most cases, a partial prepayment of principal is applied so as to
reduce the outstanding principal balance of the related mortgage loan as of the
Due Date in the month in which the partial prepayment is received. As a result,
to the extent set forth in the related prospectus supplement, the effect of a
partial prepayment on a mortgage loan will be to reduce the amount of interest
passed through to holders of certificates in the month following the receipt of
the partial prepayment by an amount equal to one month's interest at the
applicable pass-through rate on the prepaid amount.

     The timing of changes in the rate of principal payments on the mortgage
loans or MBS may significantly affect an investor's actual yield to maturity,
even if the average rate of distributions of principal is consistent with an
investor's expectation. In general, the earlier a principal payment is received
on the mortgage loans or the MBS and distributed on a certificate, the greater
the effect on the investor's yield to maturity. The effect on an investor's
yield of principal payments occurring at a rate higher or lower than the rate
anticipated by the investor during a given period may not be offset by a
subsequent like decrease or increase in the rate of principal payments.


                                      -35-



PREPAYMENTS--MATURITY AND WEIGHTED AVERAGE LIFE

     The rates at which principal payments are received on the assets included
in or comprising a trust fund and the rate at which payments are made from any
Credit Support or Cash Flow Agreement for the related series of certificates may
affect the ultimate maturity and the weighted average life of each class of a
series. Prepayments on the mortgage loans comprising or underlying the mortgage
loans or MBS in a particular trust fund will generally accelerate the rate at
which principal is paid on some or all of the classes of the certificates of the
related series.

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of certificates may have a final scheduled Distribution
Date, which is the date on or prior to which the certificate Balance thereof is
scheduled to be reduced to zero, calculated on the basis of the assumptions
applicable to that series set forth in the related prospectus supplement.

     Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of the
security will be repaid to the investor. The weighted average life of a class of
certificates of a series will be influenced by the rate at which principal on
the mortgage loans comprising or underlying the mortgage loans or MBS is paid to
that class, which may be in the form of scheduled amortization or prepayments
which include prepayments, in whole or in part, and liquidations due to default.

     In addition, the weighted average life of the certificates may be affected
by the varying maturities of the mortgage loans comprising or underlying the
MBS. If any mortgage loans comprising or underlying the assets in a particular
trust fund have actual terms to maturity of less than those assumed in
calculating final scheduled Distribution Dates for the classes of certificates
of the related series, one or more classes of certificates may be fully paid
prior to their respective final scheduled Distribution Dates, even in the
absence of prepayments. Accordingly, the prepayment experience of the assets
will, to some extent, be a function of the mix of mortgage rates and maturities
of the mortgage loans comprising or underlying the assets. See "Description of
the Trust Funds."

     Prepayments on loans are also commonly measured relative to a prepayment
standard or model, such as the Constant Prepayment Rate prepayment model. CPR
represents a constant assumed rate of prepayment each month relative to the then
outstanding principal balance of a pool of loans for the life of the loans.

     Neither CPR nor any other prepayment model or assumption purports to be a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the mortgage
loans underlying or comprising the mortgage loans, the MBS or both. Moreover,
CPR was developed based upon historical prepayment experience for single family
loans. Thus, it is likely that prepayment of any mortgage loans comprising or
underlying the mortgage loans or the MBS for any series will not conform to any
particular level of CPR.

     Morgan Stanley Capital I Inc. is not aware of any meaningful publicly
available prepayment statistics for multifamily or commercial mortgage loans.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of offered certificates of the series and the percentage of the
initial certificate Balance of each class that would be outstanding on specified
Distribution Dates. The information in these tables will be based on the
assumptions stated in the prospectus supplement, including assumptions that
prepayments on the mortgage loans comprising or underlying the related assets
are made at rates corresponding to various percentages of CPR or at other rates
specified in the prospectus supplement. These tables and assumptions are
intended to illustrate the sensitivity of weighted average life of the
certificates to various prepayment rates and will not be intended to predict or
to provide information that will enable investors to predict the actual weighted
average life of the certificates. It is unlikely that prepayment of any mortgage
loans comprising or underlying the mortgage loans or MBS for any series will
conform to any particular level of CPR or any other rate specified in the
related prospectus supplement.


                                      -36-



OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE

   TYPE OF MORTGAGE ASSET

     A number of mortgage loans may have balloon payments due at maturity.
Because the ability of a borrower to make a balloon payment typically will
depend upon its ability either to refinance the loan or to sell the related
mortgaged property, there is a risk that mortgage loans having balloon payments
may default at maturity, or that the servicer may extend the maturity of this
type of mortgage loan in connection with a workout. In the case of defaults,
recovery of proceeds may be delayed by, among other things, bankruptcy of the
borrower or adverse conditions in the market where the property is located. In
order to minimize losses on defaulted mortgage loans, the servicer may, to the
extent and under the circumstances set forth in the related prospectus
supplement, be permitted to modify mortgage loans that are in default or as to
which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a mortgage loan will tend to extend
the weighted average life of the certificates. This would lengthen the period of
time elapsed from the date of issuance of a certificate until it is retired.

   FORECLOSURES AND PAYMENT PLANS

     The number of foreclosures and the principal amount of the mortgage loans
comprising or underlying the mortgage loans or MBS that are foreclosed in
relation to the number and principal amount of mortgage loans that are repaid in
accordance with their terms will affect the weighted average life of the
mortgage loans comprising or underlying the mortgage loans or MBS and that of
the related series of certificates. Servicing decisions made with respect to the
mortgage loans, including the use of payment plans prior to a demand for
acceleration and the restructuring of mortgage loans in bankruptcy proceedings,
may also have an effect upon the payment patterns of particular mortgage loans
and thus the weighted average life of the certificates.

   DUE-ON-SALE AND DUE-ON-ENCUMBRANCE CLAUSES

     Acceleration of mortgage payments as a result of transfers of or the
creation of encumbrances upon underlying mortgaged property is another factor
affecting prepayment rates that may not be reflected in the prepayment standards
or models used in the relevant prospectus supplement. A number of the mortgage
loans comprising or underlying the assets may include "Due-on-Sale" clauses or
"Due-on-Encumbrance" clauses that allow the holder of the mortgage loans to
demand payment in full of the remaining principal balance of the mortgage loans
upon sale or other transfers of or the creation of encumbrances upon the related
mortgaged property. With respect to any Whole Loans, the master servicer, on
behalf of the trust fund, will be required to exercise--or waive its right to
exercise--any rights that the trustee may have as lender to accelerate payment
of the Whole Loan in a manner consistent with the Servicing Standard, and in
accordance with such procedures as may be set forth in the related prospectus
supplement. See "Legal Aspects of the Mortgage Loans and the Leases--Due-on-Sale
and Due-on-Encumbrance" and "Description of the Agreements--Due-on-Sale and
Due-on-Encumbrance Provisions."

                                  THE DEPOSITOR

     Morgan Stanley Capital I Inc., the depositor, is a direct wholly-owned
subsidiary of Morgan Stanley and was incorporated in the State of Delaware on
January 28, 1985. The principal executive offices of Morgan Stanley Capital I
Inc. are located at 1585 Broadway, New York, New York 10036. Its telephone
number is (212) 761-4000. Morgan Stanley Capital I Inc. does not have, nor is it
expected in the future to have, any significant assets. See "The Depositor" in
the prospectus supplement.

                                   THE SPONSOR

GENERAL

     It is anticipated that Morgan Stanley Mortgage Capital Inc., a New York
corporation formed in 1984 ("MSMC") will be a sponsor or co-sponsor for each
series; however, if so specified in the related prospectus supplement, MSMC may
not be a sponsor for a given series. The prospectus supplement for each series
of securities


                                      -37-



will identify any co-sponsors for the related series. MSMC is an affiliate of
the depositor and a direct wholly-owned subsidiary of Morgan Stanley (NYSE: MS).
The executive offices of MSMC are located at 1585 Broadway, New York, New York
10036, telephone number (212) 761-4000. MSMC also has offices in Chicago,
Illinois, Los Angeles, California and Irvine, California. MSMC originates and
purchases commercial and multifamily mortgage loans primarily for securitization
or resale. MSMC also provides warehouse and repurchase financing to residential
mortgage lenders, purchases residential mortgage loans for securitization or
resale, or for its own investment, and acts as sponsor of residential mortgage
loan securitizations. Neither MSMC nor any of its affiliates currently acts as
servicer of the mortgage loans in its securitizations.

MSMC'S COMMERCIAL MORTGAGE SECURITIZATION PROGRAM

     MSMC has been active as a sponsor of securitizations of commercial mortgage
loans since its formation. As a sponsor, MSMC originates or acquires mortgage
loans and either by itself or together with other sponsors or mortgage loan
sellers, initiates the securitization of them by transferring the mortgage loans
to a securitization depositor, including Morgan Stanley Capital I Inc., or
another entity that acts in a similar capacity. In coordination with its
affiliate, Morgan Stanley & Co. Incorporated, and other underwriters, MSMC works
with rating agencies, investors, mortgage loan sellers and servicers in
structuring the securitization transaction. MSMC acts as sponsor and mortgage
loan seller both in transactions in which it is the sole sponsor or mortgage
loan seller and transactions in which other entities act as sponsor or mortgage
loan seller. MSMC's "IQ," "HQ" and "TOP" securitization programs typically
involve multiple mortgage loan sellers.

     Substantially all mortgage loans originated by MSMC are sold to
securitizations as to which MSMC acts as either sponsor or mortgage loan seller.
Loans originated and securitized by MSMC, and included in the table below
include both fixed rate and floating rate loans and both large loans and conduit
loans. MSMC also originates subordinate and mezzanine debt which is generally
not securitized. The following table sets forth information with respect to
originations and securitizations of commercial and multifamily mortgage loans by
MSMC for the four years ending on December 31, 2005.



                                              TOTAL MSMC LOANS        TOTAL MSMC LOANS
 YEAR (APPROXIMATE                            SECURITIZED WITH     SECURITIZED WITH NON-   TOTAL MSMC LOANS
AMTS IN BILLIONS-$'S)   TOTAL MSMC LOANS*   AFFILIATED DEPOSITOR    AFFILIATED DEPOSITOR      SECURITIZED
---------------------   -----------------   --------------------   ---------------------   ----------------

        2005                   12.1                  8.2                    1.8                   10.0
        2004                    7.7                  5.3                    1.2                    6.5
        2003                    6.4                  3.3                    1.3                    4.6
        2002                    4.6                  2.2                    0.6                    2.8


*    MSMC Loans means all loans originated or purchased by MSMC in the relevant
     year. Loans originated in a given year that were not securitized in that
     year generally were held for securitization in the following year. Total
     MSMC Loans Securitized includes loans in both public and private
     securitizations.

     MSMC's large mortgage loan program typically originates loans larger than
$75 million, although MSMC's conduit mortgage loan program also sometimes
originates such large loans. MSMC originates commercial mortgage loans secured
by multifamily, office, retail, industrial, hotel, manufactured housing and
self-storage properties. The largest property concentrations of MSMC's
securitized loans have been in retail and office properties, and the largest
geographic concentrations have been in California and New York.

UNDERWRITING STANDARDS

     Conduit mortgage loans originated by MSMC will generally be originated in
accordance with the underwriting criteria described below. Each lending
situation is unique, however, and the facts and circumstance surrounding the
mortgage loan, such as the quality and location of the real estate collateral,
the sponsorship of the borrower and the tenancy of the collateral, will impact
the extent to which the general guidelines below are applied to a specific loan.
The underwriting criteria are general, and in many cases exceptions to one or
more of these guidelines may be approved. Accordingly, no representation is made
that every mortgage loan will comply in all respects with the criteria set forth
below.

     The MSMC credit underwriting team for each mortgage loan is required to
conduct a review of the related mortgaged property, generally including an
analysis of the historical property operating statements, rent rolls,


                                      -38-



current and historical real estate taxes, and a review of tenant leases. The
credit of the borrower and certain key principals of the borrower are examined
for financial strength and character prior to approval of the loan. This
analysis generally includes a review of historical financial statements (which
are generally unaudited), historical income tax returns of the borrower and its
principals, third-party credit reports, judgment, lien, bankruptcy and pending
litigation searches. Depending on the type of real property collateral involved
and other relevant circumstances, the credit of key tenants also may be examined
as part of the underwriting process. Generally, a member of the MSMC
underwriting team visits the property for a site inspection to ascertain the
overall quality and competitiveness of the property, including its physical
attributes, neighborhood and market, accessibility and visibility and demand
generators. As part of its underwriting procedures, MSMC also generally performs
the procedures and obtains the third party reports or other documents described
in the prospectus supplement under "Description of the Mortgage
Pool--Assessments of Property Value and Condition," "--Appraisals,"
"--Environmental Assessments," "--Property Condition Assessments," "--Seismic
Review Process" and "--Zoning and Building Code Compliance." MSMC typically
retains outside consultants to conduct its credit underwriting.

     Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from MSMC and its
affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject a
mortgage loan.

     Debt Service Coverage Ratio and LTV Ratio. MSMC's underwriting standards
generally require a minimum debt service coverage ratio of 1.20x and maximum LTV
Ratio of 80%. However, these requirements constitute solely guidelines, and
exceptions to these guidelines may be approved based on the individual
characteristics of a mortgage loan. For example, MSMC may originate a mortgage
loan with a lower debt service coverage ratio or higher LTV Ratio based on the
types of tenants and leases at the subject real property, the taking of
additional collateral such as reserves, letters of credit and/or guarantees,
MSMC's judgment of improved property performance in the future and/or other
relevant factors. In addition, with respect to certain mortgage loans originated
by MSMC there may exist subordinate debt secured by the related mortgaged
property and/or mezzanine debt secured by direct or indirect ownership interests
in the borrower. Such mortgage loans may have a lower debt service coverage
ratio, and a higher LTV Ratio, if such subordinate or mezzanine debt is taken
into account.

     The debt service coverage ratio guidelines set forth above are calculated
based on Underwritten Net Cash Flow at origination. Therefore, the debt service
coverage ratio for each Mortgage Loan as reported in the prospectus supplement
and Annex A-1 thereto may differ from the amount calculated at the time of
origination. In addition, MSMC's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain loans may provide for
interest-only payments prior to maturity, or for an interest-only period during
a portion of the term of the mortgage loan. See "Description of the Mortgage
Pool" in the prospectus supplement.

     Escrow Requirements. MSMC often requires a borrower to fund various escrows
for taxes and insurance, and may also require reserves for deferred maintenance,
re-tenanting expenses and capital expenses, in some cases only during periods
when certain debt service coverage ratio tests are not satisfied. In some cases,
the borrower is permitted to post a letter of credit or guaranty, or provide
periodic evidence that the items for which the escrow or reserve would have been
established are being paid or addressed, in lieu of funding a given reserve or
escrow. MSMC 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 MSMC.

SERVICING

MSMC currently contracts with third party servicers for servicing the mortgage
loans that it originates or acquires. Third party servicers are assessed based
upon the credit quality of the servicing institution. The servicers may be
reviewed for their systems and reporting capabilities, review of collection
procedures and confirmation of servicers' ability to provide loan-level data. In
addition, Morgan Stanley Mortgage Capital Inc. may conduct background checks,
meet with senior management to determine whether the servicer complies with
industry standards or otherwise monitor the servicer on an ongoing basis.


                                      -39-



              OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

     Any additional sponsors, loan sellers and originators for a given series
will be identified in the related prospectus supplement, which will provide
additional information regarding such additional sponsors, loan sellers and
originators, including with respect to any entity that originated 20% or more of
the principal balance of the mortgage loans in the related trust fund,
information regarding such entity's origination program and underwriting or
credit-granting criteria.


                                      -40-



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     The certificates of each series, including any class of certificates not
offered by this prospectus, will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related Agreement. Each
series of certificates will consist of one or more classes of certificates that
may:

          o    provide for the accrual of interest thereon based on fixed,
               floating, variable or adjustable rates;

          o    be senior or subordinate to one or more other classes of
               certificates in respect of distributions on the certificates;

          o    be entitled to principal distributions, with disproportionately
               low, nominal or no interest distributions;

          o    be entitled to interest distributions, with disproportionately
               low, nominal or no principal distributions;

          o    provide for distributions of accrued interest thereon commencing
               only following the occurrence of events, such as the retirement
               of one or more other classes of certificates of the series;

          o    provide for payments of interest and/or principal sequentially,
               based on specified payment schedules, from only a portion of the
               assets in the trust fund or based on specified calculations, to
               the extent of available funds, in each case as described in the
               related prospectus supplement;

          o    provide for distributions based on a combination of two or more
               components thereof with one or more of the characteristics
               described in this paragraph including a Stripped Principal
               Certificate component and a Stripped Interest Certificate
               component; or

          o    do all or any combination of the above.

Any of the foregoing may be included in the certificates being offered to you.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the Certificate Balances or, in case of Stripped
Interest Certificates, Notional Amounts or percentage interests specified in the
related prospectus supplement. The transfer of any offered certificates may be
registered and these certificates may be exchanged without the payment of any
service charge payable in connection with the registration of transfer or
exchange. However Morgan Stanley Capital I Inc. or the trustee or any of its
agents may require payment of a sum sufficient to cover any tax or other
governmental charge. One or more classes of certificates of a series may be
issued in definitive form or in book-entry form, as provided in the related
prospectus supplement. See "Risk Factors--If Your Certificate Is Book-Entry, You
Will Not Be Recognized As Certificateholder By The Trustee." Under limited
circumstances, definitive certificates will be exchangeable for other
certificates of the same class and series of a like aggregate Certificate
Balance, Notional Amount or percentage interest but of different authorized
denominations.

     Generally, the initial total principal balance of the mortgage assets in a
trust will equal or exceed the initial total principal balance of the related
certificates. If the initial total principal balance of the related mortgage
assets is less than the initial total principal balance of any series, we may
arrange an interim deposit of cash or liquid investments with the trustee to
cover the shortfall. For the period specified in the related prospectus
supplement, following the initial issuance of that series, we will be entitled
to obtain a release of the deposited cash or investments in exchange for the
deposit of a corresponding amount of mortgage assets. If we fail to deliver
mortgage assets sufficient to make up the entire shortfall within that specified
period, any of the cash or investments remaining on deposit with the related
trustee will be used to pay down the principal balance of the related
certificates, as described in the related prospectus supplement.


                                      -41-



     If so specified in the related prospectus supplement, the related trustee
may be authorized or required to apply collections on the mortgage assets
underlying a series of offered certificates to acquire new mortgage assets that
conform to the description of mortgage assets in this prospectus, and satisfy
the criteria set forth in the related prospectus supplement.

     If the subject securitization transaction involves a prefunding or
revolving period, then we will indicate in the related prospectus supplement,
among other things, (i) the term or duration of the prefunding or revolving
period and for prefunding periods, the amount of proceeds to be deposited in the
prefunding account and the percentage of the mortgage asset pool represented by
those proceeds, (ii) for revolving periods, the maximum amount of additional
assets that may be acquired during the revolving period, if applicable, and the
percentage of the mortgage asset pool represented by those assets and (iii) any
limitation on the ability to add pool assets.

DISTRIBUTIONS

     Distributions on the certificates of each series will be made by or on
behalf of the trustee on each Distribution Date as specified in the related
prospectus supplement from the Available Distribution Amount for the series and
the Distribution Date. Except as otherwise specified in the related prospectus
supplement, distributions other than the final distribution will be made to the
persons in whose names the certificates are registered on the Record Date, and
the amount of each distribution will be determined as of the close of business
on the date specified in the related prospectus supplement. All distributions
with respect to each class of certificates on each Distribution Date will be
allocated pro rata among the outstanding certificates in the class or by random
selection, as described in the related prospectus supplement or otherwise
established by the related trustee.

     Payments will be made either by wire transfer in immediately available
funds to the account of a certificateholder at a bank or other entity having
appropriate facilities to receive payments by wire transfer, if the
certificateholder has so notified the trustee or other person required to make
the payments no later than the date specified in the related prospectus
supplement and, if so provided in the related prospectus supplement, holds
certificates in the requisite amount specified in the related prospectus
supplement, or by check mailed to the address of the person entitled to receive
payments as it appears on the Certificate Register. However, the final
distribution in retirement of the certificates, whether definitive certificates
or book-entry certificates, will be made only upon presentation and surrender of
the certificates at the location specified in the notice to certificateholders
of the final distribution.

AVAILABLE DISTRIBUTION AMOUNT

     All distributions on the certificates of each series on each Distribution
Date will be made from the Available Distribution Amount described in this
paragraph, in accordance with the terms described in the related prospectus
supplement. The Available Distribution Amount for each Distribution Date
generally equals the sum of the following amounts:

          1.   the total amount of all cash on deposit in the related
               Certificate Account as of the corresponding Determination Date,
               exclusive of:

               o    all scheduled payments of principal and interest collected
                    but due on a date subsequent to the related Due Period;

               o    unless the related prospectus supplement provides otherwise,
                    all prepayments, together with related payments of the
                    interest thereon and related prepayment premiums,
                    Liquidation Proceeds, Insurance Proceeds and other
                    unscheduled recoveries received subsequent to the related
                    Due Period; and

               o    all amounts in the Certificate Account that are due or
                    reimbursable to Morgan Stanley Capital I Inc., the trustee,
                    an asset seller, a subservicer, a special servicer, the
                    master servicer or any other entity as specified in the
                    related prospectus supplement or that are payable in respect
                    of certain expenses of the related trust fund;


                                      -42-



          2.   if the related prospectus supplement so provides, interest or
               investment income on amounts on deposit in the Certificate
               Account, including any net amounts paid under any Cash Flow
               Agreements;

          3.   all advances made by a master servicer or any other entity as
               specified in the related prospectus supplement with respect to
               the Distribution Date;

          4.   if and to the extent the related prospectus supplement so
               provides, amounts paid by a master servicer or any other entity
               as specified in the related prospectus supplement with respect to
               interest shortfalls resulting from prepayments during the related
               Prepayment Period; and

          5.   if the related prospectus supplement so provides, to the extent
               not on deposit in the related Certificate Account as of the
               corresponding Determination Date, any amounts collected under,
               from or in respect of any Credit Support with respect to the
               Distribution Date.

     The entire Available Distribution Amount will be distributed among the
related certificates, including any certificates not offered hereby, on each
Distribution Date, and accordingly will be released from the trust fund and will
not be available for any future distributions. The related prospectus supplement
may provide for an alternative calculation of the Available Distribution Amount
or for separate distribution amounts for separate groups of assets or classes of
certificates.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates, other than classes of Stripped Principal
Certificates that have no pass-through rate, may have a different pass-through
rate, which will be a fixed, floating, variable or adjustable rate at which
interest will accrue on the class or a component thereof. Such interest rates
may include, without limitation, a rate based on a specified portion of the
interest on some or all of the related mortgage assets, a rate based on the
weighted average of the interest rates for some or all of the related mortgage
assets or a rate based on a differential between the rates on some or all of the
related mortgage assets and the rates of some or all of the other certificates
of the related series, or a rate based on a percentage or combination of any one
or more of the foregoing rates. A floating, variable or adjustable rate class of
certificates may accrue interest based on the interest rates of some or all of
the underlying mortgage assets, or based on an index (with respect to which a
margin may be added or subtracted), including the one month, three-month,
six-month or one-year London interbank offered rate for U.S. dollar deposits, or
another index which will be described in the related prospectus supplement and
will be an index similar to that used in an interest rate or currency exchange
agreement. Any such rate may be subject to a maximum rate, including without
limitation a maximum rate based on the weighted average interest rate of the
mortgage assets or a portion thereof or a maximum rate based on funds available
for payment, or may be subject to a minimum rate.

     If so specified in the related prospectus supplement, an interest rate
exchange agreement or other derivative instrument may be used to permit issuance
of a series or class of certificates that accrues interest on a different basis
than the underlying assets; for example, one or more classes of floating rate
certificates may be issued from a trust fund that contains fixed rate assets, or
one or more classes of fixed rate certificates may be issued from a trust fund
that contains floating rate assets, by using an interest rate exchange agreement
or other derivative instrument to alter the payment characteristics of such
assets. The related prospectus supplement will specify the pass-through rate for
each class or component or, in the case of a floating, variable or adjustable
pass-through rate, the method for determining the pass-through rate. Interest on
the certificates will be calculated either (i) on the basis of a 360-day year
consisting of twelve 30-day months, (ii) on the basis of the actual number of
days elapsed in the related interest accrual period and a 360-day year or (iii)
on such other basis as is specified in the related prospectus supplement.

     In general, distributions of interest in respect of the certificates of any
class will be made on each Distribution Date based on the Accrued Certificate
Interest for the class and the Distribution Date, subject to the sufficiency of
the portion of the Available Distribution Amount allocable to the class on the
Distribution Date. Accrual Certificates, however, will be entitled to
distributions of accrued interest commencing only on the Distribution Date, or
under the circumstances, specified in the related prospectus supplement. In
addition, any class of Stripped Principal Certificates are not entitled to any
distributions of interest. Prior to the time interest is distributable on any
class of Accrual Certificates, the amount of Accrued Certificate Interest
otherwise distributable on the class will be added to the Certificate Balance
thereof on each Distribution Date. Accrued Certificate Interest on Stripped
Interest


                                      -43-



Certificates generally will be equal to interest accrued for a specified period
on the outstanding Notional Amount thereof immediately prior to each
Distribution Date, at the applicable pass-through rate, reduced as described
below in the next paragraph.

     The method of determining the Notional Amount for any class of Stripped
Interest Certificates will be described in the related prospectus supplement.
Reference to Notional Amount is solely for convenience in calculations and does
not represent the right to receive any distributions of principal. If so
provided in the related prospectus supplement, the Accrued Certificate Interest
on a series of certificates will be reduced in the event of prepayment interest
shortfalls. Prepayment interest shortfalls are shortfalls in collections of
interest for a full accrual period resulting from prepayments prior to the due
date in the accrual period on the mortgage loans comprising or underlying the
mortgage loans or MBS in the trust fund for the series. The particular manner in
which these shortfalls are to be allocated among some or all of the classes of
certificates of that series will be specified in the related prospectus
supplement. The related prospectus supplement will also describe the extent to
which the amount of Accrued Certificate Interest that is otherwise distributable
on a class of offered certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the mortgage loans comprising or underlying the mortgage loans or MBS
in the related trust fund. Similarly, with respect to Accrual Certificates, the
related prospectus supplement will describe the extent to which the amount of
Accrued Certificate Interest that may be added to the Certificate Balance of a
Class of Offered Certificates may be reduced. If so provided in the related
prospectus supplement, any reduction in the amount of Accrued Certificate
Interest otherwise distributable on a class of certificates by reason of the
allocation to the class of a portion of any deferred interest on the mortgage
loans comprising or underlying the mortgage loans or MBS in the related trust
fund will result in a corresponding increase in the Certificate Balance of the
class. See "Risk Factors--Prepayments And Repurchases May Reduce The Yield On
Your Certificates," and "--If Prepayment Premiums Are Not Enforced, Your
Certificates May Be Adversely Affected," and "Yield Considerations."

DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

     The certificates of each series, other than certain classes of Stripped
Interest Certificates, will have a Certificate Balance. The Certificate Balance
will equal the maximum principal amount that the holder will be entitled to
receive out of future cash flow on the assets in the trust fund. The outstanding
Certificate Balance of a certificate will be reduced to the extent of
distributions of principal and, if and to the extent so provided in the related
prospectus supplement, by the amount of losses incurred in respect of the
related assets. The outstanding Certificate Balance may be increased in respect
of deferred interest on the related mortgage loans to the extent provided in the
related prospectus supplement. The outstanding Certificate Balance may be
increased in the case of Accrual Certificates, prior to the Distribution Date on
which distributions of interest are required to commence, by any related Accrued
Certificate Interest. Generally, the initial aggregate Certificate Balance of
all classes of certificates of a series will not be greater than the outstanding
aggregate principal balance of the related assets as of the applicable Cut-off
Date; however if so specified in the related prospectus supplement; such
certificate balance may be greater or less than that of the related assets. The
initial aggregate Certificate Balance of a series and each class thereof will be
specified in the related prospectus supplement. Distributions of principal will
be made on each Distribution Date to the class or classes of certificates
entitled thereto in accordance with the provisions described in the prospectus
supplement until the Certificate Balance of that class has been reduced to zero.
Stripped Interest Certificates with no Certificate Balance are not entitled to
any distributions of principal.

COMPONENTS

     To the extent specified in the related prospectus supplement, distribution
on a class of certificates may be based on a combination of two or more
different components as described under "--General" above. To the extent, the
descriptions set forth under "--Distributions of Interests on the Certificates"
and "--Distributions of Principal of the Certificates" above also relate to
components of a class of certificates. In this case, references to Certificate
Balance and pass-through rate refer to the principal balance, if any, of any
component and the pass-through rate, if any, on any component, respectively.


                                      -44-



DISTRIBUTIONS ON THE CERTIFICATES OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY
PARTICIPATIONS

     If so provided in the related prospectus supplement, prepayment premiums or
payments in respect of Equity Participations that are collected on the mortgage
loans or MBS in the related trust fund will be distributed on each Distribution
Date to the class or classes of certificates entitled thereto in accordance with
the provisions described in the prospectus supplement.

ALLOCATION OF LOSSES AND SHORTFALLS

     If so provided in the prospectus supplement for a series of certificates
consisting of one or more classes of Subordinate Certificates, on any
Distribution Date in respect of which losses or shortfalls in collections on the
mortgage loans or MBS or both have been incurred, the amount of losses or
shortfalls will be borne first by a class of Subordinate Certificates in the
priority and manner and subject to the limitations specified in the prospectus
supplement. See "Description of Credit Support" for a description of the types
of protection that may be included in a trust fund against losses and shortfalls
on mortgage loans or MBS comprising the trust fund.

ADVANCES

     With respect to any series of certificates evidencing an interest in a
trust fund, if so specified in the related prospectus supplement, the master
servicer or another entity described in the prospectus supplement will be
required as part of its servicing responsibilities to advance on or before each
Distribution Date its own funds or funds held in the Certificate Account that
are not included in the Available Distribution Amount for the Distribution Date.
The master servicer or other entity required to make advances will do so, in an
amount equal to the aggregate of payments of principal, other than any balloon
payments, and interest, net of related servicing fees and Retained Interest,
that were due on the Whole Loans in the trust fund during the related Due Period
and were delinquent on the related Determination Date. In addition, if so
specified in the related prospectus supplement, advances may also be made to
cover property protection expenses, such as, for example, taxes, insurance
payments and ground rent, and other servicing expenses, such as, for example,
the costs of realizing on a defaulted mortgage loan, or any other items
specified in the related prospectus supplement. The master servicer or other
entity required to make advances will advance, subject to that entity's good
faith determination that the advances will be reimbursable from Related
Proceeds. In the case of a series of certificates that includes one or more
classes of Subordinate Certificates and if so provided in the related prospectus
supplement, the master servicer's or another entity's advance obligation may be
limited only to the portion of the delinquencies necessary to make the required
distributions on one or more classes of Senior Certificates and may be subject
to the master servicer's or another entity's good faith determination that the
advances will be reimbursable not only from Related Proceeds but also from
collections on other assets otherwise distributable on one or more classes of
Subordinate Certificates. See "Description of Credit Support."

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates. Advances
do not guaranty or insure against losses. Generally, advances of the master
servicer's or another entity's funds will be reimbursable only out of Related
Proceeds and, if so provided in the prospectus supplement, out of any amounts
otherwise distributable on one or more classes of Subordinate Certificates of
the series; provided that the related prospectus supplement may specify other
sources for reimbursement of advances. However, advances will be reimbursable
from amounts in the Certificate Account prior to distributions being made on the
certificates, to the extent that the master servicer or another entity shall
determine in good faith that the advance is a Nonrecoverable Advance. If
advances have been made by the master servicer from excess funds in the
Certificate Account, the master servicer is required to replace the funds in the
Certificate Account on any future Distribution Date to the extent that funds in
the Certificate Account on the Distribution Date are less than payments required
to be made to certificateholders on that date. If so specified in the related
prospectus supplement, the obligations of the master servicer or another entity
to make advances may be secured by a cash advance reserve fund, a surety bond, a
letter of credit or another form of limited guaranty. If applicable, information
regarding the characteristics of, and the identity of any obligor on, any surety
bond, will be set forth in the related prospectus supplement.

     If and to the extent so provided in the related prospectus supplement, the
master servicer or another entity will be entitled to receive interest at the
rate specified in the prospectus supplement on its outstanding advances and will


                                      -45-



be entitled to pay itself interest periodically from general collections on the
assets prior to any payment to certificateholders or as otherwise provided in
the related Agreement and described in the prospectus supplement.

     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any corresponding
advancing obligation of any person in connection with the MBS.

REPORTS TO CERTIFICATEHOLDERS

     Generally, with each distribution to holders of any class of certificates
of a series, the master servicer, the trustee or the paying agent, as provided
in the related prospectus supplement, will forward or cause to be forwarded to
each holder, to Morgan Stanley Capital I Inc. and to the other parties as may be
specified in the related Agreement, a statement setting forth, in each case to
the extent applicable and available:

     (1)  the amount of the distribution to holders of certificates of that
          class applied to reduce the Certificate Balance thereof;

     (2)  the amount of the distribution to holders of certificates of that
          class allocable to Accrued Certificate Interest;

     (3)  the amount of the distribution allocable to

          o    prepayment premiums and

          o    payments on account of Equity Participations;

     (4)  the amount of related servicing compensation received by a master
          servicer and, if payable directly out of the related trust fund, by
          any special servicer and any subservicer and any other customary
          information as that master servicer or trustee deem necessary or
          desirable, or that a certificateholder reasonably requests, to enable
          certificateholders to prepare their tax returns;

     (5)  the aggregate amount of advances included in that distribution, and
          the aggregate amount of unreimbursed advances at the close of business
          on that Distribution Date;

     (6)  the aggregate principal balance of the assets at the close of business
          on that Distribution Date;

     (7)  the number and aggregate principal balance of Whole Loans in respect
          of which:

          o    one scheduled payment is delinquent,

          o    two scheduled payments are delinquent,

          o    three or more scheduled payments are delinquent and

          o    foreclosure proceedings have been commenced;

     (8)  with respect to each Whole Loan that is delinquent two or more months:

          o    the loan number thereof,

          o    the unpaid balance thereof,

          o    whether the delinquency is in respect of any balloon payment,

          o    the aggregate amount of unreimbursed servicing expenses and
               unreimbursed advances in respect thereof,


                                      -46-



          o    if applicable, the aggregate amount of any interest accrued and
               payable on related servicing expenses and related advances
               assuming the mortgage loan is subsequently liquidated through
               foreclosure,

          o    whether a notice of acceleration has been sent to the borrower
               and, if so, the date of the notice,

          o    whether foreclosure proceedings have been commenced and, if so,
               the date so commenced and

          o    if the mortgage loan is more than three months delinquent and
               foreclosure has not been commenced, the reason therefor;

     (9)  with respect to any Whole Loan liquidated during the related Due
          Period other than by payment in full:

          o    the loan number thereof,

          o    the manner in which it was liquidated and

          o    the aggregate amount of liquidation proceeds received;

     (10) with respect to any Whole Loan liquidated during the related Due
          Period,

          o    the portion of the liquidation proceeds payable or reimbursable
               to the master servicer, or any other entity, in respect of the
               mortgage loan and

          o    the amount of any loss to certificateholders;

     (11) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period,

          o    the loan number of the related mortgage loan and

          o    the date of acquisition;

     (12) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period:

          o    the book value,

          o    the principal balance of the related mortgage loan immediately
               following the Distribution Date, calculated as if the mortgage
               loan were still outstanding taking into account certain limited
               modifications to the terms thereof specified in the Agreement,

          o    the aggregate amount of unreimbursed servicing expenses and
               unreimbursed advances in respect thereof and

          o    if applicable, the aggregate amount of interest accrued and
               payable on related servicing expenses and related advances;

     (13) with respect to any REO Property sold during the related Due Period

          o    the loan number of the related mortgage loan,

          o    the aggregate amount of sale proceeds,

          o    the portion of sales proceeds payable or reimbursable to the
               master servicer or a special servicer in respect of the REO
               Property or the related mortgage loan and

          o    the amount of any loss to certificateholders in respect of the
               related mortgage loan;


                                      -47-



     (14) the aggregate Certificate Balance or Notional Amount, as the case may
          be, of each class of certificates including any class of certificates
          not offered hereby at the close of business on the Distribution Date,
          separately identifying any reduction in the Certificate Balance due to
          the allocation of any loss and increase in the Certificate Balance of
          a class of Accrual Certificates in the event that Accrued Certificate
          Interest has been added to the balance;

     (15) the aggregate amount of principal prepayments made during the related
          Due Period;

     (16) the amount deposited in the reserve fund, if any, on the Distribution
          Date;

     (17) the amount remaining in the reserve fund, if any, as of the close of
          business on the Distribution Date;

     (18) the aggregate unpaid Accrued Certificate Interest, if any, on each
          class of certificates at the close of business on the Distribution
          Date;

     (19) in the case of certificates with a variable pass-through rate, the
          pass-through rate applicable to the Distribution Date, and, if
          available, the immediately succeeding Distribution Date, as calculated
          in accordance with the method specified in the related prospectus
          supplement;

     (20) in the case of certificates with an adjustable pass-through rate, for
          statements to be distributed in any month in which an adjustment date
          occurs, the adjustable pass-through rate applicable to the
          Distribution Date and the immediately succeeding Distribution Date as
          calculated in accordance with the method specified in the related
          prospectus supplement;

     (21) as to any series which includes Credit Support, the amount of coverage
          of each instrument of Credit Support included in the Series as of the
          close of business on the Distribution Date; and

     (22) the aggregate amount of payments by the borrowers of:

          o    default interest,

          o    late charges and

          o    assumption and modification fees collected during the related Due
               Period.

     In the case of information furnished pursuant to subclauses (1)-(4) above,
the amounts generally will be expressed as a dollar amount per minimum
denomination of certificates. In addition, in the case of information furnished
pursuant to subclauses (1), (2), (14), (18) and (19) above, the amounts shall
also be provided with respect to each component, if any, of a class of
certificates. The master servicer or the trustee, as specified in the related
prospectus supplement, will forward or cause to be forwarded to each holder, to
Morgan Stanley Capital I Inc. and to any other parties as may be specified in
the Agreement, a copy of any statements or reports received by the master
servicer or the trustee, as applicable, with respect to any MBS. The prospectus
supplement for each series of offered certificates will describe any additional
or alternative information to be included in reports to the holders of the
certificates.

     Within a reasonable period of time after the end of each calendar year, the
master servicer or the trustee, as provided in the related prospectus
supplement, shall furnish to each person who at any time during the calendar
year was a holder of a certificate a statement containing the information set
forth in subclauses (1)-(4) above, aggregated for the calendar year or the
applicable portion thereof during which the person was a certificateholder. This
obligation of the master servicer or the trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the master servicer or the trustee pursuant to any requirements of
the Code as are from time to time in force. See "Description of the
Certificates--Book-entry Registration and Definitive Certificates."


                                      -48-



TERMINATION

     The obligations created by the Agreement for each series of certificates
will terminate upon the payment to certificateholders of that series of all
amounts held in the Certificate Account or by the master servicer, if any, or
the trustee and required to be paid to them pursuant to the Agreement following
the earlier of

          o    the final payment or other liquidation of the last asset subject
               thereto or the disposition of all property acquired upon
               foreclosure of any Whole Loan subject thereto and

          o    the purchase of all of the assets of the trust fund by the party
               entitled to effect the termination, under the circumstances and
               in the manner set forth in the related prospectus supplement.

In no event, however, will the trust fund created by the Agreement continue
beyond the date specified in the related prospectus supplement. Written notice
of termination of the Agreement will be given to each certificateholder, and the
final distribution will be made only upon presentation and surrender of the
certificates at the location to be specified in the notice of termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the assets in the related trust fund by the party specified in the prospectus
supplement, under the circumstances and in the manner set forth in the
prospectus supplement. If so provided in the related prospectus supplement, upon
the reduction of the Certificate Balance of a specified class or classes of
certificates by a specified percentage or amount, the party specified in the
prospectus supplement will solicit bids for the purchase of all assets of the
trust fund, or of a sufficient portion of the assets to retire the class or
classes or purchase the class or classes at a price set forth in the related
prospectus supplement, in each case, under the circumstances and in the manner
set forth in the prospectus supplement.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the related prospectus supplement, one or more classes of
the offered certificates of any series will be issued as book-entry
certificates, and each class will be represented by one or more single
certificates registered in the name of a nominee for the depository, the
Depository Trust Company ("DTC").

     DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities for its
Participants and facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry changes in their
accounts, eliminating the need for physical movement of certificates.
Participants include Morgan Stanley & Co. Incorporated, securities brokers and
dealers, banks, trust companies and clearing corporations and may include other
organizations. Indirect access to the DTC system also is available to Indirect
Participants.

     Investors that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in,
book-entry certificates may do so only through Participants and Indirect
Participants. In addition, these Certificate Owners will receive all
distributions on the book-entry certificates through DTC and its Participants.
Under a book-entry format, Certificate Owners will receive payments after the
related Distribution Date because, while payments are required to be forwarded
to Cede, as nominee for DTC, on each Distribution Date, DTC will forward the
payments to its Participants which thereafter will be required to forward them
to Indirect Participants or Certificate Owners. The only certificateholder will
be Cede, as nominee of DTC, and the Certificate Owners will not be recognized by
the trustee as certificateholders under the Agreement. Certificate Owners will
be permitted to exercise the rights of certificateholders under the related
Agreement only indirectly through the Participants who in turn will exercise
their rights through DTC.

     Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the book-entry certificates and is
required to receive and transmit distributions of principal of and interest on
the book-entry certificates. Participants and Indirect Participants with which
Certificate Owners have accounts with respect to the book-entry


                                      -49-



certificates similarly are required to make book-entry transfers and receive and
transmit the payments on behalf of their respective Certificate Owners.

     Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge its interest in the book-entry certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of its interest in the book-entry certificates, may be limited due to
the lack of a physical certificate evidencing the interest.

     DTC has advised Morgan Stanley Capital I Inc. that it will take any action
permitted to be taken by a certificateholder under the Agreement only at the
direction of one or more Participants to whose account with DTC interests in the
book-entry certificates are credited.

     Generally, certificates initially issued in book-entry form will be issued
as definitive certificates, rather than to DTC or its nominee only if

          o    Morgan Stanley Capital I Inc. advises the trustee in writing that
               DTC is no longer willing or able to properly discharge its
               responsibilities as depository with respect to the certificates
               and Morgan Stanley Capital I Inc. is unable to locate a qualified
               successor, or

          o    Morgan Stanley Capital I Inc., at its option, elects to terminate
               the book-entry system through DTC.

     Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of definitive certificates for the Certificate Owners.
Upon surrender by DTC of the certificate or certificates representing the
book-entry certificates, together with instructions for reregistration, the
trustee will issue, or cause to be issued, to the Certificate Owners identified
in the instructions the definitive certificates to which they are entitled, and
thereafter the trustee will recognize the holders of the definitive certificates
as certificateholders under the Agreement.

                          DESCRIPTION OF THE AGREEMENTS

     The certificates will be offered pursuant to a Pooling Agreement or a Trust
Agreement.

          o    A Pooling Agreement will be used where the trust fund includes
               Whole Loans. The parties to a Pooling Agreement will be Morgan
               Stanley Capital I Inc., a trustee, a master servicer and any
               special servicer appointed as of the date of the Pooling
               Agreement. If a master servicer is not appointed, a servicer,
               with, generally, the same obligations as described in this
               prospectus with respect to the master servicer, except to the
               extent specified in the prospectus supplement, will be appointed.
               This servicer will service all or a significant number of Whole
               Loans directly without a subservicer. References in this
               prospectus to master servicer and its rights and obligations, to
               the extent set forth in the related prospectus supplement, shall
               be deemed to also be references to any servicer servicing Whole
               Loans directly.

          o    A Trust Agreement will be used where the trust fund does not
               include Whole Loans. The parties to a Trust Agreement will be
               Morgan Stanley Capital I Inc. and a trustee. A manager or
               administrator may be appointed pursuant to the Trust Agreement
               for any trust fund to administer the trust fund.

     The provisions of each Agreement will vary depending upon the nature of the
certificates to be issued thereunder and the nature of the related trust fund. A
form of a Pooling Agreement has been filed as an exhibit to the Registration
Statement of which this prospectus is a part. Any Trust Agreement will generally
conform to the form of Pooling Agreement filed herewith, but will not contain
provisions with respect to the servicing and maintenance of Whole Loans. The
following summaries describe some of the provisions that may appear in each
Agreement. The prospectus supplement for a series of certificates will describe
any provision of the Agreement relating to a series that materially differs from
the description thereof contained in this prospectus. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the


                                      -50-



provisions of the Agreement for each trust fund and the description of the
provisions in the related prospectus supplement. Morgan Stanley Capital I Inc.
will provide a copy of the Agreement, without exhibits, relating to any series
of certificates without charge upon written request of a holder of a certificate
of a series addressed to Morgan Stanley Capital I Inc., c/o Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, New York 10036, Attention: John E.
Westerfield.

ASSIGNMENT OF ASSETS; REPURCHASES

     At the time of issuance of any series of certificates, Morgan Stanley
Capital I Inc. will assign or cause to be assigned to the designated trustee the
assets to be included in the related trust fund, together with all principal and
interest to be received on or with respect to the assets after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date and other
than any Retained Interest. The trustee will, concurrently with the assignment,
deliver the certificates to Morgan Stanley Capital I Inc. in exchange for the
assets and the other assets comprising the trust fund for the series. Each
mortgage loan and MBS will be identified in a schedule appearing as an exhibit
to the related Agreement. The schedule generally will include detailed
information

          o    in respect of each Whole Loan included in the related trust fund,
               including without limitation, the address of the related
               mortgaged property and type of the property, the mortgage rate
               and, if applicable, the applicable Index, margin, adjustment date
               and any rate cap information, the original and remaining term to
               maturity, the original and outstanding principal balance and
               balloon payment, if any, the Value, Loan-to-Value Ratio and the
               Debt Service Coverage Ratio as of the date indicated and payment
               and prepayment provisions, if applicable, and

          o    in respect of each MBS included in the related trust fund,
               including without limitation, the MBS issuer, MBS servicer and
               MBS trustee, the pass-through or bond rate or formula for
               determining the rate, the issue date and original and remaining
               term to maturity, if applicable, the original and outstanding
               principal amount and payment provisions, if applicable.

     With respect to each Whole Loan, Morgan Stanley Capital I Inc. will deliver
or cause to be delivered to the trustee or to the custodian, certain loan
documents, which to the extent set forth in the related prospectus supplement
will include the original mortgage note endorsed, without recourse, in blank or
to the order of the trustee, the original mortgage or a certified copy thereof
with evidence of recording indicated thereon and an assignment of the mortgage
to the trustee in recordable form. Notwithstanding the foregoing, a trust fund
may include mortgage loans where the original mortgage note is not delivered to
the trustee if Morgan Stanley Capital I Inc. delivers to the trustee or the
custodian a copy or a duplicate original of the mortgage note, together with an
affidavit certifying that the original thereof has been lost or destroyed. With
respect to these mortgage loans, the trustee or its nominee may not be able to
enforce the mortgage note against the related borrower. Unless otherwise
specified in the related prospectus supplement, the asset seller will be
required to agree to repurchase, or substitute for, this type of mortgage loan
that is subsequently in default if the enforcement thereof or of the related
mortgage is materially adversely affected by the absence of the original
mortgage note. Unless otherwise provided in the related prospectus supplement
(which may provide for other arrangements, including electronic registration of
transfer of such documents), the related Agreement will require Morgan Stanley
Capital I Inc. or another party specified in the Agreement to promptly cause
each assignment of mortgage to be recorded in the appropriate public office for
real property records. However, in the State of California or in other states
where, in the opinion of counsel acceptable to the trustee, recording is not
required to protect the trustee's interest in the related Whole Loan against the
claim of any subsequent transferee or any successor to or creditor of Morgan
Stanley Capital I Inc., the master servicer, the relevant asset seller or any
other prior holder of the Whole Loan, the assignment of mortgage for each
related Whole Loan may not be recorded.

     The trustee or a custodian will review the Whole Loan documents within a
specified period of days after receipt thereof, and the trustee or a custodian
will hold the documents in trust for the benefit of the certificateholders.
Generally, if any of these documents are found to be missing or defective in any
material respect, the trustee or custodian shall immediately notify the master
servicer and Morgan Stanley Capital I Inc., and the master servicer shall
immediately notify the relevant asset seller. If the asset seller cannot cure
the omission or defect within a specified number of days after receipt of
notice, then to the extent set forth in the related prospectus supplement, the
asset seller will be obligated, within a specified number of days of receipt of
notice, to repurchase the related Whole


                                      -51-



Loan from the trustee at the Purchase Price or substitute the mortgage loan.
There can be no assurance that an asset seller will fulfill this repurchase or
substitution obligation, and neither the master servicer nor Morgan Stanley
Capital I Inc. will be obligated to repurchase or substitute the mortgage loan
if the asset seller defaults on its obligation. This repurchase or substitution
obligation constitutes the sole remedy available to the certificateholders or
the trustee for omission of, or a material defect in, a constituent document. To
the extent specified in the related prospectus supplement, in lieu of curing any
omission or defect in the asset or repurchasing or substituting for the asset,
the asset seller may agree to cover any losses suffered by the trust fund as a
result of this type of breach or defect.

     If so provided in the related prospectus supplement, Morgan Stanley Capital
I Inc. will, as to some or all of the mortgage loans, assign or cause to be
assigned to the trustee the related lease assignments. In certain cases, the
trustee, or master servicer, as applicable, may collect all moneys under the
related leases and distribute amounts, if any, required under the lease for the
payment of maintenance, insurance and taxes, to the extent specified in the
related lease agreement. The trustee, or if so specified in the prospectus
supplement, the master servicer, as agent for the trustee, may hold the lease in
trust for the benefit of the certificateholders.

     With respect to each Government Security or MBS in certificated form,
Morgan Stanley Capital I Inc. will deliver or cause to be delivered to the
trustee or the custodian the original certificate or other definitive evidence
of the Government Security or MBS, as applicable, together with bond power or
other instruments, certifications or documents required to transfer fully the
Government Security or MBS, as applicable, to the trustee for the benefit of the
certificateholders. With respect to each Government Security or MBS in
uncertificated or book-entry form or held through a "clearing corporation"
within the meaning of the UCC, Morgan Stanley Capital I Inc. and the trustee
will cause the Government Security or MBS to be registered directly or on the
books of the clearing corporation or of a financial intermediary in the name of
the trustee for the benefit of the certificateholders. Generally, the related
Agreement will require that either Morgan Stanley Capital I Inc. or the trustee
promptly cause any MBS and government securities in certificated form not
registered in the name of the trustee to be re registered, with the applicable
persons, in the name of the trustee.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Generally, Morgan Stanley Capital I Inc. will, with respect to each Whole
Loan, make or assign certain representations and warranties, as of a specified
date covering, by way of example, the following types of matters:

          o    the accuracy of the information set forth for the Whole Loan on
               the schedule of assets appearing as an exhibit to the related
               Agreement;

          o    the existence of title insurance insuring the lien priority of
               the Whole Loan;

          o    the authority of the Warrantying Party to sell the Whole Loan;

          o    the payment status of the Whole Loan and the status of payments
               of taxes, assessments and other charges affecting the related
               mortgaged property;

          o    the existence of customary provisions in the related mortgage
               note and mortgage to permit realization against the mortgaged
               property of the benefit of the security of the mortgage; and

          o    the existence of hazard and extended perils insurance coverage on
               the mortgaged property.

     Any Warrantying Party, if other than Morgan Stanley Capital I Inc., shall
be an asset seller or an affiliate thereof or another person acceptable to
Morgan Stanley Capital I Inc. and shall be identified in the related prospectus
supplement.

     Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between the date on which the representations
are made and the date of initial issuance of the related series of certificates
evidencing an interest in the Whole Loan. Generally, in the event of a breach of
any representation or warranty, the Warrantying Party will be obligated to
reimburse the trust fund for losses caused by the breach or either cure the
breach or repurchase or


                                      -52-



replace the affected Whole Loan as described in the next paragraph; however the
prospectus supplement may specify an alternative remedy or procedure. Since the
representations and warranties may not address events that may occur following
the date as of which they were made, the Warrantying Party will have a
reimbursement, cure, repurchase or substitution obligation in connection with a
breach of a representation and warranty only if the relevant event that causes
such breach occurs prior to the date on which they were made. The Warranting
Party would have no obligations if the relevant event that causes the breach
occurs after that date.

     Generally, the Agreements will provide that the master servicer or trustee,
or both, will be required to notify promptly the relevant Warrantying Party of
any breach of any representation or warranty made by it in respect of a Whole
Loan that materially and adversely affects the value of the Whole Loan or the
interests in the Whole Loan of the certificateholders. If the Warrantying Party
cannot cure the breach within a specified period following the date on which the
party was notified of the breach, then

          o    the Warrantying Party will be obligated to repurchase the Whole
               Loan from the trustee within a specified period from the date on
               which the Warrantying Party was notified of the breach, at the
               Purchase Price; or

          o    if so provided in the prospectus supplement for a series, the
               Warrantying Party, will have the option, within a specified
               period after initial issuance of such series of certificates, to
               cause the Whole Loan to be removed from the trust fund and
               substitute in its place one or more other Whole Loans, in
               accordance with the standards described in the related prospectus
               supplement; or

          o    if so provided in the prospectus supplement for a series, the
               Warrantying Party, will have the option to reimburse the trust
               fund or the certificateholders for any losses caused by the
               breach.

This reimbursement, repurchase or substitution obligation will constitute the
sole remedy available to holders of certificates or the trustee for a breach of
representation by a Warrantying Party.

     Neither Morgan Stanley Capital I Inc., except to the extent that it is the
Warrantying Party, nor the master servicer will be obligated to purchase or
substitute for a Whole Loan if a Warrantying Party defaults on its obligation to
do so, and no assurance can be given that Warrantying Parties will carry out
their obligations with respect to Whole Loans.

     Generally, the Warrantying Party will, with respect to a trust fund that
includes government securities or MBS, make or assign certain representations or
warranties, as of a specified date, with respect to the government securities or
MBS, covering

          o    the accuracy of the information set forth therefor on the
               schedule of assets appearing as an exhibit to the related
               Agreement and

          o    the authority of the Warrantying Party to sell the assets.

The related prospectus supplement will describe the remedies for a breach
thereof.

     A master servicer will make representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under, the
related Agreement. A breach of any of these representations which materially and
adversely affects the interests of the certificateholders and which continues
unremedied for thirty days after the giving of written notice of the breach to
the master servicer, the trustee or Morgan Stanley Capital I Inc. will
constitute an Event of Default under the Agreement. See "--Events of Default"
and "--Rights Upon Event of Default," below.


                                      -53-



CERTIFICATE ACCOUNT AND OTHER COLLECTION ACCOUNTS

   GENERAL

     The master servicer or the trustee or both will, as to each trust fund,
establish and maintain or cause to be established and maintained, the
Certificate Account, which must be either:

          o    an account or accounts the deposits in which are insured by the
               Bank Insurance Fund or the Savings Association Insurance Fund of
               the FDIC, to the limits established by the FDIC, and the
               uninsured deposits in which are otherwise secured such that the
               certificateholders have a claim with respect to the funds in the
               Certificate Account or a perfected first priority security
               interest against any collateral securing the funds that is
               superior to the claims of any other depositors or general
               creditors of the institution with which the Certificate Account
               is maintained or

          o    otherwise maintained with a bank or trust company, and in a
               manner, satisfactory to the Rating Agency or Agencies rating any
               class of certificates of the series.

The collateral eligible to secure amounts in the Certificate Account is limited
to Permitted Investments. A Certificate Account may be maintained as an
interest-bearing or a non-interest-bearing account and the funds held in the
account may be invested pending each succeeding Distribution Date in short-term
Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to a master servicer or its designee, or
another service provider as additional servicing compensation, or may be added
to the funds in such account and used for the same purpose. The Certificate
Account may be maintained with an institution that is an affiliate of the master
servicer, if applicable, provided that the institution meets the standards
imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or
Agencies and so specified in the related prospectus supplement, a Certificate
Account may contain funds relating to more than one series of mortgage
pass-through certificates and may contain other funds respecting payments on
mortgage loans belonging to the master servicer or serviced or master serviced
by it on behalf of others.

DEPOSITS

     Generally, a master servicer or the trustee will deposit or cause to be
deposited in the Certificate Account for one or more trust funds the following
payments and collections received, or advances made, by the master servicer or
the trustee or on its behalf subsequent to the Cut-off Date, other than payments
due on or before the Cut-off Date, and exclusive of any amounts representing a
Retained Interest, all payments on account of principal, including principal
prepayments, on the assets;

     (1)  all payments on account of interest on the assets, including any
          default interest collected, in each case net of any portion thereof
          retained by a master servicer, a subservicer or a special servicer as
          its servicing compensation and net of any Retained Interest;

     (2)  all proceeds of the hazard, business interruption and general
          liability insurance policies to be maintained in respect of each
          mortgaged property securing a Whole Loan in the trust fund, to the
          extent the proceeds are not applied to the restoration of the property
          or released to the borrower in accordance with normal servicing
          procedures and all Insurance Proceeds and all Liquidation Proceeds,
          together with the net proceeds on a monthly basis with respect to any
          mortgaged properties acquired for the benefit of certificateholders by
          foreclosure or by deed in lieu of foreclosure or otherwise;

     (3)  any amounts paid under any instrument or drawn from any fund that
          constitutes Credit Support for the related series of certificates as
          described under "Description of Credit Support";

     (4)  any advances made as described under "Description of the
          Certificates--Advances in Respect of Delinquencies";

     (5)  any amounts representing prepayment premiums;


                                      -54-



     (6)  any amounts paid under any Cash Flow Agreement, as described under
          "Description of the Trust Funds--Cash Flow Agreements";

     (7)  all proceeds of any asset or, with respect to a Whole Loan, property
          acquired in respect thereof purchased by Morgan Stanley Capital I
          Inc., any asset seller or any other specified person as described
          above under "--Assignment of Assets; Repurchases" and
          "--Representations and Warranties; Repurchases," all proceeds of any
          defaulted mortgage loan purchased as described below under
          "--Realization Upon Defaulted Whole Loans," and all proceeds of any
          asset purchased as described above under "Description of the
          Certificates--Termination";

     (8)  any amounts paid by a master servicer to cover certain interest
          shortfalls arising out of the prepayment of Whole Loans in the trust
          fund as described under "Description of the Agreements--Retained
          Interest; Servicing Compensation and Payment of Expenses";

     (9)  to the extent that any item does not constitute additional servicing
          compensation to a master servicer, any payments on account of
          modification or assumption fees, late payment charges, prepayment
          premiums or Equity Participations on the mortgage loans or MBS or
          both;

     (10) all payments required to be deposited in the Certificate Account with
          respect to any deductible clause in any blanket insurance policy
          described below under "--Hazard Insurance Policies";

     (11) any amount required to be deposited by a master servicer or the
          trustee in connection with losses realized on investments for the
          benefit of the master servicer or the trustee, as the case may be, of
          funds held in the Certificate Account; and

     (12) any other amounts required to be deposited in the Certificate Account
          as provided in the related Agreement and described in the related
          prospectus supplement.

WITHDRAWALS

     Generally, a master servicer or the trustee may, from time to time make
withdrawals from the Certificate Account for each trust fund for any of the
following purposes:

     (1)  to make distributions to the certificateholders on each Distribution
          Date;

     (2)  to reimburse a master servicer for unreimbursed amounts advanced as
          described above under "Description of the Certificates--Advances in
          Respect of Delinquencies," the reimbursement to be made out of amounts
          received which were identified and applied by the master servicer as
          late collections of interest, net of related servicing fees and
          Retained Interest, on and principal of the particular Whole Loans with
          respect to which the advances were made or out of amounts drawn under
          any form of Credit Support with respect to those Whole Loans;

     (3)  to reimburse a master servicer for unpaid servicing fees earned and
          certain unreimbursed servicing expenses incurred with respect to Whole
          Loans and properties acquired in respect thereof, such reimbursement
          to be made out of amounts that represent Liquidation Proceeds and
          Insurance Proceeds collected on the particular Whole Loans and
          properties, and net income collected on the particular properties,
          with respect to which the fees were earned or the expenses were
          incurred or out of amounts drawn under any form of Credit Support with
          respect to such Whole Loans and properties;

     (4)  to reimburse a master servicer for any advances described in clause
          (2) above and any servicing expenses described in clause (3) above
          which, in the master servicer's good faith judgment, will not be
          recoverable from the amounts described in clauses (2) and (3),
          respectively, the reimbursement to be made from amounts collected on
          other assets or, if and to the extent so provided by the related
          Agreement and described in the related prospectus supplement, just
          from that portion of amounts collected on other assets that is
          otherwise distributable on one or more classes of Subordinate
          Certificates, if any, remain outstanding, and otherwise any
          outstanding class of certificates, of the related series;


                                      -55-



     (5)  if and to the extent described in the related prospectus supplement,
          to pay a master servicer interest accrued on the advances described in
          clause (2) above and the servicing expenses described in clause (3)
          above while these amounts remain outstanding and unreimbursed;

     (6)  to pay for costs and expenses incurred by the trust fund for
          environmental site assessments with respect to, and for containment,
          clean-up or remediation of hazardous wastes, substances and materials
          on, mortgaged properties securing defaulted Whole Loans as described
          below under "--Realization Upon Defaulted Whole Loans";

     (7)  to reimburse a master servicer, Morgan Stanley Capital I Inc., or any
          of their respective directors, officers, employees and agents, as the
          case may be, for certain expenses, costs and liabilities incurred
          thereby, as and to the extent described below under "--Matters
          Regarding a Master Servicer and the Depositor";

     (8)  if and to the extent described in the related prospectus supplement,
          to pay or to transfer to a separate account for purposes of escrowing
          for the payment of the trustee's fees;

     (9)  to reimburse the trustee or any of its directors, officers, employees
          and agents, as the case may be, for certain expenses, costs and
          liabilities incurred thereby, as and to the extent described below
          under "--Matters Regarding the Trustee";

     (10) unless otherwise provided in the related prospectus supplement, to pay
          a master servicer, as additional servicing compensation, interest and
          investment income earned in respect of amounts held in the Certificate
          Account;

     (11) to pay the person entitled thereto any amounts deposited in the
          Certificate Account that were identified and applied by the master
          servicer as recoveries of Retained Interest;

     (12) to pay for costs reasonably incurred in connection with the proper
          operation, management and maintenance of any mortgaged property
          acquired for the benefit of certificateholders by foreclosure or by
          deed in lieu of foreclosure or otherwise, these payments to be made
          out of income received on this type of property;

     (13) if one or more elections have been made to treat the trust fund or
          designated portions thereof as a REMIC, to pay any federal, state or
          local taxes imposed on the trust fund or its assets or transactions,
          as and to the extent described below under "Federal Income Tax
          Consequences--REMICs--Prohibited Transactions Tax and Other Taxes";

     (14) to pay for the cost of an independent appraiser or other expert in
          real estate matters retained to determine a fair sale price for a
          defaulted Whole Loan or a property acquired in respect thereof in
          connection with the liquidation of the defaulted Whole Loan or
          property;

     (15) to pay for the cost of various opinions of counsel obtained pursuant
          to the related Agreement for the benefit of certificateholders;

     (16) to pay for the costs of recording the related Agreement if recordation
          materially and beneficially affects the interests of
          certificateholders, provided that the payment shall not constitute a
          waiver with respect to the obligation of the Warrantying Party to
          remedy any breach of representation or warranty under the Agreement;

     (17) to pay the person entitled thereto any amounts deposited in the
          Certificate Account in error, including amounts received on any asset
          after its removal from the trust fund whether by reason of purchase or
          substitution as contemplated by "--Assignment of Assets; Repurchase"
          and "--Representations and Warranties; Repurchases" or otherwise;

     (18) to make any other withdrawals permitted by the related Agreement and
          described in the related prospectus supplement; and

     (19) to clear and terminate the Certificate Account at the termination of
          the trust fund.


                                      -56-



OTHER COLLECTION ACCOUNTS

     Notwithstanding the foregoing, if so specified in the related prospectus
supplement, the Agreement for any series of certificates may provide for the
establishment and maintenance of a separate collection account into which the
master servicer or any related subservicer or special servicer will deposit on a
daily basis the amounts described under "--Deposits" above for one or more
series of certificates. Any amounts on deposit in any collection account will be
withdrawn therefrom and deposited into the appropriate Certificate Account by a
time specified in the related prospectus supplement. To the extent specified in
the related prospectus supplement, any amounts which could be withdrawn from the
Certificate Account as described under "--Withdrawals" above, may also be
withdrawn from any collection account. The prospectus supplement will set forth
any restrictions with respect to any collection account, including investment
restrictions and any restrictions with respect to financial institutions with
which any collection account may be maintained.

COLLECTION AND OTHER SERVICING PROCEDURES

     The master servicer, directly or through subservicers, is required to make
reasonable efforts to collect all scheduled payments under the Whole Loans and
will follow or cause to be followed the collection procedures as it would follow
with respect to mortgage loans that are comparable to the Whole Loans and held
for its own account, provided the procedures are consistent with the Servicing
Standard. In connection therewith, the master servicer will be permitted in its
discretion to waive any late payment charge or penalty interest in respect of a
late Whole Loan payment.

     Each master servicer will also be required to perform other customary
functions of a servicer of comparable loans, including the following:

          o    maintaining, or causing the borrower or lessee on each mortgage
               or lease to maintain, hazard, business interruption and general
               liability insurance policies and, if applicable, rental
               interruption policies as described in this prospectus and in any
               related prospectus supplement, and filing and settling claims
               thereunder;

          o    maintaining escrow or impoundment accounts of borrowers for
               payment of taxes, insurance and other items required to be paid
               by any borrower pursuant to the Whole Loan;

          o    processing assumptions or substitutions in those cases where the
               master servicer has determined not to enforce any applicable
               Due-on-Sale clause; attempting to cure delinquencies;

          o    inspecting and managing mortgaged properties under certain
               circumstances; and

          o    maintaining accounting records relating to the Whole Loans.
               Generally the master servicer or another service provider, as
               specified in the related prospectus supplement, will be
               responsible for filing and settling claims in respect of
               particular Whole Loans under any applicable instrument of Credit
               Support. See "Description of Credit Support."

     The master servicer may agree to modify, waive or amend any term of any
Whole Loan in a manner consistent with the Servicing Standard so long as the
modification, waiver or amendment will not

          o    affect the amount or timing of any scheduled payments of
               principal or interest on the Whole Loan or

          o    in its judgment, materially impair the security for the Whole
               Loan or reduce the likelihood of timely payment of amounts due
               thereon.


                                      -57-



Except to the extent another standard is specified in the related prospectus
supplement, the special servicer may agree to any modification, waiver or
amendment that would so affect or impair the payments on, or the security for, a
Whole Loan if,

          o    in its judgment, a material default on the Whole Loan has
               occurred or a payment default is imminent and

          o    in its judgment, that modification, waiver or amendment is
               reasonably likely to produce a greater recovery with respect to
               the Whole Loan on a present value basis than would liquidation.

The master servicer or special servicer is required to notify the trustee in the
event of any modification, waiver or amendment of any Whole Loan.

SUBSERVICERS

     A master servicer may delegate its servicing obligations in respect of the
Whole Loans to a subservicer, but the master servicer will remain obligated
under the related Agreement. Each subservicing agreement must be consistent with
the terms of the related Agreement and must provide that, if for any reason the
master servicer for the related series of certificates is no longer acting in
the capacity of master servicer, the trustee or any successor master servicer
may assume the master servicer's rights and obligations under the subservicing
agreement.

     Generally, the master servicer will be solely liable for all fees owed by
it to any subservicer, irrespective of whether the master servicer's
compensation pursuant to the related Agreement is sufficient to pay those fees;
however, if so specified in the related prospectus supplement, a subservicer may
be compensated directly from the trust fund, or in another manner. A subservicer
may be entitled to a Retained Interest in certain Whole Loans. Each subservicer
will be reimbursed by the master servicer for certain expenditures which it
makes, generally to the same extent the master servicer would be reimbursed
under an Agreement. See "--Retained Interest; Servicing Compensation and Payment
of Expenses" below.

SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, a special
servicer may be appointed. A special servicer will generally be appointed for
the purpose of servicing mortgage loans that are in default or as to which a
default is imminent. The related prospectus supplement will describe the rights,
obligations and compensation of a special servicer. The master servicer will
only be responsible for the duties and obligations of a special servicer to the
extent set forth in the prospectus supplement.

REALIZATION UPON DEFAULTED WHOLE LOANS

     A borrower's failure to make required payments may reflect inadequate
income or the diversion of that income from the service of payments due under
the mortgage loan, and may call into question the borrower's ability to make
timely payment of taxes and to pay for necessary maintenance of the related
mortgaged property. Unless otherwise provided in the related prospectus
supplement, the special servicer is required to:

          o    monitor any Whole Loan which is in default,

          o    contact the borrower concerning the default,

          o    evaluate whether the causes of the default can be cured over a
               reasonable period without significant impairment of the value of
               the mortgaged property,

          o    initiate corrective action in cooperation with the borrower if
               cure is likely,

          o    inspect the mortgaged property, and

          o    take any other actions as are consistent with the Servicing
               Standard.


                                      -58-



A significant period of time may elapse before the special servicer is able to
assess the success of the corrective action or the need for additional
initiatives.

     The time within which the special servicer makes the initial determination
of appropriate action, evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses or takes a deed to a mortgaged property in lieu of foreclosure on
behalf of the certificateholders, may vary considerably depending on the
particular Whole Loan, the mortgaged property, the borrower, the presence of an
acceptable party to assume the Whole Loan and the laws of the jurisdiction in
which the mortgaged property is located. Under federal bankruptcy law, the
special servicer in certain cases may not be permitted to accelerate a Whole
Loan or to foreclose on a mortgaged property for a considerable period of time.
See "Legal Aspects of the Mortgage Loans and the Leases."

     Any Agreement relating to a trust fund that includes Whole Loans may grant
to the loan seller, the special or master servicer or the holder or holders of
certain classes of certificates, or all of them, an option to purchase from the
trust fund at its fair value any Whole Loan as to which a specified number of
scheduled payments thereunder or a balloon payment are delinquent, or as to
which there are other defaults specified in the related prospectus supplement.
In addition, a Whole Loan that is in default may be subject to a purchase option
on the part of another lender whose loan is secured by the related real estate
collateral or by a security interest in the equity in the related borrower.
Further, if so specified in the related prospectus supplement, a special
servicer or other specified party for a trust fund may be obligated to sell a
mortgage asset that is in default. Any such option granted to the holder of an
offered certificate will be described in the related prospectus supplement. Any
such option may be assignable to any person or entity. If so specified in the
related prospectus supplement, additional or alternative procedures may be used
to sell a defaulted mortgage loan.

     If a default on a Whole Loan has occurred or, in the master servicer's or
special servicer's judgment is imminent, and the action is consistent with the
servicing standard, the special servicer, on behalf of the trustee, may at any
time:

          o    institute foreclosure proceedings,

          o    exercise any power of sale contained in any mortgage,

          o    obtain a deed in lieu of foreclosure, or

          o    otherwise acquire title to a mortgaged property securing the
               Whole Loan.

Unless otherwise specified in the related prospectus supplement, the special
servicer may not acquire title to any related mortgaged property or take any
other action that would cause the trustee, for the benefit of
certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of that mortgaged property within the meaning of federal environmental laws,
unless the special servicer has previously determined, based on a report
prepared by a person who regularly conducts environmental audits, which report
will be an expense of the trust fund, that either:

          o    the mortgaged property is in compliance with applicable
               environmental laws, and there are no circumstances present at the
               mortgaged property relating to the use, management or disposal of
               any hazardous substances, hazardous materials, wastes, or
               petroleum-based materials for which investigation, testing,
               monitoring, containment, clean-up or remediation could be
               required under any federal, state or local law or regulation; or

          o    if the mortgaged property is not so in compliance or such
               circumstances are so present, then it would be in the best
               economic interest of the trust fund to acquire title to the
               mortgaged property and further to take the actions as would be
               necessary and appropriate to effect the compliance and respond to
               the circumstances, the cost of which actions will be an expense
               of the trust fund.

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which a REMIC election
has been made, the special servicer, on behalf of the trust fund, will be


                                      -59-



required to sell the mortgaged property prior to the close of the third calendar
year following the year of acquisition of the mortgaged property by the trust
fund, unless

          o    the Internal Revenue Service grants an extension of time to sell
               the property or

          o    the trustee receives an opinion of independent counsel to the
               effect that the holding of the property by the trust fund
               subsequent to that period will not result in the imposition of a
               tax on the trust fund or cause the trust fund to fail to qualify
               as a REMIC under the Code at any time that any certificate is
               outstanding.

Subject to the foregoing, the special servicer will be required to

          o    solicit bids for any mortgaged property so acquired by the trust
               fund as will be reasonably likely to realize a fair price for the
               property and

          o    accept the first and, if multiple bids are contemporaneously
               received, the highest cash bid received from any person that
               constitutes a fair price.

     If the trust fund acquires title to any mortgaged property, the special
servicer, on behalf of the trust fund, may retain an independent contractor to
manage and operate the property. The retention of an independent contractor,
however, will not relieve the special servicer of any of its obligations with
respect to the management and operation of that property. Unless otherwise
specified in the related prospectus supplement, any property acquired by the
trust fund will be managed in a manner consistent with the management and
operation of similar property by a prudent lending institution.

     The limitations imposed by the related Agreement and the REMIC Provisions
of the Code, if a REMIC election has been made with respect to the related trust
fund, on the operations and ownership of any mortgaged property acquired on
behalf of the trust fund may result in the recovery of an amount less than the
amount that would otherwise be recovered. See "Legal Aspects of the Mortgage
Loans and the Leases--Foreclosure."

     If recovery on a defaulted Whole Loan under any related instrument of
Credit Support is not available, the special servicer nevertheless will be
obligated to follow or cause to be followed normal practices and procedures as
it deems necessary or advisable to realize upon the defaulted Whole Loan. If the
proceeds of any liquidation of the property securing the defaulted Whole Loan
are less than the outstanding principal balance of the defaulted Whole Loan plus
interest accrued thereon at the mortgage rate plus the aggregate amount of
expenses incurred by the special servicer in connection with such proceedings
and which are reimbursable under the Agreement, the trust fund will realize a
loss in the amount of that difference. The special servicer will be entitled to
withdraw or cause to be withdrawn from the Certificate Account out of the
Liquidation Proceeds recovered on any defaulted Whole Loan, prior to the
distribution of the Liquidation Proceeds to certificateholders, amounts
representing its normal servicing compensation on the Whole Loan, unreimbursed
servicing expenses incurred with respect to the Whole Loan and any unreimbursed
advances of delinquent payments made with respect to the Whole Loan.

     If any property securing a defaulted Whole Loan is damaged and proceeds, if
any, from the related hazard insurance policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under the related
instrument of Credit Support, if any, the special servicer is not required to
expend its own funds to restore the damaged property unless it determines

          o    that the restoration will increase the proceeds to
               certificateholders on liquidation of the Whole Loan after
               reimbursement of the special servicer for its expenses and

          o    that the expenses will be recoverable by it from related
               Insurance Proceeds or Liquidation Proceeds.

     As servicer of the Whole Loans, a master servicer, on behalf of itself, the
trustee and the certificateholders, will present claims to the obligor under
each instrument of Credit Support, and will take reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Whole Loans.


                                      -60-



     If a master servicer, special servicer, or its designee recovers payments
under any instrument of Credit Support with respect to any defaulted Whole Loan,
the master or special servicer will be entitled to withdraw or cause to be
withdrawn from the Certificate Account out of those proceeds, prior to
distribution thereof to certificateholders, amounts representing master and
special servicing compensation on the Whole Loan, unreimbursed servicing
expenses incurred with respect to the Whole Loan and any unreimbursed advances
of delinquent payments made with respect to the Whole Loan. See "--Hazard
Insurance Policies" and "Description of Credit Support."

HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
Agreement for a trust fund that includes Whole Loans will require the master
servicer to cause the borrower on each Whole Loan to maintain a hazard insurance
policy providing for the coverage required under the related mortgage or, if any
mortgage permits the holder thereof to dictate to the borrower the insurance
coverage to be maintained on the related mortgaged property, then the coverage
that is consistent with the Servicing Standard. Unless otherwise specified in
the related prospectus supplement, the coverage will be in general in an amount
equal to the lesser of the principal balance owing on the Whole Loan and the
amount necessary to fully compensate for any damage or loss to the improvements
on the mortgaged property on a replacement cost basis, but in either case not
less than the amount necessary to avoid the application of any co-insurance
clause contained in the hazard insurance policy. The ability of the master
servicer to assure that hazard insurance proceeds are appropriately applied may
be dependent upon its being named as an additional insured under any hazard
insurance policy and under any other insurance policy referred to below in this
section, or upon the extent to which information in this regard is furnished by
borrowers. All amounts collected by the master servicer under any policy, except
for amounts to be applied to the restoration or repair of the mortgaged property
or released to the borrower in accordance with the master servicer's normal
servicing procedures, subject to the terms and conditions of the related
mortgage and mortgage note, will be deposited in the Certificate Account. The
Agreement will provide that the master servicer may satisfy its obligation to
cause each borrower to maintain a hazard insurance policy by the master
servicer's maintaining a blanket policy insuring against hazard losses on the
Whole Loans. If the blanket policy contains a deductible clause, the master
servicer will be required to deposit in the Certificate Account all sums that
would have been deposited in the Certificate Account but for that clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by respective state laws, and
most of these policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water-related causes,
earth movement, including earthquakes, landslides and mudflows, wet or dry rot,
vermin, domestic animals and other kinds of uninsured risks.

     The hazard insurance policies covering the mortgaged properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage,
generally 80% to 90%, of the full replacement value of the improvements on the
property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, the co-insurance
clause generally provides that the insurer's liability in the event of partial
loss does not exceed the lesser of

          o    the replacement cost of the improvements less physical
               depreciation and

          o    the proportion of the loss as the amount of insurance carried
               bears to the specified percentage of the full replacement cost of
               the improvements.

     Each Agreement for a trust fund that includes Whole Loans will require the
master servicer to cause the borrower on each Whole Loan, or, in certain cases,
the related lessee, to maintain all other insurance coverage with respect to the
related mortgaged property as is consistent with the terms of the related
mortgage and the Servicing Standard, which insurance may typically include flood
insurance if the related mortgaged property was located at the


                                      -61-



time of origination in a federally designated flood area.

     In addition, to the extent required by the related mortgage, the master
servicer may require the borrower or related lessee to maintain other forms of
insurance including, but not limited to, loss of rent endorsements, business
interruption insurance and comprehensive public liability insurance, and the
related Agreement may require the master servicer, subservicer or special
servicer to maintain public liability insurance with respect to any REO
Properties. Any cost incurred by the master servicer in maintaining any
insurance policy will be added to the amount owing under the mortgage loan where
the terms of the mortgage loan so permit; provided, however, that the addition
of this cost will not be taken into account for purposes of calculating the
distribution to be made to certificateholders. These costs may be recovered by
the master servicer, subservicer or special servicer, as the case may be, from
the Collection Account, with interest thereon, as provided by the Agreement.

     Under the terms of the Whole Loans, borrowers will generally be required to
present claims to insurers under hazard insurance policies maintained on the
related mortgaged properties. The master servicer, on behalf of the trustee and
certificateholders, is obligated to present or cause to be presented claims
under any blanket insurance policy insuring against hazard losses on mortgaged
properties securing the Whole Loans. However, the ability of the master servicer
to present or cause to be presented these claims is dependent upon the extent to
which information in this regard is furnished to the master servicer by
borrowers.

RENTAL INTERRUPTION INSURANCE POLICY

     If so specified in the related prospectus supplement, the master servicer
or the borrowers will maintain rental interruption insurance policies in full
force and effect with respect to some or all of the leases. Although the terms
of these policies vary to some degree, a rental interruption insurance policy
typically provides that, to the extent that a lessee fails to make timely rental
payments under the related lease due to a casualty event, the losses will be
reimbursed to the insured. If so specified in the related prospectus supplement,
the master servicer will be required to pay from its servicing compensation the
premiums on the rental interruption policy on a timely basis. If so specified in
the prospectus supplement, if the rental interruption policy is canceled or
terminated for any reason other than the exhaustion of total policy coverage,
the master servicer will exercise its best reasonable efforts to obtain from
another insurer a replacement policy comparable to the rental interruption
policy with a total coverage that is equal to the then existing coverage of the
terminated rental interruption policy. However, if the cost of any replacement
policy is greater than the cost of the terminated rental interruption policy,
the amount of coverage under the replacement policy will, to the extent set
forth in the related prospectus supplement, be reduced to a level such that the
applicable premium does not exceed, by a percentage that may be set forth in the
related prospectus supplement, the cost of the rental interruption policy that
was replaced. Any amounts collected by the master servicer under the rental
interruption policy in the nature of insurance proceeds will be deposited in the
Certificate Account.

FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE

     Unless otherwise specified in the related prospectus supplement, each
Agreement will require that the master servicer and any special servicer obtain
and maintain in effect a fidelity bond or similar form of insurance coverage
which may provide blanket coverage or any combination thereof insuring against
loss occasioned by fraud, theft or other intentional misconduct of the officers,
employees and agents of the master servicer or the special servicer, as
applicable. The related Agreement will allow the master servicer and any special
servicer to self-insure against loss occasioned by the errors and omissions of
the officers, employees and agents of the master servicer or the special
servicer so long as criteria set forth in the Agreement are met.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the Whole Loans may contain clauses requiring the consent of the
lender to any sale or other transfer of the related mortgaged property, or
Due-on-Sale clauses entitling the lender to accelerate payment of the Whole Loan
upon any sale or other transfer of the related mortgaged property. Some of the
Whole Loans may contain clauses requiring the consent of the lender to the
creation of any other lien or encumbrance on the mortgaged property or
Due-on-Encumbrance clauses entitling the lender to accelerate payment of the
Whole Loan upon the


                                      -62-



creation of any other lien or encumbrance upon the mortgaged property. Unless
otherwise provided in the related prospectus supplement, the master servicer, on
behalf of the trust fund, will exercise any right the trustee may have as lender
to accelerate payment of the Whole Loan or to withhold its consent to any
transfer or further encumbrance in a manner consistent with the Servicing
Standard. Unless otherwise specified in the related prospectus supplement, any
fee collected by or on behalf of the master servicer for entering into an
assumption agreement will be retained by or on behalf of the master servicer as
additional servicing compensation. See "Legal Aspects of the Mortgage Loans and
the Leases--Due-on-Sale and Due-on-Encumbrance."

RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     The prospectus supplement for a series of certificates will specify whether
there will be any Retained Interest in the assets, and, if so, the initial owner
thereof. If so, the Retained Interest will be established on a loan by loan
basis and will be specified on an exhibit to the related Agreement.

     Unless otherwise specified in the related prospectus supplement, the master
servicer's and a subservicer's primary servicing compensation with respect to a
series of certificates will come from the periodic payment to it of a portion of
the interest payment on each asset. Since any Retained Interest and a master
servicer's primary compensation are percentages of the principal balance of each
asset, these amounts will decrease in accordance with the amortization of the
assets. The prospectus supplement with respect to a series of certificates
evidencing interests in a trust fund that includes Whole Loans may provide that,
as additional compensation, the master servicer or the subservicers may retain
all or a portion of assumption fees, modification fees, late payment charges or
prepayment premiums collected from borrowers and any interest or other income
which may be earned on funds held in the Certificate Account or any account
established by a subservicer pursuant to the Agreement.

     The master servicer may, to the extent provided in the related prospectus
supplement, pay from its servicing compensation certain expenses incurred in
connection with its servicing and managing of the assets, including, without
limitation, payment of the fees and disbursements of the trustee and independent
accountants, payment of expenses incurred in connection with distributions and
reports to certificateholders, and payment of any other expenses described in
the related prospectus supplement. Certain other expenses, including certain
expenses relating to defaults and liquidations on the Whole Loans and, to the
extent so provided in the related prospectus supplement, interest thereon at the
rate specified in the related prospectus supplement, and the fees of any special
servicer, may be borne by the trust fund.

EVIDENCE AS TO COMPLIANCE

     The related prospectus supplement will identify each party that will be
required to deliver annually to the trustee, master servicer or us, as
applicable, on or before the date specified in the applicable pooling and
servicing agreement, an officer's certificate stating that (i) a review of that
party's servicing activities during the preceding calendar year and of
performance under the pooling and servicing agreement has been made under the
officer's supervision, and (ii) to the best of the officer's knowledge, based on
the review, such party has fulfilled all its obligations under the pooling and
servicing agreement throughout the year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying the failure
known to the officer and the nature and status of the failure.

     In addition, each party that participates in the servicing and
administration of more than 5% of the mortgage loans and other assets comprising
a trust for any series will be required to deliver annually to us and/or the
trustee, a report (an "Assessment of Compliance") that assesses compliance by
that party with the servicing criteria set forth in Item 1122(d) of Regulation
AB (17 CFR 229.1122) that contains the following:

     (a)  a statement of the party's responsibility for assessing compliance
          with the servicing criteria applicable to it;

     (b)  a statement that the party used the criteria in Item 1122(d) of
          Regulation AB to assess compliance with the applicable servicing
          criteria;

     (c)  the party's assessment of compliance with the applicable servicing
          criteria during and as of the end of the prior calendar month, setting
          forth any material instance of noncompliance identified by the party;
          and


                                      -63-



     (d)  a statement that a registered public accounting firm has issued an
          attestation report on the party's assessment of compliance with the
          applicable servicing criteria during and as of the end of the prior
          calendar month.

     Each party that is required to deliver an Assessment of Compliance will
also be required to simultaneously deliver a report (an "Attestation Report") of
a registered public accounting firm, prepared in accordance with the standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, that expresses an opinion, or states that an opinion cannot be
expressed, concerning the party's assessment of compliance with the applicable
servicing criteria.

MATTERS REGARDING A MASTER SERVICER, A SPECIAL SERVICER AND THE DEPOSITOR

     The master servicer, if any, a special servicer, or a servicer for
substantially all the Whole Loans under each Agreement will be named in the
related prospectus supplement. The entity serving as master servicer, as special
servicer or as servicer may be an affiliate of Morgan Stanley Capital I Inc. and
may have other normal business relationships with Morgan Stanley Capital I Inc.
or Morgan Stanley Capital I Inc.'s affiliates. Reference to the master servicer
shall be deemed to be to the servicer of substantially all of the Whole Loans,
if applicable.

     Generally, the related Agreement will provide that the master servicer may
resign from its obligations and duties only if (i) (A) a successor servicer is
available, willing to assume the obligations, responsibilities, and covenants to
be performed by the master servicer on substantially the same terms and
conditions, and for not more than equivalent compensation, and assumes all
obligations of the resigning master servicer under any primary servicing
agreements; (B) the resigning master servicer bears all costs associated with
its resignation and the transfer of servicing; and (C) each rating agency rating
the applicable series delivers written confirmation that such transfer of
servicing will not result in the downgrade, qualification or withdrawal of its
ratings of the certificates of such series or (ii) upon a determination that its
duties under the Agreement are no longer permissible under applicable law or are
in material conflict by reason of applicable law with another activity carried
on by it that was performed by the master servicer on the date of the Agreement.
No resignation will become effective until the trustee or a successor servicer
has assumed the master servicer's obligations and duties under the Agreement.

     Generally the Agreements will further provide that neither any master
servicer, any special servicer, Morgan Stanley Capital I Inc. nor any director,
officer, employee, or agent of a master servicer, a special servicer or Morgan
Stanley Capital I Inc. will be under any liability to the related trust fund or
certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to the Agreement. However, neither a master
servicer, a special servicer, Morgan Stanley Capital I Inc. nor any director,
officer, employee, or agent of a master servicer, a special servicer or Morgan
Stanley Capital I Inc. will be protected against any breach of a representation,
warranty or covenant made in the Agreement, or against any liability
specifically imposed by the Agreement, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of obligations or duties thereunder or by reason
of reckless disregard of obligations and duties thereunder. The Agreements will
further provide that any master servicer, any special servicer, Morgan Stanley
Capital I Inc. and any director, officer, employee or agent of a master servicer
or Morgan Stanley Capital I Inc. will be entitled to indemnification by the
related trust fund and will be held harmless against any loss, liability or
expense incurred in connection with any legal action relating to the Agreement
or the certificates; provided, however, that generally the indemnification will
not extend to any loss, liability or expense:

          o    specifically imposed by the Agreement or otherwise incidental to
               the performance of obligations and duties thereunder, including,
               in the case of a master servicer or special servicer, the
               prosecution of an enforcement action in respect of any specific
               Whole Loan or Whole Loans, except as any loss, liability or
               expense shall be otherwise reimbursable pursuant to the
               Agreement;

          o    incurred in connection with any breach of a representation,
               warranty or covenant made in the Agreement;

          o    incurred by reason of misfeasance, bad faith or gross negligence
               in the performance of obligations or duties thereunder, or by
               reason of reckless disregard of its obligations or duties.


                                      -64-



In addition, each Agreement will provide that none of any master servicer, any
special servicer or Morgan Stanley Capital I Inc. will be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to
its respective responsibilities under the Agreement and which in its opinion may
involve it in any expense or liability. The master servicer, the special
servicer or Morgan Stanley Capital I Inc. may, however, in its discretion
undertake any action which it may deem necessary or desirable with respect to
the Agreement and the rights and duties of the parties thereto and the interests
of the certificateholders thereunder. In this event, the legal expenses and
costs of the action and any liability resulting therefrom will be expenses,
costs and liabilities of the certificateholders, and the master servicer, the
special servicer or Morgan Stanley Capital I Inc., as the case may be, will be
entitled to be reimbursed therefor and to charge the Certificate Account.

     Any person into which the master servicer, the special servicer or Morgan
Stanley Capital I Inc. may be merged or consolidated, or any person resulting
from any merger or consolidation to which the master servicer, the special
servicer or Morgan Stanley Capital I Inc. is a party, or any person succeeding
to the business of the master servicer, the special servicer or Morgan Stanley
Capital I Inc., will be the successor of the master servicer, the special
servicer or Morgan Stanley Capital I Inc., as the case may be, under the related
Agreement.

EVENTS OF DEFAULT

     Unless otherwise provided in the related prospectus supplement for a trust
fund that includes Whole Loans, Events of Default under the related Agreement
will include:

     (1)  any failure by the master servicer to distribute or cause to be
          distributed to certificateholders, or to remit to the trustee for
          distribution to certificateholders, any required payment;

     (2)  any failure by the master servicer duly to observe or perform in any
          material respect any of its other covenants or obligations under the
          Agreement which continues unremedied for thirty days after written
          notice of the failure has been given to the master servicer by the
          trustee or Morgan Stanley Capital I Inc., or to the master servicer,
          Morgan Stanley Capital I Inc. and the trustee by the holders of
          certificates evidencing not less than 25% of the Voting Rights;

     (3)  any breach of a representation or warranty made by the master servicer
          under the Agreement which materially and adversely affects the
          interests of certificateholders and which continues unremedied for
          thirty days after written notice of that breach has been given to the
          master servicer by the trustee or Morgan Stanley Capital I Inc., or to
          the master servicer, Morgan Stanley Capital I Inc. and the trustee by
          the holders of certificates evidencing not less than 25% of the Voting
          Rights; and

     (4)  certain events of insolvency, readjustment of debt, marshalling of
          assets and liabilities or similar proceedings and certain actions by
          or on behalf of the master servicer indicating its insolvency or
          inability to pay its obligations.

Material variations to the foregoing Events of Default--other than to shorten
cure periods or eliminate notice requirements--will be specified in the related
prospectus supplement. The trustee shall, not later than the later of 60 days
after the occurrence of any event which constitutes or, with notice or lapse of
time or both, would constitute an Event of Default and five days after certain
officers of the trustee become aware of the occurrence of such an event,
transmit by mail to Morgan Stanley Capital I Inc. and all certificateholders of
the applicable series notice of the occurrence, unless the default shall have
been cured or waived.

     With respect to any series of certificates as to which there is a special
servicer, similar Events of Default will generally exist under the related
Agreement with respect to the special servicer.

RIGHTS UPON EVENT OF DEFAULT

     So long as an Event of Default under an Agreement remains unremedied,
Morgan Stanley Capital I Inc. or the trustee may, and at the direction of
holders of certificates evidencing not less than 51% of the Voting Rights, the
trustee shall, terminate all of the rights and obligations of the applicable
servicer under the Agreement and in and to the mortgage loans, other than as a
certificateholder or as the owner of any Retained Interest, whereupon the
trustee will succeed to all of the responsibilities, duties and liabilities of
the applicable servicer (provided, that in the case of


                                      -65-



an Event of Default of the special servicer, the master servicer may instead
succeed to the obligations of the special servicer) under the Agreement, except
that if the trustee is prohibited by law from obligating itself to make advances
regarding delinquent mortgage loans, or if the related prospectus supplement so
specifies, then the trustee will not be obligated to make the advances, and will
be entitled to similar compensation arrangements. In the event that the trustee
is unwilling or unable so to act, it may appoint, or petition a court of
competent jurisdiction for the appointment of, a loan servicing institution as
to which each Rating Agency rating the certificates has confirmed that such
appointment will not result in the downgrade, qualification or withdrawal of the
ratings of the certificates of the applicable series. Pending appointment, the
trustee (or master servicer, with respect to the special servicer) is obligated
to act in the capacity of the applicable servicer. The trustee and any successor
may agree upon the servicing compensation to be paid, which in no event may be
greater than the compensation payable to the master servicer under the
Agreement. Generally, the Agreements will provide that expenses relating to any
removal of a servicer upon an Event of Default or its voluntary resignation will
be required to be paid by such servicer.

     Unless otherwise described in the related prospectus supplement, the
holders of certificates representing at least 66 2/3% of the Voting Rights
allocated to the respective classes of certificates affected by any Event of
Default will be entitled to waive that Event of Default; provided, however, that
an Event of Default involving a failure to distribute a required payment to
certificateholders described in clause (1) under "--Events of Default" may be
waived only by all of the certificateholders. Upon any waiver of an Event of
Default, the Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose under the Agreement.

     No certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless the holder previously has given to
the trustee written notice of default and unless the holders of certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the trustee to institute the proceeding in its own name as trustee thereunder
and have offered to the trustee reasonable indemnity, and the trustee for sixty
days has neglected or refused to institute any proceeding. The trustee, however,
is under no obligation to

          o    exercise any of the powers vested in it by any Agreement;

          o    make any investigation of matters arising under any Agreement; or

          o    institute, conduct or defend any litigation under any Agreement
               or related to any Agreement.

If any of the holders of certificates request, order or direct the trustee to
take any action, the trustee may require reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred.

AMENDMENT

     Each Agreement may be amended by the parties to the Agreement without the
consent of any of the holders of certificates covered by the Agreement:

     (1)  to cure any ambiguity;

     (2)  to correct, modify or supplement any provision in the Agreement which
          may be inconsistent with any other provision in the Agreement;

     (3)  to make any other provisions with respect to matters or questions
          arising under the Agreement which are not inconsistent with the
          provisions thereof; or

     (4)  to comply with any requirements imposed by the Code;

provided that the amendment--other than an amendment for the purpose specified
in clause (4) above--will not, as evidenced by an opinion of counsel to that
effect, adversely affect in any material respect the interests of any holder of
certificates covered by the Agreement.

     Each Agreement may also be amended by Morgan Stanley Capital I Inc., the
master servicer, if any, and the trustee, with the consent of the holders of
certificates affected evidencing not less than 51% (or such other


                                      -66-



percentage as may be specified in the related prospectus supplement) of the
Voting Rights, for any purpose. However, to the extent set forth in the related
prospectus supplement, no amendment may:

     (1)  reduce in any manner the amount of or delay the timing of, payments
          received or advanced on mortgage loans which are required to be
          distributed on any certificate without the consent of the holder of
          that certificate;

     (2)  adversely affect in any material respect the interests of the holders
          of any class of certificates in a manner other than as described in
          (1), without the consent of the holders of all certificates of that
          class; or

     (3)  modify the provisions of the Agreement described in this paragraph
          without the consent of the holders of all certificates covered by the
          Agreement then outstanding.

However, with respect to any series of certificates as to which a REMIC election
is to be made, the trustee will not consent to any amendment of the Agreement
unless it shall first have received an opinion of counsel to the effect that the
amendment will not result in the imposition of a tax on the related trust fund
or cause the related trust fund to fail to qualify as a REMIC at any time that
the related certificates are outstanding.

THE TRUSTEE

     The trustee under each Agreement will be named in the related prospectus
supplement. The commercial bank, national banking association, banking
corporation or trust company serving as trustee may have a banking relationship
with Morgan Stanley Capital I Inc. and its affiliates and with any master
servicer and its affiliates.

DUTIES OF THE TRUSTEE

     The trustee will make no representations as to the validity or sufficiency
of any Agreement, the certificates or any asset or related document and is not
accountable for the use or application by or on behalf of any master servicer of
any funds paid to the master servicer or its designee or any special servicer in
respect of the certificates or the assets, or deposited into or withdrawn from
the Certificate Account or any other account by or on behalf of the master
servicer or any special servicer. If no Event of Default has occurred and is
continuing, the trustee is required to perform only those duties specifically
required under the related Agreement. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
trustee is required to examine the documents and to determine whether they
conform to the requirements of the Agreement.

MATTERS REGARDING THE TRUSTEE

     Generally, the trustee and each of its partners, representatives,
affiliates, members, managers, directors, officers, employees, agents and
controlling persons is entitled to indemnification from the trust for any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action incurred without negligence or willful
misconduct on their respective part, arising out of, or in connection with the
related Agreement, the assets, the certificates and the acceptance or
administration of the trusts or duties created under the related Agreement
(including, without limitation, any unanticipated loss, liability or expense
incurred in connection with any action or inaction of any master servicer, any
special servicer or the Depositor but only to the extent the trustee is unable
to recover within a reasonable period of time such amount from such third party
pursuant to the related Agreement) including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the trustee and each of its
partners, representatives, affiliates, members, managers, directors, officers,
employees, agents and controlling persons shall be entitled to indemnification
from the trust for any unanticipated loss, liability or expense incurred in
connection with the provision by it of the reports required to be provided by it
pursuant to the related Agreement.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice thereof to Morgan Stanley Capital I Inc., the
master servicer, if any, and all certificateholders. Upon receiving the


                                      -67-



notice of resignation, Morgan Stanley Capital I Inc. is required promptly to
appoint a successor trustee acceptable to the master servicer, if any. If no
successor trustee shall have been so appointed and have accepted appointment
within 30-days after the giving of the notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

     If at any time the trustee (i) shall cease to be eligible to continue as
trustee under the related Agreement, or (ii) shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or (iii) a tax is imposed or
threatened with respect to the trust or any REMIC by any state in which the
trustee or the trust held by the trustee is located solely because of the
location of the trustee in such state; provided, however, that, if the trustee
agrees to indemnify the trust for such taxes, it shall not be removed pursuant
to this clause (iii), or (iv) the continuation of the trustee as such would
result in a downgrade, qualification or withdrawal of the rating by the Rating
Agencies of any class of certificates with a rating as evidenced in writing by
the Rating Agencies, then Morgan Stanley Capital I Inc. may remove the trustee
and appoint a successor trustee meeting the eligibility requirements set forth
in the related Agreement. If specified in the related Prospectus Supplement,
holders of the certificates of any series entitled to a specified percentage of
the Voting Rights for that series may at any time remove the trustee for cause
(or if specified in the related Prospectus Supplement, without cause) and
appoint a successor trustee.

     Any resignation or removal of the trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the
successor trustee. Generally, the Agreements will provide that expenses relating
to resignation of the Trustee or any removal of the Trustee for cause will be
required to be paid by the Trustee, and expenses relating to removal of the
Trustee without cause will be paid by the parties effecting such removal.

ADDITIONAL PARTIES TO THE AGREEMENTS

     If so specified in the prospectus supplement for a series, there may be one
or more additional parties to the related pooling and servicing agreement,
including but not limited to (i) a paying agent, which will make payments and
perform other specified duties with respect to the certificates, (ii) a
certificate registrar, which will maintain the register of certificates and
perform certain duties with respect to certificate transfer, (iii) an
authenticating agent, which will countersign the certificates on behalf of the
trustee and/or (iv) a fiscal agent, which will be required to make advances if
the trustee fails to do so when required.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     For any series of certificates, Credit Support may be provided with respect
to one or more classes thereof or the related assets. Credit Support may be in
the form of the subordination of one or more classes of certificates,
cross-support provisions, insurance or guarantees for the loans, letters of
credit, insurance policies and surety bonds, the establishment of one or more
reserve funds or any combination of the foregoing.

     Unless otherwise provided in the related prospectus supplement for a series
of certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee repayment of the entire Certificate Balance
of the certificates and interest thereon. If losses or shortfalls occur that
exceed the amount covered by Credit Support or that are not covered by Credit
Support, certificateholders will bear their allocable share of deficiencies.

     If Credit Support is provided with respect to one or more classes of
certificates of a series, or the related assets, the related prospectus
supplement will include a description of:

     (1)  the nature and amount of coverage under the Credit Support;

     (2)  any conditions to payment thereunder not otherwise described in this
          prospectus;


                                      -68-



     (3)  the conditions, if any, under which the amount of coverage under the
          Credit Support may be reduced and under which the Credit Support may
          be terminated or replaced;

     (4)  the material provisions relating to the Credit Support; and

     (5)  information regarding the obligor under any instrument of Credit
          Support, including:

          o    a brief description of its principal business activities;

          o    its principal place of business, place of incorporation and the
               jurisdiction under which it is chartered or licensed to do
               business;

          o    if applicable, the identity of regulatory agencies that exercise
               primary jurisdiction over the conduct of its business; and

          o    its total assets, and its stockholders' or policyholders'
               surplus, if applicable, as of the date specified in the
               prospectus supplement.

See "Risk Factors--Credit Support May Not Cover Losses or Risks Which Could
Adversely Affect Payment On Your Certificates."

SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Certificate Account on any Distribution Date will be subordinated to the
rights of the holders of Senior Certificates. If so provided in the related
prospectus supplement, the subordination of a class may apply only in the event
of or may be limited to certain types of losses or shortfalls. The related
prospectus supplement will set forth information concerning the amount of
subordination of a class or classes of Subordinate Certificates in a series, the
circumstances in which the subordination will be applicable and the manner, if
any, in which the amount of subordination will be effected.

CROSS-SUPPORT PROVISIONS

     If the assets for a series are divided into separate groups, each
supporting a separate class or classes of certificates of a series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of mortgage
loans or MBS prior to distributions on Subordinate Certificates evidencing
interests in a different group of mortgage loans or MBS within the trust fund.
The prospectus supplement for a series that includes a cross-support provision
will describe the manner and conditions for applying these provisions.

INSURANCE OR GUARANTEES FOR THE WHOLE LOANS

     If so provided in the prospectus supplement for a series of certificates,
the Whole Loans in the related trust fund will be covered for various default
risks by insurance policies or guarantees. A copy of any material instrument for
a series will be filed with the Commission as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the certificates of the
related series.

LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by one or more letters of credit, issued by the letter
of credit bank. Under a letter of credit, the letter of credit bank will be
obligated to honor draws thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, generally equal to a percentage specified in
the related prospectus supplement of the aggregate principal balance of the
mortgage loans or MBS or both on the related Cut-off Date or of the initial
aggregate Certificate Balance of one or more classes of certificates. If so
specified in the related prospectus supplement, the letter of credit may permit
draws in the event of only certain


                                      -69-



types of losses and shortfalls. The amount available under the letter of credit
will, in all cases, be reduced to the extent of the unreimbursed payments
thereunder and may otherwise be reduced as described in the related prospectus
supplement. The obligations of the letter of credit bank under the letter of
credit for each series of certificates will expire at the earlier of the date
specified in the related prospectus supplement or the termination of the trust
fund. A copy of any letter of credit for a series will be filed with the
Commission as an exhibit to a Current Report on Form 8-K to be filed within 15
days of issuance of the certificates of the related series.

INSURANCE POLICIES AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by insurance policies or surety bonds provided by one or
more insurance companies or sureties. The instruments may cover, with respect to
one or more classes of certificates of the related series, timely distributions
of interest or full distributions of principal on the basis of a schedule of
principal distributions set forth in or determined in the manner specified in
the related prospectus supplement. A copy of any such instrument for a series
will be filed with the Commission as an exhibit to a Current Report on Form 8-K
to be filed with the Commission within 15 days of issuance of the certificates
of the related series.

RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by one or more reserve funds in which cash, a letter of
credit, Permitted Investments, a demand note or a combination thereof will be
deposited, in the amounts so specified in the prospectus supplement. The reserve
funds for a series may also be funded over time by depositing in the reserve
funds a specified amount of the distributions received on the related assets as
specified in the related prospectus supplement.

     Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. A
reserve fund may be provided to increase the likelihood of timely distributions
of principal of and interest on the certificates. If so specified in the related
prospectus supplement, reserve funds may be established to provide limited
protection against only certain types of losses and shortfalls. Following each
Distribution Date amounts in a reserve fund in excess of any amount required to
be maintained in the reserve fund may be released from the reserve fund under
the conditions and to the extent specified in the related prospectus supplement
and will not be available for further application to the certificates.

     Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, except as otherwise specified in the related prospectus supplement.
Generally, any reinvestment income or other gain from these investments will be
credited to the related Reserve Fund for the series, and any loss resulting from
the investments will be charged to the Reserve Fund. However, the income may be
payable to any related master servicer or another service provider as additional
compensation.

     Additional information concerning any Reserve Fund will be set forth in the
related prospectus supplement, including the initial balance of the Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which the required balance will decrease over time, the manner of funding the
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to
make distributions to certificateholders and use of investment earnings from the
Reserve Fund, if any.

CREDIT SUPPORT FOR MBS

     If so provided in the prospectus supplement for a series of certificates,
the MBS in the related trust fund or the mortgage loans underlying the MBS may
be covered by one or more of the types of Credit Support described in this
prospectus. The related prospectus supplement will specify as to each form of
Credit Support the information indicated above under "Description of Credit
Support--General," to the extent the information is material and available.


                                      -70-



               LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES

     The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties
that are general in nature. The legal aspects are governed by applicable state
law, which laws may differ substantially. As such, the summaries DO NOT:

          o    purport to be complete;

          o    purport to reflect the laws of any particular state; or

          o    purport to encompass the laws of all states in which the security
               for the mortgage loans is situated.

The summaries are qualified in their entirety by reference to the applicable
federal and state laws governing the mortgage loans. See "Description of the
Trust Funds--Assets."

GENERAL

     All of the mortgage loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property. The instrument
granting a security interest may be a mortgage, deed of trust, security deed or
deed to secure debt, depending upon the prevailing practice and law in the state
in which the mortgaged property is located. Any of the foregoing types of
mortgages will create a lien upon, or grant a title interest in, the subject
property. The priority of the mortgage will depend on the terms of the
particular security instrument, as well as separate, recorded, contractual
arrangements with others holding interests in the mortgaged property, the
knowledge of the parties to the instrument as well as the order of recordation
of the instrument in the appropriate public recording office. However, recording
does not generally establish priority over governmental claims for real estate
taxes and assessments and other charges imposed under governmental police
powers.

TYPES OF MORTGAGE INSTRUMENTS

     A mortgage either creates a lien against or constitutes a conveyance of
real property between two parties--

          o    a borrower--the borrower and usually the owner of the subject
               property, and

          o    a mortgagee--the lender.

     In contrast, a deed of trust is a three-party instrument, among

          o    a trustor--the equivalent of a mortgagor or borrower,

          o    a trustee to whom the mortgaged property is conveyed, and

          o    a beneficiary--the lender--for whose benefit the conveyance is
               made.

Under a deed of trust, the borrower grants the property, irrevocably until the
debt is paid, in trust, generally with a power of sale as security for the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties.

     By executing a deed to secure debt, the grantor conveys title to, as
opposed to merely creating a lien upon, the subject property to the grantee
until the time that the underlying debt is repaid, generally with a power of
sale as security for the indebtedness evidenced by the related mortgage note. If
a borrower under a mortgage is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower executes a separate undertaking to make
payments on the mortgage note. The lender's authority under a mortgage, the
trustee's authority under a deed of trust and the grantee's authority under a
deed to secure debt are governed by the express provisions of the mortgage, the
law of the state in which the real property is located, certain federal laws
including, without limitation, the Soldiers' and Sailors' Civil Relief Act of
1940 and, in some cases, in deed of trust transactions, the directions of the
beneficiary.


                                      -71-



INTEREST IN REAL PROPERTY

     The real property covered by a mortgage, deed of trust, security deed or
deed to secure debt is most often the fee estate in land and improvements.
However, the mortgage, or other instrument, may encumber other interests in real
property such as:

          o    a tenant's interest in a lease of land or improvements, or both,
               and

          o    the leasehold estate created by the lease.

A mortgage, or other instrument, covering an interest in real property other
than the fee estate requires special provisions in the instrument creating the
interest to protect the lender against termination of the interest before the
note secured by the mortgage, deed of trust, security deed or deed to secure
debt is paid. If so specified in the prospectus supplement, Morgan Stanley
Capital I Inc. or the asset seller will make representations and warranties in
the Agreement with respect to the mortgage loans which are secured by an
interest in a leasehold estate. The representations and warranties will be set
forth in the prospectus supplement if applicable.

LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases. Typically, under an assignment of rents and
leases:

          o    the borrower assigns its right, title and interest as landlord
               under each lease and the income derived from each lease to the
               lender, and

          o    the borrower retains a revocable license to collect the rents for
               so long as there is no default under the loan documents.

The manner of perfecting the lender's interest in rents may depend on whether
the borrower's assignment was absolute or one granted as security for the loan.
Failure to properly perfect the lender's interest in rents may result in the
loss of substantial pool of funds, which could otherwise serve as a source of
repayment for the loan. If the borrower defaults, the license terminates and the
lender is entitled to collect the rents. Local law may require that the lender
take possession of the property and obtain a court-appointed receiver before
becoming entitled to collect the rents. In most states, hotel and motel room
revenues are considered accounts receivable under the UCC; generally these
revenues are either assigned by the borrower, which remains entitled to collect
the revenues absent a default, or pledged by the borrower, as security for the
loan. In general, the lender must file financing statements in order to perfect
its security interest in the revenues and must file continuation statements,
generally every five years, to maintain perfection of the security interest.
Even if the lender's security interest in room revenues is perfected under the
UCC, the lender will generally be required to commence a foreclosure or
otherwise take possession of the property in order to collect the room revenues
after a default.

     Even after a foreclosure, the potential rent payments from the property may
be less than the periodic payments that had been due under the mortgage. For
instance, the net income that would otherwise be generated from the property may
be less than the amount that would have been needed to service the mortgage debt
if the leases on the property are at below-market rents, or as the result of
excessive maintenance, repair or other obligations which a lender succeeds to as
landlord.

     Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee-in-possession. The
risks include liability for environmental clean-up costs and other risks
inherent in property ownership. See "--Environmental Legislation" below.

PERSONALITY

     Certain types of mortgaged properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value from
personal property which does not constitute "fixtures" under applicable state
real property law and, hence, would not be subject to the lien of a mortgage.
The property is generally pledged or assigned as security to the lender under
the UCC. In order to perfect its security interest in the property, the lender


                                      -72-



generally must file UCC financing statements and, to maintain perfection of the
security interest, file continuation statements generally every five years.

FORECLOSURE

   GENERAL

     Foreclosure is a legal procedure that allows the lender to recover its
mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the mortgaged property at public auction to satisfy the
indebtedness.

     Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial
foreclosure and non judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. There are several other foreclosure procedures
available in some states that are either infrequently used or available only in
certain limited circumstances, such as strict foreclosure.

   JUDICIAL FORECLOSURE

     A judicial foreclosure proceeding is conducted in a court having
jurisdiction over the mortgaged property. Generally, the action is initiated by
the service of legal pleadings upon all parties having a subordinate interest of
record in the real property and all parties in possession of the property, under
leases or otherwise, whose interests are subordinate to the mortgage. Delays in
completion of the foreclosure may occasionally result from difficulties in
locating defendants. When the lender's right to foreclose is contested, the
legal proceedings can be time consuming. Upon successful completion of a
judicial foreclosure proceeding, the court generally issues a judgment of
foreclosure and appoints a referee or other officer to conduct a public sale of
the mortgaged property, the proceeds of which are used to satisfy the judgment.
The sales are made in accordance with procedures that vary from state to state.

   EQUITABLE LIMITATIONS ON ENFORCEABILITY OF CERTAIN PROVISIONS

     United States courts have traditionally imposed general equitable
principles to limit the remedies available to a lender in connection with
foreclosure. These equitable principles are generally designed to relieve the
borrower from the legal effect of mortgage defaults, to the extent that the
effect is perceived as harsh or unfair. Relying on these principles, a court may
alter the specific terms of a loan to the extent it considers necessary to
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative and expensive actions to determine the cause
of the borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose if the default under the mortgage is not monetary, e.g., the
borrower failed to maintain the mortgaged property adequately or the borrower
executed a junior mortgage on the mortgaged property. The exercise by the court
of its equity powers will depend on the individual circumstances of each case
presented to it. Finally, some courts have been faced with the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a borrower receive notice in addition to
statutorily prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to afford constitutional protections to the borrower.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
require several years to complete. Moreover, a non collusive, regularly
conducted foreclosure sale may be challenged as a fraudulent conveyance,
regardless of the parties' intent, if a court determines that the sale was for
less than fair consideration and that the sale occurred while the borrower was
insolvent or the borrower was rendered insolvent as a result of the sale and
within one year -- or within the state statute of limitations if the trustee in
bankruptcy elects to proceed under state fraudulent conveyance law -- of the
filing of bankruptcy.


                                      -73-



   NON JUDICIAL FORECLOSURE/POWER OF SALE

     Foreclosure of a deed of trust is generally accomplished by a non judicial
trustee's sale pursuant to the power of sale granted in the deed of trust. A
power of sale is typically granted in a deed of trust. It may also be contained
in any other type of mortgage instrument. A power of sale allows a non judicial
public sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon any default by the
borrower under the terms of the mortgage note or the mortgage instrument and
after notice of sale is given in accordance with the terms of the mortgage
instrument, as well as applicable state law. In some states, prior to such sale,
the trustee under a deed of trust must record a notice of default and notice of
sale and send a copy to the borrower and to any other party who has recorded a
request for a copy of a notice of default and notice of sale. In addition, in
some states the trustee must provide notice to any other party having an
interest of record in the real property, including junior lienholders. A notice
of sale must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The borrower or junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears,
without acceleration, plus the expenses incurred in enforcing the obligation. In
other states, the borrower or the junior lienholder is not provided a period to
reinstate the loan, but has only the right to pay off the entire debt to prevent
the foreclosure sale. Generally, the procedure for public sale, the parties
entitled to notice, the method of giving notice and the applicable time periods
are governed by state law and vary among the states. Foreclosure of a deed to
secure debt is also generally accomplished by a non judicial sale similar to
that required by a deed of trust, except that the lender or its agent, rather
than a trustee, is typically empowered to perform the sale in accordance with
the terms of the deed to secure debt and applicable law.

   PUBLIC SALE

     A third party may be unwilling to purchase a mortgaged property at a public
sale because of the difficulty in determining the value of the property at the
time of sale, due to, among other things, redemption rights which may exist and
the possibility of physical deterioration of the property during the foreclosure
proceedings. For these reasons, it is common for the lender to purchase the
mortgaged property for an amount equal to or less than the underlying debt and
accrued and unpaid interest plus the expenses of foreclosure. Generally, state
law controls the amount of foreclosure costs and expenses which may be recovered
by a lender. Thereafter, subject to the borrower's right in some states to
remain in possession during a redemption period, if applicable, the lender will
become the owner of the property and have both the benefits and burdens of
ownership of the mortgaged property. For example, the lender will have the
obligation to pay debt service on any senior mortgages, to pay taxes, obtain
casualty insurance and to make the repairs at its own expense as are necessary
to render the property suitable for sale. Frequently, the lender employs a third
party management company to manage and operate the property. The costs of
operating and maintaining a commercial or multifamily residential property may
be significant and may be greater than the income derived from that property.
The costs of management and operation of those mortgaged properties which are
hotels, motels, restaurants, nursing or convalescent homes or hospitals may be
particularly significant because of the expertise, knowledge and, with respect
to nursing or convalescent homes or hospitals, regulatory compliance, required
to run the operations and the effect which foreclosure and a change in ownership
may have on the public's and the industry's, including franchisors', perception
of the quality of the operations. The lender will commonly obtain the services
of a real estate broker and pay the broker's commission in connection with the
sale of the property. Depending upon market conditions, the ultimate proceeds of
the sale of the property may not equal the lender's investment in the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure or bankruptcy
proceedings. Furthermore, a few states require that any environmental
contamination at certain types of properties be cleaned up before a property may
be resold. In addition, a lender may be responsible under federal or state law
for the cost of cleaning up a mortgaged property that is environmentally
contaminated. See "--Environmental Legislation." Generally state law controls
the amount of foreclosure expenses and costs, including attorneys' fees that may
be recovered by a lender.

     A junior lender may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior
liens, in which case it may be obliged to make payments on the senior mortgages
to avoid their foreclosure. In addition, in the event that the foreclosure of a
junior mortgage triggers the enforcement of a "Due-on-Sale" clause contained in
a senior mortgage, the junior lender may be required to pay the full amount of
the senior mortgage to avoid its foreclosure. Accordingly, with respect to those
mortgage loans, if


                                      -74-



any, that are junior mortgage loans, if the lender purchases
the property, the lender's title will be subject to all senior mortgages, prior
liens and certain governmental liens.

     The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the
indebtedness secured by the mortgage under which the sale was conducted. Any
proceeds remaining after satisfaction of senior mortgage debt are generally
payable to the holders of junior mortgages and other liens and claims in order
of their priority, whether or not the borrower is in default. Any additional
proceeds are generally payable to the borrower. The payment of the proceeds to
the holders of junior mortgages may occur in the foreclosure action of the
senior mortgage or a subsequent ancillary proceeding or may require the
institution of separate legal proceedings by these holders.

   REO PROPERTIES

     If title to any mortgaged property is acquired by the trustee on behalf of
the certificateholders, the master servicer or any related subservicer or the
special servicer, on behalf of the holders, will be required to sell the
mortgaged property prior to the close of the third calendar year following the
year of acquisition of such mortgaged property by the trust fund, unless:

          o    the Internal Revenue Service grants an REO Extension, or

          o    It obtains an opinion of counsel generally to the effect that the
               holding of the property beyond the close of the third calendar
               year after its acquisition will not result in the imposition of a
               tax on the trust fund or cause any REMIC created pursuant to the
               Agreement to fail to qualify as a REMIC under the Code.

Subject to the foregoing, the master servicer or any related subservicer or the
special servicer will generally be required to solicit bids for any mortgaged
property so acquired in a manner as will be reasonably likely to realize a fair
price for the property. The master servicer or any related subservicer or the
special servicer may retain an independent contractor to operate and manage any
REO Property; however, the retention of an independent contractor will not
relieve the master servicer or any related subservicer or the special servicer
of its obligations with respect to the REO Property.

     In general, the master servicer or any related subservicer or the special
servicer or an independent contractor employed by the master servicer or any
related subservicer or the special servicer at the expense of the trust fund
will be obligated to operate and manage any mortgaged property acquired as REO
Property in a manner that would, to the extent commercially feasible, maximize
the trust fund's net after-tax proceeds from the property. After the master
servicer or any related subservicer or the special servicer reviews the
operation of the property and consults with the trustee to determine the trust
fund's federal income tax reporting position with respect to the income it is
anticipated that the trust fund would derive from the property, the master
servicer or any related subservicer or the special servicer could determine,
particularly in the case of an REO Property that is a hospitality or residential
health care facility, that it would not be commercially feasible to manage and
operate the property in a manner that would avoid the imposition of an REO 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 fund's income
from an REO Property would reduce the amount available for distribution to
certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. See "Federal Income Tax Consequences" in
this prospectus and "Federal Income Tax Consequences" in the prospectus
supplement.

RIGHTS OF REDEMPTION

     The purposes of a foreclosure action are to enable the lender to realize
upon its security and to bar the borrower, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from
exercise of their "equity of redemption." The doctrine of equity of redemption
provides that, until the property covered by a mortgage has been sold in
accordance with a properly conducted foreclosure and foreclosure sale, those
having an interest which is subordinate to that of the foreclosing lender have
an equity of redemption and may redeem the property by paying the entire debt
with interest. In addition, in some states, when a foreclosure action


                                      -75-



has been commenced, the redeeming party must pay certain costs of the action.
Those having an equity of redemption must generally be made parties and joined
in the foreclosure proceeding in order for their equity of redemption to be
Cut-off and terminated.

     The equity of redemption is a common law or non statutory right which
exists prior to completion of the foreclosure, is not waivable by the borrower,
must be exercised prior to foreclosure sale and should be distinguished from the
post sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior
lienors are given a statutory period in which to redeem the property from the
foreclosure sale. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
authorized if the former borrower pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from a foreclosure sale or sale under a
deed of trust. Consequently, the practical effect of the redemption right is to
force the lender to maintain the property and pay the expenses of ownership
until the redemption period has expired. In some states, a post sale statutory
right of redemption may exist following a judicial foreclosure, but not
following a trustee's sale under a deed of trust.

     Under the REMIC Provisions currently in effect, property acquired by
foreclosure generally must not be held beyond the close of the third calendar
year following the year of acquisition. Unless otherwise provided in the related
prospectus supplement, with respect to a series of certificates for which an
election is made to qualify the trust fund or a part thereof as a REMIC, the
Agreement will permit foreclosed property to be held beyond the close of the
third calendar year following the year of acquisition if the Internal Revenue
Service grants an extension of time within which to sell the property or
independent counsel renders an opinion to the effect that holding the property
for such additional period is permissible under the REMIC Provisions.

ANTI DEFICIENCY LEGISLATION

     Some or all of the mortgage loans may be nonrecourse loans, as to which
recourse may be had only against the specific property securing the related
mortgage loan and a personal money judgment may not be obtained against the
borrower. Even if a mortgage loan by its terms provides for recourse to the
borrower, some states impose prohibitions or limitations on recourse to the
borrower. For example, statutes in some states limit the right of the lender to
obtain a deficiency judgment against the borrower following foreclosure or sale
under a deed of trust. A deficiency judgment would be a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Some states require the lender to exhaust the security afforded under a
mortgage by foreclosure in an attempt to satisfy the full debt before bringing a
personal action against the borrower. In certain other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security; however, in some of these states, the
lender, following judgment on a personal action, may be deemed to have elected a
remedy and may be precluded from exercising remedies with respect to the
security. In some cases, a lender will be precluded from exercising any
additional rights under the note or mortgage if it has taken any prior
enforcement action. Consequently, the practical effect of the election
requirement, in those states permitting such election, is that lenders will
usually proceed against the security first rather than bringing a personal
action against the borrower. Finally, 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
lender from obtaining a large deficiency judgment against the former borrower as
a result of low or no bids at the judicial sale.

LEASEHOLD RISKS

     Mortgage loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the borrower. The most significant of these risks
is that the ground lease creating the leasehold estate could terminate, leaving
the leasehold lender without its security. The ground lease may terminate if,
among other reasons, the ground lessee breaches or defaults in its obligations
under the ground lease or there is a bankruptcy of the ground lessee or the
ground lessor. This risk may be minimized if the ground lease contains certain
provisions protective of the lender, but the ground leases that


                                      -76-



secure mortgage loans may not contain some of these protective provisions, and
mortgages may not contain the other protections discussed in the next paragraph.
Protective ground lease provisions include:

     (1)  the right of the leasehold lender to receive notices from the ground
          lessor of any defaults by the borrower;

     (2)  the right to cure those defaults, with adequate cure periods;

     (3)  if a default is not susceptible of cure by the leasehold lender, the
          right to acquire the leasehold estate through foreclosure or
          otherwise;

     (4)  the ability of the ground lease to be assigned to and by the leasehold
          lender or purchaser at a foreclosure sale and for the concomitant
          release of the ground lessee's liabilities thereunder;

     (5)  the right of the leasehold lender to enter into a new ground lease
          with the ground lessor on the same terms and conditions as the old
          ground lease in the event of a termination thereof;

     (6)  a ground lease or leasehold mortgage that prohibits the ground lessee
          from treating the ground lease as terminated in the event of the
          ground lessor's bankruptcy and rejection of the ground lease by the
          trustee for the debtor ground lessor; and

     (7)  A leasehold mortgage that provides for the assignment of the debtor
          ground lessee's right to reject a lease pursuant to Section 365 of the
          Bankruptcy Code.

     Without the protections described in (1) - (7) above, a leasehold lender
may lose the collateral securing its leasehold mortgage. However, the
enforceability of clause (7) has not been established. In addition, terms and
conditions of a leasehold mortgage are subject to the terms and conditions of
the ground lease. Although certain rights given to a ground lessee can be
limited by the terms of a leasehold mortgage, the rights of a ground lessee or a
leasehold lender with respect to, among other things, insurance, casualty and
condemnation will be governed by the provisions of the ground lease.

BANKRUPTCY LAWS

     The Bankruptcy Code and related state laws may interfere with or affect the
ability of a lender to realize upon collateral and to enforce a deficiency
judgment. For example, under the Bankruptcy Code, virtually all actions,
including foreclosure actions and deficiency judgment proceedings, are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by an automatic stay can be
significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out the junior lien.

     Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured by
property of the debtor may be modified under certain circumstances. In many
jurisdictions, the outstanding amount of the loan secured by the real property
may be reduced to the then current value of the property, with a corresponding
partial reduction of the amount of lender's security interest pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a general
unsecured creditor for the difference between such value and the outstanding
balance of the loan. Other modifications may include the reduction in the amount
of each scheduled payment, which reduction may result from a reduction in the
rate of interest or the alteration of the repayment schedule with or without
affecting the unpaid principal balance of the loan, or an extension or reduction
of the final maturity date. Some courts with federal bankruptcy jurisdiction
have approved plans, based on the particular facts of the reorganization case
that effected the curing of a mortgage loan default by paying arrearages over a
number of years. Also, under federal bankruptcy law, a bankruptcy court may
permit a debtor through its rehabilitative plan to de accelerate a secured loan
and to reinstate the loan even though the lender accelerated the mortgage loan
and final judgment of foreclosure had been entered in state court provided no
sale of the property had yet occurred, prior to the filing of the debtor's
petition. This may be done even if the full amount due under the original loan
is never repaid.


                                      -77-



     Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely on the
basis of a provision in the lease to such effect or because of certain other
similar events. This prohibition on so called "ipso facto clauses" could limit
the ability of the trustee for a series of certificates to exercise certain
contractual remedies with respect to the leases. In addition, Section 362 of the
Bankruptcy Code operates as an automatic stay of, among other things, any act to
obtain possession of property from a debtor's estate, which may delay a
trustee's exercise of remedies for a related series of certificates in the event
that a related lessee or a related borrower becomes the subject of a proceeding
under the Bankruptcy Code. For example, a lender would be stayed from enforcing
a lease assignment by a borrower related to a mortgaged property if the related
borrower was in a bankruptcy proceeding. The legal proceedings necessary to
resolve the issues could be time consuming and might result in significant
delays in the receipt of the assigned rents. Similarly, the filing of a petition
in bankruptcy by or on behalf of a lessee of a mortgaged property would result
in a stay against the commencement or continuation of any state court proceeding
for past due rent, for accelerated rent, for damages or for a summary eviction
order with respect to a default under the lease that occurred prior to the
filing of the lessee's petition. Rents and other proceeds of a mortgage loan may
also escape an assignment thereof if the assignment is not fully perfected under
state law prior to commencement of the bankruptcy proceeding. See "--Leases and
Rents" above.

     In addition, the Bankruptcy Code generally provides that a trustee or
debtor in possession may, subject to approval of the court,

          o    assume the lease and retain it or assign it to a third party or

          o    reject the lease.

     If the lease is assumed, the trustee in bankruptcy on behalf of the lessee,
or the lessee as debtor in possession, or the assignee, if applicable, must cure
any defaults under the lease, compensate the lessor for its losses and provide
the lessor with "adequate assurance" of future performance. These remedies may
be insufficient, however, as the lessor may be forced to continue under the
lease with a lessee that is a poor credit risk or an unfamiliar tenant if the
lease was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to the
rejected lease, such as the borrower, as lessor under a lease, would have only
an unsecured claim against the debtor for damages resulting from the breach,
which could adversely affect the security for the related mortgage loan. In
addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's
damages for lease rejection in respect of future rent installments are limited
to the rent reserved by the lease, without acceleration, for the greater of one
year or 15%, not to exceed three years, of the remaining term of the lease.

     If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor in
possession, rejects an unexpired lease of real property, the lessee may treat
the lease as terminated by the rejection or, in the alternative, the lessee may
remain in possession of the leasehold for the balance of the term and for any
renewal or extension of the term that is enforceable by the lessee under
applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after a rejection of a lease, the lessee may
offset against rents reserved under the lease for the balance of the term after
the date of rejection of the lease, and any renewal or extension thereof, any
damages occurring after such date caused by the nonperformance of any obligation
of the lessor under the lease after such date. To the extent provided in the
related prospectus supplement, the lessee will agree under certain leases to pay
all amounts owing thereunder to the master servicer without offset. To the
extent that a contractual obligation remains enforceable against the lessee, the
lessee would not be able to avail itself of the rights of offset generally
afforded to lessees of real property under the Bankruptcy Code.

     In a bankruptcy or similar proceeding of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the borrower, or made directly by the related lessee, under the
related mortgage loan to the trust fund. Payments on long term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.


                                      -78-



     A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a borrower with means
to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of some states also give priority to certain tax liens over the lien of a
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the lender have been unreasonable, the lien of the related mortgage
may be subordinated to the claims of unsecured creditors.

     To the extent described in the related prospectus supplement, some of the
Borrowers may be partnerships. The laws governing limited partnerships in some
states provide that the commencement of a case under the Bankruptcy Code with
respect to a general partner will cause a person to cease to be a general
partner of the limited partnership, unless otherwise provided in writing in the
limited partnership agreement. This provision may be construed as an "ipso
facto" clause and, in the event of the general partner's bankruptcy, may not be
enforceable. To the extent described in the related prospectus supplement, some
of the limited partnership agreements of the Borrowers may provide that the
commencement of a case under the Bankruptcy Code with respect to the related
general partner constitutes an event of withdrawal--assuming the enforceability
of the clause is not challenged in bankruptcy proceedings or, if challenged, is
upheld--that might trigger the dissolution of the limited partnership, the
winding up of its affairs and the distribution of its assets, unless

          o    at the time there was at least one other general partner and the
               written provisions of the limited partnership permit the business
               of the limited partnership to be carried on by the remaining
               general partner and that general partner does so or

          o    The written provisions of the limited partnership agreement
               permit the limited partner to agree within a specified time frame
               -- often 60 days -- after such withdrawal to continue the
               business of the limited partnership and to the appointment of one
               or more general partners and the limited partners do so.

In addition, the laws governing general partnerships in some states provide that
the commencement of a case under the Bankruptcy Code or state bankruptcy laws
with respect to a general partner of such partnerships triggers the dissolution
of the partnership, the winding up of its affairs and the distribution of its
assets. The state laws, however, may not be enforceable or effective in a
bankruptcy case. The dissolution of a Borrower, the winding up of its affairs
and the distribution of its assets could result in an acceleration of its
payment obligation under a related mortgage loan, which may reduce the yield on
the related series of certificates in the same manner as a principal prepayment.

     In addition, the bankruptcy of the general partner of a Borrower that is a
partnership may provide the opportunity for a trustee in bankruptcy for the
general partner, such general partner as a debtor in possession, or a creditor
of the general partner to obtain an order from a court consolidating the assets
and liabilities of the general partner with those of the Borrower pursuant to
the doctrines of substantive consolidation or piercing the corporate veil. In
such a case, the respective mortgaged property, for example, would become
property of the estate of the bankrupt general partner. Not only would the
mortgaged property be available to satisfy the claims of creditors of the
general partner, but an automatic stay would apply to any attempt by the trustee
to exercise remedies with respect to the mortgaged property. However, such an
occurrence should not affect the trustee's status as a secured creditor with
respect to the Borrower or its security interest in the mortgaged property.

JUNIOR MORTGAGES; RIGHTS OF SENIOR LENDERS OR BENEFICIARIES

     To the extent specified in the related prospectus supplement, some of the
mortgage loans for a series will be secured by junior mortgages or deeds of
trust which are subordinated to senior mortgages or deeds of trust held by other
lenders or institutional investors. The rights of the trust fund, and therefore
the related certificateholders, as beneficiary under a junior deed of trust or
as lender under a junior mortgage, are subordinate to those of the lender or
beneficiary under the senior mortgage or deed of trust, including the prior
rights of the senior lender or beneficiary:

          o    to receive rents, hazard insurance and condemnation proceeds, and


                                      -79-



          o    To cause the mortgaged property securing the mortgage loan to be
               sold upon default of the Borrower or trustor. This would
               extinguish the junior lender's or junior beneficiary's lien.
               However, the master servicer or special servicer, as applicable,
               could assert its subordinate interest in the mortgaged property
               in foreclosure litigation or satisfy the defaulted senior loan.

In many states a junior lender or beneficiary may satisfy a defaulted senior
loan in full, or may cure such default and bring the senior loan current, in
either event adding the amounts expended to the balance due on the junior loan.
Absent a provision in the senior mortgage, no notice of default is required to
be given to the junior lender unless otherwise required by law.

     The form of the mortgage or deed of trust used by many institutional
lenders confers on the lender or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply the proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the lender or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the lender or beneficiary
under the senior mortgage or deed of trust will have the prior right to collect
any insurance proceeds payable under the hazard insurance policy and any award
of damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess
of the amount of senior mortgage indebtedness will, in most cases, be applied to
the indebtedness of a junior mortgage or trust deed. The laws of some states may
limit the ability of lenders to apply the proceeds of hazard insurance and
partial condemnation awards to the secured indebtedness. In these states, the
borrower must be allowed to use the proceeds of hazard insurance to repair the
damage unless the security of the lender has been impaired. Similarly, in
certain states, the lender is entitled to the award for a partial condemnation
of the real property security only to the extent that its security is impaired.

     The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides in essence, that
additional amounts advanced to or on behalf of the borrower by the lender are to
be secured by the mortgage or deed of trust. While this type of clause is valid
under the laws of most states, the priority of any advance made under the clause
depends, in some states, on whether the advance was an "obligatory" or
"optional" advance. If the lender is obligated to advance the additional
amounts, the advance may be entitled to receive the same priority as amounts
initially made under the mortgage or deed of trust, notwithstanding that there
may be intervening junior mortgages or deeds of trust and other liens between
the date of recording of the mortgage or deed of trust and the date of the
future advance, and notwithstanding that the lender or beneficiary had actual
knowledge of the intervening junior mortgages or deeds of trust and other liens
at the time of the advance. Where the lender is not obligated to advance the
additional amounts and has actual knowledge of the intervening junior mortgages
or deeds of trust and other liens, the advance may be subordinated to such
intervening junior mortgages or deeds of trust and other liens. Priority of
advances under a "future advance" clause rests, in many other states, on state
law giving priority to all advances made under the loan agreement up to a
"credit limit" amount stated in the recorded mortgage.

     Another provision typically found in the form of the mortgage or deed of
trust used by many institutional lenders obligates the borrower or trustor to
pay before delinquency all taxes and assessments on the property and, when due,
all encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the lender or beneficiary under the
mortgage or deed of trust. Upon a failure of the borrower to perform any of
these obligations, the lender or beneficiary is given the right under the
mortgage or deed of trust to perform the obligation itself, at its election,
with the borrower agreeing to reimburse the lender on behalf of the borrower.
All sums so expended by the lender become part of the indebtedness secured by
the mortgage or deed of trust.

     The form of mortgage or deed of trust used by many institutional lenders
typically requires the borrower to obtain the consent of the lender in respect
of actions affecting the mortgaged property, including, without limitation,
leasing activities, including new leases and termination or modification of
existing leases, alterations and improvements to buildings forming a part of the
mortgaged property and management and leasing agreements for the mortgaged
property. Tenants will often refuse to execute a lease unless the lender or
beneficiary executes a written agreement with the tenant not to disturb the
tenant's possession of its premises in the event of a foreclosure.


                                      -80-



A senior lender or beneficiary may refuse to consent to matters approved by a
junior lender or beneficiary with the result that the value of the security for
the junior mortgage or deed of trust is diminished. For example, a senior lender
or beneficiary may decide not to approve the lease or to refuse to grant a
tenant a non disturbance agreement. If, as a result, the lease is not executed,
the value of the mortgaged property may be diminished.

ENVIRONMENTAL LEGISLATION

     Real property pledged as security to a lender may be subject to unforeseen
environmental liabilities. Of particular concern may be those mortgaged
properties which are, or have been, the site of manufacturing, industrial or
disposal activity. These environmental liabilities may give rise to:

          o    a diminution in value of property securing any mortgage loan;

          o    limitation on the ability to foreclose against the property; or

          o    in certain circumstances, liability for clean-up costs or other
               remedial actions, which liability could exceed the value of the
               principal balance of the related mortgage loan or of the
               mortgaged property.

     Under federal law and the laws of certain states, contamination on a
property may give rise to a lien on the property for cleanup costs. In several
states, the lien has priority over existing liens (a "superlien") including
those of existing mortgages; in these states, the lien of a mortgage
contemplated by this transaction may lose its priority to a superlien.

     The presence of hazardous or toxic substances, or the failure to remediate
the property properly, may adversely affect the market value of the property, as
well as the owner's ability to sell or use the real estate or to borrow using
the real estate as collateral. In addition, certain environmental laws and
common law principles govern the responsibility for the removal, encapsulation
or disturbance of asbestos containing materials ("ACM") when ACM are in poor
condition or when a property with ACM is undergoing repair, renovation or
demolition. These laws could also be used to impose liability upon owners and
operators of real properties for release of ACM into the air that cause personal
injury or other damage. In addition to cleanup and natural resource damages
actions brought by federal and state agencies, the presence of hazardous
substances on a property may lead to claims of personal injury, property damage,
or other claims by private plaintiffs.

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 and under other federal law and the law of some states, a
secured party such as a lender which takes a deed in lieu of foreclosure,
purchases a mortgaged property at a foreclosure sale, or operates a mortgaged
property may become liable in some circumstances for cleanup costs, even if the
lender does not cause or contribute to the contamination. Liability under some
federal or state statutes may not be limited to the original or unamortized
principal balance of a loan or to the value of the property securing a loan.
CERCLA imposes strict, as well as joint and several, liability on several
classes of potentially responsible parties, including current owners and
operators of the property, regardless of whether they caused or contributed to
the contamination. Certain states have laws similar to CERCLA.

     Lenders may be held liable under CERCLA as owners or operators of a
contaminated facility. Excluded from CERCLA's definition of "owner or operator,"
however, is a person "who, without participating in the management of a . . .
facility, holds indicia of ownership primarily to protect his security
interest." This exemption for holders of a security interest such as a secured
lender applies only in circumstances where the lender acts to protect its
security interest in the contaminated facility or property. Thus, if a lender's
activities encroach on the actual management of the facility or property, the
lender faces potential liability as an "owner or operator" under CERCLA.
Similarly, when a lender forecloses and takes title to a contaminated facility
or property -- whether it holds the facility or property as an investment or
leases it to a third party -- under some circumstances the lender may incur
potential CERCLA liability.

     Whether actions taken by a lender would constitute participating in the
management of a facility or property, so as to render the secured creditor
exemption unavailable to the lender, has been a matter of judicial
interpretation of the statutory language, and court decisions have historically
been inconsistent. This scope of the secured creditor exemption has been
somewhat clarified by the enactment of the Asset Conservation, Lender Liability
and Deposit


                                      -81-



Insurance Protection Act of 1996 ("Asset Conservation Act"), which lists
permissible actions that may be undertaken by a lender holding security in a
contaminated facility without exceeding the bounds of the secured creditor
exemption, subject to certain conditions and limitations. The Asset Conservation
Act provides that in order to be deemed to have participated in the management
of a secured property, a lender must actually participate in the management or
operational affairs of the facility. The Asset Conservation Act also provides
that a lender will continue to have the benefit of the secured creditor
exemption even if it forecloses on a mortgaged property, purchases it at a
foreclosure sale or accepts a deed in lieu of foreclosure provided that the
lender seeks to sell the mortgaged property at the earliest practicable
commercially reasonable time on commercially reasonable terms. However, the
protections afforded lenders under the Asset Conservation Act are subject to
terms and conditions that have not been clarified by the courts.

     The secured creditor exemption may not protect a lender from liability
under CERCLA in cases where the lender arranges for disposal of hazardous
substances or for transportation of hazardous substances. In addition, the
secured creditor exemption does not govern liability for cleanup costs under
federal laws other than CERCLA or under state law. There is a similar secured
creditor exemption for reserves of petroleum products from underground storage
tanks under the federal Resource Conservation and Recovery Act. However,
liability for cleanup of petroleum contamination may be governed by state law,
which may not provide for any specific protection for secured creditors.

     In a few states, transfer of some types of properties is conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to cleanup the contamination before selling or
otherwise transferring the property.

     Beyond statute based environmental liability, there exist common law causes
of action--for example, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property--related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in these cases, unanticipated or uninsurable liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.

     If a lender is or becomes liable, it may bring an action for contribution
against the owner or operator who created the environmental hazard, but that
person or entity may be bankrupt or otherwise judgment proof. It is possible
that cleanup costs could become a liability of the trust fund and occasion a
loss to certificateholders in certain circumstances if such remedial costs were
incurred.

     Unless otherwise provided in the related prospectus supplement, the
Warrantying Party with respect to any Whole Loan included in a trust fund for a
particular series of certificates will represent that a "Phase I Assessment" as
described in and meeting the requirements of the then current version of Chapter
5 of the Federal National Mortgage Association Multifamily Guide has been
received and reviewed. In addition, unless otherwise provided in the related
prospectus supplement, the related Agreement will provide that the master
servicer, acting on behalf of the trustee, may not acquire title to a mortgaged
property or take over its operation unless the master servicer has previously
determined, based on a report prepared by a person who regularly conducts
environmental audits, that:

          o    the mortgaged property is in compliance with applicable
               environmental laws, and there are no circumstances present at the
               mortgaged property relating to the use, management or disposal of
               any hazardous substances, hazardous materials, wastes, or
               petroleum-based materials for which investigation, testing,
               monitoring, containment, clean-up or remediation could be
               required under any federal, state or local law or regulation; or

          o    If the mortgaged property is not so in compliance or such
               circumstances are so present, then it would be in the best
               economic interest of the trust fund to acquire title to the
               mortgaged property and further to take actions as would be
               necessary and appropriate to effect compliance or respond to such
               circumstances.

This requirement effectively precludes enforcement of the security for the
related mortgage note until a satisfactory environmental inquiry is undertaken
or any required remedial action is provided for, reducing the likelihood that a
given trust fund will become liable for an Environmental Hazard Condition
affecting a mortgaged property, but


                                      -82-



making it more difficult to realize on the security for the mortgage loan.
However, there can be no assurance that any environmental assessment obtained by
the master servicer or a special servicer, as the case may be, will detect all
possible Environmental Hazard Conditions or that the other requirements of the
Agreement, even if fully observed by the master servicer or special servicer, as
the case may be, will in fact insulate a given trust fund from liability for
Environmental Hazard Conditions. See "Description of the Agreements--Realization
upon Defaulted Whole Loans."

     Morgan Stanley Capital I Inc. generally will not have determined whether
environmental assessments have been conducted with respect to the mortgaged
properties relating to the mortgage loans included in the pool of mortgage loans
for a series, and it is likely that any environmental assessments which would
have been conducted with respect to any of the mortgaged properties would have
been conducted at the time of the origination of the related mortgage loans and
not thereafter. If specified in the related prospectus supplement, a Warrantying
Party will represent and warrant that, as of the date of initial issuance of the
certificates of a series or as of another specified date, no related mortgaged
property is affected by a Disqualifying Condition. In the event that, following
a default in payment on a mortgage loan that continues for 60 days,

          o    the environmental inquiry conducted by the master servicer or
               special servicer, as the case may be, prior to any foreclosure
               indicates the presence of a Disqualifying Condition that arose
               prior to the date of initial issuance of the certificates of a
               series and

          o    the master servicer or the special servicer certify that it has
               acted in compliance with the Servicing Standard and has not, by
               any action, created, caused or contributed to a Disqualifying
               Condition,

the Warrantying Party, at its option, will reimburse the trust fund, cure the
Disqualifying Condition or repurchase or substitute the affected Whole Loan, as
described under "Description of the Agreements--Representations and Warranties;
Repurchases." No such person will however, be responsible for any Disqualifying
Condition which may arise on a mortgaged property after the date of initial
issuance of the certificates of the related series, whether due to actions of
the Borrower, the master servicer, the special servicer or any other person. It
may not always be possible to determine whether a Disqualifying Condition arose
prior or subsequent to the date of the initial issuance of the certificates of a
series.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE

     Some of the mortgage loans may contain Due-on-Sale and Due-on-Encumbrance
clauses. These clauses generally provide that the lender may accelerate the
maturity of the loan if the borrower sells or otherwise transfers or encumbers
the related mortgaged property. Some of these clauses may provide that, upon an
attempted sale, transfer or encumbrance of the related mortgaged property by the
borrower of an otherwise non-recourse loan, the borrower becomes personally
liable for the mortgage debt. The enforceability of Due-on-Sale clauses has been
the subject of legislation or litigation in many states and, in some cases; the
enforceability of these clauses was limited or denied. However, with respect to
some of the loans, the Garn St Germain Depository Institutions Act of 1982
preempts state constitutional, statutory and case law that prohibits the
enforcement of Due-on-Sale clauses and permits lenders to enforce these clauses
in accordance with their terms subject to limited exceptions. Unless otherwise
provided in the related prospectus supplement, a master servicer, on behalf of
the trust fund, will determine whether to exercise any right the trustee may
have as lender to accelerate payment of any mortgage loan or to withhold its
consent to any transfer or further encumbrance in a manner consistent with the
Servicing Standard.

     In addition, under federal bankruptcy laws, Due-on-Sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from a bankruptcy proceeding.

SUBORDINATE FINANCING

     Where a borrower encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risks including:

          o    the borrower may have difficulty servicing and repaying multiple
               loans;


                                      -83-



          o    if the junior loan permits recourse to the borrower--as junior
               loans often do--and the senior loan does not, a borrower may be
               more likely to repay sums due on the junior loan than those on
               the senior loan;


          o    acts of the senior lender that prejudice the junior lender or
               impair the junior lender's security may create a superior equity
               in favor of the junior lender. For example, if the borrower and
               the senior lender agree to an increase in the principal amount of
               or the interest rate payable on the senior loan, the senior
               lender may lose its priority to the extent any existing junior
               lender is harmed or the borrower is additionally burdened;

          o    if the borrower defaults on the senior loan or any junior loan or
               loans, the existence of junior loans and actions taken by junior
               lenders can impair the security available to the senior lender
               and can interfere with or delay the taking of action by the
               senior lender; and

          o    the bankruptcy of a junior lender may operate to stay foreclosure
               or similar proceedings by the senior lender.

DEFAULT INTEREST, PREPAYMENT PREMIUMS AND PREPAYMENTS

     Forms of notes and mortgages used by lenders may contain provisions
obligating the borrower to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees
or yield maintenance penalties if the obligation is paid prior to maturity or
prohibit prepayment for a specified period. In certain states, there are or may
be specific limitations upon the late charges which a lender may collect from a
borrower for delinquent payments. Certain states also limit the amounts that a
lender may collect from a borrower as an additional charge if the loan is
prepaid. The enforceability, under the laws of a number of states of provisions
providing for prepayment fees or penalties upon, or prohibition of, an
involuntary prepayment is unclear, and no assurance can be given that, at the
time a prepayment premium is required to be made on a mortgage loan in
connection with an involuntary prepayment, the obligation to make the payment,
or the provisions of any such prohibition, will be enforceable under applicable
state law. The absence of a restraint on prepayment, particularly with respect
to mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans.

ACCELERATION ON DEFAULT

     It is anticipated that some of the mortgage loans included in the pool of
mortgage loans for a series will include a "debt acceleration" clause, which
permits the lender to accelerate the full debt upon a monetary or nonmonetary
default of the Borrower. The courts of all states will enforce clauses providing
for acceleration in the event of a material payment default--as long as
appropriate notices are given. The equity courts of the state, however, may
refuse to foreclose a mortgage or deed of trust when an acceleration of the
indebtedness would be inequitable or unjust or the circumstances would render
the acceleration unconscionable. Furthermore, in some states, the borrower may
avoid foreclosure and reinstate an accelerated loan by paying only the defaulted
amounts and the costs and attorneys' fees incurred by the lender in collecting
the defaulted payments.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980, provides that state usury limitations shall
not apply to certain types of residential, including multifamily but not other
commercial, first mortgage loans originated by certain lenders after March 31,
1980. A similar federal statute was in effect with respect to mortgage loans
made during the first three months of 1980. The statute authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Certain states have taken action to reimpose
interest rate limits or to limit discount points or other charges.

     Morgan Stanley Capital I Inc. has been advised by counsel that a court
interpreting Title V would hold that residential first mortgage loans that are
originated on or after January 1, 1980 are subject to federal preemption.


                                      -84-



Therefore, in a state that has not taken the requisite action to reject
application of Title V or to adopt a provision limiting discount points or other
charges prior to origination of mortgage loans, any such limitation under the
state's usury law would not apply to the mortgage loans.

     In any state in which application of Title V has been expressly rejected or
a provision limiting discount points or other charges is adopted, no mortgage
loan originated after the date of the state action will be eligible for
inclusion in a trust fund unless the mortgage loan provides:

          o    for the interest rate, discount points and charges as are
               permitted in that state, or

          o    that the terms of the loan shall be construed in accordance with
               the laws of another state under which the interest rate, discount
               points and charges would not be usurious, and the borrower's
               counsel has rendered an opinion that the choice of law provision
               would be given effect.

     Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, permitting the borrower to cancel the recorded mortgage or deed of
trust without any payment or prohibiting the lender from foreclosing.

LAWS AND REGULATIONS; TYPES OF MORTGAGED PROPERTIES

     The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply together
with an inability to remedy a failure could result in a material decrease in the
value of a mortgaged property which could, together with the possibility of
limited alternative uses for a particular mortgaged property--e.g., a nursing or
convalescent home or hospital--result in a failure to realize the full principal
amount of the related mortgage loan. Mortgages on mortgaged properties which are
owned by the borrower under a condominium form of ownership are subject to the
declaration, by-laws and other rules and regulations of the condominium
association. Mortgaged properties which are hotels or motels may present
additional risk. Hotels and motels are typically operated pursuant to franchise,
management and operating agreements which may be terminable by the operator. In
addition, the transferability of the hotel's operating, liquor and other
licenses to the entity acquiring the hotel either through purchases or
foreclosure is subject to the vagaries of local law requirements. Moreover,
mortgaged properties which are multifamily residential properties may be subject
to rent control laws, which could impact the future cash flows of these
properties.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,
public accommodations such as hotels, restaurants, shopping centers, hospitals,
schools and social service center establishments must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable." In addition, under the
ADA, alterations to a place of public accommodation or a commercial facility are
to be made so that, to the maximum extent feasible, the altered portions are
readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial
resources of the affected site, owner, landlord or other applicable person. In
addition to imposing a possible financial burden on the Borrower in its capacity
as owner or landlord, the ADA may also impose these types of requirements on a
foreclosing lender who succeeds to the interest of the Borrower as owner of
landlord. Furthermore, since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the Borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the Borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act (formerly the
Soldiers' and Sailors' Civil Relief Act of 1940), as amended, a borrower who
enters military service after the origination of a mortgage loan, including a
borrower who was in reserve status and is called to active duty after
origination of the mortgage loan, may not be


                                      -85-



charged interest, including fees and charges, above an annual rate of 6% during
the period of the borrower's active duty status, unless a court orders otherwise
upon application of the lender. The Relief Act applies to borrowers who are
members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast
Guard and officers of the U.S. Public Health Service assigned to duty with the
military. Because the Relief Act applies to borrowers who enter military
service, including reservists who are called to active duty, after origination
of the related mortgage loan, no information can be provided as to the number of
loans that may be affected by the Relief Act. Application of the Relief Act
would adversely affect, for an indeterminate period of time, the ability of any
servicer to collect full amounts of interest on certain of the mortgage loans.
Any shortfalls in interest collections resulting from the application of the
Relief Act would result in a reduction of the amounts distributable to the
holders of the related series of certificates, and would not be covered by
advances or, to the extent set forth in the related prospectus supplement, any
form of Credit Support provided in connection with the certificates. In
addition, the Relief Act imposes limitations that would impair the ability of
the servicer to foreclose on an affected mortgage loan during the borrower's
period of active duty status, and, under certain circumstances, during an
additional three month period thereafter. Thus, in the event that an affected
mortgage loan goes into default, there may be delays and losses occasioned as a
result of the Relief Act.

FORFEITURES IN DRUG, RICO AND PATRIOT ACT PROCEEDINGS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, "did not know or was reasonably without cause
to believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.

                        FEDERAL INCOME TAX CONSEQUENCES

     The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of offered certificates
is based on the advice of Sidley, Austin LLP or Cadwalader, Wickersham & Taft
LLP or Latham & Watkins LLP or such other counsel as may be specified in the
related prospectus supplement, counsel to Morgan Stanley Capital I Inc. This
summary is based on laws, regulations, including REMIC Regulations, rulings and
decisions now in effect or, with respect to regulations, proposed, all of which
are subject to change either prospectively or retroactively. This summary does
not address the federal income tax consequences of an investment in certificates
applicable to all categories of investors, some of which -- for example, banks
and insurance companies -- may be subject to special rules. Prospective
investors should consult their tax advisors regarding the federal, state, local
and any other tax consequences to them of the purchase, ownership and
disposition of certificates.

GENERAL

     The federal income tax consequences to certificateholders will vary
depending on whether an election is made to treat the trust fund relating to a
particular series of certificates as a REMIC under the Code. The prospectus
supplement for each series of certificates will specify whether one or more
REMIC elections will be made.

REMICS

     The trust fund relating to a series of certificates may elect to be treated
as one or more REMICs. Qualification as a REMIC requires ongoing compliance with
certain conditions. Although a REMIC is not generally subject to federal income
tax (see, however "--Taxation of Owners of REMIC Residual Certificates" and
"--Prohibited


                                      -86-



Transactions and Other Taxes" below), if a trust fund with respect to which a
REMIC election is made fails to comply with one or more of the ongoing
requirements of the Code for REMIC status during any taxable year, including the
implementation of restrictions on the purchase and transfer of the residual
interests in a REMIC as described below under "--Taxation of Owners of REMIC
Residual Certificates," the Code provides that a trust fund will not be treated
as a REMIC for the year and thereafter. In that event, the entity may be taxable
as a separate corporation, and the REMIC Certificates may not be accorded the
status or given the tax treatment described below in this section. While the
Code authorizes the Treasury Department to issue regulations providing relief in
the event of an inadvertent termination of the status of a trust fund as a
REMIC, such the regulations have been issued. Any relief, moreover, may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC's income for the period in which the requirements for such
status are not satisfied. With respect to each trust fund that elects REMIC
status, Sidley, Austin LLP or Cadwalader, Wickersham & Taft LLP or Latham &
Watkins LLP or such other counsel as may be specified in the related prospectus
supplement will deliver its opinion generally to the effect that, under then
existing law and assuming compliance with all provisions of the related
Agreement, the trust fund will qualify as one or more REMICs, and the related
certificates will be considered to be REMIC Regular Certificates or a sole class
of REMIC Residual Certificates. The related prospectus supplement for each
series of Certificates will indicate whether the trust fund will make one or
more REMIC elections and whether a class of certificates will be treated as a
regular or residual interest in a REMIC.

     A "qualified mortgage" for REMIC purposes includes any obligation,
including certificates of participation in such an obligation and any "regular
interest" in another REMIC, that is principally secured by an interest in real
property and that is transferred to the REMIC within a prescribed time period in
exchange for regular or residual interests in the REMIC.

     In general, with respect to each series of certificates for which a REMIC
election is made,

          o    certificates held by a thrift institution taxed as a "domestic
               building and loan association" will constitute assets described
               in Code Section 7701(a)(19)(C);

          o    certificates held by a real estate investment trust will
               constitute "real estate assets" within the meaning of Code
               Section 856(c)(5)(B); and

          o    interest on certificates held by a real estate investment trust
               will be considered "interest on obligations secured by mortgages
               on real property" within the meaning of Code Section
               856(c)(3)(B).

     If less than 95% of the REMIC's assets are assets qualifying under any of
the foregoing Code sections, the certificates will be qualifying assets only to
the extent that the REMIC's assets are qualifying assets.

     Tiered REMIC Structures. For certain series of certificates, two or more
separate elections may be made to treat designated portions of the related trust
fund as REMICs for federal income tax purposes. Upon the issuance of any such
series of certificates, Sidley, Austin, Brown & Wood LLP or Cadwalader,
Wickersham & Taft LLP or Latham & Watkins LLP or such other counsel as may be
specified in the related prospectus supplement, counsel to Morgan Stanley
Capital I Inc., will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the related Agreement, the Master REMIC as
well as any Subsidiary REMIC will each qualify as a REMIC, and the REMIC
Certificates issued by the Master REMIC and the Subsidiary REMIC or REMICs,
respectively, will be considered REMIC Regular Certificates or REMIC Residual
Certificates in the related REMIC within the meaning of the REMIC Provisions.

     Other than the residual interest in a Subsidiary REMIC, only REMIC
Certificates issued by the Master REMIC will be offered hereunder. The
Subsidiary REMIC or REMICs and the Master REMIC will be treated as one REMIC
solely for purposes of determining whether the REMIC Certificates will be:

          o    "real estate assets" within the meaning of Code Section
               856(c)(5)(B);

          o    "loans secured by an interest in real property" under Code
               Section 7701(a)(19)(C); and

          o    whether the income on the certificates is interest described in
               Code Section 856(c)(3)(B).


                                      -87-



     A. TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES

     General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.

     Original Issue Discount and Premium. The REMIC Regular Certificates may be
issued with OID. Generally, the OID, if any, will equal the difference between
the "stated redemption price at maturity" of a REMIC Regular Certificate and its
"issue price." Holders of any class of certificates issued with OID will be
required to include the OID in gross income for federal income tax purposes as
it accrues, in accordance with a constant interest method based on the
compounding of interest as it accrues rather than in accordance with receipt of
the interest payments. The following discussion is based in part on the OID
Regulations and in part on the provisions of the Tax Reform Act of 1986. Holders
of REMIC Regular Certificates should be aware, however, that the OID Regulations
do not adequately address certain issues relevant to prepayable securities, such
as the REMIC Regular Certificates.

     Rules governing OID are set forth in Code Sections 1271 through 1273 and
1275. These rules require that the amount and rate of accrual of OID be
calculated based on the Prepayment Assumption and the anticipated reinvestment
rate, if any, relating to the REMIC Regular Certificates and prescribe a method
for adjusting the amount and rate of accrual of the discount where the actual
prepayment rate differs from the Prepayment Assumption. Under the Code, the
Prepayment Assumption must be determined in the manner prescribed by
regulations, which regulations have not yet been issued. The legislative history
provides, however, that Congress intended the regulations to require that the
Prepayment Assumption be the prepayment assumption that is used in determining
the initial offering price of such REMIC Regular Certificates. The prospectus
supplement for each series of REMIC Regular Certificates will specify the
Prepayment Assumption to be used for the purpose of determining the amount and
rate of accrual of OID. No representation is made that the REMIC Regular
Certificates will prepay at the Prepayment Assumption or at any other rate.

     In general, each REMIC Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its
"stated redemption price at maturity" over its "issue price." The issue price of
a REMIC Regular Certificate is the first price at which a substantial amount of
REMIC Regular Certificates of that class are first sold to the public (excluding
bond houses, brokers, underwriters or wholesalers). If less than a substantial
amount of a particular class of REMIC Regular Certificates is sold for cash on
or prior to the Closing Date, the issue price for that class will be treated as
the fair market value of that class on the Closing Date. The issue price of a
REMIC Regular Certificate also includes the amount paid by an initial
certificateholder for accrued interest that relates to a period prior to the
issue date of the REMIC Regular Certificate. The stated redemption price at
maturity of a REMIC Regular Certificate includes the original principal amount
of the REMIC Regular Certificate, but generally will not include distributions
of interest if the distributions constitute "qualified stated interest."
Qualified stated interest generally means interest payable at a single fixed
rate or qualified variable rate provided that the interest payments are
unconditionally payable at intervals of one year or less during the entire term
of the REMIC Regular Certificate. Interest is payable at a single fixed rate
only if the rate appropriately takes into account the length of the interval
between payments. Distributions of interest on REMIC Regular Certificates with
respect to which Deferred Interest will accrue will not constitute qualified
stated interest payments, and the stated redemption price at maturity of the
REMIC Regular Certificates includes all distributions of interest as well as
principal thereon.

     Where the interval between the issue date and the first Distribution Date
on a REMIC Regular Certificate is longer than the interval between subsequent
Distribution Dates, the greater of any original issue discount, disregarding the
rate in the first period, and any interest foregone during the first period is
treated as the amount by which the stated redemption price at maturity of the
certificate exceeds its issue price for purposes of the de minimis rule
described below in this section. The OID Regulations suggest that all interest
on a long first period REMIC Regular Certificate that is issued with non de
minimis OID, as determined under the foregoing rule, will be treated as OID.
However, the trust fund will not take this position unless required by
applicable regulations. Where the interval between the issue date and the first
Distribution Date on a REMIC Regular Certificate is shorter than the interval
between subsequent Distribution Dates, interest due on the first Distribution
Date in excess of the amount that accrued during the first period would be added
to the certificate's stated redemption price at maturity. REMIC


                                      -88-



Regular Certificates should consult their own tax advisors to determine the
issue price and stated redemption price at maturity of a REMIC Regular
Certificate.

     Under the de minimis rule, OID on a REMIC Regular Certificate will be
considered to be zero if the OID is less than 0.25% of the stated redemption
price at maturity of the REMIC Regular Certificate multiplied by the weighted
average maturity of the REMIC Regular Certificate. For this purpose, the
weighted average maturity of the REMIC Regular Certificate is computed as the
sum of the amounts determined by multiplying the number of full years, i.e.,
rounding down partial years, from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Certificate. Although currently unclear, it appears that the schedule of
the distributions should be determined in accordance with the Prepayment
Assumption. The Prepayment Assumption with respect to a series of REMIC Regular
Certificates will be set forth in the related prospectus supplement. Holders
generally must report de minimis OID pro rata as principal payments are
received, and the income will be capital gain if the REMIC Regular Certificate
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.

     The prospectus supplement with respect to a trust fund may provide for
Super Premium Certificates. The income tax treatment of such REMIC Regular
Certificates is not entirely certain. For information reporting purposes, the
trust fund intends to take the position that the stated redemption price at
maturity of such REMIC Regular Certificates, including interest-only REMIC
Regular Certificates, is the sum of all payments to be made on such REMIC
Regular Certificates determined under the Prepayment Assumption, with the result
that such REMIC Regular Certificates would be issued with OID. The calculation
of income in this manner could result in negative original issue discount, which
delays future accruals of OID rather than being immediately deductible when
prepayments on the mortgage loans or MBS exceed those estimated under the
Prepayment Assumption. The IRS might contend, however, that certain contingent
payment rules contained in final regulations issued on June 11, 1996, with
respect to original issue discount, should apply to such certificates. Although
such rules are not applicable to instruments governed by Code Section
1272(a)(6), they represent the only guidance regarding the current views of the
IRS with respect to contingent payment instruments. These regulations, if
applicable, generally would require holders of Regular Interest Certificates to
take the payments considered contingent interest payments into income on a yield
to maturity basis in accordance with a schedule of projected payments provided
by Morgan Stanley Capital I Inc. and to make annual adjustments to income to
account for the difference between actual payments received and projected
payment amounts accrued. In the alternative, the IRS could assert that the
stated redemption price at maturity of such REMIC Regular Certificates (other
than interest-only REMIC Regular Certificates) should be limited to their
principal amount, subject to the discussion below under "--Accrued Interest
Certificates," so that such REMIC Regular Certificates would be considered for
federal income tax purposes to be issued at a premium. If such a position were
to prevail, the rules described below under "--Premium" would apply. It is
unclear when a loss may be claimed for any unrecovered basis for a Super Premium
Certificate. It is possible that a holder of a Super Premium Certificate may
only claim a loss when its remaining basis exceeds the maximum amount of future
payments, assuming no further prepayments or when the final payment is received
with respect to such Super Premium Certificate.

     Under the REMIC Regulations, if the issue price of a REMIC Regular
Certificate, other than REMIC Regular Certificate based on a Notional Amount,
does not exceed 125% of its actual principal amount, the interest rate is not
considered disproportionately high. Accordingly, such REMIC Regular Certificate
generally should not be treated as a Super Premium Certificate and the rules
described below under "--Premium" should apply. However, it is possible that
holders of REMIC Regular Certificates issued at a premium, even if the premium
is less than 25% of such certificate's actual principal balance, will be
required to amortize the premium under an original issue discount method or
contingent interest method even though no election under Code Section 171 is
made to amortize such premium.

     Generally, a REMIC Regular Certificateholder must include in gross income
the "daily portions" of the OID that accrues on a REMIC Regular Certificate for
each day a certificateholder holds the REMIC Regular Certificate, including the
purchase date but excluding the disposition date. In the case of an original
holder of a REMIC Regular Certificate, a calculation will be made of the portion
of the OID that accrues during each successive period--"an accrual period"--that
ends on the day in the calendar year corresponding to a Distribution Date, or if
Distribution


                                      -89-



Dates are on the first day or first business day of the immediately preceding
month, interest may be treated as payable on the last day of the immediately
preceding month, and begins on the day after the end of the immediately
preceding accrual period or on the issue date in the case of the first accrual
period. This will be done, in the case of each full accrual period, by

          o    adding (1) the present value at the end of the accrual period --
               determined by using as a discount factor the original yield to
               maturity of the REMIC Regular Certificates as calculated under
               the Prepayment Assumption -- of all remaining payments to be
               received on the REMIC Regular Certificates under the Prepayment
               Assumption and (2) any payments included in the stated redemption
               price at maturity received during such accrual period, and

          o    subtracting from that total the adjusted issue price of the REMIC
               Regular Certificates at the beginning of such accrual period.

     The adjusted issue price of a REMIC Regular Certificate at the beginning of
the first accrual period is its issue price; the adjusted issue price of a REMIC
Regular Certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period and reduced by
the amount of any payment other than a payment of qualified stated interest made
at the end of or during that accrual period. The OID accrued during an accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the accrual period. The calculation of OID
under the method described above will cause the accrual of OID to either
increase or decrease -- but never below zero -- in a given accrual period to
reflect the fact that prepayments are occurring faster or slower than under the
Prepayment Assumption. With respect to an initial accrual period shorter than a
full accrual period, the "daily portions" of OID may be determined according to
an appropriate allocation under any reasonable method.

     A subsequent purchaser of a REMIC Regular Certificate issued with OID who
purchases the REMIC Regular Certificate at a cost less than the remaining stated
redemption price at maturity will also be required to include in gross income
the sum of the daily portions of OID on that REMIC Regular Certificate. In
computing the daily portions of OID for such a purchaser, as well as an initial
purchaser that purchases at a price higher than the adjusted issue price but
less than the stated redemption price at maturity, however, the daily portion is
reduced by the amount that would be the daily portion for such day, computed in
accordance with the rules set forth above, multiplied by a fraction, the
numerator of which is the amount, if any, by which the price paid by such holder
for that REMIC Regular Certificate exceeds the following amount:

     (1)  the sum of the issue price plus the aggregate amount of OID that would
          have been includible in the gross income of an original REMIC Regular
          Certificateholder, who purchased the REMIC Regular Certificate at its
          issue price, less

     (2)  any prior payments included in the stated redemption price at
          maturity, and the denominator of which is the sum of the daily
          portions for that REMIC Regular Certificate for all days beginning on
          the date after the purchase date and ending on the maturity date
          computed under the Prepayment Assumption.

     A holder who pays an acquisition premium instead may elect to accrue OID by
treating the purchase as a purchase at original issue.

     The Treasury Department proposed regulations on August 24, 2004 that create
a special rule for accruing OID on REMIC Regular Certificates providing for a
delay between record and payment dates, such that the period over which OID
accrues coincides with the period over which the right of REMIC Regular
Certificateholders to interest payment accrues under the governing contract
provisions rather than over the period between distribution dates. If the
proposed regulations are adopted in the same form as proposed, REMIC Regular
Certificateholders would be required to accrue interest from the issue date to
the first record date, but would not be required to accrue interest after the
last record date. The proposed regulations are limited to REMIC Regular
Certificates with delayed payment for periods of fewer than 32 days. The
proposed regulations are proposed to apply to any REMIC Regular Certificate
issued after the date the final regulations are published in the Federal
Register.


                                      -90-



     Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may
provide for interest based on a qualifying variable rate. Interest based on a
variable rate will constitute qualified stated interest and not contingent
interest for OID purposes if, generally:

          o    the interest is unconditionally payable at least annually;

          o    the issue price of the debt instrument does not exceed the total
               noncontingent principal payments; and

          o    interest is based on a "qualified floating rate," an "objective
               rate," a combination of a single fixed rate and one or more
               "qualified floating rates," one "qualified inverse floating
               rate," or a combination of "qualified floating rates" that do not
               operate in a manner that significantly accelerates or defers
               interest payments on the REMIC Regular Certificates.

     The amount of OID with respect to a REMIC Regular Certificate bearing a
variable rate of interest will accrue in the manner described above under
"--Original Issue Discount and Premium" by assuming generally that the Index
used for the variable rate will remain fixed throughout the term of the
certificate at the rate applicable on the date they are issued. Appropriate
adjustments are made for the actual variable rate.

     Although unclear at present, Morgan Stanley Capital I Inc. intends to treat
interest on a REMIC Regular Certificate that is a weighted average of the net
interest rates on mortgage loans as qualified stated interest. In such case, the
weighted average rate used to compute the initial pass-through rate on the REMIC
Regular Certificates will be deemed to be the Index in effect through the life
of the REMIC Regular Certificates. It is possible, however, that the IRS may
treat some or all of the interest on REMIC Regular Certificates with a weighted
average rate as taxable under the rules relating to obligations providing for
contingent payments. No guidance is currently available as to how OID would be
determined for debt instruments subject to Code Section 1272(a)(6) that provide
for contingent interest. The treatment of REMIC Regular Certificates as
contingent payment debt instruments may affect the timing of income accruals on
the REMIC Regular Certificates.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market discount or original issue discount) and premium in income as
interest, based on a constant yield method. If such an election were to be made
with respect to a REMIC Regular Certificate with market discount, the
certificateholder would be deemed to have made an election to include in income
currently market discount with respect to all other debt instruments having
market discount that such certificateholder acquires during the year of the
election or thereafter. Similarly, a certificateholder that makes this election
for a certificate that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such certificateholder owns or acquires. See
"--Premium" below. The election to accrue interest, discount and premium on a
constant yield method with respect to a certificate is irrevocable without the
consent of the IRS.

     Market Discount. A purchaser of a REMIC Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.
Under these provisions and the OID Regulations, "market discount" equals the
excess, if any, of (1) the REMIC Regular Certificate's stated principal amount
or, in the case of a REMIC Regular Certificate with OID, the adjusted issue
price, determined for this purpose as if the purchaser had purchased such REMIC
Regular Certificate from an original holder, over (2) the price for such REMIC
Regular Certificate paid by the purchaser. A certificateholder that purchases a
REMIC Regular Certificate at a market discount will recognize income upon
receipt of each distribution representing amounts included in such certificate's
stated redemption price at maturity. In particular, under Section 1276 of the
Code such a holder generally will be required to allocate each such distribution
first to accrued market discount not previously included in income, and to
recognize ordinary income to that extent. A certificateholder may elect to
include market discount in income currently as it accrues rather than including
it on a deferred basis in accordance with the foregoing. If made, the election
will apply to all market discount bonds acquired by the certificateholder on or
after the first day of the first taxable year to which the election applies.

     Market discount with respect to a REMIC Regular Certificate will be
considered to be zero if the amount allocable to the REMIC Regular Certificate
is less than 0.25% of the REMIC Regular Certificate's stated redemption price at
maturity multiplied by the REMIC Regular Certificate's weighted average maturity
remaining


                                      -91-



after the date of purchase. If market discount on a REMIC Regular Certificate is
considered to be zero under this rule, the actual amount of market discount must
be allocated to the remaining principal payments on the REMIC Regular
Certificate, and gain equal to the allocated amount will be recognized when the
corresponding principal payment is made. Treasury regulations implementing the
market discount rules have not yet been issued; therefore, investors should
consult their own tax advisors regarding the application of these rules and the
advisability of making any of the elections allowed under Code Sections 1276
through 1278.

     The Code provides that any principal payment, whether a scheduled payment
or a prepayment, or any gain on disposition of a market discount bond acquired
by the taxpayer, shall be treated as ordinary income to the extent that it does
not exceed the accrued market discount at the time of the payment. The amount of
accrued market discount for purposes of determining the tax treatment of
subsequent principal payments or dispositions of the market discount bond is to
be reduced by the amount so treated as ordinary income.

     The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury, rules described in
the legislative history will apply. Under those rules, the holder of a market
discount bond may elect to accrue market discount either on the basis of a
constant interest method rate or according to one of the following methods. For
REMIC Regular Certificates issued with OID, the amount of market discount that
accrues during a period is equal to the product of

     (1)  the total remaining market discount and

     (2)  a fraction, the numerator of which is the OID accruing during the
          period and the denominator of which is the total remaining OID at the
          beginning of the period.

     For REMIC Regular Certificates issued without OID, the amount of market
discount that accrues during a period is equal to the product of

     (1)  the total remaining market discount and

     (2)  a fraction, the numerator of which is the amount of stated interest
          paid during the accrual period and the denominator of which is the
          total amount of stated interest remaining to be paid at the beginning
          of the period.

     For purposes of calculating market discount under any of the above methods
in the case of instruments such as the REMIC Regular Certificates that provide
for payments that may be accelerated by reason of prepayments of other
obligations securing such instruments, the same Prepayment Assumption applicable
to calculating the accrual of OID will apply.

     A holder who acquired a REMIC Regular Certificate at a market discount also
may be required to defer a portion of its interest deductions for the taxable
year attributable to any indebtedness incurred or continued to purchase or carry
the certificate purchased with market discount. For these purposes, the de
minimis rule referred to above applies. Any such deferred interest expense would
not exceed the market discount that accrues during such taxable year and is, in
general, allowed as a deduction not later than the year in which such market
discount is includible in income. If such holder elects to include market
discount in income currently as it accrues on all market discount instruments
acquired by such holder in that taxable year or thereafter, the interest
deferral rule described above will not apply.

     Premium. A purchaser of a REMIC Regular Certificate that purchases the
REMIC Regular Certificate at a cost, not including accrued qualified stated
interest, greater than its remaining stated redemption price at maturity will be
considered to have purchased the REMIC Regular Certificate at a premium and may
elect to amortize the premium under a constant yield method. A certificateholder
that makes this election for a Certificate that is acquired at a premium will be
deemed to have made an election to amortize bond premium with respect to all
debt instruments having amortizable bond premium that such certificateholder
acquires during the year of the election or thereafter. It is not clear whether
the Prepayment Assumption would be taken into account in determining the life of
the REMIC Regular Certificate for this purpose. However, the legislative history
states that the same rules that apply to accrual of market discount, which rules
require use of a Prepayment Assumption in accruing market discount with


                                      -92-



respect to REMIC Regular Certificates without regard to whether such
certificates have OID, will also apply in amortizing bond premium under Code
Section 171. The Code provides that amortizable bond premium will be allocated
among the interest payments on such REMIC Regular Certificates and will be
applied as an offset against the interest payment. The Amortizable Bond Premium
Regulations do not apply to prepayable securities described in Section
1272(a)(6) of the Code, such as the REMIC Regular Certificates.
Certificateholders should consult their tax advisors regarding the possibility
of making an election to amortize any such bond premium.

     Deferred Interest. Certain classes of REMIC Regular Certificates may
provide for the accrual of Deferred Interest with respect to one or more
adjustable rate loans. Any Deferred Interest that accrues with respect to a
class of REMIC Regular Certificates will constitute income to the holders of
such certificates prior to the time distributions of cash with respect to such
Deferred Interest are made. It is unclear, under the OID Regulations, whether
any of the interest on such certificates will constitute qualified stated
interest or whether all or a portion of the interest payable on such
certificates must be included in the stated redemption price at maturity of the
certificates and accounted for as OID, which could accelerate such inclusion.
Interest on REMIC Regular Certificates must in any event be accounted for under
an accrual method by the holders of such certificates and, therefore, applying
the latter analysis may result only in a slight difference in the timing of the
inclusion in income of interest on such REMIC Regular Certificates.

     Sale, Exchange or Redemption. If a REMIC Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the REMIC Regular Certificate.
Such adjusted basis generally will equal the cost of the REMIC Regular
Certificate to the seller, increased by any OID and market discount included in
the seller's gross income with respect to the REMIC Regular Certificate, and
reduced, but not below zero, by payments included in the stated redemption price
at maturity previously received by the seller and by any amortized premium.
Similarly, a holder who receives a payment that is part of the stated redemption
price at maturity of a REMIC Regular Certificate will recognize gain equal to
the excess, if any, of the amount of the payment over an allocable portion of
the holder's adjusted basis in the REMIC Regular Certificate. A REMIC Regular
Certificateholder who receives a final payment that is less than the holder's
adjusted basis in the REMIC Regular Certificate will generally recognize a loss.
Except as provided in the following paragraph and as provided under "--Market
Discount" above, any such gain or loss will be capital gain or loss, provided
that the REMIC Regular Certificate is held as a "capital asset" (generally,
property held for investment) within the meaning of Code Section 1221.

     Such capital gain or loss will generally be long-term capital gain or loss
if the REMIC Regular Certificate was held for more than one year. Long-term
capital gains of individuals are subject to reduced maximum tax rates while
capital gains recognized by individual on capital assets held less than
twelve-months are generally subject to ordinary income tax rates. The use of
capital losses is limited.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income to the extent
that the gain does not exceed the excess, if any, of

          o    the amount that would have been includible in the holder's income
               with respect to the REMIC Regular Certificate had income accrued
               thereon at a rate equal to 110% of the AFR as defined in Code
               Section 1274(d) determined as of the date of purchase of such
               REMIC Regular Certificate, over

          o    the amount actually includible in such holder's income.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income if the REMIC
Regular Certificate is held as part of a "conversion transaction" as defined in
Code Section 1258(c), up to the amount of interest that would have accrued on
the REMIC Regular Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable federal rate under Code
Section 1274(d) in effect at the time the taxpayer entered into the transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as part of such transaction, or if the
REMIC Regular Certificate is held as part of a straddle. A sale of a REMIC
Regular Certificate will be part of a "conversion transaction" if substantially
all of the holder's expected return is attributable to the time value of the
holder's net investment; the holder entered the contract to sell the REMIC
Regular Certificate


                                      -93-



substantially contemporaneously with acquiring the REMIC Regular Certificate;
the REMIC Regular Certificate is part of a straddle; the REMIC Regular
Certificate is marketed or sold as producing capital gains; or other
transactions to be specified in Treasury regulations that have not yet been
issued. Potential investors should consult their tax advisors with respect to
tax consequences of ownership and disposition of an investment in REMIC Regular
Certificates in their particular circumstances.

     The certificates will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from the sale of a REMIC
Regular Certificate by a bank or a thrift institution to which this section
applies will be ordinary income or loss.

     The REMIC Regular Certificate information reports will include a statement
of the adjusted issue price of the REMIC Regular Certificate at the beginning of
each accrual period. In addition, the reports will include information necessary
to compute the accrual of any market discount that may arise upon secondary
trading of REMIC Regular Certificates. Because exact computation of the accrual
of market discount on a constant yield method would require information relating
to the holder's purchase price which the REMIC may not have, it appears that the
information reports will only provide information pertaining to the appropriate
proportionate method of accruing market discount.

     Accrued Interest Certificates. Payment Lag Certificates may provide for
payments of interest based on a period that corresponds to the interval between
Distribution Dates but that ends prior to each Distribution Date. The period
between the Closing Date for Payment Lag Certificates and their first
Distribution Date may or may not exceed the interval. Purchasers of Payment Lag
Certificates for which the period between the Closing Date and the first
Distribution Date does not exceed the interval could pay upon purchase of the
REMIC Regular Certificates accrued interest in excess of the accrued interest
that would be paid if the interest paid on the Distribution Date were interest
accrued from Distribution Date to Distribution Date. If a portion of the initial
purchase price of a REMIC Regular Certificate is allocable to pre issuance
accrued interest and the REMIC Regular Certificate provides for a payment of
stated interest on the first payment date and the first payment date is within
one year of the issue date that equals or exceeds the amount of the pre issuance
accrued interest, then the REMIC Regular Certificate's issue price may be
computed by subtracting from the issue price the amount of pre issuance accrued
interest, rather than as an amount payable on the REMIC Regular Certificate.
However, it is unclear under this method how the OID Regulations treat interest
on Payment Lag Certificates. Therefore, in the case of a Payment Lag
Certificate, the trust fund intends to include accrued interest in the issue
price and report interest payments made on the first Distribution Date as
interest to the extent such payments represent interest for the number of days
that the certificateholder has held the Payment Lag Certificate during the first
accrual period.

     Investors should consult their own tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.

     Non-interest Expenses of the REMIC. Under temporary Treasury regulations,
if the REMIC is considered to be a "single class REMIC," a portion of the
REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those REMIC Regular Certificates that are
"pass-through interest holders." Certificateholders that are pass-through
interest holders should consult their own tax advisors about the impact of these
rules on an investment in the REMIC Regular Certificates. See "Pass-through of
Non-interest Expenses of the REMIC" under "Taxation of Owners of REMIC Residual
Certificates" below.

     Effects of Defaults, Delinquencies and Losses. Certain series of
certificates may contain one or more classes of Subordinate Certificates, and in
the event there are defaults or delinquencies on the mortgage loans or MBS,
amounts that would otherwise be distributed on the Subordinate Certificates may
instead be distributed on the Senior Certificates. Subordinate
certificateholders nevertheless will be required to report income with respect
to such certificates under an accrual method without giving effect to delays and
reductions in distributions on the Subordinate Certificates attributable to
defaults and delinquencies on the mortgage loans or MBS, except to the extent
that it can be established that the amounts are uncollectible. As a result, the
amount of income reported by a Subordinate certificateholder in any period could
significantly exceed the amount of cash distributed to the holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Subordinate Certificate is reduced as a result of defaults
and delinquencies on the mortgage loans or MBS.


                                      -94-



     Although not entirely clear, it appears that holders of REMIC Regular
Certificates that are corporations should in general be allowed to deduct as an
ordinary loss any loss sustained during the taxable year on account of any such
certificates becoming wholly or partially worthless, and that, in general,
holders of certificates that are not corporations should be allowed to deduct as
a short-term capital loss any loss sustained during the taxable year on account
of any such certificates becoming wholly worthless. Potential investors and
holders of the certificates are urged to consult their own tax advisors
regarding the appropriate timing, amount and character of any loss sustained
with respect to such certificates, including any loss resulting from the failure
to recover previously accrued interest or discount income. Special loss rules
are applicable to banks and thrift institutions, including rules regarding
reserves for bad debts. These taxpayers are advised to consult their tax
advisors regarding the treatment of losses on certificates.

     Non-U.S. Persons. Interest, including original issue discount,
distributable to REMIC Regular Certificateholders who are nonresident aliens,
foreign corporations, or other Non-U.S. Persons, will be considered "portfolio
interest" and, therefore, generally will not be subject to 30% United States
withholding tax, provided that such Non-U.S. Person:

     o    is not a "10-percent shareholder" within the meaning of Code Section
          871(h)(3)(B) or, or a controlled foreign corporation described in Code
          Section 881(c)(3)(C) related to, the REMIC (or possibly one or more
          mortgagors); and

     o    provides the trustee, or the person who would otherwise be required to
          withhold tax from such distributions under Code Section 1441 or 1442,
          with an appropriate statement, signed under penalties of perjury,
          identifying the beneficial owner and stating, among other things, that
          the beneficial owner of the REMIC Regular Certificate is a Non-U.S.
          Person.

     The appropriate documentation includes Form W-8BEN, if the Non-U.S. Person
is a corporation or individual eligible for the benefits of the portfolio
interest exemption or an exemption based on a treaty; Form W-8ECI if the
Non-U.S. Person is eligible for an exemption on the basis of its income from the
REMIC Regular Certificate being effectively connected to a United States trade
or business; Form W-8BEN or Form W-8IMY if the Non-U.S. Person is a trust,
depending on whether such trust is classified as the beneficial owner of the
REMIC Regular Certificate; and Form W-8IMY, with supporting documentation as
specified in the Treasury regulations, required to substantiate exemptions from
withholding on behalf of its partners, if the Non-U.S. Person is a partnership.
An intermediary (other than a partnership) must provide Form W-8IMY, revealing
all required information, including its name, address, taxpayer identification
number, the country under the laws of which it is created, and certification
that it is not acting for its own account. A "qualified intermediary" must
certify that it has provided, or will provide, a withholding statement as
required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not
disclose the identity of its account holders on its Form W-8IMY, and may certify
its account holders' status without including each beneficial owner's
certification. A non-"qualified intermediary" must additionally certify that it
has provided, or will provide, a withholding statement that is associated with
the appropriate Forms W-8 and W-9 required to substantiate exemptions from
withholding on behalf of its beneficial owners. The term "intermediary" means a
person acting as a custodian, a broker, nominee or otherwise as an agent for the
beneficial owner of a REMIC Regular Certificate. A "qualified intermediary" is
generally a foreign financial institution or clearing organization or a non-U.S.
branch or office of a U.S. financial institution or clearing organization that
is a party to a withholding agreement with the IRS. If such statement, or any
other required statement, is not provided, 30% withholding will apply. If the
interest on the REMIC Regular Certificate is effectively connected with the
conduct of a trade or business within the United States by such Non-U.S. Person,
such Non-U.S. Person will be subject to United States federal income tax at
regular rates. Such a non-U.S. REMIC Regular Certificateholder, if such holder
is a corporation, also may be subject to the branch profits tax. Investors who
are Non-U.S. Persons should consult their own tax advisors regarding the
specific tax consequences to them of owning a REMIC Regular Certificate.

     Further, a REMIC Regular Certificate will not be included in the estate of
a non resident alien individual. This exclusion may not apply if the
non-resident alien individual actually or constructively owns 10% or more of the


                                      -95-



residual interest in the related REMIC and will not be subject to United States
estate taxes. Certificateholders who are non resident alien individuals should
consult their tax advisors concerning this question.

     REMIC Regular Certificateholders who are not U.S. Persons and persons
related to such holders should not acquire any REMIC Residual Certificates and
REMIC Residual Certificateholders who are not U.S. Persons and persons related
to such holders should not acquire any REMIC Regular Certificates without
consulting their tax advisors as to the possible adverse tax consequences of
doing so. In addition, the IRS may assert that non-U.S. Persons that own
directly or indirectly, a greater than 10% interest in any Borrower, and foreign
corporations that are "controlled foreign corporations" as to the United States
of which such a Borrower is a "United States shareholder" within the meaning of
Section 951(b) of the Code, are subject to United States withholding tax on
interest distributed to them to the extent of interest concurrently paid by the
related Borrower.

     Information Reporting and Backup Withholding. The paying agent will send,
within a reasonable time after the end of each calendar year, to each person who
was a REMIC Regular Certificateholder at any time during that year, the
information as may be deemed necessary or desirable to assist REMIC Regular
Certificateholders in preparing their federal income tax returns, or to enable
holders to make the information available to beneficial owners or financial
intermediaries that hold the REMIC Regular Certificates on behalf of beneficial
owners. If a holder, beneficial owner, financial intermediary or other recipient
of a payment on behalf of a beneficial owner fails to supply a certified
taxpayer identification number or if the Secretary of the Treasury determines
that such person has not reported all interest and dividend income required to
be shown on its federal income tax return, backup withholding at a rate of 28%
(increasing to 31% after 2010) may be required with respect to any payments with
respect to any payments to registered owners who are not "exempt recipients." In
addition, upon the sale of a REMIC Regular Certificate to, or through, a broker,
the broker must withhold at the above rate on the entire purchase price, unless
either:

     o    the broker determines that the seller is a corporation or other exempt
          recipient, or

     o    the seller provides, in the required manner, identifying information
          and, in the case of a non-U.S. Person, certifies that such seller is a
          Non-U.S. Person, and other conditions are met.

     A sale of a REMIC Regular Certificate to, or through, a broker must also be
reported by the broker to the IRS, unless either:

     o    the broker determines that the seller is an exempt recipient, or

     o    the seller certifies its non-U.S. Person status and other conditions
          are met.

     Certification of the registered owner's non-U.S. Person status normally
would be made on IRS Form W-8BEN under penalties of perjury, although in certain
cases it may be possible to submit other documentary evidence. Any amounts
deducted and withheld from a distribution to a recipient would be allowed as a
credit against such recipient's federal income tax liability.

     B. TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES

     Allocation of the Income of the REMIC to the REMIC Residual Certificates.
The REMIC will not be subject to federal income tax except with respect to
income from prohibited transactions and certain other transactions. See
"--Prohibited Transactions and Other Taxes" below. Instead, each original holder
of a REMIC Residual Certificate will report on its federal income tax return, as
ordinary income, its share of the taxable income of the REMIC for each day
during the taxable year on which the holder owns any REMIC Residual
Certificates. The taxable income of the REMIC for each day will be determined by
allocating the taxable income of the REMIC for each calendar quarter ratably to
each day in the quarter. Such a holder's share of the taxable income of the
REMIC for each day will be based on the portion of the outstanding REMIC
Residual Certificates that the holder owns on that day. The taxable income of
the REMIC will be determined under an accrual method and will be taxable to the
holders of REMIC Residual Certificates without regard to the timing or amounts
of cash distributions by the REMIC. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to the limitations on the deductibility of "passive losses."
As residual interests, the REMIC Residual Certificates will be subject to tax
rules, described below, that differ from those that would apply if the


                                      -96-



REMIC Residual Certificates were treated for federal income tax purposes as
direct ownership interests in the certificates or as debt instruments issued by
the REMIC.

     A REMIC Residual Certificateholder may be required to include taxable
income from the REMIC Residual Certificate in excess of the cash distributed.
For example, a structure where principal distributions are made serially on
regular interests, that is, a fast pay, slow pay structure, may generate such a
mismatching of income and cash distributions --that is, "phantom income." This
mismatching may be caused by the use of certain required tax accounting methods
by the REMIC, variations in the prepayment rate of the underlying mortgage loans
or MBS and certain other factors. Depending upon the structure of a particular
transaction, the aforementioned factors may significantly reduce the after-tax
yield of a REMIC Residual Certificate to a REMIC Residual Certificateholder or
cause the REMIC Residual Certificate to have negative "value." Investors should
consult their own tax advisors concerning the federal income tax treatment of a
REMIC Residual Certificate and the impact of the tax treatment on the after-tax
yield of a REMIC Residual Certificate.

     A subsequent REMIC Residual Certificateholder also will report on its
federal income tax return amounts representing a daily share of the taxable
income of the REMIC for each day that the REMIC Residual Certificateholder owns
the REMIC Residual Certificate. Those daily amounts generally would equal the
amounts that would have been reported for the same days by an original REMIC
Residual Certificateholder, as described above. The legislative history
indicates that certain adjustments may be appropriate to reduce or increase the
income of a subsequent holder of a REMIC Residual Certificate that purchased the
REMIC Residual Certificate at a price greater than or less than the adjusted
basis the REMIC Residual Certificate would have in the hands of an original
REMIC Residual Certificateholder. See "--Sale or Exchange of REMIC Residual
Certificates" below. It is not clear, however, whether the adjustments will in
fact be permitted or required and, if so, how they would be made. The REMIC
Regulations do not provide for any such adjustments.

     Taxable Income of the REMIC Attributable to Residual Interests. The taxable
income of the REMIC will reflect a netting of

          o    the income from the mortgage loans or MBS and the REMIC's other
               assets and

          o    the deductions allowed to the REMIC for interest and OID on the
               REMIC Regular Certificates and, except as described above under
               "--Taxation of Owners of REMIC Regular Certificates--Non-interest
               Expenses of the REMIC," other expenses.

     REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except
that:

          o    the limitations on deductibility of investment interest expense
               and expenses for the production of income do not apply;

          o    all bad loans will be deductible as business bad debts; and

          o    the limitation on the deductibility of interest and expenses
               related to tax exempt income will apply.

     The REMIC's gross income includes interest, original issue discount income,
and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income on reinvestment
of cash flows and reserve assets, plus any cancellation of indebtedness income
upon allocation of realized losses to the REMIC Regular Certificates. Note that
the timing of cancellation of indebtedness income recognized by REMIC Residual
Certificateholders resulting from defaults and delinquencies on mortgage loans
or MBS may differ from the time of the actual loss on the assets. The REMIC's
deductions include interest and original issue discount expense on the REMIC
Regular Certificates, servicing fees on the mortgage loans, other administrative
expenses of the REMIC and realized losses on the mortgage loans. The requirement
that REMIC Residual Certificateholders report their pro rata share of taxable
income or net loss of the REMIC will continue until there are no certificates of
any class of the related series outstanding.


                                      -97-



     For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices
of the REMIC Regular Certificates and the REMIC Residual Certificates, or, if a
class of certificates is not sold initially, its fair market value. The
aggregate basis will be allocated among the mortgage loans or MBS and other
assets of the REMIC in proportion to their respective fair market value. A
mortgage loan or MBS will be deemed to have been acquired with discount or
premium to the extent that the REMIC's basis in the mortgage loan or MBS is less
than or greater than its principal balance, respectively. Any such discount,
whether market discount or OID, will be includible in the income of the REMIC as
it accrues, in advance of receipt of the cash attributable to the income, under
a method similar to the method described above for accruing OID on the REMIC
Regular Certificates. The REMIC may elect under Code Section 171 to amortize any
premium on the mortgage loans or MBS. Premium on any mortgage loan or MBS to
which the election applies would be amortized under a constant yield method. It
is not clear whether the yield of a mortgage loan or MBS would be calculated for
this purpose based on scheduled payments or taking account of the Prepayment
Assumption. Additionally, such an election would not apply to the yield with
respect to any underlying mortgage loan originated on or before September 27,
1985. Instead, premium with respect to such a mortgage loan would be allocated
among the principal payments thereon and would be deductible by the REMIC as
those payments become due.

     The REMIC will be allowed a deduction for interest and OID on the REMIC
Regular Certificates. The amount and method of accrual of OID will be calculated
for this purpose in the same manner as described above with respect to REMIC
Regular Certificates except that the 0.25% per annum de minimis rule and
adjustments for subsequent holders described therein will not apply.

     A REMIC Residual Certificateholder will not be permitted to amortize the
cost of the REMIC Residual Certificate as an offset to its share of the REMIC's
taxable income. However, REMIC taxable income will not include cash received by
the REMIC that represents a recovery of the REMIC's basis in its assets, and, as
described above, the issue price of the REMIC Residual Certificates will be
added to the issue price of the REMIC Regular Certificates in determining the
REMIC's initial basis in its assets. See "--Sale or Exchange of REMIC Residual
Certificates" below. For a discussion of possible adjustments to income of a
subsequent holder of a REMIC Residual Certificate to reflect any difference
between the actual cost of the REMIC Residual Certificate to the holder and the
adjusted basis the REMIC Residual Certificate would have in the hands of an
original REMIC Residual Certificateholder, see "--Allocation of the Income of
the REMIC to the REMIC Residual Certificates" above.

     Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. The net loss would be
allocated among the REMIC Residual Certificateholders in the same manner as the
REMIC's taxable income. The net loss allocable to any REMIC Residual Certificate
will not be deductible by the holder to the extent that the net loss exceeds the
holder's adjusted basis in the REMIC Residual Certificate. Any net loss that is
not currently deductible by reason of this limitation may only be used by the
REMIC Residual Certificateholder to offset its share of the REMIC's taxable
income in future periods (but not otherwise). The ability of REMIC Residual
Certificateholders that are individuals or closely held corporations to deduct
net losses may be subject to additional limitations under the Code.

     Regulations have been issued addressing the federal income tax treatment of
"inducement fees" received by transferees of non-economic residual interests.
These regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related residual interest is
expected to generate taxable income or net loss to its holder. Under two
safe-harbor methods, inducement fees are included in income (i) in the same
amounts and over the same period that the taxpayer uses for financial reporting
purposes, provided that such period is not shorter than the period the REMIC is
expected to generate taxable income or (ii) ratably over the remaining
anticipated weighted average life of all the regular and residual interests
issued by the REMIC, determined based on actual distributions projected as
remaining to be made on such interests under the applicable prepayment
assumption. If the holder of a non-economic residual interest sells or otherwise
disposes of the non-economic residual interest, any unrecognized portion of the
inducement fee must be taken into account at the time of the sale or
disposition. Prospective purchasers of the REMIC Residual Certificates should
consult with their tax advisors regarding the effect of these regulations.

     Mark-to-Market Rules. Prospective purchasers of a REMIC Residual
Certificate should be aware that the IRS has issued Mark to Market Regulations
which provide that a REMIC Residual Certificate cannot be marked to market.


                                      -98-



     Pass-through of Non-interest Expenses of the REMIC. As a general rule, all
of the fees and expenses of a REMIC will be taken into account by holders of the
REMIC Residual Certificates. In the case of a single class REMIC, however, the
expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the REMIC Regular Certificateholders and
the REMIC Residual Certificateholders on a daily basis in proportion to the
relative amounts of income accruing to each certificateholder on that day. In
general terms, a single class REMIC is one that either:

          o    would qualify, under existing Treasury regulations, as a grantor
               trust if it were not a REMIC, treating all interests as ownership
               interests, even if they would be classified as debt for federal
               income tax purposes, or

          o    is similar to such a trust and is structured with the principal
               purpose of avoiding the single class REMIC rules.

     Unless otherwise stated in the applicable prospectus supplement, the
expenses of the REMIC will be allocated to holders of the related REMIC Residual
Certificates in their entirety and not to holders of the related REMIC Regular
Certificates.

     In the case of individuals or trusts, estates or other persons that compute
their income in the same manner as individuals, who own an interest in a REMIC
Regular Certificate or a REMIC Residual Certificate directly or through a
pass-through interest holder that is required to pass miscellaneous itemized
deductions through to its owners or beneficiaries, e.g., a partnership, an S
corporation or a grantor trust, such expenses will be deductible under Code
Section 67 only to the extent that such expenses, plus other "miscellaneous
itemized deductions" of the individual, exceed 2% of such individual's adjusted
gross income. In addition, Code Section 68 provides that the applicable amount
will be reduced by the lesser of

          o    3% of the excess of the individual's adjusted gross income over
               the applicable amount or

          o    80% of the amount of itemized deductions otherwise allowable for
               the taxable year.

     Under current law, the applicable limitation is reduced by one third for
taxable years beginning in 2006 and 2007, and by two thirds in taxable years
beginning in 2008 and 2009. For taxable years beginning after December 31, 2009
the overall limitation on itemized deductions is repealed.

     The amount of additional taxable income recognized by REMIC Residual
Certificateholders who are subject to the limitations of either Code Section 67
or Code Section 68 may be substantial. Further, holders subject to the
alternative minimum tax other than corporations may not deduct miscellaneous
itemized deductions in determining such holders' alternative minimum taxable
income. The REMIC is required to report to each pass-through interest holder and
to the IRS such holder's allocable share, if any, of the REMIC's non-interest
expenses. The term "pass-through interest holder" generally refers to
individuals, entities taxed as individuals and certain pass-through entities,
but does not include real estate investment trusts. Accordingly, investment in
REMIC Residual Certificates will in general not be suitable for individuals or
for certain pass-through entities, such as partnerships and S corporations, that
have individuals as partners or shareholders.

     Excess Inclusions. A portion of the income on a REMIC Residual Certificate,
referred to in the Code as an "excess inclusion," for any calendar quarter will
be subject to federal income tax in all events. Thus, for example, an excess
inclusion:

          o    may not, except as described below, be offset by any unrelated
               losses, deductions or loss carryovers of a REMIC Residual
               Certificateholder;

          o    will be treated as "unrelated business taxable income" within the
               meaning of Code Section 512 if the REMIC Residual
               Certificateholder is a pension fund or any other organization
               that is subject to tax only on its unrelated business taxable
               income, as discussed under "--Tax Exempt Investors" below; and


                                      -99-



          o    is not eligible for any reduction in the rate of withholding tax
               in the case of a REMIC Residual Certificateholder that is a
               foreign investor, as discussed under "--Residual Certificate
               Payments--Non-U.S. Persons" below.

     Except as discussed in the following paragraph, with respect to any REMIC
Residual Certificateholder, the excess inclusions for any calendar quarter is
the excess, if any, of (1) the income of such REMIC Residual Certificateholder
for that calendar quarter from its REMIC Residual Certificate over (2) the sum
of the "daily accruals" for all days during the calendar quarter on which the
REMIC Residual Certificateholder holds a REMIC Residual Certificate. For this
purpose, the daily accruals with respect to a REMIC Residual Certificate are
determined by allocating to each day in the calendar quarter its ratable portion
of the product of the "adjusted issue price" of the REMIC Residual Certificate
at the beginning of the calendar quarter and 120 percent of the "Federal long
term rate" in effect at the time the REMIC Residual Certificate is issued. For
this purpose, the "adjusted issue price" of a REMIC Residual Certificate at the
beginning of any calendar quarter equals the issue price of the REMIC Residual
Certificate, increased by the amount of daily accruals for all prior quarters,
and decreased--but not below zero--by the aggregate amount of payments made on
the REMIC Residual Certificate before the beginning of the quarter. The "federal
long term rate" is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

     In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Code Section 857(b)(2),
excluding any net capital gain), will be allocated among the shareholders of
such trust in proportion to the dividends received by the shareholders from such
trust, and any amount so allocated will be treated as an excess inclusion with
respect to a REMIC Residual Certificate as if held directly by the shareholder.
Regulated investment companies, common trust funds and certain cooperatives are
subject to similar rules.

     The Code provides three rules for determining the effect on excess
inclusions on the alternative minimum taxable income of a residual holder.
First, alternative minimum taxable income for the residual holder is determined
without regard to the special rule that taxable income cannot be less than
excess inclusions. Second, the amount of any alternative minimum tax net
operating loss deductions must be computed without regard to any excess
inclusions. Third, a residual holder's alternative minimum taxable income for a
tax year cannot be less than excess inclusions for the year. The effect of this
last statutory amendment is to prevent the use of nonrefundable tax credits to
reduce a taxpayer's income tax below its tentative minimum tax computed only on
excess inclusions.

     Payments. Any distribution made on a REMIC Residual Certificate to a REMIC
Residual Certificateholder will be treated as a non taxable return of capital to
the extent it does not exceed the REMIC Residual Certificateholder's adjusted
basis in the REMIC Residual Certificate. To the extent a distribution exceeds
the adjusted basis, it will be treated as gain from the sale of the REMIC
Residual Certificate.

     Sale or Exchange of REMIC Residual Certificates. If a REMIC Residual
Certificate is sold or exchanged, the seller will generally recognize gain or
loss equal to the difference between the amount realized on the sale or exchange
and its adjusted basis in the REMIC Residual Certificate except that the
recognition of loss may be limited under the "wash sale" rules described in the
next paragraph. A holder's adjusted basis in a REMIC Residual Certificate
generally equals the cost of the REMIC Residual Certificate to the REMIC
Residual Certificateholder, increased by the taxable income of the REMIC that
was included in the income of the REMIC Residual Certificateholder with respect
to the REMIC Residual Certificate, and decreased -- but not below zero -- by the
net losses that have been allowed as deductions to the REMIC Residual
Certificateholder with respect to the REMIC Residual Certificate and by the
distributions received thereon by the REMIC Residual Certificateholder. In
general, any the gain or loss will be capital gain or loss provided the REMIC
Residual Certificate is held as a capital asset. The capital gain or loss will
generally be long-term capital gain or loss if the REMIC Residual Certificate
was held for more than one year. Long-term capital gains of individuals are
subject to reduced maximum tax rates while capital gains recognized by
individuals on capital assets held twelve-months or less are generally subject
to ordinary income tax rates. The use of capital losses is limited. However,
REMIC Residual Certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from sale of
a REMIC Residual Certificate by a bank or thrift institution to which such
section applies would be ordinary income or loss. In addition, a transfer of a
REMIC Residual Certificate that is a "noneconomic residual interest" may be
subject to


                                      -100-



different rules. See "--Tax Related Restrictions on Transfers of REMIC Residual
Certificates--Noneconomic REMIC Residual Certificates" below.

     Except as provided in Treasury regulations yet to be issued, if the seller
of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or
acquires any other REMIC Residual Certificate, any residual interest in another
REMIC or similar interest in a "taxable mortgage pool," as defined in Code
Section 7701(i), during the period beginning six months before, and ending six
months after, the date of such sale, such sale will be subject to the "wash
sale" rules of Code Section 1091. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but, instead,
will increase such REMIC Residual Certificateholder's adjusted basis in the
newly acquired asset.

PROHIBITED TRANSACTIONS AND OTHER TAXES

     The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions." In general, subject to certain specified
exceptions, a prohibited transaction means:

          o    the disposition of a mortgage loan or MBS,

          o    the receipt of income from a source other than a mortgage loan or
               MBS or certain other permitted investments,

          o    the receipt of compensation for services, or

          o    gain from the disposition of an asset purchased with the payments
               on the mortgage loans or MBS for temporary investment pending
               distribution on the certificates.

     It is not anticipated that the trust fund for any series of certificates
will engage in any prohibited transactions in which it would recognize a
material amount of net income.

     In addition, certain contributions to a trust fund as to which an election
has been made to treat the trust fund as a REMIC made after the day on which the
trust fund issues all of its interests could result in the imposition of the
Contributions Tax. No trust fund for any series of certificates will accept
contributions that would subject it to such tax.

     In addition, a trust fund as to which an election has been made to treat
the trust fund as a REMIC may also be subject to federal income tax at the
highest corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. "Net income
from foreclosure property" generally means income from foreclosure property
other than qualifying income for a real estate investment trust.

     Where any Prohibited Transactions Tax, Contributions Tax, tax on net income
from foreclosure property or state or local income or franchise tax that may be
imposed on a REMIC relating to any series of certificates arises out of or
results from

          o    a breach of the related servicer's, trustee's or depositor's
               obligations, as the case may be, under the related Agreement for
               such series, such tax will be borne by such servicer, trustee or
               depositor, as the case may be, out of its own funds or

          o    Morgan Stanley Capital I Inc.'s obligation to repurchase a
               mortgage loan,

     such tax will be borne by Morgan Stanley Capital I Inc.

     In the event that the servicer, trustee or depositor, as the case may be,
fails to pay or is not required to pay any Prohibited Transactions Tax,
Contributions Tax, tax on net income from foreclosure property or state or local
income or franchise tax, the tax will be payable out of the trust fund for the
series and will result in a reduction in amounts available to be distributed to
the certificateholders of the series.


                                      -101-



LIQUIDATION AND TERMINATION

     If the REMIC adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC's final tax return a date on which such adoption is deemed to occur, and
sells all of its assets other than cash within a 90-day period beginning on such
date, the REMIC will not be subject to any Prohibited Transaction Tax, provided
that the REMIC credits or distributes in liquidation all of the sale proceeds
plus its cash, other than the amounts retained to meet claims, to holders of
Regular and REMIC Residual Certificates within the 90-day period.

     The REMIC will terminate shortly following the retirement of the REMIC
Regular Certificates. If a REMIC Residual Certificateholder's adjusted basis in
the REMIC Residual Certificate exceeds the amount of cash distributed to such
REMIC Residual Certificateholder in final liquidation of its interest, then it
would appear that the REMIC Residual Certificateholder would be entitled to a
loss equal to the amount of such excess. It is unclear whether such a loss, if
allowed, will be a capital loss or an ordinary loss.

ADMINISTRATIVE MATTERS

     Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the REMIC Residual
Certificateholders will be treated as the partners. In general, the holder of
the largest percentage interest of a class of REMIC Residual Certificates will
be the "tax matters person" of the related REMIC for purposes of representing
REMIC Residual Certificateholders in connection with any IRS proceeding.
However, the duties of the tax matters person will be delegated to the Trustee
under the applicable Agreement. Certain tax information will be furnished
quarterly to each REMIC Residual Certificateholder who held a REMIC Residual
Certificate on any day in the previous calendar quarter.

     Each REMIC Residual Certificateholder is required to treat items on its
return consistently with their treatment on the REMIC's return, unless the REMIC
Residual Certificateholder either files a statement identifying the
inconsistency or establishes that the inconsistency resulted from incorrect
information received from the REMIC. The IRS may assert a deficiency resulting
from a failure to comply with the consistency requirement without instituting an
administrative proceeding at the REMIC level. Any person that holds a REMIC
Residual Certificate as a nominee for another person may be required to furnish
the REMIC, in a manner to be provided in Treasury regulations, with the name and
address of such person and other information.

TAX EXEMPT INVESTORS

     Any REMIC Residual Certificateholder that is a pension fund or other entity
that is subject to federal income taxation only on its "unrelated business
taxable income" within the meaning of Code Section 512 will be subject to such
tax on that portion of the distributions received on a REMIC Residual
Certificate that is considered an excess inclusion. See "--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions" above.

RESIDUAL CERTIFICATE PAYMENTS--NON-U.S. PERSONS

     Amounts paid to REMIC Residual Certificateholders who are not U.S. Persons
(see "--Taxation of Owners of REMIC Regular Certificates--Non-U.S. Persons"
above) are treated as interest for purposes of the 30%, or lower treaty rate,
United States withholding tax. Amounts distributed to holders of REMIC Residual
Certificates should qualify as "portfolio interest," subject to the conditions
described in "--Taxation of Owners of REMIC Regular Certificates" above, but
only to the extent that the underlying mortgage loans were originated after July
18, 1984. Furthermore, the rate of withholding on any income on a REMIC Residual
Certificate that is excess inclusion income will not be subject to reduction
under any applicable tax treaties. See "--Taxation of Owners of REMIC Residual
Certificates--Excess Inclusions" above. If the portfolio interest exemption is
unavailable, such amount will be subject to United States withholding tax when
paid or otherwise distributed, or when the REMIC Residual Certificate is
disposed of, under rules similar to those for withholding upon disposition of
debt instruments that have OID. The Code, however, grants the Treasury
Department authority to issue regulations requiring that those amounts be taken
into account earlier than otherwise provided where necessary to prevent
avoidance of tax, for example, where the REMIC Residual Certificates do not have
significant value. See "--Taxation of Owners of REMIC Residual
Certificates--Excess Inclusions" above. If the amounts paid to REMIC Residual
Certificateholders that are not U.S. Persons are effectively connected with
their conduct of a trade or business within


                                      -102-



the United States, the 30%, or lower treaty rate, withholding will not apply.
Instead, the amounts paid to such non-U.S. Person will be subject to U.S.
federal income taxation at regular graduated rates. For special restrictions on
the transfer of REMIC Residual Certificates, see "--Tax Related Restrictions on
Transfers of REMIC Residual Certificates" below.

     REMIC Regular Certificateholders and persons related to such holders should
not acquire any REMIC Residual Certificates, and REMIC Residual
Certificateholders and persons related to REMIC Residual Certificateholders
should not acquire any REMIC Regular Certificates, without consulting their tax
advisors as to the possible adverse tax consequences of such acquisition.

TAX RELATED RESTRICTIONS ON TRANSFERS OF REMIC RESIDUAL CERTIFICATES

     Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in
the entity are not held by "disqualified organizations." Further, a tax is
imposed on the transfer of a residual interest in a REMIC to a "disqualified
organization." The amount of the tax equals the product of (A) an amount, as
determined under the REMIC Regulations, equal to the present value of the total
anticipated "excess inclusions" with respect to such interest for periods after
the transfer and (B) the highest marginal federal income tax rate applicable to
corporations. The tax is imposed on the transferor unless the transfer is
through an agent, including a broker or other middleman, for a disqualified
organization, in which event the tax is imposed on the agent. The person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnished to such person an affidavit that the transferee is not a
disqualified organization and, at the time of the transfer, such person does not
have actual knowledge that the affidavit is false. A "disqualified organization"
means:

          (A)  the United States, any State, possession or political subdivision
               thereof, any foreign government, any international organization
               or any agency or instrumentality of any of the foregoing
               (provided that such term does not include an instrumentality if
               all its activities are subject to tax and, except for FHLMC, a
               majority of its board of directors is not selected by any such
               governmental agency);

          (B)  any organization, other than certain farmers' cooperatives,
               generally exempt from federal income taxes unless such
               organization is subject to the tax on "unrelated business taxable
               income"; and

          (C)  a rural electric or telephone cooperative.

     A tax is imposed on a "pass-through entity" holding a residual interest in
a REMIC if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity,
provided that all partners of an "electing large partnership" as defined in
Section 775 of the Code, are deemed to be disqualified organizations. The amount
of the tax is equal to the product of (A) the amount of excess inclusions for
the taxable year allocable to the interest held by the disqualified organization
and (B) the highest marginal federal income tax rate applicable to corporations.
The pass-through entity otherwise liable for the tax, for any period during
which the disqualified organization is the record holder of an interest in such
entity, will be relieved of liability for the tax if such record holder
furnishes to such entity an affidavit that such record holder is not a
disqualified organization and, for such period, the pass-through entity does not
have actual knowledge that the affidavit is false. For this purpose, a
"pass-through entity" means:

          o    a regulated investment company, real estate investment trust or
               common trust fund;

          o    a partnership, trust or estate; and

          o    certain cooperatives.

     Except as may be provided in Treasury regulations not yet issued, any
person holding an interest in a pass-through entity as a nominee for another
will, with respect to such interest, be treated as a pass-through entity.
Electing large partnerships -- generally, non-service partnerships with 100 or
more members electing to be subject to simplified IRS reporting provisions under
Code sections 771 through 777 -- will be taxable on excess inclusion income as
if all partners were disqualified organizations.


                                      -103-



     In order to comply with these rules, the Agreement will provide that no
record or beneficial ownership interest in a REMIC Residual Certificate may be
purchased, transferred or sold, directly or indirectly, without the express
written consent of the master servicer. The master servicer will grant consent
to a proposed transfer only if it receives the following:

          o    an affidavit from the proposed transferee to the effect that it
               is not a disqualified organization and is not acquiring the REMIC
               Residual Certificate as a nominee or agent for a disqualified
               organization, and

          o    a covenant by the proposed transferee to the effect that the
               proposed transferee agrees to be bound by and to abide by the
               transfer restrictions applicable to the REMIC Residual
               Certificate.

     Noneconomic REMIC Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic REMIC Residual
Certificate to a U.S. Person unless no significant purpose of the transfer is to
enable the transferor to impede the assessment or collection of tax. A
Noneconomic REMIC Residual Certificate is any REMIC Residual Certificate,
including a REMIC Residual Certificate with a positive value at issuance,
unless, at the time of transfer, taking into account the Prepayment Assumption
and any required or permitted clean-up calls or required liquidation provided
for in the REMIC's organizational documents,

          o    the present value of the expected future distributions on the
               REMIC Residual Certificate at least equals the product of the
               present value of the anticipated excess inclusions and the
               highest corporate income tax rate in effect for the year in which
               the transfer occurs and

          o    the transferor reasonably expects that the transferee will
               receive distributions from the REMIC at or after the time at
               which taxes accrue on the anticipated excess inclusions in an
               amount sufficient to satisfy the accrued taxes.

     A significant purpose to impede the assessment or collection of tax exists
if the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its share
of the taxable income of the REMIC. A transferor is presumed not to have such
knowledge if:

          (1)  the transferor conducted, at the time of the transfer, a
               reasonable investigation of the financial condition of the
               transferee and, as a result of the investigation, the transferor
               determined that the transferee had historically paid its debts as
               they came due and found no significant evidence that the
               transferee would not continue to pay its debts as they come due
               in the future;

          (2)  the transferee represents to the transferor that (i) it
               understands that, as the holder of the Noneconomic REMIC Residual
               Certificate, the transferee may incur tax liabilities in excess
               of cash flows generated by the interest, (ii) that the transferee
               intends to pay taxes associated with holding the residual
               interest as they came due and (iii) that the transferee will not
               cause income with respect to the REMIC Residual Certificate to be
               attributable to a foreign permanent establishment or fixed base,
               within the meaning of an applicable income tax treaty, of such
               transferee or any other person; and

          (3)  the transfer is not a direct or indirect transfer to a foreign
               permanent establishment or fixed base (within the meaning of an
               applicable income tax treaty) and either:

               (i)  the present value of the anticipated tax liabilities
                    associated with holding the Noneconomic REMIC Residual
                    Certificate does not exceed the sum of:

                    o    the present value of any consideration given to the
                         transferee to acquire the Noneconomic REMIC Residual
                         Certificate,

                    o    the present value of the expected future distributions
                         on the Noneconomic REMIC Residual Certificate and


                                      -104-



                    o    the present value of the anticipated tax savings
                         associated with holding the Noneconomic REMIC Residual
                         Certificate as the REMIC generates losses. For purposes
                         of the computations under this "minimum transfer price"
                         alternative, the transferee is assumed to pay tax at
                         the highest rate of tax specified in section 11(b)(1)
                         of the Internal Revenue Code (currently 35%) or, in
                         certain circumstances, the alternative minimum tax
                         rate. Further, present values generally are computed
                         using a discount rate equal to the short-term Federal
                         rate set forth in Section 1274(d) of the Internal
                         Revenue Code for the month of such transfer and the
                         compounding period used by the transferee; or

               (ii) (a) at the time of the transfer, and at the close of each of
                    the transferee's two fiscal years preceding the year of
                    transfer, the transferee's gross assets for financial
                    reporting purposes exceed $100 million and its net assets
                    for financial reporting purposes exceed $10 million, (b) the
                    transferee is an eligible corporation (as defined in
                    Treasury regulation Section 1.860E-1(c)(6)(i)) that makes a
                    written agreement that any subsequent transfer of the
                    interest will be to another eligible corporation in a
                    transaction which will also satisfy clauses (1) and (2)
                    above and this clause (3)(ii) and (c) the facts and
                    circumstances known to the transferor on or before the date
                    of the transfer must not reasonably indicate that the taxes
                    associated with the residual interest will not be paid. For
                    purposes of clause (3)(ii)(c), if the amount of
                    consideration paid in respect of the residual interest is so
                    low that under any set of reasonable assumptions a
                    reasonable person would conclude that the taxes associated
                    with holding the residual interest will not be paid, then
                    the transferor is deemed to know that the transferee cannot
                    or will not pay the taxes associated with the residual
                    interest.

     If a transfer of a Noneconomic REMIC Residual Certificate is disregarded,
the transferor would continue to be treated as the owner of the REMIC Residual
Certificate and would continue to be subject to tax on its allocable portion of
the net income of the REMIC.

     Foreign Investors. The REMIC Regulations provide that the transfer of a
REMIC Residual Certificate that has a "tax avoidance potential" to a "foreign
person" will be disregarded for federal income tax purposes. This rule appears
to apply to a transferee who is not a U.S. Person unless the transferee's income
in respect of the REMIC Residual Certificate is effectively connected with the
conduct of a United Sates trade or business. A REMIC Residual Certificate is
deemed to have a tax avoidance potential unless, at the time of transfer, the
transferor reasonably expects that the REMIC will distribute to the transferee
amounts that will equal at least 30 percent of each excess inclusion, and that
such amounts will be distributed at or after the time the excess inclusion
accrues and not later than the end of the calendar year following the year of
accrual. If the non-U.S. Person transfers the REMIC Residual Certificate to a
U.S. Person, the transfer will be disregarded, and the foreign transferor will
continue to be treated as the owner, if the transfer has the effect of allowing
the transferor to avoid tax on accrued excess inclusions.

     Unless otherwise stated in the prospectus supplement relating to a series
of certificates, a REMIC Residual Certificate may not be purchased by or
transferred to any person that is not a U.S. Person or to a partnership
(including any entity treated as a partnership for U.S. federal income tax
purposes) any interest in which is owned (or, may be owned pursuant to the
applicable partnership agreement) directly or indirectly (other than through a
U.S. corporation) by any person that is not a U.S. Person.

     In addition, under temporary and final Treasury regulations, effective
August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person
will be required to pay withholding tax in respect of excess inclusion income
allocable to such non-U.S. partner, even if no cash distributions are made to
such partner. Accordingly, the Agreement will prohibit transfer of a REMIC
Residual Certificate to a U.S. Person treated as a partnership for federal
income tax purposes, any beneficial owner of which (other than through a U.S.
corporation) is (or is permitted to be under the related partnership agreement)
a Non-U.S. Person.

     Any attempted transfer or pledge in violation of the transfer restrictions
shall be absolutely null and void and shall vest no rights in any purported
transferee. Investors in REMIC Residual Certificates are advised to consult


                                      -105-



their own tax advisors with respect to transfers of the REMIC Residual
Certificates and, in addition, pass-through entities are advised to consult
their own tax advisors with respect to any tax which may be imposed on a
pass-through entity.

GRANTOR TRUST FUNDS

     If a REMIC election is not made, Sidley, Austin, Brown & Wood LLP or
Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP or such other counsel
as may be specified in the related prospectus supplement will deliver its
opinion that the trust fund will not be classified as an association taxable as
a corporation and that the trust fund will be classified as a grantor trust
under subpart E, Part I of subchapter J of Chapter 1 of Subtitle A of the Code.
In this case, owners of certificates will be treated for federal income tax
purposes as owners of a portion of the trust fund's assets as described in this
section of the prospectus.

A.   SINGLE CLASS OF GRANTOR TRUST CERTIFICATES

     Characterization. The trust fund may be created with one class of grantor
trust certificates. In this case, each grantor trust certificateholder will be
treated as the owner of a pro rata undivided interest in the interest and
principal portions of the trust fund represented by the grantor trust
certificates and will be considered the equitable owner of a pro rata undivided
interest in each of the mortgage loans and MBS in the pool. Any amounts received
by a grantor trust certificateholder in lieu of amounts due with respect to any
mortgage loan or MBS because of a default or delinquency in payment will be
treated for federal income tax purposes as having the same character as the
payments they replace.

     Each grantor trust certificateholder will be required to report on its
federal income tax return in accordance with the grantor trust
certificateholder's method of accounting its pro rata share of the entire income
from the mortgage loans in the trust fund represented by grantor trust
certificates, including interest, OID, if any, prepayment fees, assumption fees,
any gain recognized upon an assumption and late payment charges received by the
master servicer. Under Code Sections 162 or 212 each grantor trust
certificateholder will be entitled to deduct its pro rata share of servicing
fees, prepayment fees, assumption fees, any loss recognized upon an assumption
and late payment charges retained by the master servicer, provided that the
amounts are reasonable compensation for services rendered to the trust fund.
Grantor trust certificateholders that are individuals, estates or trusts will be
entitled to deduct their share of expenses as itemized deductions only to the
extent these expenses plus all other Code Section 212 expenses exceed two
percent of its adjusted gross income. In addition, the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount under Code Section
68(b)--which amount will be adjusted for inflation--will be reduced by the
lesser of

          o    3% of the excess of adjusted gross income over the applicable
               amount and

          o    80% of the amount of itemized deductions otherwise allowable for
               such taxable year.

     Under current law, the applicable limitation is reduced by one third for
taxable years beginning in 2006 and 2007, and by two thirds in taxable years
beginning in 2008 and 2009. For taxable years beginning after December 31, 2009
the overall limitation on itemized deductions is repealed.

     In general, a grantor trust certificateholder using the CASH METHOD OF
ACCOUNTING must take into account its pro rata share of income as and deductions
as and when collected by or paid to the master servicer or, with respect to
original issue discount or certain other income items for which the
certificateholder has made an election, as the amounts are accrued by the trust
fund on a constant interest basis, and will be entitled to claim its pro rata
share of deductions, subject to the foregoing limitations, when the amounts are
paid or the certificateholder would otherwise be entitled to claim the
deductions had it held the mortgage loans or MBS directly. A grantor trust
certificateholder using an ACCRUAL METHOD OF ACCOUNTING must take into account
its pro rata share of income as payment becomes due or is made to the master
servicer, whichever is earlier and may deduct its pro rata share of expense
items, subject to the foregoing limitations, when the amounts are paid or the
certificateholder otherwise would be entitled to claim the deductions had it
held the mortgage loans or MBS directly. If the servicing fees paid to the
master servicer are deemed to exceed reasonable servicing compensation, the
amount of the excess could be considered as an ownership interest retained by
the master servicer or any person to whom the master servicer assigned for value
all or a portion of the servicing fees in a portion of the interest payments on
the mortgage loans and MBS. The


                                      -106-



mortgage loans and MBS would then be subject to the "coupon stripping" rules of
the Code discussed below under "--Stripped Bonds and Coupons."

     Except to the extent otherwise provided in the related prospectus
supplement or otherwise provided below in this section of the prospectus, as to
each series of certificates, counsel to Morgan Stanley Capital I Inc. will have
advised Morgan Stanley Capital I Inc. that:

          o    A grantor trust certificate owned by a "domestic building and
               loan association" within the meaning of Code Section 7701(a)(19)
               representing principal and interest payments on mortgage loans or
               MBS will be considered to represent "loans . . . Secured by an
               interest in real property which is . . . residential property"
               within the meaning of Code Section 7701(a)(19)(C)(v), to the
               extent that the mortgage loans or MBS represented by that grantor
               trust certificate are of a type described in that Code section;

          o    a grantor trust certificate owned by a real estate investment
               trust representing an interest in mortgage loans or MBS will be
               considered to represent "real estate assets" within the meaning
               of Code Section 856(c)(5)(B), and interest income on the mortgage
               loans or MBS will be considered "interest on obligations secured
               by mortgages on real property" within the meaning of Code Section
               856(c)(3)(B), to the extent that the mortgage loans or MBS
               represented by that grantor trust certificate are of a type
               described in that Code section; and

          o    A grantor trust certificate owned by a REMIC will represent
               "obligation[s]... which [are] principally secured by an interest
               in real property" within the meaning of Code Section 860G(a)(3).

     Stripped Bonds and Coupons. Certain trust funds may consist of government
securities that constitute "stripped bonds" or "stripped coupons" as those terms
are defined in section 1286 of the Code, and, as a result, these assets would be
subject to the stripped bond provisions of the Code. Under these rules, these
government securities are treated as having original issue discount based on the
purchase price and the stated redemption price at maturity of each Security. As
such, grantor trust certificateholders would be required to include in income
their pro rata share of the original issue discount on each Government Security
recognized in any given year on an economic accrual basis even if the grantor
trust certificateholder is a cash method taxpayer. Accordingly, the sum of the
income includible to the grantor trust certificateholder in any taxable year may
exceed amounts actually received during such year.

     Premium. The price paid for a grantor trust certificate by a holder will be
allocated to the holder's undivided interest in each mortgage loan or MBS based
on each asset's relative fair market value, so that the holder's undivided
interest in each asset will have its own tax basis. A grantor trust
certificateholder that acquires an interest in mortgage loans or MBS at a
premium may elect to amortize the premium under a constant interest method,
provided that the underlying mortgage loans with respect to the mortgage loans
or MBS were originated after September 27, 1985. Premium allocable to mortgage
loans originated on or before September 27, 1985 should be allocated among the
principal payments on such mortgage loans and allowed as an ordinary deduction
as principal payments are made. Amortizable bond premium will be treated as an
offset to interest income on such grantor trust certificate. The basis for such
grantor trust certificate will be reduced to the extent that amortizable premium
is applied to offset interest payments. It is not clear whether a reasonable
prepayment assumption should be used in computing amortization of premium
allowable under Code Section 171. A certificateholder that makes this election
for a mortgage loan or MBS or any other debt instrument that is acquired at a
premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder acquires during the year of the election or thereafter.

     If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a grantor trust certificate representing an interest
in a mortgage loan or MBS acquired at a premium should recognize a loss if a
mortgage loan or an Underlying Mortgage Loan with respect to an asset prepays in
full, equal to the difference between the portion of the prepaid principal
amount of such mortgage loan or underlying mortgage loan that is allocable to
the certificate and the portion of the adjusted basis of the certificate that is
allocable to such mortgage loan or underlying mortgage loan. If a reasonable
prepayment assumption is used to amortize the premium, it appears that such a
loss would be available, if at all, only if prepayments have occurred at a rate
faster than the


                                      -107-



reasonable assumed prepayment rate. It is not clear whether any other
adjustments would be required to reflect differences between an assumed
prepayment rate and the actual rate of prepayments.

     The Internal Revenue Service has issued Amortizable Bond Premium
Regulations. The Amortizable Bond Premium Regulations specifically do not apply
to prepayable debt instruments or any pool of debt instruments the yield on
which may be affected by prepayments, such as the trust fund, which are subject
to Section 1272(a)(6) of the Code. Absent further guidance from the IRS and to
the extent set forth in the related prospectus supplement, the trustee will
account for amortizable bond premium in the manner described in this section.
Prospective purchasers should consult their tax advisors regarding amortizable
bond premium and the Amortizable Bond Premium Regulations.

     Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described in this prospectus, the OID Regulations
will be applicable to a grantor trust certificateholder's interest in those
mortgage loans or MBS meeting the conditions necessary for these sections to
apply. Rules regarding periodic inclusion of OID income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate borrowers other than individuals originated after July 1, 1982, and
mortgages of individuals originated after March 2, 1984. Such OID could arise by
the financing of points or other charges by the originator of the mortgages in
an amount greater than a statutory de minimis exception to the extent that the
points are not currently deductible under applicable Code provisions or are not
for services provided by the lender. OID generally must be reported as ordinary
gross income as it accrues under a constant interest method. See "--Multiple
Classes of Grantor Trust Certificates--Accrual of Original Issue Discount"
below.

     Market Discount. A grantor trust certificateholder that acquires an
undivided interest in mortgage loans or MBS may be subject to the market
discount rules of Code Sections 1276 through 1278 to the extent an undivided
interest in the asset is considered to have been purchased at a "market
discount." Generally, the amount of market discount is equal to the excess of
the portion of the principal amount of the mortgage loan or MBS allocable to the
holder's undivided interest over the holder's tax basis in such interest. Market
discount with respect to a grantor trust certificate will be considered to be
zero if the amount allocable to the grantor trust certificate is less than 0.25%
of the grantor trust certificate's stated redemption price at maturity
multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not
yet been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.

     The Code provides that any principal payment, whether a scheduled payment
or a prepayment, or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986 shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.

     The Code also grants the Treasury Department authority to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. While the
Treasury Department has not yet issued regulations, rules described in the
relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
grantor trust certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of

          o    the total remaining market discount and

          o    A fraction, the numerator of which is the OID accruing during the
               period and the denominator of which is the total remaining OID at
               the beginning of the accrual period.

For grantor trust certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

          o    the total remaining market discount and


                                      -108-



          o    A fraction, the numerator of which is the amount of stated
               interest paid during the accrual period and the denominator of
               which is the total amount of stated interest remaining to be paid
               at the beginning of the accrual period.

For purposes of calculating market discount under any of the above methods in
the case of instruments, such as the grantor trust certificates, that provide
for payments that may be accelerated by reason of prepayments of other
obligations securing such instruments, the same prepayment assumption applicable
to calculating the accrual of OID will apply. Because the regulations described
above have not been issued, it is impossible to predict what effect those
regulations might have on the tax treatment of a grantor trust certificate
purchased at a discount or premium in the secondary market.

     A holder who acquired a grantor trust certificate at a market discount also
may be required to defer a portion of its interest deductions for the taxable
year attributable to any indebtedness incurred or continued to purchase or carry
the grantor trust certificate purchased with market discount. For these
purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such
taxable year and is, in general, allowed as a deduction not later than the year
in which the market discount is includible in income. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method for certificates acquired on or after April 4,
1994. If this election were to be made with respect to a grantor trust
certificate with market discount, the certificateholder would be deemed to have
made an election to include in income currently market discount with respect to
all other debt instruments having market discount that such certificateholder
acquires during the year of the election or thereafter. Similarly, a
certificateholder that makes this election for a certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder owns or acquires. See "--Premium" in this prospectus. The
election to accrue interest, discount and premium on a constant yield method
with respect to a certificate is irrevocable without consent of the IRS.

     Anti Abuse Rule. The IRS can apply or depart from the rules contained in
the OID Regulations as necessary or appropriate to achieve a reasonable result
where a principal purpose in structuring a mortgage loan, MBS, or grantor trust
certificate or applying the otherwise applicable rules is to achieve a result
that is unreasonable in light of the purposes of the applicable statutes, which
generally are intended to achieve the clear reflection of income for both
issuers and holders of debt instruments.

B.   MULTIPLE CLASSES OF GRANTOR TRUST CERTIFICATES

          1.   Stripped Bonds and Stripped Coupons

     Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of
the right to receive some or all of the principal payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of Code Sections 1271
through 1288, Code Section 1286 treats a stripped bond or a stripped coupon as
an obligation issued on the date that such stripped interest is created.

     Excess Servicing will be treated Under the Stripped Bond Rules. If the
Excess Servicing fee is less than 100 basis points, i.e., 1% interest on the
principal balance of the assets in the trust fund, or the certificates are
initially sold with a de minimis discount, assuming no prepayment assumption is
required, any non de minimis discount arising from a subsequent transfer of the
certificates should be treated as market discount. The IRS appears to require
that reasonable servicing fees be calculated on an asset by asset basis, which
could result in some mortgage loans or MBS being treated as having more than 100
basis points of interest stripped off. See "--Non REMIC Certificates" and
"Multiple Classes of Grantor Trust Certificates--Stripped Bonds and Stripped
Coupons."


                                      -109-



     Although not entirely clear, a Stripped Bond Certificate generally should
be treated as an interest in mortgage loans or MBS issued on the day the
certificate is purchased for purposes of calculating any OID. Generally, if the
discount on a mortgage loan or MBS is larger than a de minimis amount, as
calculated for purposes of the OID rules, a purchaser of such a certificate will
be required to accrue the discount under the OID rules of the Code. See "--Non
REMIC Certificates" and "--Single Class of Grantor Trust Certificates--Original
Issue Discount." However, a purchaser of a Stripped Bond Certificate will be
required to account for any discount on the mortgage loans or MBS as market
discount rather than OID if either:

          o    the amount of OID with respect to the mortgage loans or MBS is
               treated as zero under the OID de minimis rule when the
               certificate was stripped or

          o    No more than 100 basis points, including any Excess Servicing,
               are stripped off of the trust fund's mortgage loans or MBS.

Pursuant to Revenue Procedure 91-49, issued on August 8, 1991, purchasers of
Stripped Bond Certificates using an inconsistent method of accounting must
change their method of accounting and request the consent of the IRS to the
change in their accounting method on a statement attached to their first timely
tax return filed after August 8, 1991.

     The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be
made for each payment from each mortgage loan or MBS. Unless otherwise specified
in the related prospectus supplement, all payments from a mortgage loan or MBS
underlying a Stripped Coupon Certificate will be treated as a single installment
obligation subject to the OID rules of the Code, in which case, all payments
from the mortgage loan or MBS would be included in the stated redemption price
at maturity for the mortgage loan or MBS for purposes of calculating income on
the certificate under the OID rules of the Code.

     It is unclear under what circumstances, if any, the prepayment of mortgage
loans or MBS will give rise to a loss to the holder of a Stripped Bond
Certificate purchased at a premium or a Stripped Coupon Certificate. If the
certificate is treated as a single instrument rather than an interest in
discrete mortgage loans and the effect of prepayments is taken into account in
computing yield with respect to the grantor trust certificate, it appears that
no loss will be available as a result of any particular prepayment unless
prepayments occur at a rate sufficiently faster than the assumed prepayment rate
so that the certificateholder will not recover its investment. However, if the
certificate is treated as an interest in discrete mortgage loans or MBS, or if
no prepayment assumption is used, then when a mortgage loan or MBS is prepaid,
the holder of the certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the certificate that is allocable to the
mortgage loan or MBS.

     In light of the application of Section 1286 of the Code, a beneficial owner
of a Stripped Bond Certificate generally will be required to compute accruals of
OID based on its yield, possibly taking into account its own Prepayment
Assumption. The information necessary to perform the related calculations for
information reporting purposes, however, generally will not be available to the
trustee. Accordingly, any information reporting provided by the trustee with
respect to these Stripped Bond Certificates, which information will be based on
pricing information as of the closing date, will largely fail to reflect the
accurate accruals of OID for these certificates. Prospective investors therefore
should be aware that the timing of accruals of OID applicable to a Stripped Bond
Certificate generally will be different than that reported to holders and the
IRS. You should consult your own tax advisor regarding your obligation to
compute and include in income the correct amount of OID accruals and any
possible tax consequences to you if you should fail to do so.

     Treatment of Certain Owners. Several Code sections provide beneficial
treatment to certain taxpayers that invest in mortgage loans or MBS of the type
that make up the trust fund. With respect to these Code sections, no specific
legal authority exists regarding whether the character of the grantor trust
certificates, for federal income tax purposes, will be the same as that of the
underlying mortgage loans or MBS. While Code Section 1286 treats a stripped
obligation as a separate obligation for purposes of the Code provisions
addressing OID, it is not clear whether such characterization would apply with
regard to these other Code sections. Although the issue is not free from doubt,
each class of grantor trust certificates, to the extent set forth in the related
prospectus supplement, should be considered to represent "real estate assets"
within the meaning of Code Section 856(c)(5)(B) and "loans . . . Secured by, an
interest in real property which is . . . residential real property" within the
meaning of Code Section 7701(a)(19)(C)(v), and interest income attributable to
grantor trust certificates should be considered to


                                      -110-



represent "interest on obligations secured by mortgages on real property" within
the meaning of Code Section 856(c)(3)(B), provided that in each case the
underlying mortgage loans or MBS and interest on such mortgage loans or MBS
qualify for such treatment. Prospective purchasers to which such
characterization of an investment in certificates is material should consult
their own tax advisors regarding the characterization of the grantor trust
certificates and the income therefrom. Unless otherwise specified in the related
prospectus supplement, grantor trust certificates will be "obligation[s] . . .
which [are] principally secured by an interest in real property" within the
meaning of Code Section 860G(a)(3)(A).

          2.   Grantor Trust Certificates Representing Interests in Loans Other
               Than Adjustable Rate Loans

     The original issue discount rules of Code Sections 1271 through 1275 will
be applicable to a certificateholder's interest in those mortgage loans or MBS
as to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount in income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate borrowers -- other than individuals -- originated after July 1,
1982, and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, such original issue discount could arise by the charging of points
by the originator of the mortgage in an amount greater than the statutory de
minimis exception, including a payment of points that is currently deductible by
the borrower under applicable Code provisions, or under certain circumstances,
by the presence of "teaser" rates on the mortgage loans or MBS. OID on each
grantor trust certificate must be included in the owner's ordinary income for
federal income tax purposes as it accrues, in accordance with a constant
interest method that takes into account the compounding of interest, in advance
of receipt of the cash attributable to such income. The amount of OID required
to be included in an owner's income in any taxable year with respect to a
grantor trust certificate representing an interest in mortgage loans or MBS
other than adjustable rate loans likely will be computed as described below
under "--Accrual of Original Issue Discount." The following discussion is based
in part on the OID Regulations and in part on the provisions of the Tax Reform
Act of 1986. The holder of a certificate should be aware, however, that the OID
Regulations do not adequately address certain issues relevant to prepayable
securities.

     Under the Code, the mortgage loans or MBS underlying the grantor trust
certificate will be treated as having been issued on the date they were
originated with an amount of OID equal to the excess of such mortgage asset's
stated redemption price at maturity over its issue price. The issue price of a
mortgage loan or MBS is generally the amount lent to the borrower, which may be
adjusted to take into account certain loan origination fees. The stated
redemption price at maturity of a mortgage loan or MBS is the sum of all
payments to be made on these assets other than payments that are treated as
qualified stated interest payments. The accrual of this OID, as described below
under "--Accrual of Original Issue Discount," will, to the extent set forth in
the related prospectus supplement, utilize the Prepayment Assumption on the
issue date of such grantor trust certificate, and will take into account events
that occur during the calculation period. The Prepayment Assumption will be
determined in the manner prescribed by regulations that have not yet been
issued. In the absence of such regulations, the Prepayment Assumption used will
be the prepayment assumption that is used in determining the offering price of
such certificate. No representation is made that any certificate will prepay at
the Prepayment Assumption or at any other rate.

     Accrual of Original Issue Discount. Generally, the owner of a grantor trust
certificate must include in gross income the sum of the "daily portions," as
defined below in this section, of the OID on the grantor trust certificate for
each day on which it owns the certificate, including the date of purchase but
excluding the date of disposition. In the case of an original owner, the daily
portions of OID with respect to each component generally will be determined as
set forth under the OID Regulations. A calculation will be made by the master
servicer or other entity specified in the related prospectus supplement of the
portion of OID that accrues during each successive monthly accrual period, or
shorter period from the date of original issue, that ends on the day in the
calendar year corresponding to each of the Distribution Dates on the grantor
trust certificates, or the day prior to each such date. This will be done, in
the case of each full month accrual period, by

          o    adding (1) the present value at the end of the accrual
               period--determined by using as a discount factor the original
               yield to maturity of the respective component under the
               Prepayment Assumption--of all remaining payments to be received
               under the Prepayment Assumption on the respective component and
               (2) any payments included in the stated redemption price at
               maturity received during such accrual period, and


                                      -111-



          o    subtracting from that total the "adjusted issue price" of the
               respective component at the beginning of such accrual period.

The adjusted issue price of a grantor trust certificate at the beginning of the
first accrual period is its issue price; the adjusted issue price of a grantor
trust certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period reduced by the
amount of any payment other than a payment of qualified stated interest made at
the end of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the period. With respect to an initial
accrual period shorter than a full monthly accrual period, the daily portions of
OID must be determined according to an appropriate allocation under any
reasonable method.

     Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest as it accrues rather than when received. However, the
amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously
accrued original issue discount, less prior payments of principal. Accordingly,
if the mortgage loans or MBS acquired by a certificateholder are purchased at a
price equal to the then unpaid principal amount of the asset, no original issue
discount attributable to the difference between the issue price and the original
principal amount of the asset--i.e., points--will be includible by the holder.
Other original issue discount on the mortgage loans or MBS--e.g., that arising
from a "teaser" rate--would still need to be accrued.

          3.   Grantor Trust Certificates Representing Interests in Adjustable
               Rate Loans

     The OID Regulations do not address the treatment of instruments, such as
the grantor trust certificates, which represent interests in adjustable rate
loans. Additionally, the IRS has not issued guidance under the Code's coupon
stripping rules with respect to such instruments. In the absence of any
authority, the master servicer will report Stripped ARM Obligations to holders
in a manner it believes is consistent with the rules described above under the
heading "--Grantor Trust Certificates Representing Interests in Loans Other Than
Adjustable Rate Loans" and with the OID Regulations. In general, application of
these rules may require inclusion of income on a Stripped ARM Obligation in
advance of the receipt of cash attributable to such income. Further, the
addition of Deferred Interest to the principal balance of an adjustable rate
loan may require the inclusion of the amount in the income of the grantor trust
certificateholder when the amount accrues. Furthermore, the addition of Deferred
Interest to the grantor trust certificate's principal balance will result in
additional income, including possibly OID income, to the grantor trust
certificateholder over the remaining life of such grantor trust certificates.

     Because the treatment of Stripped ARM Obligations is uncertain, investors
are urged to consult their tax advisors regarding how income will be includible
with respect to such certificates.

C.   SALE OR EXCHANGE OF A GRANTOR TRUST CERTIFICATE

     Sale or exchange of a grantor trust certificate prior to its maturity will
result in gain or loss equal to the difference, if any, between the amount
received and the owner's adjusted basis in the grantor trust certificate. Such
adjusted basis generally will equal the seller's purchase price for the grantor
trust certificate, increased by the OID included in the seller's gross income
with respect to the grantor trust certificate, and reduced by principal payments
on the grantor trust certificate previously received by the seller. Such gain or
loss will be capital gain or loss to an owner for which a grantor trust
certificate is a "capital asset" within the meaning of Code Section 1221, except
to the extent described above with respect to market discount, and will
generally be long term capital gain if the grantor trust certificate has been
owned for more than one year. Long-term capital gains of individuals are subject
to reduced maximum tax rates while capital gains recognized by individuals on
capital assets held twelve-months or less are generally subject to ordinary
income tax rates. The use of capital losses is limited.


                                      -112-



     It is possible that capital gain realized by holders of one or more classes
of grantor trust certificates could be considered gain realized upon the
disposition of property that was part of a "conversion transaction." A sale of a
grantor trust certificate will be part of a conversion transaction if
substantially all of the holder's expected return is attributable to the time
value of the holder's net investment, and:

          o    the holder entered the contract to sell the grantor trust
               certificate substantially contemporaneously with acquiring the
               grantor trust certificate;

          o    the grantor trust certificate is part of a straddle;

          o    the grantor trust certificate is marketed or sold as producing
               capital gain; or

          o    other transactions to be specified in Treasury regulations that
               have not yet been issued.

If the sale or other disposition of a grantor trust certificate is part of a
conversion transaction, all or any portion of the gain realized upon the sale or
other disposition would be treated as ordinary income instead of capital gain.

     Grantor trust certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a grantor trust certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.

D.   NON-U.S. PERSONS

          To the extent that a certificate evidences ownership in mortgage loans
that are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or such lower rate as may
be provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the certificateholder on the sale or exchange of such a
certificate also will be subject to federal income tax at the same rate.

          Treasury regulations provide that interest or original issue discount
paid by the trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in mortgage loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will be
subject to the same certification requirements, described above under "REMICs --
Taxation of Owners of REMIC Regular Certificates -- Non-U.S. Persons."

E.   INFORMATION REPORTING AND BACKUP WITHHOLDING

     The paying agent will send, within a reasonable time after the end of each
calendar year, to each person who was a certificateholder at any time during
such year, the information as may be deemed necessary or desirable to assist
certificateholders in preparing their federal income tax returns, or to enable
holders to make the information available to beneficial owners or financial
intermediaries that hold such certificates as nominees on behalf of beneficial
owners.

     On January 24, 2006, the IRS published final regulations which establish a
reporting framework for interests in "widely held fixed investment trusts" and
place the responsibility of reporting on the person in the ownership chain who
holds an interest for a beneficial owner. A widely-held fixed investment trust
is defined as an arrangement classified as a "trust" under Treasury regulation
section 301.7701-4(c), in which any interest is held by a middleman, which
includes, but is not limited to (i) a custodian of a person's account, (ii) a
nominee and (iii) a broker holding an interest for a customer in street name.
The trustee will be required to calculate and provide information to the IRS and
to requesting persons with respect to the trust fund in accordance with these
new regulations beginning with the 2007 calendar year. The trustee, or
applicable middleman, will be required to file information returns with the IRS
and provide tax information statements to certificateholders in accordance with
these new regulations after December 31, 2007.


                                      -113-



     If a holder, beneficial owner, financial intermediary or other recipient of
a payment on behalf of a beneficial owner fails to supply a certified taxpayer
identification number or if the Secretary of the Treasury determines that such
person has not reported all interest and dividend income required to be shown on
its federal income tax return, backup withholding at a rate of 28% (increasing
to 31% after 2010) may be required with respect to any payments to registered
owners who are not "exempt recipients." In addition, upon the sale of a grantor
trust certificate to, or through, a broker, the broker must withhold at the
above rate on the entire purchase price, unless either

          o    the broker determines that the seller is a corporation or other
               exempt recipient, or

          o    the seller provides, in the required manner, certain identifying
               information and, in the case of a non-U.S. Person, certifies that
               the seller is a Non-U.S. Person, and other conditions are met.

Such a sale must also be reported by the broker to the IRS, unless either

          o    the broker determines that the seller is an exempt recipient or

          o    the seller certifies its non-U.S. Person status and other
               conditions are met.

Certification of the registered owner's non-U.S. Person status normally would be
made on IRS Form W-8BEN under penalties of perjury, although in some cases it
may be possible to submit other documentary evidence. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
the recipient's federal income tax liability.

                       STATE AND LOCAL TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and
local income tax consequences of the acquisition, ownership, and disposition of
the offered certificates. State and local income tax law may differ
substantially from the corresponding federal law, and this discussion does not
purport to describe any aspect of the income tax laws of any state or locality.
Therefore, potential investors should consult their own tax advisors with
respect to the various tax consequences of investments in the offered
certificates.

                              ERISA CONSIDERATIONS

GENERAL

     Title I of ERISA and Section 4975 of the Code impose restrictions on ERISA
Plans, certain other Plans and on persons who are parties in interest or
disqualified persons with respect to ERISA Plans. Employee benefit plans, such
as governmental plans and church plans (if no election has been made under
Section 410(d) of the Code), are not subject to the restrictions of ERISA.
However, such plans (collectively with ERISA Plans, "Plans") may be subject to
other applicable federal, state or local law ("Similar Law") materially similar
to ERISA and the Code. Moreover, any such governmental or church plan which is
qualified under Section 401(a) of the Code and exempt from taxation under
Section 501(a) of the Code is subject to the prohibited transaction rules set
forth in Section 503 of the Code.

     Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that an ERISA Plan's investments be made in
accordance with the documents governing the ERISA Plan.

PROHIBITED TRANSACTIONS

GENERAL

     Section 406 of ERISA prohibits parties in interest with respect to an ERISA
Plan from engaging in certain transactions involving the ERISA Plan and its
assets unless a statutory, regulatory or administrative exemption applies to the
transaction. In some cases, a civil penalty may be assessed on non exempt
prohibited transactions


                                      -114-



pursuant to Section 502(i) of ERISA. Section 4975 of the Code imposes excise
taxes on similar transactions between Plans subject thereto and disqualified
persons with respect to such.

     The United States Department of Department of Labor has issued a final
regulation (29 C.F.R. Section 2510.3 101) containing rules for determining what
constitutes the assets of a Plan. This regulation provides that, as a general
rule, the underlying assets and properties of corporations, partnerships, trusts
and some other entities in which a Plan makes an "equity investment" will be
deemed for purposes of ERISA and Section 4975 of the Code to be assets of the
Plan unless exceptions apply.

     Under the terms of the regulation, the trust fund may be deemed to hold
plan assets by reason of a Plan's investment in a certificate; such plan assets
would include an undivided interest in the mortgage loans and any other assets
held by the trust fund. In such an event, Morgan Stanley Capital I Inc., the
master servicer, any subservicer, the trustee, any insurer of the mortgage loans
or MBS and other persons, in providing services with respect to the assets of
the trust fund, may become fiduciaries subject to the fiduciary responsibility
provisions of Title I of ERISA, or may otherwise become parties in interest or
disqualified persons, with respect to such Plan. In addition, transactions
involving such assets could constitute or result in prohibited transactions
under Section 406 of ERISA or Section 4975 of the Code unless such transactions
are subject to a statutory, regulatory or administrative exemption.

     The regulations contain a de minimis safe-harbor rule that exempts the
assets of an entity from plan assets status as long as the aggregate equity
investment in such entity by plans is not significant. For this purpose, equity
participation in the entity will be significant if immediately after any
acquisition of any equity interest in the entity, "benefit plan investors" in
the aggregate, own 25% or more of the value of any class of equity interest,
excluding from the calculation, the value of equity interests held by persons
who have discretionary authority or control with respect to the assets of the
entity or held by affiliates of such persons. "Benefit plan investors" are
defined as ERISA Plans as well as employee benefit plans not subject to Title I
of ERISA, e.g., governmental plans and foreign plans and entities whose
underlying assets include plan assets by reason of plan investment in such
entities. To fit within the safe-harbor benefit plan, investors must own less
than 25% of each class of equity interests, regardless of the portion of total
equity value represented by such class, on an ongoing basis.

AVAILABILITY OF UNDERWRITER'S EXEMPTION FOR CERTIFICATES

     DOL has granted to Morgan Stanley & Co. Incorporated Prohibited Transaction
Exemption ("PTE") 90 24, Exemption Application No. D 8019, 55 Fed. Reg. 20548
(1990), as amended by PTE 97-34, Exemption Application Nos. D-10245 and D-10246,
55 Fed. Reg. 39021 (1997), PTE 2000-58, Exemption Application No. D-10829, 65
Fed. Reg. 67765 (2000) and PTE 2002-41, Exemption Application No. D-11077, 67
Fed. Reg. 54487 (2002) (the "Exemption") which exempts from the application of
the prohibited transaction rules transactions relating to:

          o    the acquisition, sale and holding by ERISA Plans of certain
               certificates representing an undivided interest in certain asset
               backed pass-through trusts, with respect to which Morgan Stanley
               & Co. Incorporated or any of its affiliates is the sole
               underwriter or the manager or co manager of the underwriting
               syndicate; and

          o    the servicing, operation and management of such asset backed
               pass-through trusts, provided that the general conditions and
               certain other conditions set forth in the Exemption are
               satisfied.

     The Exemption sets forth the following general conditions which must be
satisfied before a transaction involving the acquisition, sale and holding of
the certificates or a transaction in connection with the servicing, operation
and management of the trust fund may be eligible for exemptive relief
thereunder:

     (1)  The acquisition of the certificates by an ERISA Plan is on terms --
          including the price for such certificates--that are at least as
          favorable to the investing ERISA Plan as they would be in an arm's
          length transaction with an unrelated party;


                                      -115-



     (2)  The certificates acquired by the ERISA Plan have received a rating at
          the time of the acquisition that is in one of the four highest generic
          rating categories from any of Fitch, Inc., Moody's Investors Service,
          Inc. and Standard & Poor's Ratings Services, a division of The
          McGraw-Hill Companies, Inc.;

     (3)  The trustee is not an affiliate of any member of the Restricted Group
          other than an underwriter;

     (4)  The sum of all payments made to and retained by the underwriter in
          connection with the distribution of the certificates represents not
          more than reasonable compensation for underwriting the certificates;
          the sum of all payments made to and retained by the Asset Seller
          pursuant to the sale of the mortgage loans to the trust fund
          represents not more than the fair market value of the mortgage loans;
          the sum of all payments made to and retained by any servicer represent
          not more than reasonable compensation for the servicer's services
          under the Agreement and reimbursement of the servicer's reasonable
          expenses in connection therewith; and

     (5)  The ERISA 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 as
          amended.

     The trust fund must also meet the following requirements:

          o    the corpus of the trust fund must consist solely of assets of the
               type that have been included in other investment pools;

          o    certificates evidencing interests in other investment pools must
               have been rated in one of the four highest rating categories of a
               Rating Agency for at least one year prior to the Plan's
               acquisition of the Securities; and

          o    certificates evidencing interests in other investment pools must
               have been purchased by investors other than ERISA Plans for at
               least one year prior to any ERISA Plan's acquisition of the
               Securities.

     Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when any person who has
discretionary authority or renders investment advice with respect to the
investment of plan assets causes an ERISA Plan to acquire certificates in a
trust fund, provided that, among other requirements:

          o    the person or its affiliate is an obligor with respect to five
               percent or less of the fair market value of the obligations or
               receivables contained in the trust fund;

          o    the Plan is not a plan with respect to which any member of the
               Restricted Group is the "plan sponsor" as defined in Section
               3(16)(B) of ERISA;

          o    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 ERISA Plans have invested is acquired by
               persons independent of the Restricted Group and at least fifty
               percent of the aggregate interest in the trust fund is acquired
               by persons independent of the Restricted Group;

          o    an ERISA 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 acquisition; and

          o    immediately after the acquisition, no more than twenty-five
               percent of the assets of any ERISA Plan with respect to which the
               person has discretionary authority or renders investment advice
               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 ERISA Plans sponsored by the Restricted Group


                                      -116-



     Before purchasing a certificate in reliance on the Exemption, a fiduciary
of an ERISA Plan should itself confirm

          o    that the certificates constitute "securities" for purposes of the
               Exemption and

          o    that the general conditions and other requirements set forth in
               the Exemption would be satisfied.

REVIEW BY PLAN FIDUCIARIES

     Any Plan fiduciary considering whether to purchase any certificates on
behalf of a Plan should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction provisions of ERISA, the
Code and Similar Law to such investment. Among other things, before purchasing
any certificates, a fiduciary of a Plan should make its own determination as to
the availability of the exemptive relief provided in the Exemption, and also
consider the availability of any other prohibited transaction exemptions. In
this regard, purchasers that are insurance companies should determine the extent
to which Prohibited Transaction Class Exemption 95-60 -- for certain
transactions involving insurance company general accounts -- may be available.
The prospectus supplement with respect to a series of certificates may contain
additional information regarding the application of any other exemption, with
respect to the certificates offered by the related prospectus supplement.

                                LEGAL INVESTMENT

     If so specified in the prospectus supplement, certain classes of
Certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended. Generally, the
only classes of Certificates which will qualify as "mortgage related securities"
will be those that (1) are rated in one of two highest rating categories by at
least one nationally recognized statistical rating organization; and (2) are
part of a series evidencing interests in a Trust Fund consisting of loans
originated by certain types of originators specified in SMMEA and secured by
first liens on real estate. The appropriate characterization of those
Certificates not qualifying as "mortgage related securities" for purposes of
SMMEA ("Non-SMMEA Certificates") under various legal investment restrictions,
and thus the ability of investors subject to these restrictions to purchase such
Certificates, may be subject to significant interpretive uncertainties.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Non-SMMEA Certificates constitute
legal investments for them.

     Those classes of Certificates qualifying as "mortgage related securities"
will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts, and business entities, including
depository institutions, insurance companies, trustees, and pension funds,
created pursuant to or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, whose authorized
investments are subject to state regulation to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any of its agencies or instrumentalities constitute
legal investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to varying extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, Certificates satisfying the rating and qualified originator
requirements for "mortgage related securities," but evidencing interests in a
Trust Fund consisting, in whole or in part, of first liens on one or more
parcels of real estate upon which are located one or more commercial structures,
states were authorized to enact legislation, on or before September 23, 2001,
specifically referring to Section 347 and prohibiting or restricting the
purchase, holding or investment by state-regulated entities in those types of
Certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
Certificates qualifying as "mortgage related securities" only to the extent
provided in that legislation.


                                      -117-



     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell, or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the OCC has amended 12 C.F.R. Part 1 to authorize national
banks to purchase and sell for their own account, without limitation as to a
percentage of the bank's capital and surplus (but subject to compliance with
certain general standards in 12 C.F.R. Section 1.5 concerning "safety and
soundness" and retention of credit information), certain "Type IV securities,"
defined in 12 C.F.R. Section 1.2(m) to include certain "residential
mortgage-related securities" and "commercial mortgage-related securities." As so
defined, "residential mortgage-related security" and "commercial
mortgage-related security" mean, in relevant part, "mortgage related security"
within the meaning of SMMEA, provided that, in the case of a "commercial
mortgage-related security," it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of loans
to numerous obligors." In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors," no
representation is made as to whether any of the Certificates will qualify as
"commercial mortgage-related securities," and thus as "Type IV securities," for
investment by national banks. The NCUA has adopted rules, codified at 12 C.F.R.
Part 703, which permit federal credit unions to invest in "mortgage related
securities," other than stripped mortgage related securities (unless the credit
union complies with the requirements of 12 C.F.R. Section 703.16(e) for
investing in those securities), residual interests in mortgage related
securities, and commercial mortgage related securities, subject to compliance
with general rules governing investment policies and practices; however, credit
unions approved for the NCUA's "investment pilot program" under 12 C.F.R.
Section 703.19 may be able to invest in those prohibited forms of securities,
while "RegFlex credit unions" may invest in commercial mortgage related
securities under certain conditions pursuant to 12 C.F.R. Section 742.4(b)(2).
The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities," and
Thrift Bulletin 73a (December 18, 2001), "Investing in Complex Securities,"
which thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the Certificates.

     All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Investment Securities and
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal
Financial Institutions Examination Council, which has been adopted by the Board
of Governors of the Federal Reserve System, the OCC, the Federal Deposit
Insurance Corporation and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any Certificates, as certain
classes may be deemed unsuitable investments, or may otherwise be restricted,
under those rules, policies, or guidelines (in certain instances irrespective of
SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any Certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.

     Except as to the status of certain classes of the Certificates as "mortgage
related securities," no representations are made as to the proper
characterization of the Certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the Certificates) may adversely affect the liquidity of the
Certificates.


                                      -118-



     Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Certificates constitute legal
investments or are subject to investment, capital, or other restrictions, and,
if applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.

                              PLAN OF DISTRIBUTION

     The offered certificates offered hereby and by the supplements to this
prospectus will be offered in series. The distribution of the certificates may
be effected from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. If so
specified in the related prospectus supplement, the offered certificates will be
distributed in a firm commitment underwriting, subject to the terms and
conditions of the underwriting agreement, by Morgan Stanley & Co. Incorporated
acting as underwriter with other underwriters, if any, named in the prospectus
supplement. In such event, the prospectus supplement may also specify that the
underwriters will not be obligated to pay for any offered certificates agreed to
be purchased by purchasers pursuant to purchase agreements acceptable to Morgan
Stanley Capital I Inc. In connection with the sale of offered certificates,
underwriters may receive compensation from Morgan Stanley Capital I Inc. or from
purchasers of offered certificates in the form of discounts, concessions or
commissions. The prospectus supplement will describe any such compensation paid
by Morgan Stanley Capital I Inc.

     Alternatively, the prospectus supplement may specify that offered
certificates will be distributed by Morgan Stanley & Co. Incorporated acting as
agent or in some cases as principal with respect to offered certificates that it
has previously purchased or agreed to purchase. If Morgan Stanley & Co.
Incorporated acts as agent in the sale of offered certificates, Morgan Stanley &
Co. Incorporated will receive a selling commission with respect to such offered
certificates, depending on market conditions, expressed as a percentage of the
aggregate certificate Balance or Notional Amount of such offered certificates as
of the Cut-off Date. The exact percentage for each series of certificates will
be disclosed in the related prospectus supplement. To the extent that Morgan
Stanley & Co. Incorporated elects to purchase offered certificates as principal,
Morgan Stanley & Co. Incorporated may realize losses or profits based upon the
difference between its purchase price and the sales price. The prospectus
supplement with respect to any series offered other than through underwriters
will contain information regarding the nature of such offering and any
agreements to be entered into between Morgan Stanley Capital I Inc. and
purchasers of offered certificates of such series.

     Morgan Stanley Capital I Inc. will indemnify Morgan Stanley & Co.
Incorporated and any underwriters against certain civil liabilities, including
liabilities under the Securities Act of 1933, or will contribute to payments
Morgan Stanley & Co. Incorporated and any underwriters may be required to make.

     In the ordinary course of business, Morgan Stanley & Co. Incorporated and
Morgan Stanley Capital I Inc. may engage in various securities and financing
transactions, including repurchase agreements to provide interim financing of
Morgan Stanley Capital I Inc.'s mortgage loans pending the sale of such mortgage
loans or interests in the mortgage loans, including the certificates.

     Offered certificates will be sold primarily to institutional investors.
Purchasers of offered certificates, including dealers, may, depending on the
facts and circumstances of the purchases, be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 in connection with reoffers and sales
by them of offered certificates. Certificateholders should consult with their
legal advisors in this regard prior to any such reoffer or sale.

     If specified in the prospectus supplement relating to certificates of a
particular series offered hereby, Morgan Stanley Capital I Inc., any affiliate
thereof or any other person or persons specified in the prospectus supplement
may purchase some or all of the certificates of any series from Morgan Stanley &
Co. Incorporated and any other underwriters thereof. This purchaser may
thereafter from time to time offer and sell, pursuant to this prospectus and the
related prospectus supplement, some or all of the certificates so purchased,
directly, through one or more underwriters to be designated at the time of the
offering of the certificates, through dealers acting as agent or principal or in
such other manner as may be specified in the related prospectus supplement. The
offering may be restricted in the manner specified in the prospectus supplement.
The transactions may be effected at market prices


                                      -119-



prevailing at the time of sale, at negotiated prices or at fixed prices. Any
underwriters and dealers participating in the purchaser's offering of the
certificates may receive compensation in the form of underwriting discounts or
commissions from such purchaser and such dealers may receive commissions from
the investors purchasing the certificates for whom they may act as agent (which
discounts or commissions will not exceed those customary in those types of
transactions involved). Any dealer that participates in the distribution of the
certificates may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any commissions and discounts received by such dealer and
any profit on the resale or such certificates by such dealer might be deemed to
be underwriting discounts and commissions under the Securities Act.

     All or part of any Class of certificates may be reacquired by Morgan
Stanley Capital I Inc. or acquired by an affiliate of Morgan Stanley Capital I
Inc. in a secondary market transaction or from an affiliate, including Morgan
Stanley & Co. Incorporated. Such certificates may then be included in a trust
fund, the beneficial ownership of which will be evidenced by one or more classes
of mortgage-backed certificates, including subsequent series of certificates
offered pursuant to this prospectus and a prospectus supplement.

     As to each series of certificates, only those classes rated in an
investment grade rating category by any Rating Agency will be offered hereby.
Any non investment grade class may be initially retained by Morgan Stanley
Capital I Inc., and may be sold by Morgan Stanley Capital I Inc. at any time in
private transactions.

                                  LEGAL MATTERS

     Certain legal matters in connection with the certificates, including
certain federal income tax consequences, will be passed upon for Morgan Stanley
Capital I Inc. by Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP, or
such other counsel as may be specified in the related prospectus supplement.

                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of certificates
and no trust fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related series of certificates.
Accordingly, no financial statements with respect to any trust fund will be
included in this prospectus or in the related prospectus supplement.

                                     RATING

     It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by a Rating Agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by borrowers or of the degree by which such prepayments
might differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                      -120-



                    INCORPORATION OF INFORMATION BY REFERENCE

     Morgan Stanley Capital I Inc., as depositor, will file, or cause to be
filed, with the Commission, the periodic reports and the Agreement with respect
to each trust fund required under the Exchange Act and the rules and regulations
of the Commission.

     All documents and reports filed, or caused to be filed, by Morgan Stanley
Capital I Inc. with respect to a trust fund pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of an offering of
certificates are incorporated in this prospectus by reference. Each person to
whom this prospectus is delivered may obtain, without charge, from Morgan
Stanley Capital I Inc. a copy of any documents or reports relating to the
certificates being offered. (Exhibits to those documents may only be obtained if
they are specifically incorporated by reference in those documents.) Requests
for this information should be directed in writing to Morgan Stanley Capital I
Inc., c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York
10036, Attention: John E. Westerfield, or by telephone at (212) 761 4000. Morgan
Stanley Capital I Inc. has determined that its financial statements are not
material to the offering of any certificates.

     Morgan Stanley Capital I Inc. has filed with the Securities and Exchange
Commission a registration statement (of which this prospectus forms a part)
under the Securities Act of 1933, as amended, with respect to the offered
certificates. This prospectus and the accompanying prospectus supplement do not
contain all of the information set forth in the registration statement. For
further information regarding the documents referred to in this prospectus and
the accompanying prospectus supplement, you should refer to the registration
statement and the exhibits thereto. The registration statement and exhibits and
the periodic reports, including annual reports on Form 10-K, distribution
reports on Form 10-D and current reports on Form 8-K, can be inspected and
copied at prescribed rates at the public reference facilities maintained by the
Commission at its Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549. Additional information regarding the Public Reference Room can be
obtained by calling the Commission at 1-800-SEC-0330. The Securities and
Exchange Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which you can view and download copies of reports, proxy
and information statements and other information filed electronically through
the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The
depositor has filed the registration statement, including all exhibits thereto,
through the EDGAR system, so the materials should be available by logging onto
the Securities and Exchange Commission's Web site. The Securities and Exchange
Commission maintains computer terminals providing access to the EDGAR system at
each of the offices referred to above.

     If so specified in the related prospectus supplement, copies of all filings
through the EDGAR system of the related issuing entity on Form 10-D, Form 10-K
and Form 8-K will be made available on the applicable trustee's or other
identified party's website.

     If some or all of the mortgage loans owned by a trust fund are secured by
an assignment of lessors' rights in one or more leases, rental payments due from
the lessees may be a significant source (or even the sole source) of
distributions on the certificates. In these circumstances, reference should be
made to the related prospectus supplement for information concerning the lessees
and whether any of those lessees are subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended.


                                      -121-



                                GLOSSARY OF TERMS

     The certificates will be issued pursuant to the Agreement. The following
Glossary of Terms is not complete. You should also refer to the prospectus
supplement and the Agreement for additional or more complete definitions. If you
send a written request to the trustee at its corporate office, the trustee will
provide to you without charge a copy of the Agreement (without exhibits and
schedules).

     Unless the context requires otherwise, the definitions contained in this
Glossary of Terms apply only to this series of certificates.

     "Accrual Certificates" means certificates which provide for distributions
of accrued interest commencing only following the occurrence of certain events,
such as the retirement of one or more other classes of certificates of such
series.

     "Accrued Certificate Interest" means, with respect to each class of
certificates and each Distribution Date, other than certain classes of Stripped
Interest Certificates, the amount equal to the interest accrued for a specified
period on the outstanding Certificate Balance immediately prior to the
Distribution Date, at the applicable pass-through rate, as described in
"Distributions of Interest on the Certificates" in this prospectus.

     "Agreement" means the Pooling Agreement or the Trust Agreement, as
applicable.

     "Amortizable Bond Premium Regulations" means final regulations issued by
the IRS which deal with the amortizable bond premium.

     "Assets" means the primary assets included in a trust fund.

     "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended
(Title 11 of the United States Code).

     "Book-Entry Certificates" means Certificates which are in book-entry form.

     "Cash Flow Agreements" means guaranteed investment contracts or interest
rate exchange or interest rate swap agreements, interest rate cap, floor or
collar agreements, currency exchange or swap agreements or other interest rate
or currency agreements provided to reduce the effects of interest rate or
currency exchange rate fluctuations on the assets or on one or more classes of
certificates.

     "Cede" means Cede & Company.

     "CERCLA" means Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

     "Certificate Account" means one or more separate accounts for the
collection of payments on the related assets.

     "Certificate Balance" equals the maximum amount that a holder of a
certificate will be entitled to receive in respect of principal out of future
cash flow on the mortgage loans and other assets included in the trust fund.

     "Certificate Owners" means, with respect to a book-entry certificate, the
person who is the beneficial owner of such book-entry certificate, as may be
reflected on the books of the clearing agency, or on the books of a Person
maintaining an account with such clearing agency, directly or as an indirect
participant, in accordance with the rules of such clearing agency.

     "Certificateholder" means, unless otherwise provided in the related
prospectus supplement, Cede, as nominee of DTC.

     "Certificates" means any of the certificates issued, in one or more series,
by Morgan Stanley Capital I Inc.

     "Closing Date" means the date the REMIC Regular Certificates were initially
issued.


                                      -122-



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

     "Commercial Loans" means the loans relating to the Commercial Properties.

     "Commercial Properties" means office buildings, shopping centers, retail
stores, hotels or motels, nursing homes, hospitals or other health care-related
facilities, mobile home parks, warehouse facilities, mini-warehouse facilities
or self-storage facilities, industrial plants, congregate care facilities, mixed
use or other types of commercial properties.

     "Constant Prepayment Rate" or "CPR" means a rate that represents an assumed
constant rate of prepayment each month (which is expressed on a per annum basis)
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such mortgage loans. CPR does not purport to be either a
historical description of the prepayment experience of any pool of mortgage
loans or a prediction of the anticipated rate of prepayment of any mortgage
loans.

     "Contributions Tax" means a tax on the trust fund equal to 100% of the
value of the contributed property.

     "Credit Support" means credit support provided by subordination of one or
more other classes of certificates in a series, cross-support provisions,
insurance or guarantees for the loans, letters of credit, insurance policies and
surety bonds, the establishment of one or more reserve funds or any combination
of the foregoing.

     "Crime Control Act" means the Comprehensive Crime Control Act of 1984.

     "Cut-off Date" means a day in the month of formation of the related trust
fund, as defined in the prospectus supplement.

     "Debt Service Coverage Ratio" means, with respect to a mortgage loan at any
given time, the ratio of the Net Operating Income for a twelve-month period to
the annualized scheduled payments on the mortgage loan.

     "Deferred Interest" means interest deferred by reason of negative
amortization.

     "Definitive Certificate" means a fully registered physical certificate.

     "Depositor" means Morgan Stanley Capital I Inc.

     "Determination Date" means the close of business on the date specified in
the related prospectus supplement.

     "Disqualifying Condition" means a condition, existing as a result of, or
arising from, the presence of Hazardous Materials on a mortgaged property, such
that the mortgage loan secured by the affected mortgaged property would be
ineligible, solely by reason of such condition, for purchase by FNMA under the
relevant provisions of FNMA's Multifamily Seller/Servicer Guide in effect as of
the date of initial issuance of the certificates of such series, including a
condition that would constitute a material violation of applicable federal state
or local law in effect as of their date of initial issuance of the certificates
of such series.

     "Distribution Date" means each of the dates on which distributions to
certificateholders are to be made.

     "DOL" means the United States Department of Department of Labor.

     "DTC" means the Depository Trust Company.

     "Due Period" means the period which will commence on the second day of the
month in which the immediately preceding Distribution Date occurs, or the day
after the Cut-off Date in the case of the first Due Period, and will end on the
first day of the month of the related Distribution Date.

     "Environmental Hazard Condition" means any condition or circumstance that
may give rise to an environmental claim.


                                      -123-



     "Equity Participations" means provisions entitling the lender to a share of
profits realized from the operation or disposition of a mortgaged property, as
described in the related prospectus supplement.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plans" means retirement plans and other employee benefit plans
subject to Title I of ERISA or Section 4975 of the Code.

     "Events of Default" means, with respect to the master servicer under the
Pooling Agreement, any one of the following events:

          o    any failure by the master servicer to distribute or cause to be
               distributed to certificateholders, or to remit to the trustee for
               distribution to certificateholders, any required payment;

          o    any failure by the master servicer duly to observe or perform in
               any material respect any of its other covenants or obligations
               under the Pooling Agreement which continues unremedied for thirty
               days after written notice of such failure has been given to the
               master servicer by the trustee or Morgan Stanley Capital I Inc.,
               or to the master servicer, Morgan Stanley Capital I Inc. and the
               trustee by the holders of certificates evidencing not less than
               25% of the Voting Rights;

          o    any breach of a representation or warranty made by the master
               servicer under the Pooling Agreement which materially and
               adversely affects the interests of certificateholders and which
               continues unremedied for thirty days after written notice of such
               breach has been given to the master servicer by the trustee or
               Morgan Stanley Capital I Inc., or to the master servicer, Morgan
               Stanley Capital I Inc. and the trustee by the holders of
               certificates evidencing not less than 25% of the Voting Rights;
               and

          o    certain events of insolvency, readjustment of debt, marshalling
               of assets and liabilities or similar proceedings and certain
               actions by or on behalf of the master servicer indicating its
               insolvency or inability to pay its obligations.

     "Excess Servicing" means servicing fees in excess of reasonable servicing
fees.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "FHLMC" means the Federal Home Loan Mortgage Corporation.

     "FNMA" means the Federal National Mortgage Association.

     "Government Securities" means direct obligations of the United States,
agencies thereof or agencies created thereby which are not subject to redemption
prior to maturity at the option of the issuer and are:

     (a) interest-bearing securities;

     (b) non-interest-bearing securities;

     (c) originally interest-bearing securities from which coupons representing
the right to payment of interest have been removed; or

     (d) interest-bearing securities from which the right to payment of
principal has been removed.

     "Index" means the source for determination of an interest rate, to be
defined, if applicable, in the related prospectus supplement.

     "Indirect Participants" means entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.


                                      -124-



     "Insurance Proceeds" means proceeds of rental interruption policies, if
any, insuring against losses arising from the failure of lessees under a lease
to make timely rental payments because of casualty events.

     "IRS" means the Internal Revenue Service.

     "Liquidation Proceeds" means all other amounts received and retained in
connection with the liquidation of defaulted mortgage loans in the trust fund,
by foreclosure or otherwise.

     "Lockout Date" means the expiration of the Lockout Period.

     "Lockout Period" means a period during which prepayments on a mortgage loan
are prohibited.

     "Market-to-Market Regulations" means the finalized IRS regulations which
provide that a REMIC Residual Certificate acquired after January 3, 1995 cannot
be marked to market.

     "Master Servicer" means an entity as named in the prospectus supplement.

     "MBS" means mortgage pass-through certificates or other mortgage backed
securities evidencing interests in or secured by one or more mortgage loans or
other certificates or securities.

     "MBS Agreement" means any servicing agreement, pooling agreement, trust
agreement, an indenture or similar agreement with respect to the MBS.

     "Mortgage" means a mortgage, deed of trust or other similar security
instrument.

     "Mortgage Loans" means the multifamily mortgage loans or the commercial
mortgage loans or both included in a trust fund. As used in this prospectus,
mortgage loans refers to both whole mortgage loans and mortgage loans underlying
MBS.

     "Mortgage Note" means a promissory note evidencing a respective mortgage
loan.

     "Mortgage Rate" means the interest rate for a mortgage loan which provides
for no accrual of interest or for accrual of interest thereon at an interest
rate that is fixed over its term or that adjusts from time to time, or that may
be converted from an adjustable to a fixed mortgage rate, or from a fixed to an
adjustable mortgage rate, from time to time pursuant to an election or as
otherwise specified on the related mortgage note, in each case as described in
the related prospectus supplement.

     "Multifamily Loans" means the loans relating to the Multifamily Properties.

     "Multifamily Properties" means residential properties consisting of five or
more rental or cooperatively-owned dwelling units in high-rise, mid-rise or
garden apartment buildings.

     "NCUA" means the National Credit Union Administration.

     "Net Operating Income" means, for any given period, to the extent set forth
in the related prospectus supplement, the total operating revenues derived from
a mortgaged property during that period, minus the total operating expenses
incurred in respect of the mortgaged property during that period other than:

          o    non-cash items such as depreciation and amortization;

          o    capital expenditures; and

          o    debt service on loans secured by the mortgaged property.

     "Nonrecoverable Advance" means an advance that is not ultimately
recoverable from Related Proceeds or from collections on other assets otherwise
distributable on Subordinate Certificates.


                                      -125-



     "Non-SMMEA Certificates" means Certificates not qualifying as "mortgage
related securities" for purposes of SMMEA.

     "Non-U.S.Person" means any person who is not a U.S. Person.

     "OCC" means the Office of the Comptroller of the Currency.

     "OID" means original issue discount.

     "OID Regulations" means the special rules of the Code relating to OID
(currently Code Sections 1271 through 1273 and 1275) and Treasury regulations
issued thereunder.

     "OTS" means the Office of Thrift Supervision.

     "Participants" means the participating organizations of DTC.

     "Pass-Through Rate" means the fixed, variable or adjustable rate per annum
at which any class of certificates accrues interest.

     "Payment Lag Certificates" means the REMIC Regular Certificates that
provide for payments of interest based on a period that corresponds to the
interval between Distribution Dates but that ends prior to each Distribution
Date.

     "Permitted Investments" means United States government securities and other
investment grade obligations specified in the Pooling Agreement.

     "Plans" means ERISA Plans and other plans subject to applicable federal,
state or local law materially similar to Title I of ERISA or Section 4975 of the
Code.

     "Pooling Agreement" means the Agreement under which certificates of a
series evidencing interests in a trust fund including Whole Loans will be
issued.

     "Pre-Issuance Accrued Interest" means interest that has accrued prior to
the issue date.

     "Prepayment Assumption" means the original yield to maturity of the grantor
trust certificate calculated based on a reasonable assumed prepayment rate for
the mortgage loans underlying the grantor trust certificates.

     "Prepayment Premium" means with respect to any Distribution Date, the
aggregate of all Yield Maintenance Payments, or Percentage Premiums, if any,
received during the related Collection Period in connection with Principal
Prepayments.

     "Prohibited Transactions Tax" means the tax the Code imposes on REMICs
equal to 100% of the net income derived from "prohibited transactions."

     "Purchase Price" means, with respect to any Whole Loan and to the extent
set forth in the related prospectus supplement, the amount that is equal to the
sum of the unpaid principal balance, plus unpaid accrued interest at the
mortgage rate from the date as to which interest was last paid to the due date
in the Due Period in which the relevant purchase is to occur, plus certain
servicing expenses that are reimbursable to the master servicer.

     "Rating Agency" means any of Fitch Ratings, Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services.

     "RCRA" means the Resource Conservation and Recovery Act.

     "Record Date" means the last business day of the month immediately
preceding the month in which the Distribution Date for a class of certificates
occurs.

     "Refinance Loans" means mortgage loans made to refinance existing loans.


                                      -126-



     "Related Proceeds" means related recoveries on the mortgage loans,
including amounts received under any form of Credit Support, for which advances
were made.

     "Relief Act" means the Servicemembers Civil Relief Act, as amended.

     "REMIC Certificates" means a certificate issued by a trust fund relating to
a series of certificate where an election is made to treat the trust fund as a
REMIC.

     "REMIC Provisions" means provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Internal Revenue Code of 1986,
as amended from time to time, and related provisions, and regulations (including
any proposed regulations) and rulings promulgated thereunder, as the foregoing
may be in effect from time to time.

     "REMIC Regular Certificates" means REMIC Certificates issued by the trust
fund that qualify as REMIC Certificates and are considered to be regular
interests.

     "REMIC Regular Certificateholders" means holders of REMIC Regular
Certificates.

     "REMIC Regulations" means the REMIC regulations promulgated by the Treasury
Department.

     "REMIC Residual Certificates" means the sole class of residual interests in
the REMIC.

     "REMIC Residual Certificateholders" means holders of REMIC Regular
Certificates.

     "REO Extension" means the extension of time the IRS grants to sell the
mortgaged property.

     "REO Tax" means a tax on "net income from foreclosure property," within the
meaning of Section 857(b)(4)(B) of the Code.

     "Restricted Group" means the Seller, depositor, any underwriter, any
servicer, the trustee, any insurer of the mortgage loans or MBS, any borrower
whose obligations under one or more mortgage loans constitute more than 5% of
the aggregate unamortized principal balance of the assets in the trust fund, or
any of their respective affiliates.

     "Retained Interest" means an interest in an asset which represents a
specified portion of the interest payable. The Retained Interest will be
deducted from borrower payments as received and will not be part of the related
trust fund.

     "RICO" means the Racketeer Influenced and Corrupt Organizations statute.

     "Senior Certificates" means certificates which are senior to one or more
other classes of certificates in respect of certain distributions on the
certificates.

     "Servicing Standard" means:

A. the standard for servicing the servicer must follow as defined by the terms
of the related Pooling Agreement and any related hazard, business interruption,
rental interruption or general liability insurance policy or instrument of
Credit Support included in the related trust fund as described in this
prospectus under "Description of Credit Support" and in the prospectus
supplement;

B. applicable law; and

C. the general servicing standard specified in the related prospectus supplement
or, if no such standard is so specified, its normal servicing practices.

     "Similar Law" means any federal, state or local law materially similar to
Title I of ERISA or Section 4975 of the Code.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SMMEA Certificates" means "mortgage related securities" for purposes of
SMMEA.


                                      -127-



     "Special Servicer" means an entity as named in the prospectus supplement.

     "Stripped ARM Obligations" means OID on grantor trust certificates
attributable to adjustable rate loans

     "Stripped Bond Certificates" means a class of grantor trust certificates
that represents the right to principal and interest, or principal only, on all
or a portion of the mortgage loans or MBS, if a trust fund is created with two
classes of grantor trust certificates.

     "Stripped Coupon Certificates" means a class of grantor trust certificates
that represents the right to some or all of the interest on a portion of the
mortgage loans or MBS, if a trust fund is created with two classes of grantor
trust certificates.

     "Stripped Interest Certificates" means certificates which are entitled to
interest distributions with disproportionately low, nominal or no principal
distributions.

     "Stripped Principal Certificates" means certificates which are entitled to
principal distributions with disproportionately low, nominal or no interest
distributions.

     "Subordinate Certificates" means certificates which are subordinate to one
or more other classes of certificates in respect of certain distributions on the
certificates.

     "Subservicer" means third-party servicers.

     "Subservicing Agreement" means a sub-servicing agreement between a master
servicer and a Subservicer.

     "Super-Premium Certificates" means certain REMIC Regular Certificates to be
issued at prices significantly exceeding their principal amounts or based on
notional principal balances.

     "Title V" means Title V of the depository Institutions Deregulation and
Monetary Control Act of 1980.

     "Trust Agreement" means the Agreement under certificates of a series
evidencing interests in a trust fund not including Whole Loans will be issued.

     "Trust Fund" means the trust fund created by the Agreement consisting
primarily of:

          o    Mortgage Loans

          o    MBS

          o    direct obligations of the United States, agencies thereof or
               agencies created thereby which are not subject to redemption
               prior to maturity at the option of the issuer and are (a)
               interest-bearing securities, (b) non-interest-bearing securities,
               (c) originally interest-bearing securities from which coupons
               representing the right to payment of interest have been removed,
               or (d) government securities, or

          o    a combination of mortgage loans, MBS and government securities.

     "Underlying MBS" means any mortgage participations, pass-through
certificates or other asset-backed certificates in which an MBS evidences an
interest or which secure an MBS.

     "Underlying Mortgage Loans" means the mortgage loans that secure, or the
interests in which are evidenced by, MBS.

     "U.S. Person" means a citizen or resident of the United States, a
corporation or a partnership organized in or under the laws of the United States
or any political subdivision thereof (other than a partnership that is not
treated as a U.S. Person under any applicable Treasury regulations), an estate
the income of which from sources outside the United States is included in gross
income for federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States or a trust if a court
within the United States is able to exercise


                                      -128-



primary supervision of the administration of the trust and one or more U.S.
Persons have the authority to control all substantial decisions of the trust. In
addition, certain trusts treated as U.S. Persons before August 20, 1996 may
elect to continue to be so treated to the extent provided in regulations.

     "Value" means,

     (a) the appraised value determined in an appraisal obtained by the
originator at origination of that loan, or

     (b) the lesser of

          o    the appraised value determined in an appraisal obtained at the
               time of origination of the Refinance Loan and

          o    the sales price for that property; or

     (c) the value as determined in accordance with another method specified in
the prospectus supplement, including without limitation by applying a
capitalization rate to underwritten net cash flow.

     "Warranting Party" means the person making representations and warranties.

     "Whole Loans" means the mortgage loans that are not Underlying Mortgage
Loans.


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