FREE WRITING PROSPECTUS
FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO.: 333-143623

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any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale.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

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the SEC 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 the 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 JULY 2, 2007,
MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE

PROSPECTUS SUPPLEMENT

(Free Writing Prospectus to Accompany Prospectus dated June 22, 2007)

$2,450,578,000 (Approximate)
Morgan Stanley Capital I Trust 2007-TOP27
as Issuing Entity
Morgan Stanley Capital I Inc.
as Depositor
Bear Stearns Commercial Mortgage, Inc.
Morgan Stanley Mortgage Capital Holdings LLC
Wells Fargo Bank, National Association
Principal Commercial Funding II, LLC
as Sponsors and Mortgage Loan Sellers

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-TOP27

The depositor is offering selected classes of its Series 2007-TOP27 Commercial Mortgage Pass-Through Certificates, which represent beneficial ownership interests in the Series 2007-TOP27 trust. The trust’s primary assets will be 225 fixed rate mortgage loans secured by first liens on 268 multifamily and commercial properties. Distributions on the certificates will be made on the 4^th business day following the 7^th day or, if that day is not a business day, the next succeeding business day, of each month commencing August 2007 in accordance with the priorities described in this prospectus supplement 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 prospectus supplement under ‘‘Description of the Offered Certificates — Distributions; Subordination; Allocation of Losses and Certain Expenses.’’ The Series 2007-TOP27 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.

Investing in the certificates offered to you involves risks. See ‘‘Risk Factors’’ beginning on page S-37 of this prospectus supplement and page 12 of the prospectus.

Characteristics of the certificates offered to you include:

Class			Approximate Initial Certificate Balance (1)						Approximate Initial Pass-Through Rate						Pass-Through Rate Description						Ratings (Fitch/S&P/DBRS)
Class A-1				$	93,700,000							%					(2	)					AAA/AAA/AAA
Class A-1A				$	287,920,000							%					(2	)					AAA/AAA/AAA
Class A-2				$	279,300,000							%					(2	)					AAA/AAA/AAA
Class A-3				$	137,400,000							%					(2	)					AAA/AAA/AAA
Class A-AB				$	112,300,000							%					(2	)					AAA/AAA/AAA
Class A-4				$	1,077,071,000							%					(2	)					AAA/AAA/AAA
Class A-M				$	272,286,000							%					(2	)					AAA/AAA/AAA
Class A-J				$	190,601,000							%					(2	)					AAA/AAA/AAA

(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 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. No changes in the statistical data will be made in the final prospectus supplement unless such changes are material.

(2)	The offered 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 or (iii) a rate equal to the weighted average net mortgage rate less a specified percentage, which percentage may be zero.

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

Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc., will act as co-lead managers and co-bookrunners with respect to the offered certificates.

MORGAN STANLEY BEAR, STEARNS & CO. INC.

July     , 2007

The information in this free writing prospectus is preliminary and is subject to
completion or change. The information in this free writing prospectus, if
conveyed prior to the time of your commitment to purchase, supersedes
information contained in any prior similar free writing prospectus relating to
these securities. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted. The securities referred to in this free
writing prospectus are being offered when, as and if issued. Our obligation to
sell securities to you is conditioned on the securities having the
characteristics described in this free writing prospectus. If that condition is
not satisfied, we will notify you, and neither the depositor nor any underwriter
will have any obligation to you to deliver all or any portion of the securities
which you have committed to purchase, and there will be no liability between us
as a consequence of the non-delivery.

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING 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 prospectus supplement, which
describes the specific terms of the certificates offered to you.

      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.

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

      All appendices, schedules and exhibits to this prospectus supplement are a
part of this prospectus supplement.

                         ------------------------------

                             EUROPEAN ECONOMIC AREA

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

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

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

      (c)   in any other circumstances which do not require the publication by
            the issuer of a prospectus pursuant to Article 3 of the Prospectus
            Directive.

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


                                       S-3



                                 UNITED KINGDOM

      Each underwriter has represented and agreed 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 of the Financial Services
and Markets Act 2000 ("FSMA")) received by it in connection with the issue or
sale of the certificates in circumstances in which Section 21(1) 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 the certificates in,
from or otherwise involving the United Kingdom.

                       NOTICE TO UNITED KINGDOM INVESTORS

      The distribution of this prospectus supplement if made by a person who is
not an authorized person under the FSMA, is being made only to, or directed only
at persons who (1) are outside the United Kingdom, or (2) have professional
experience in matters relating to investments, or (3) are persons falling within
Articles 49(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") or 19 (Investment Professionals) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together
being referred to as the "Relevant Persons"). This prospectus supplement must
not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this prospectus supplement relates,
including the offered certificates, is available only to Relevant Persons and
will be engaged in only with Relevant Persons.

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


                                       S-4



                                TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED
IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS .....................................................S-3
Executive Summary............................................................S-6
Summary of Prospectus Supplement.............................................S-8
     What You Will Own.......................................................S-8
     Relevant Parties and Dates.............................................S-10
     Offered Certificates...................................................S-15
     Information About The Mortgage Pool....................................S-21
     Additional Aspects of Certificates.....................................S-32
Risk Factors................................................................S-37
Transaction Parties.........................................................S-93
     The Sponsors, Mortgage Loan Sellers and Originators ...................S-93
     The Depositor.........................................................S-101
     The Issuing Entity....................................................S-101
     The Trustee and the Custodian.........................................S-103
     The Paying Agent, Certificate Registrar and Authenticating Agent .....S-106
     Master Servicer.......................................................S-107
     Primary Servicer......................................................S-109
     The Special Servicer..................................................S-109
Description of the Offered Certificates....................................S-112
     General...............................................................S-112
     Certificate Balances..................................................S-113
     Pass-Through Rates....................................................S-114
     Distributions.........................................................S-115
     Optional Termination..................................................S-127
     Advances..............................................................S-128
     Reports to Certificateholders; Available Information .................S-131
     Example of Distributions..............................................S-135
     Expected Final Distribution Date; Rated Final Distribution Date ......S-136
     Amendments to the Pooling and Servicing Agreement ....................S-136
     Evidence as to Compliance.............................................S-138
Yield, Prepayment and Maturity Considerations..............................S-138
     General...............................................................S-138
     Pass-Through Rates....................................................S-139
     Rate and Timing of Principal Payments.................................S-139
     Unpaid Distributable Certificate Interest.............................S-141
     Losses and Shortfalls.................................................S-141
     Relevant Factors......................................................S-141
     Weighted Average Life.................................................S-142
Description of the Mortgage Pool...........................................S-146
     General...............................................................S-146
     Material Terms and Characteristics of the Mortgage Loans .............S-147
     Assessments of Property Value and Condition ..........................S-158
     Environmental Insurance...............................................S-159
     Additional Mortgage Loan Information..................................S-160
     Standard Hazard Insurance.............................................S-163
     Sale of the Mortgage Loans............................................S-164
     Representations and Warranties........................................S-165
     Repurchases and Other Remedies........................................S-167
     Changes In Mortgage Pool Characteristics..............................S-168
     Mortgage Electronic Registration Systems..............................S-168
Servicing of the Mortgage Loans............................................S-168
     General...............................................................S-168
     Servicing of the A/B Mortgage Loans...................................S-171
     The Master Servicer...................................................S-176
     Events of Default.....................................................S-177
     The Special Servicer..................................................S-178
     The Operating Adviser.................................................S-180
     Mortgage Loan Modifications...........................................S-181
     Sale of Defaulted Mortgage Loans......................................S-182
     Foreclosures..........................................................S-182
Material Federal Income Tax Consequences...................................S-183
     General...............................................................S-183
     Original Issue Discount and Premium...................................S-185
     Prepayment Premiums and Yield Maintenance Charges ....................S-185
     Additional Considerations.............................................S-185
Certain Legal Aspects of Mortgage Loans....................................S-186
     New York..............................................................S-186
     Virginia..............................................................S-186
     California............................................................S-186
Certain ERISA Considerations...............................................S-187
     Plan Assets and Prohibited Transactions...............................S-187
     Special Exemption Applicable to the Offered Certificates .............S-187
     Insurance Company General Accounts....................................S-189
     General Investment Considerations.....................................S-189
Legal Investment...........................................................S-190
Legal Matters..............................................................S-190
Ratings....................................................................S-191
Glossary of Terms..........................................................S-192
APPENDIX I - Mortgage Pool
     Information (Tables), Loan Group 1
     (Tables) and Loan Group 2 (Tables)......................................I-1
APPENDIX II - Certain Characteristics
     of the Mortgage Loans..................................................II-1
APPENDIX III - Certain Characteristics
     of the Mortgage Loans in Loan Group 2.................................III-1
APPENDIX IV - Significant Loan
     Summaries..............................................................IV-1
APPENDIX V - Form of Statement to
     Certificateholders......................................................V-1
SCHEDULE A - Class A-AB Planned Principal
     Balance.................................................................A-1


                                       S-5



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

    27.000%      CLASS A-1      $    93,700,000          %             AAA/AAA/AAA             3.44%           3.39          1-56
------------------------------------------------------------------------------------------------------------------------------------
    27.000%      CLASS A-1A     $   287,920,000          %             AAA/AAA/AAA            10.57%           9.25         1-119
------------------------------------------------------------------------------------------------------------------------------------
    27.000%      CLASS A-2      $   279,300,000          %             AAA/AAA/AAA            10.26%           4.66         56-59
------------------------------------------------------------------------------------------------------------------------------------
    27.000%      CLASS A-3      $   137,400,000          %             AAA/AAA/AAA             5.05%           6.57         78-83
------------------------------------------------------------------------------------------------------------------------------------
    27.000%      CLASS A-AB     $   112,300,000          %             AAA/AAA/AAA             4.12%           6.35         59-110
------------------------------------------------------------------------------------------------------------------------------------
    27.000%      CLASS A-4      $ 1,077,071,000          %             AAA/AAA/AAA            39.56%           9.77        110-119
------------------------------------------------------------------------------------------------------------------------------------
    17.000%      CLASS A-M      $   272,286,000          %             AAA/AAA/AAA            10.00%           9.90        119-120
------------------------------------------------------------------------------------------------------------------------------------
    10.000%      CLASS A-J      $   190,601,000          %             AAA/AAA/AAA             7.00%           9.95        120-120
------------------------------------------------------------------------------------------------------------------------------------
    8.000%       CLASS B        $    54,457,000          %              AA/AA/AA               2.00%           10.10       120-132
------------------------------------------------------------------------------------------------------------------------------------
    6.875%       CLASS C        $    30,633,000          %           AA-/AA-/AA(low)           1.13%           13.69       132-176
------------------------------------------------------------------------------------------------------------------------------------
    5.750%       CLASS D        $    30,632,000          %                A/A/A                1.12%           14.61       176-176
------------------------------------------------------------------------------------------------------------------------------------
    4.875%       CLASS E        $    23,825,000          %            A-/A-/A(low)             0.87%           14.61       176-176
------------------------------------------------------------------------------------------------------------------------------------
    4.000%       CLASS F        $    23,825,000          %         BBB+/BBB+/BBB(high)         0.87%           14.61       176-176
------------------------------------------------------------------------------------------------------------------------------------
    2.875%       CLASS G        $    30,632,000          %             BBB/BBB/BBB             1.12%           14.61       176-176
------------------------------------------------------------------------------------------------------------------------------------
    2.000%       CLASS H        $    23,825,000          %         BBB-/BBB-/BBB(low)          0.87%           14.61       176-176
------------------------------------------------------------------------------------------------------------------------------------
      ----       CLASS J-P      $    54,458,021          %                 ----                ----             ----         ----
------------------------------------------------------------------------------------------------------------------------------------
      ----       CLASS X        $ 2,722,865,021          %             AAA/AAA/AAA             ----             ----         ----
------------------------------------------------------------------------------------------------------------------------------------


o     The notional amount of the Class X Certificates initially will be
      $2,722,865,021. The Class X Certificates are not offered pursuant to the
      prospectus and this prospectus supplement. Any information provided in
      this prospectus supplement regarding the characteristics of these
      certificates is provided only to enhance your understanding of the offered
      certificates.

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-3, Class
      A-AB and Class A-4 Certificates represent the approximate credit support
      for the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-AB and Class
      A-4 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. No changes in the statistical data will be
      made in the final prospectus supplement unless such changes are material.

o     The Class X, 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 and Class P
      Certificates are not offered pursuant to this prospectus supplement. We
      sometimes refer to these certificates collectively as the "privately
      offered certificates."

o     For purposes of making distributions to the Class A-1, Class A-1A, Class
      A-2, 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. Loan group 1 will consist of 197 mortgage loans,
      representing approximately 89.4% of the initial outstanding pool balance.
      Loan group 2 will consist of 28 mortgage loans, representing approximately
      10.6% of the initial outstanding pool balance, and approximately 95.6% of
      the principal balance of all the mortgage loans secured by multifamily and
      manufactured housing community 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-3, Class A-AB, Class A-4 and Class X
      Certificates, interest distributions on the Class A-1, Class A-2, 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 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-3, Class A-AB, Class A-4 or Class X
      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-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 1 until
      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 2 until the certificate principal balance of
      the Class A-4 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 P Certificates have been reduced to zero,
      distributions of principal collected or advanced in respect of the pool of


                                       S-6



      mortgage loans will be distributed to the Class A-1, Class A-1A, Class
      A-2, Class A-3, Class A-AB and Class A-4 Certificates, pro rata, without
      regard to loan group.

o     The offered 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 or (iii) a rate equal to
      the weighted average net mortgage rate less a specified percentage, which
      percentage may be zero.

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 defaults or
      subsequent 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) 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     Each Class P Certificate is an investment unit consisting of a REMIC
      regular interest and beneficial ownership of certain excess interest in
      respect of mortgage loans having anticipated repayment dates.

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     The Class AW34 Certificates (together with the Class R-I Certificates)
      will also be issued by the trust, and represent beneficial ownership of
      amounts received in respect of the 330 West 34th Street Mortgage Loan,
      which is part of the trust, but does not serve as collateral for any of
      the offered certificates. The Class AW34 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.

[ ]   Offered certificates.

[ ]   Certificates not offered pursuant to this prospectus supplement.


                                       S-7



                        SUMMARY OF PROSPECTUS SUPPLEMENT

      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
CERTIFICATES OFFERED PURSUANT TO THIS PROSPECTUS SUPPLEMENT, WHICH WE GENERALLY
REFER TO AS 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 us 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 225 fixed rate mortgage loans
                                            secured by first mortgage liens on 268 commercial, manufactured
                                            housing community and multifamily properties.

                                            Although the 330 West 34th Street Mortgage Loan is an asset of the
                                            trust, for purposes of the information contained in this prospectus
                                            supplement (including the appendices hereto) unless otherwise stated,
                                            the 330 West 34th Street Mortgage Loan is not reflected and the term
                                            "mortgage loan" does not include the 330 West 34th Street Mortgage
                                            Loan and the term "property" does not include the property related to
                                            the 330 West 34th Street Mortgage Loan and the term "certificates"
                                            does not include the Class AW34 Certificates because that loan serves
                                            as collateral for only the Class AW34 Certificates, which
                                            certificates are not being offered pursuant to this prospectus
                                            supplement.

TITLE OF CERTIFICATES.....................  Commercial Mortgage Pass-Through Certificates, Series 2007-TOP27.

MORTGAGE POOL.............................  The mortgage pool consists of 225 mortgage loans with an aggregate
                                            principal balance of all mortgage loans as of the cut-off date, of
                                            approximately $2,722,865,021, which may vary on the closing date 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.

                                            As of the cut-off date, the balances of the mortgage loans in the
                                            mortgage pool ranged from approximately $659,403 to approximately
                                            $220,000,000 and the mortgage loans had an approximate average balance
                                            of $12,101,622.

                                            For purposes of calculating distributions on certain classes of
                                            certificates, the mortgage loans in the mortgage pool 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 other than
                                            twenty-three (23) mortgage loans that are secured by multifamily
                                            properties and five (5) mortgage loans that are secured by
                                            manufactured housing community properties. Loan group 1 will consist
                                            of one hundred ninety-seven (197) mortgage loans, with an initial
                                            outstanding loan group 1 balance of $2,434,944,951, which may



                                       S-8





                                            vary up to 5%. Loan group 1 represents approximately 89.4% of the
                                            initial outstanding pool balance.

                                            Loan group 2 will consist of twenty-three (23) of the mortgage loans
                                            that are secured by multifamily properties and five (5) mortgage
                                            loans that are secured by manufactured housing community properties
                                            and have an initial outstanding loan group 2 balance of
                                            $287,920,070. Loan group 2 represents approximately 10.6% of the
                                            initial outstanding pool balance and approximately 95.6% of the
                                            principal balance of all the mortgage loans secured by multifamily
                                            and manufactured housing community.

                                            As of the cut-off date, the balances of the mortgage loans in loan
                                            group 1 ranged from approximately $659,403 to approximately
                                            $220,000,000 and the mortgage loans in loan group 1 had an approximate
                                            average balance of $12,360,127. As of the cut-off date, the balances
                                            of the mortgage loans in loan group 2 ranged from approximately
                                            $1,350,000 to approximately $40,000,000 and the mortgage loans in loan
                                            group 2 had an approximate average balance of $10,282,860.

                                            The transfers of the mortgage loans from the mortgage loan sellers to
                                            the depositor and from the depositor to the issuing entity in
                                            exchange for the certificates are illustrated below:

                                                   [GRAPHIC OMITTED]



                                       S-9





                                            RELEVANT PARTIES AND DATES

ISSUING ENTITY............................  Morgan Stanley Capital I Trust 2007-TOP27, a New York common law
                                            trust, will issue the certificates. The trust will be formed
                                            pursuant to the pooling and servicing agreement among the depositor,
                                            the master servicer, 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 Holdings LLC, successor-in-interest
                                            by merger to 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 SERVICER...........................  Wells Fargo Bank, National Association, a national banking
                                            association, will act as master servicer with respect to all of the
                                            mortgage loans in the trust (except that the servicing duties with
                                            respect to the non-serviced mortgage loans, if any, will be limited
                                            as described in this prospectus supplement). Wells Fargo will
                                            acquire the right to master service the mortgage loans that are sold
                                            to the trust by the other sponsors as a result of entering into
                                            servicing rights purchase agreements with such sponsors. See
                                            "Servicing of the Mortgage Loans--General" and "Transaction
                                            Parties--Master Servicer" in this prospectus supplement. The master
                                            servicer 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 servicer 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 for Wells Fargo Bank, National
                                            Association will range, on a loan-by-loan basis, from 0.01% per annum
                                            to 0.02% per annum. In addition, the master 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.

PRIMARY SERVICERS.........................  Principal Global Investors, LLC will act as primary servicer with
                                            respect to those mortgage loans, representing 12.0% of the initial
                                            outstanding pool balance, sold to the trust by Principal Commercial
                                            Funding II, LLC. Principal Global Investors, LLC is the parent of



                                      S-10





                                            Principal Commercial Funding, LLC, which owns a 49% interest in
                                            Principal Commercial Funding II, LLC. In addition, Wells Fargo Bank,
                                            National Association will act as primary servicer with respect to
                                            those mortgage loans sold to the trust by Wells Fargo Bank, National
                                            Association, Bear Stearns Commercial Mortgage, Inc. and Morgan
                                            Stanley Mortgage Capital Holdings LLC. See "Servicing of the
                                            Mortgage Loans--General" and "Transaction Parties--Primary Servicer" in
                                            this prospectus supplement. Each of Principal Global Investors, LLC
                                            and Wells Fargo Bank, National Association will be entitled to
                                            receive a primary servicing fee on each mortgage loan for which it is
                                            the primary servicer in an amount equal to the product of the
                                            applicable primary servicing fee rate and the scheduled principal
                                            balance of the applicable mortgage loan immediately before the
                                            related due date (prorated for the number of days during the calendar
                                            month for that mortgage loan for which interest actually accrues on
                                            that mortgage loan). The primary servicing fee is payable only from
                                            collections on the related mortgage loan. The primary servicing fee
                                            rate for Principal Global Investors, LLC is 0.01% per annum. The
                                            primary servicing fee rate (including the rates at which any
                                            subservicing fees accrue) for Wells Fargo Bank, National Association
                                            will range, on a loan-by-loan basis, from 0.01% per annum to 0.10%
                                            per annum.

SPECIAL SERVICER..........................  Centerline Servicing Inc. (formerly known as ARCap Servicing, Inc.),
                                            a Delaware corporation, will act as special servicer with respect to
                                            all of the mortgage loans in the trust (except that the special
                                            servicing duties with respect to the non-serviced mortgage loans, if
                                            any, will be limited as described in this prospectus supplement).
                                            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 its 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.

                                            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
                                            for that month, and the scheduled principal balance of each specially
                                            serviced mortgage loan.

                                            The liquidation fee means, generally, 1.0% of the liquidation
                                            proceeds received in connection with a final disposition of a
                                            specially serviced mortgage loan 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) including in connection with a
                                            repurchase of an A Note by the holder of the related B Note, unless
                                            otherwise provided in the related intercreditor agreement.

                                            The workout fee is a fee payable with respect to any rehabilitated
                                            mortgage loan (which means a specially serviced mortgage loan as to
                                            which three consecutive scheduled payments have been made, there is



                                      S-11





                                            no other event causing it to constitute a specially serviced mortgage
                                            loan, and certain other conditions have been met), serviced companion
                                            mortgage loan or B Note, equal to 1.0% 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, serviced companion mortgage loan or B Note 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.

TRUSTEE AND CUSTODIAN.....................  LaSalle Bank National Association, a national banking association,
                                            will act as trustee of the trust on behalf of the Series 2007-TOP27
                                            certificateholders and as custodian. See "Transaction Parties--The
                                            Trustee" in this prospectus supplement. In addition, the trustee
                                            will be primarily responsible for back-up advancing if the master
                                            servicer fails to perform its advancing obligations. Following the
                                            transfer of the underlying mortgage loans (including the 330 West
                                            34th Street Mortgage Loan) 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 0.0009% 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. A portion of the
                                            trustee fee is payable to the paying agent.

PAYING AGENT..............................  Wells Fargo Bank, National Association will act as the paying agent,
                                            certificate registrar and authenticating agent for the certificates.
                                            Wells Fargo Bank, National Association is also the master servicer, a
                                            sponsor and a mortgage loan seller. 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.

OPERATING ADVISER.........................  The holders of certificates representing more than 50% of the
                                            aggregate certificate balance of the most subordinate class of
                                            certificates (other than the Class AW34 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;
                                            provided, that with respect to any A/B Mortgage Loan, a holder of the
                                            related B Note will, to the extent set forth in the related
                                            intercreditor agreement, instead be entitled to the rights and powers
                                            granted to the operating adviser under the pooling and servicing
                                            agreement to the extent such rights and powers relate to the related
                                            A/B Mortgage Loan (but only so long as the holder of the related B
                                            Note is the directing holder). The initial operating adviser will be
                                            Centerline REIT Inc. (formerly known as ARCap REIT, Inc.), an
                                            affiliate of the special servicer.



                                      S-12





SPONSORS..................................  Bear Stearns Commercial Mortgage, Inc., a New York corporation,
                                            Morgan Stanley Mortgage Capital Holdings LLC, successor-in-interest by
                                            merger to Morgan Stanley Mortgage Capital Inc., a New York limited
                                            liability company, Wells Fargo Bank, National Association, a national
                                            banking association, and Principal Commercial Funding II, LLC, a
                                            Delaware corporation, are sponsors of this transaction. As sponsors,
                                            Bear Stearns Commercial Mortgage, Inc., Morgan Stanley Mortgage
                                            Capital Holdings LLC, Wells Fargo Bank, National Association, and
                                            Principal Commercial Funding II, 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. Bear Stearns Commercial Mortgage, Inc. is an affiliate
                                            of Bear, Stearns & Co. Inc., one of the underwriters. Morgan Stanley
                                            Mortgage Capital Holdings LLC is an affiliate of the depositor and
                                            Morgan Stanley & Co. Incorporated, one of the underwriters. Wells
                                            Fargo Bank, National Association is also the master servicer, paying
                                            agent, certificate registrar and authenticating agent with respect to
                                            the mortgage loans and the trust. Principal Global Investors, LLC,
                                            the primary servicer with respect to those mortgage loans sold to the
                                            trust by Principal Commercial Funding II, LLC, is the parent of
                                            Principal Commercial Funding, LLC, which owns a 49% interest in
                                            Principal Commercial Funding II, LLC. See "Transaction Parties--The
                                            Sponsors, Mortgage Loan Sellers and Originators" in this prospectus
                                            supplement.

MORTGAGE LOAN SELLERS.....................  Bear Stearns Commercial Mortgage, Inc., will sell us sixty-two (62)
                                            mortgage loans (which includes sixty (60) mortgage loans in loan
                                            group 1 and two (2) mortgage loans in loan group 2), representing
                                            40.4% of the initial outstanding pool balance (and representing 44.3%
                                            of the initial outstanding loan group 1 balance and 7.5% of the
                                            initial outstanding loan group 2 balance).

                                            Morgan Stanley Mortgage Capital Holdings LLC, will sell us
                                            seventy-one (71) mortgage loans (which includes fifty-eight (58)
                                            mortgage loans in loan group 1 and thirteen (13) mortgage loans in
                                            loan group 2), representing 26.9% of the initial outstanding pool
                                            balance (and representing 24.7% of the initial outstanding loan group
                                            1 balance and 46.1% of the initial outstanding loan group 2 balance).

                                            Wells Fargo Bank, National Association, will sell us fifty-two (52)
                                            mortgage loans (which includes forty-three (43) mortgage loans in loan
                                            group 1 and nine (9) mortgage loans in loan group 2), representing
                                            20.7% of the initial outstanding pool balance (and representing 19.6%
                                            of the initial outstanding loan group 1 balance and 29.8% of the
                                            initial outstanding loan group 2 balance).

                                            Principal Commercial Funding II, LLC, will sell us forty (40)
                                            mortgage loans (which includes thirty-six (36) mortgage loans in loan
                                            group 1 and four (4) mortgage loans in loan group 2), representing
                                            12.0% of the initial outstanding pool balance (and representing 11.4%
                                            of the initial outstanding loan group 1 balance and 16.6% of the
                                            initial outstanding loan group 2 balance).



                                      S-13





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

ORIGINATORS...............................  Each mortgage loan seller or its affiliate originated or acquired 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..............................  Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. Morgan
                                            Stanley & Co. Incorporated is an affiliate of Morgan Stanley Mortgage
                                            Capital Holdings LLC, one of the sponsors, and of the depositor.
                                            Bear, Stearns & Co. Inc. is an affiliate of Bear Stearns Commercial
                                            Mortgage, Inc., one of the sponsors.

CUT-OFF DATE..............................  July 1, 2007. For purposes of the information contained in this
                                            prospectus supplement (including the appendices to this prospectus
                                            supplement), scheduled payments due in July 2007 with respect to
                                            mortgage loans not having payment dates on the first day of each
                                            month have been deemed received on July 1, 2007, not the actual day
                                            on which such scheduled payments were due.

CLOSING DATE..............................  On or about July 31, 2007.

DETERMINATION DATE........................  The 7th day of each month, or, if the 7th day is not a business day,
                                            the next succeeding business day, commencing in August 2007.

DISTRIBUTION DATE.........................  The 4th business day after the related determination date, commencing
                                            in August 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                           March 2012
                                            ---------------------------------------------------------------------
                                                      Class A-1A                          June 2017
                                            ---------------------------------------------------------------------
                                                      Class A-2                           June 2012
                                            ---------------------------------------------------------------------
                                                      Class A-3                           June 2014
                                            ---------------------------------------------------------------------
                                                      Class A-AB                        September 2016
                                            ---------------------------------------------------------------------
                                                      Class A-4                           June 2017
                                            ---------------------------------------------------------------------
                                                      Class A-M                           July 2017
                                            ---------------------------------------------------------------------
                                                      Class A-J                           July 2017
                                            ---------------------------------------------------------------------

                                            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."  Any mortgage loans with anticipated
                                            repayment dates are assumed to repay in full on those dates. The
                                            actual final



                                      S-14





                                            distribution date for any class may be earlier or later (and could be
                                            substantially later) than the expected final distribution date.

RATED FINAL DISTRIBUTION DATE.............  As to each class of certificates (other than the Class AW34
                                            Certificates), the distribution date in June 2042, which is the first
                                            distribution date that follows, by at least 60 months, the maturity
                                            date for the mortgage loan having an anticipated repayment date that,
                                            as of the cut-off date, has the latest final maturity date.

                                            OFFERED CERTIFICATES

GENERAL...................................  We are offering the following eight (8) classes of our Series
                                            2007-TOP27 Commercial Mortgage Pass-Through Certificates:

                                            o   Class A-1

                                            o   Class A-1A

                                            o   Class A-2

                                            o   Class A-3

                                            o   Class A-AB

                                            o   Class A-4

                                            o   Class A-M

                                            o   Class A-J

                                            The entire series will consist of a total of twenty-seven (27)
                                            classes, the following nineteen (19) of which are not being offered
                                            by this prospectus supplement and the accompanying prospectus: Class
                                            X, 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
                                            AW34, Class R-I, Class R-II and Class R-III.

CERTIFICATE BALANCE.......................  Your certificates will have the approximate aggregate initial
                                            certificate balance presented on the cover page of this prospectus
                                            supplement, and this balance 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 this 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. No changes in the statistical data will be made in the
                                            final prospectus supplement unless such changes are material.

                                            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 the certificate balance of that class.

                                            The Class X Certificates, which are private certificates, will not
                                            have a certificate balance; this class of certificates will instead
                                            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 Certificates will be equal to the
                                            aggregate of the certificate balances of the classes of certificates
                                            (other than the Class X, Class AW34, Class R-I, Class R-II and Class
                                            R-III Certificates) outstanding



                                      S-15





                                            from time to time. Any information provided in this prospectus
                                            supplement regarding the characteristics of the Class X Certificates,
                                            which are not offered pursuant to this prospectus supplement, is
                                            provided only to enhance your understanding of the offered
                                            certificates.

                                            Accordingly, the notional amount of the Class X Certificates will be
                                            reduced on each distribution date by any distributions of principal
                                            actually made on, and any losses actually allocated to the
                                            certificate balance of, any class of certificates (other than the
                                            Class X, Class AW34, Class R-I, Class R-II and Class R-III
                                            Certificates) outstanding from time to time.

PASS-THROUGH RATES........................  Your certificates will accrue interest at an annual rate called a
                                            pass-through rate. The approximate initial pass-through rates for
                                            each class of offered certificates are set forth on the cover page of
                                            this prospectus supplement.

                                            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 offered 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 or (iii) a rate
                                            equal to the weighted average net mortgage rate less a specified
                                            percentage, which percentage may be 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, any excess servicing fee
                                            rate, the primary servicing fee rate, and the trustee fee rate. The
                                            relevant weighting is based upon the respective 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 will not include
                                            any default interest rate. The mortgage loan interest rates 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.

                                            The pass-through rate applicable to the Class X Certificates for the
                                            initial distribution date will equal approximately           % per
                                            annum. The pass-through rate applicable to the Class X Certificates
                                            for each distribution date will equal the weighted average of the
                                            respective Class X Strip Rates at which interest accrues from time to
                                            time on the respective components of the total notional amount of the
                                            Class X Certificates outstanding immediately prior to the related
                                            distribution date (weighted on the basis of the respective balances
                                            of those components outstanding immediately prior to that
                                            distribution date). Each of those components will equal the
                                            certificate balance of one of the classes of Certificates with a
                                            principal balance.



                                      S-16





                                            The applicable Class X 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 the
                                            related class of Certificates with a principal balance. Under no
                                            circumstances will any Class X Strip Rate be less than zero.

                                            The Class B, Class C, Class D, Class E, Class F, Class G and Class H
                                            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 or (iii) a rate equal to
                                            the weighted average net mortgage rate less a specified percentage,
                                            which percentage may be zero. The Class J, Class K, Class L, Class
                                            M, Class N, Class O and Class P Certificates will, at all times,
                                            accrue interest at a per annum rate equal to the lesser of         %
                                            and the weighted average net mortgage rate.

DISTRIBUTIONS

     A.  AMOUNT AND ORDER
            OF DISTRIBUTIONS..............  On each distribution date, you will be entitled to receive interest
                                            and principal distributed from funds available for distribution from
                                            the mortgage loans. These distributions may be based on amounts
                                            relating to mortgage loans in loan group 1, mortgage loans in loan
                                            group 2 or a combination of these loan groups, as described further
                                            in this prospectus supplement. Funds available for distribution to
                                            the certificates will be net of excess interest, excess liquidation
                                            proceeds and specified trust expenses, including all servicing fees,
                                            trustee fees and related compensation. Distributions to you will be
                                            in an amount equal to your certificate's interest and principal
                                            entitlement, subject to:

                                            (i)   payment of the respective interest entitlement for any class of
                                                  certificates bearing an earlier alphabetical designation (except
                                                  in respect of the distribution of interest among the Class A-1,
                                                  Class A1-A, Class A-2, Class A-3, Class A-AB, Class A-4 and
                                                  Class X Certificates, which will have the same senior priority
                                                  and be distributed pro rata and except that distributions to the
                                                  Class A-M Certificates will be paid after distributions to the
                                                  foregoing classes and except that the Class A-J Certificates
                                                  will be paid after distributions to the Class A-M Certificates),
                                                  and

                                            (ii)  if applicable, payment of the respective principal entitlement
                                                  for the distribution date to the outstanding classes of
                                                  certificates having an earlier alphabetical designation (and, in
                                                  the case of the Class A-1/Class A-1A, Class A-2, Class A-3,
                                                  Class A-AB and Class A-4 Certificates, generally in that order
                                                  and with respect to principal from the mortgage loans in loan
                                                  group 1 or loan group 2, as applicable, as more fully described
                                                  in this prospectus supplement) until the principal balance of
                                                  each such class has been reduced to zero; provided, however,
                                                  that the Class A-AB Certificates have certain priority with
                                                  respect to reducing the principal balance of those certificates
                                                  to their planned principal balance, as described in this
                                                  prospectus supplement; and provided that the Class A-M
                                                  Certificates receive distributions of principal only after
                                                  distributions of principal are made to the Class A-1, Class
                                                  A-1A, Class A-2, Class A-3, Class A-AB and Class A-4
                                                  Certificates and that the Class A-J Certificates receive
                                                  distributions



                                      S-17





                                                  of principal only after distributions are made to the Class A-M
                                                  Certificates.

                                            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.

                                            Generally, the Class A-1, Class A-2, Class A-3, Class A-AB and Class
                                            A-4 Certificates will have priority with respect to payments received
                                            in respect of mortgage loans included in loan group 1. Generally,
                                            the Class A-1A Certificates will have priority with respect to
                                            payments received in respect of mortgage loans included in loan group
                                            2.

     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 one
                                            full month's interest at the pass-through rate on your certificate's
                                            principal balance. In addition, the right of the master servicer,
                                            the special servicer and the trustee to reimbursement for payment of
                                            nonrecoverable 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 R-I, Class R-II, Class R-III and Class X Certificates will
                                            not be entitled to principal distributions. The amount of principal
                                            required to be distributed on the classes entitled to principal
                                            (other than the Class AW34 Certificates) 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, for example
                                                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."



                                      S-18





     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 Certificates, on the one hand and the
                                            classes of certificates entitled to principal, on the other hand, is
                                            described in "Description of the Offered Certificates--Distributions"
                                            in this prospectus supplement.

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 excess liquidation
                                            proceeds and certain excess interest in connection with any mortgage
                                            loan having an anticipated repayment date) on any distribution date
                                            is depicted in descending order. The manner in which mortgage loan
                                            losses (including interest losses other than losses with respect to
                                            certain excess interest in connection with any mortgage loan having
                                            an anticipated repayment date) are allocated is depicted in ascending
                                            order.

                                                                  -------------------------------
                                                                      Class A-l, Class A-1A*,
                                                                    Class A-2, Class A-3, Class
                                                                    A-AB**, Class A-4 and Class
                                                                               X***
                                                                  -------------------------------
                                                                                 |
                                                                                 |
                                                                  -------------------------------

                                                                             Class A-M

                                                                  -------------------------------
                                                                                 |
                                                                                 |
                                                                  -------------------------------

                                                                             Class A-J

                                                                  -------------------------------
                                                                                 |
                                                                                 |
                                                                  -------------------------------

                                                                            Classes B-P

                                                                  -------------------------------

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

                                            *The Class A-1A Certificates generally 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-3, Class A-AB and
                                            Class A-4 Certificates generally have a priority entitlement to
                                            principal payments received in respect of mortgage loans included in
                                            loan group 1. See "Description of the Offered
                                            Certificates--Distributions" in this prospectus supplement.

                                            **The Class A-AB Certificates have priority with respect to receiving
                                            distributions of principal from the portion of those amounts
                                            attributable to loan group 1 and, after the principal balance of the
                                            Class A-1A



                                      S-19





                                            Certificates has been reduced to zero, the portion of those amounts
                                            attributable to loan group 2, in either case, to reduce the
                                            Certificate Balance of the Class A-AB Certificates to the Planned
                                            Principal Balance, as described in this prospectus supplement.

                                            ***Interest only certificates. No principal payments or realized
                                            loan losses in respect of principal will be allocated to the Class X
                                            Certificates. However, any mortgage loan losses will reduce the
                                            notional amount of the Class X Certificates.

     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. Among the causes of these shortfalls
                                            are the following:

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

                                            o   shortfalls resulting from interest on advances made by the
                                                master 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 the master servicer to offset those
                                            shortfalls) will be allocated to each class of certificates in
                                            accordance with their respective interest entitlements as described
                                            in this prospectus supplement.



                                      S-20





                                          INFORMATION ABOUT THE MORTGAGE POOL

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. With respect to mortgage loans not having due dates on
                                            the first day of each month, scheduled payments due in July 2007 have
                                            been deemed received on July 1, 2007.

                                            When information presented in this prospectus supplement with respect
                                            to mortgaged properties is expressed as a percentage of the initial
                                            pool balance, the percentages are based upon the cut-off date
                                            principal balances of the related mortgage loans or, with respect to
                                            an individual property securing a multi-property mortgage loan, the
                                            portions of those loan balances allocated to such properties. The
                                            allocated loan amount for each mortgaged property securing a
                                            multi-property mortgage loan is set forth on Appendix II to this
                                            prospectus supplement.

     B.  PRINCIPAL BALANCES...............  The trust's primary assets will be two hundred twenty-five (225)
                                            mortgage loans (which include 197 mortgage loans in loan group 1 and
                                            28 mortgage loans in loan group 2) with an aggregate principal
                                            balance as of the cut-off date of approximately $2,722,865,021 (which
                                            includes $2,434,944,951 in loan group 1 and $287,920,070 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% on the
                                            closing date. As of the cut-off date, the principal balance of the
                                            mortgage loans in the mortgage pool ranged from approximately
                                            $659,403 to approximately $220,000,000 (and the balances of the
                                            mortgage loans ranged from $659,403 to $220,000,000 in loan group 1
                                            and from $1,350,000 to $40,000,000 in loan group 2) and the mortgage
                                            loans had an approximate average balance of $12,101,622 (and an
                                            approximate average balance of $12,360,127 in loan group 1 and
                                            $10,282,860 in loan group 2).

     C.  FEE SIMPLE/LEASEHOLD.............  Two hundred sixty (260) mortgaged properties, securing mortgage loans
                                            representing 97.2% of the initial outstanding pool balance (which
                                            include two hundred thirty-two (232) mortgaged properties in loan
                                            group 1, securing mortgage loans representing 96.9% of the initial
                                            outstanding loan group 1 balance, and twenty-eight (28) 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 those
                                            mortgaged properties.

                                            Six (6) mortgaged properties, securing mortgage loans representing
                                            1.8% of the initial outstanding pool balance (and representing 2.0% 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 those mortgaged
                                            properties.

                                            Two (2) mortgaged properties, securing mortgage loans representing
                                            1.0% of the initial outstanding pool balance (and representing 1.1% of
                                            the initial outstanding loan group 1 balance), are subject to a
                                            mortgage,



                                      S-21





                                            deed of trust or similar security instrument that creates a first
                                            mortgage lien on a fee interest in a portion of those mortgaged
                                            properties and a leasehold interest in the remaining portion of those
                                            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.

                                            ---------------------------------------------------------------------
                                            Property Type                         Percentage of      Number of
                                                                               Initial Outstanding   Mortgaged
                                                                                  Pool Balance       Properties
                                            ---------------------------------------------------------------------
                                            Retail                                    43.9%             141
                                            ---------------------------------------------------------------------
                                            Office                                    23.7%             35
                                            ---------------------------------------------------------------------
                                            Multifamily                               10.1%             24
                                            ---------------------------------------------------------------------
                                            Hospitality                               9.7%              18
                                            ---------------------------------------------------------------------
                                            Industrial                                7.5%              23
                                            ---------------------------------------------------------------------
                                            Other                                     1.9%               7
                                            ---------------------------------------------------------------------
                                            Self Storage                              1.2%               9
                                            ---------------------------------------------------------------------
                                            Mixed Use                                 1.1%               6
                                            ---------------------------------------------------------------------
                                            Manufactured Housing Community            0.9%               5
                                            ---------------------------------------------------------------------

                                            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 aggregate principal balance of the mortgage loans secured by
                                            mortgaged properties located in the five (5) geographic areas with
                                            the highest concentrations of mortgaged properties, are as described
                                            in the table below:

                                            ---------------------------------------------------------------------
                                                                                  Percentage of      Number of
                                                                               Initial Outstanding   Mortgaged
                                            Geographic Area                       Pool Balance       Properties
                                            ---------------------------------------------------------------------
                                            New York                                  20.2%             23
                                            ---------------------------------------------------------------------
                                            Virginia                                  13.2%             20
                                            ---------------------------------------------------------------------
                                            California                                13.1%             46
                                            ---------------------------------------------------------------------
                                                 Southern                             7.9%              31
                                            ---------------------------------------------------------------------
                                                 Northern                             5.2%              15
                                            ---------------------------------------------------------------------
                                            Maryland                                  6.5%              13
                                            ---------------------------------------------------------------------
                                            Ohio                                      6.1%              7
                                            ---------------------------------------------------------------------



                                      S-22





                                            The remaining mortgaged properties are located throughout thirty-six
                                            (36) other states and the U.S. Virgin Islands. None of these
                                            property locations has a concentration of mortgaged properties that
                                            represents security for more than 4.3% of the initial outstanding
                                            pool balance, as of the cut-off date. Northern California includes
                                            areas with zip codes above 93600 and Southern California includes
                                            areas with zip codes of 93600 and below.

                                            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 had the following
                                             characteristics:

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

                                            o   Fifteen (15) 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 ten (10) groups of mortgage loans exclusively in
                                                loan group 1, representing 26.7% of the initial loan group 1
                                                balance, four (4) groups of mortgage loans exclusively in loan
                                                group 2, representing 54.4% of the initial loan group 2 balance
                                                and one (1) group of mortgage loans in loan group 1 and loan
                                                group 2, representing 14.1% and 6.5% of the initial loan group 1
                                                balance and initial loan group 2 balance, respectively). Of
                                                these fifteen (15) groups, the three (3) largest groups
                                                represent 13.3%, 6.3% and 5.1%, respectively, of the initial
                                                outstanding pool balance. See Appendix II attached to this
                                                prospectus supplement. The related borrower concentrations of
                                                the three (3) largest groups exclusively in loan group 1
                                                represent 7.0%, 5.7% and 4.5%, respectively, of the initial
                                                outstanding loan group 1 balance and the three (3) groups
                                                exclusively in loan group 2 represent 19.8%, 17.7% and 11.3%;

                                            o   One hundred two (102) mortgaged properties, securing mortgage
                                                loans representing 22.8% of the initial outstanding pool balance
                                                (and representing 25.5% of the initial outstanding loan group 1
                                                balance) are each 100% leased to a single tenant;

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

                                            o   Fixed periodic payments on the mortgage loans are generally
                                                determined assuming interest is calculated on a 30/360 basis,
                                                but interest actually accrues and is applied on certain mortgage
                                                loans on an actual/360 basis. Accordingly, there will be less
                                                amortization of the principal balance during the term of these
                                                mortgage loans, resulting in a higher final payment on these
                                                mortgage loans; and

                                            o   No mortgage loan permits negative amortization or the deferral
                                                of accrued interest (except excess interest that would accrue in
                                                the case of any mortgage loan having an anticipated repayment
                                                date



                                      S-23





                                                after the applicable anticipated repayment date for the related
                                                mortgage loan).

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

                                            o   Two hundred twenty-five (225) mortgage loans, representing
                                                100.0% of the initial outstanding pool balance, are "balloon
                                                loans" (which include one hundred ninety-seven (197) mortgage
                                                loans in loan group 1, representing 100.0% of the initial
                                                outstanding loan group 1 balance, and twenty-eight (28) mortgage
                                                loans in loan group 2, representing 100.0% of the initial
                                                outstanding loan group 2 balance). 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 stated maturity
                                                date or anticipated repayment date, as applicable. Twenty-nine
                                                (29) of these mortgage loans, representing 11.6% of the initial
                                                outstanding pool balance (and representing 13.0% of the initial
                                                outstanding loan group 1 balance), are mortgage loans that have
                                                an anticipated repayment date that provide for an increase in
                                                the mortgage rate and/or principal amortization at a specified
                                                date prior to stated maturity. These mortgage loans are
                                                structured to encourage the borrower to repay the mortgage loan
                                                in full by the specified date (which is prior to the mortgage
                                                loan's stated maturity date) upon which these increases occur.

     H.  INTEREST ONLY LOANS..............  As of the cut-off date, the mortgage loans had the following
                                            additional characteristics:

                                            o   Ninety-two (92) mortgage loans, representing 57.0% of the
                                                initial outstanding pool balance (which include seventy-five
                                                (75) mortgage loans in loan group 1, representing 54.7% of the
                                                initial outstanding loan group 1 balance, and seventeen (17)
                                                mortgage loans in loan group 2, representing 76.3% of the
                                                initial outstanding loan group 2 balance), currently provide for
                                                monthly payments of interest only for their entire respective
                                                terms; and

                                            o   Fifty-five (55) mortgage loans, representing 24.7% of the
                                                initial outstanding pool balance (which include forty-eight (48)
                                                mortgage loans in loan group 1, representing 25.3% of the
                                                initial outstanding loan group 1 balance, and seven (7) mortgage
                                                loans in loan group 2, representing 19.5% of the initial
                                                outstanding loan group 2 balance), currently provide for monthly
                                                payments of interest only for a portion of their respective
                                                terms and then provide for the monthly payment of principal and
                                                interest over their respective remaining terms.

     I.  PREPAYMENT/DEFEASANCE
            PROVISIONS....................  As of the cut-off date, all of the mortgage loans restricted
                                            voluntary principal prepayments as follows:

                                            o   One hundred twenty-five (125) mortgage loans, representing 56.2%
                                                of the initial outstanding pool balance (which include one
                                                hundred thirteen (113) mortgage loans in loan group 1,
                                                representing 57.5% of the initial outstanding loan group 1
                                                balance, and twelve (12) mortgage loans in loan group 2,
                                                representing 44.7% of the initial outstanding loan group 2
                                                balance), prohibit



                                      S-24





                                                voluntary principal prepayments for a period ending on a date
                                                determined by the related mortgage note (which may be the
                                                maturity date), which period is referred to in this prospectus
                                                supplement as a lock-out period, but permit the related
                                                borrower, after an initial period of at least two years
                                                following the date of issuance of the certificates, to defease
                                                the mortgage loan by pledging "government securities" as defined
                                                in the Investment Company Act of 1940 that provide for payment
                                                on or prior to each due date through and including the maturity
                                                date (or such earlier due date on which the mortgage loan first
                                                becomes freely prepayable) of amounts at least equal to the
                                                amounts that would have been payable on those dates under the
                                                terms of the mortgage loans and obtaining the release of the
                                                mortgaged property from the lien of the mortgage;

                                            o   Sixty-five (65) mortgage loans, representing 26.5% of the
                                                initial outstanding pool balance (which include fifty-seven (57)
                                                mortgage loans in loan group 1, representing 27.5% of the
                                                initial outstanding loan group 1 balance, and eight (8) mortgage
                                                loans in loan group 2, representing 17.8% of the initial
                                                outstanding loan group 2 balance), prohibit voluntary principal
                                                prepayments during a lock-out period, and following the lock-out
                                                period permit voluntary principal prepayments if accompanied by
                                                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;

                                            o   Thirty-two (32) mortgage loans, representing 16.1% of the
                                                initial outstanding pool balance (which include twenty-four (24)
                                                mortgage loans in loan group 1, representing 13.5% of the
                                                initial outstanding loan group 1 balance, and eight (8) mortgage
                                                loans in loan group 2, representing 37.5% of the initial
                                                outstanding loan group 2 balance), prohibit voluntary principal
                                                prepayments during a lock-out period, and following the lock-out
                                                period permit voluntary principal prepayments if accompanied by
                                                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 two years following the date
                                                of the issuance of the certificates, to defease the applicable
                                                mortgage loan by pledging "government securities" as defined
                                                above;

                                            o   One (1) mortgage loan, representing 0.8% of the initial
                                                outstanding pool balance (representing 0.9% of the initial
                                                outstanding loan group 1 balance) has no lock-out period and
                                                permits voluntary principal prepayments if accompanied by 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 two years following the date of
                                                the issuance of the certificates, to defease the mortgage loan
                                                by pledging "government securities" as defined above; and

                                            o   Two (2) mortgage loans, representing 0.5% of the initial
                                                outstanding pool balance (representing 0.5% of the initial
                                                outstanding loan group 1 balance), have no lock-out period and
                                                permit voluntary principal prepayments if accompanied by a
                                                prepayment premium or yield maintenance charge calculated on



                                      S-25





                                                the basis of the greater of a yield maintenance formula and 1.0%
                                                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 attached to 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   Three (3) mortgage loans, representing 5.8% of the initial
                                                outstanding pool balance (and representing 6.4% of the initial
                                                outstanding loan group 1 balance), are each secured by multiple
                                                mortgaged properties and permit the release of any of the
                                                related mortgaged properties from the lien of the related
                                                mortgage loan (except that as to the Mortgage Loan Nos. 11 and
                                                12 (the "NY Inland Portfolio Loan"), only the Mid-Hudson Shopping
                                                Center mortgaged property may be released) upon the satisfaction
                                                of certain conditions, including, but not limited to, (i)
                                                payment of an amount equal to 115% of the allocated loan amount
                                                for the released property plus the applicable yield maintenance
                                                premium, (ii) the loan-to-value ratio of the remaining mortgaged
                                                properties following the release is not greater than a
                                                percentage ranging, on a loan-by-loan basis, from 55% to 59%, as
                                                applicable, and (iii) the debt service coverage ratio with
                                                respect to the remaining mortgaged properties immediately
                                                following the release is at least equal to the greater of 1.11x
                                                (based on a 9.30% mortgage constant), 1.00x (based on a 9.30%
                                                mortgage constant), or 1.05x (based on a 9.30% mortgage
                                                constant), as the case may be, and the debt service coverage
                                                ratio immediately prior to such release;

                                            o   Two (2) mortgage loans, representing 0.9% of the initial
                                                outstanding pool balance (and representing 1.0% of the initial
                                                outstanding loan group 1 balance), are secured by multiple
                                                mortgaged properties and permit the release of one or more of
                                                the related mortgaged properties from the lien of the related
                                                mortgage loan upon the satisfaction of certain conditions,
                                                including, but not limited to, (i) payment of an amount ranging,
                                                on a loan-by-loan basis, from 110% to 125% of the allocated loan
                                                amount of the released property, (ii) payment of any applicable
                                                prepayment charges, (iii) the loan-to-value ratio of the
                                                remaining mortgaged properties following the release being not
                                                greater than 51% or 52.1%, respectively, and (iv) the aggregate
                                                debt service coverage ratio with respect to the remaining
                                                mortgaged properties following the release being equal to or
                                                greater than 1.67x or 1.20x, respectively;



                                      S-26





                                            o   Three (3) mortgage loans, representing 1.6% of the initial
                                                outstanding pool balance (and representing 1.7% of the initial
                                                outstanding loan group 1 balance), are secured by multiple
                                                mortgaged properties and permit the release of one or more of
                                                the related mortgaged properties from the lien of the related
                                                mortgage loan upon the satisfaction of certain conditions,
                                                including, but not limited to, (i) defeasance of an amount equal
                                                to 115% of the allocated loan amount for the released property,
                                                (ii) the loan-to-value ratio immediately following the release
                                                is not greater than 65%, and (iii) the debt service coverage
                                                ratio immediately following the release is at least equal to or
                                                greater than the greater of 1.06x (based on a 9.30% constant)
                                                and the debt service coverage ratio immediately prior to such
                                                release;

                                            o   Two (2) mortgage loans, representing 0.5% of the initial
                                                outstanding pool balance (and representing 0.6% of the initial
                                                outstanding loan group 1 balance), are cross-collateralized and
                                                cross-defaulted with each other and permit the release of either
                                                of the mortgage loans from the lien of the cross-collateralized
                                                and cross-defaulted arrangement upon the satisfaction of certain
                                                conditions, including, but not limited to, (i) payment of an
                                                amount equal to 115% of the allocated loan amount for the
                                                mortgaged property being released plus the applicable yield
                                                maintenance premium, (ii) the debt service coverage ratio
                                                immediately following the release is at least equal to or
                                                greater than the greater of 1.12x (based on a 9.30% mortgage
                                                constant) and the debt service coverage ratio immediately prior
                                                to such release, and (iii) the loan-to-value ratio of the
                                                remaining mortgaged property immediately following the release
                                                is not greater than 60%;

                                            o   One (1) mortgage loan, representing 0.2% of the initial
                                                outstanding pool balance (and representing 0.2% of the initial
                                                outstanding loan group 1 balance), is secured by multiple
                                                parcels and permits the release of two of those parcels from the
                                                lien of the related mortgage loan upon the satisfaction of
                                                certain conditions, including, but not limited to, (i) a
                                                prepayment of an amount equal to 110% of the allocated loan
                                                amount of the parcel being released, (ii) payment of a
                                                prepayment premium equal to the greater of a yield maintenance
                                                formula and 1%, (iii) the debt service coverage ratio with
                                                respect to the remaining parcels following the release being at
                                                least 1.10x based on the actual loan constant and (iv) the
                                                loan-to-value ratio of the remaining parcels following the
                                                release being not greater than 70%;

                                            o   One (1) mortgage loan, representing 0.1% of the initial
                                                outstanding pool balance (and representing 0.1% of the initial
                                                outstanding loan group 1 balance), is secured by multiple
                                                parcels and permits the release of one such parcel from the lien
                                                of the related mortgage loan upon the satisfaction of certain
                                                conditions, including, but not limited to, (i) payment of any
                                                applicable prepayment charges and (ii) payment of a release
                                                price equal to the greater of (a) 110% of the allocated loan
                                                amount for the released property or (b) the amount that would
                                                result in a 1.30x debt service coverage ratio (based on the
                                                actual mortgage constant) and 0.89x debt service coverage ratio
                                                (based on a 10% mortgage loan constant);



                                      S-27





                                            o   One (1) mortgage loan, representing 0.1% of the initial
                                                outstanding pool balance (and representing 0.1% of the initial
                                                outstanding loan group 1 balance), is secured by multiple
                                                parcels and permits the release of one or more of such parcels
                                                from the lien of the related mortgage loan upon the satisfaction
                                                of certain conditions, including, but not limited to, (i)
                                                payment of 125% of the appraised value for the release property,
                                                (ii) payment of any applicable prepayment charges, and (iii) the
                                                debt service coverage ratio of the remaining collateral must be
                                                equal to or greater than 1.35x (based on the actual mortgage
                                                constant) and 1.00x (based on amortizing payments and a 10%
                                                mortgage constant); and

                                            o   One (1) mortgage loan, representing 0.1% of the initial
                                                outstanding pool balance (and representing 0.1% of the initial
                                                outstanding loan group 1 balance), is secured by multiple
                                                parcels and permits the release of one or more of such parcels
                                                from the lien of the related mortgage loan upon the satisfaction
                                                of certain conditions, including, but not limited to, (i) a
                                                prepayment of an amount equal to 120% of the allocated loan
                                                amount, (ii) payment of any applicable prepayment charges, (iii)
                                                the loan-to-value ratio of the remaining portion of the
                                                mortgaged property following the release being not greater than
                                                44.4%, and (iv) the aggregate debt service coverage ratio with
                                                respect to the remaining portion of the mortgaged property
                                                following the release being equal to or greater than 1.55x.

                                            See Appendix II attached to this prospectus supplement for specific
                                            yield maintenance provisions with respect to the prepayment and
                                            defeasance provisions set forth above.

                                            Notwithstanding the above, the mortgage loans generally provide that
                                            the related borrower may prepay the mortgage loan without prepayment
                                            premium or defeasance requirements commencing one (1) to sixty-one
                                            (61) payment dates prior to and including the maturity date or the
                                            anticipated repayment date.

                                            In addition, certain mortgage loans provide for the release, without
                                            prepayment or defeasance, of outparcels or other portions of the
                                            related mortgaged property that were given no value or minimal value
                                            in the underwriting process, subject to the satisfaction of certain
                                            conditions. Seven (7) of the mortgage loans, representing 5.3% of
                                            the initial outstanding pool balance (and representing 6.0% of the
                                            initial outstanding loan group 1 balance) permit the related borrower
                                            to substitute collateral under certain circumstances. See the
                                            footnotes to Appendix II to this prospectus supplement for a
                                            description of these substitution provisions.

                                            See the footnotes to Appendix II attached to this prospectus
                                            supplement for more details concerning certain of the foregoing
                                            provisions including the method of calculation of any prepayment
                                            premium or yield maintenance charge, which will vary for any mortgage
                                            loan.



                                      S-28





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

           I.   MORTGAGE INTEREST
                RATES                       Mortgage interest rates ranging from 5.050% per annum to 7.630% per
                                            annum (and ranging from 5.050% per annum to 7.630% per annum for loan
                                            group 1 and from 5.329% per annum to 6.020% per annum for loan group
                                            2), and a weighted average mortgage interest rate of 5.683% per annum
                                            (and 5.693% per annum for loan group 1 and 5.594% per annum for loan
                                            group 2);

           II.  ORIGINAL TERMS              Original terms to scheduled maturity ranging from sixty (60) months
                                            to one hundred eighty (180) months (and ranging from sixty (60)
                                            months to one hundred eighty (180) months for loan group 1 and from
                                            sixty (60) months to one hundred twenty (120) months for loan group
                                            2), and a weighted average original term to scheduled maturity of one
                                            hundred sixteen (116) months (and weighted average remaining term to
                                            scheduled maturity of one hundred sixteen (116) months for loan group
                                            1 and one hundred fourteen (114) months for loan group 2);

           III. REMAINING TERMS             Remaining terms to scheduled maturity ranging from forty-four (44)
                                            months to one hundred seventy-nine (179) months (and ranging from
                                            forty-four (44) months to one hundred seventy-nine (179) months for
                                            loan group 1 and from fifty-six (56) months to one hundred twenty
                                            (120) months for loan group 2), and a weighted average remaining term
                                            to scheduled maturity of one hundred twelve (112) months (and
                                            weighted average remaining term to scheduled maturity of one hundred
                                            twelve (112) months for loan group 1 and one hundred twelve (112)
                                            months for loan group 2);

           IV.  REMAINING
                AMORTIZATION TERMS          Remaining amortization terms (excluding loans which provide for
                                            interest only payments for the entire loan term) ranging from one
                                            hundred thirty (130) months to four hundred twenty (420) months (and
                                            ranging from one hundred thirty (130) months to four hundred twenty
                                            (420) months for loan group 1 and from three hundred fifty-six (356)
                                            months to three hundred sixty (360) months for loan group 2), and a
                                            weighted average remaining amortization term of three hundred
                                            twenty-nine (329) months (and three hundred twenty-seven (327) months
                                            for loan group 1 and three hundred sixty (360) months for loan group
                                            2);

           V.   LOAN-TO-VALUE RATIOS        Loan-to-value ratios, calculated as described in this prospectus
                                            supplement, range from 6.7% to 80.0% (and range from 11.1% to 80.0%
                                            for loan group 1 and from 6.7% to 80.0% for loan group 2), and a
                                            weighted average loan-to-value ratio, calculated as described in this
                                            prospectus supplement, of 60.5% (and 60.5% for loan group 1 and 60.7%
                                            for loan group 2);

                                            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 between April 2006 and June
                                            2007;



                                      S-29





                                            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, ranging from 1.08x to 13.33x
                                            (and ranging from 1.08x to 7.34x for loan group 1 and from 1.22x to
                                            13.33x for loan group 2), and a weighted average debt service
                                            coverage ratio, calculated as described in this prospectus
                                            supplement, of 1.73x (and 1.72x for loan group 1 and 1.80x 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; and

                                            With respect to two (2) mortgage loans (Mortgage Loan Nos. 85 and
                                            189), representing  0.6% of the initial outstanding pool balance, the
                                            mortgage loans are secured by residential cooperative properties that
                                            have debt service coverage ratios of 7.34x and 13.33x, respectively.
                                            Excluding these mortgage loans, the pool of mortgage loans has a
                                            weighted average debt service coverage ratio of 1.68x;

           VII. DEBT SERVICE COVERAGE
                RATIOS POST IO PERIOD       Debt Service Coverage Ratio Post IO Period, determined according to
                                            the methodology presented in this prospectus supplement, ranging from
                                            1.08x to 13.33x (and ranging from 1.08x to 7.34x for loan group 1 and
                                            from 1.22x to 13.33x for loan group 2), and a weighted average Debt
                                            Service Coverage Ratio Post IO Period, calculated as described in
                                            this prospectus supplement, of 1.65x (and 1.64x for loan group 1 and
                                            1.74x for loan group 2). Excluding Mortgage Loan Nos. 85 and 189,
                                            which are secured by residential cooperative properties, and have
                                            Debt Service Coverage Ratios Post IO Period of 7.34x and 13.33x,
                                            respectively, the pool of mortgage loans has a weighted average Debt
                                            Service Coverage Ratio Post IO Period of 1.61x;

                                            "Debt Service Coverage Ratio Post IO Period" or "DSCR Post 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 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. See "Description of the Mortgage
                                            Pool--Additional Mortgage Loan Information" in this prospectus
                                            supplement.

ADVANCES

     A.  PRINCIPAL AND
             INTEREST ADVANCES............  Subject to a recoverability determination described in this
                                            prospectus supplement, the master servicer (and the trustee, if
                                            applicable) will be required to advance delinquent monthly mortgage
                                            loan payments for the mortgage loans that are part of the trust. The
                                            master servicer and the trustee will not be required to advance any
                                            additional interest accrued as a result of the imposition of any
                                            default rate or any rate increase after an anticipated repayment
                                            date. The master servicer and the trustee also are not required to
                                            advance prepayment or yield maintenance premiums, excess interest or
                                            balloon payments. With



                                      S-30





                                            respect to any balloon payment, the master servicer (and the trustee,
                                            if applicable) will instead 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. If a principal and interest advance is
                                            made, the 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.

                                            For an REO Property, subject to a recoverability determination
                                            described in this prospectus supplement, the advance will equal the
                                            scheduled payment that would have been due if the predecessor
                                            mortgage loan 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 servicer, the special servicer 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, and
                                            subject to a substantially similar recoverability determination set
                                            forth in the related non-serviced mortgage loan pooling and servicing
                                            agreement, if any, each of such parties under that agreement will be
                                            required to make servicing advances of such type with respect to any
                                            non-serviced mortgage loans.

     C.  INTEREST ON ADVANCES.............  All advances made by the master servicer, the special servicer or the
                                            trustee will accrue interest at a rate equal to the "prime rate" as
                                            reported in The Wall Street Journal.

     D.  BACK-UP ADVANCES.................  Pursuant to the requirements of the pooling and servicing agreement,
                                            if the 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 master servicer.

     E.  RECOVERABILITY...................  None of the master servicer, the special servicer or the trustee will
                                            be required to make any advance if the master servicer, the special
                                            servicer (or another master servicer, special servicer, trustee or
                                            any fiscal agent with respect to a non-serviced pari passu companion
                                            mortgage loan) or the trustee, as the case may be, reasonably
                                            determines that the advance would not be recoverable in accordance
                                            with the servicing standard (in the case of the master servicer or
                                            special servicer) or in accordance with its business judgment (in the
                                            case of the trustee). The trustee may rely on any such determination
                                            made by the master servicer or the 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 a mortgage loan plus all other amounts due under
                                            the mortgage loan and interest on advances made with respect to the
                                            mortgage loan 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



                                      S-31





                                            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 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., Standard & Poor's
                                            Ratings Services, a division of The McGraw-Hill Companies, Inc. and
                                            Dominion Bond Rating Service, Inc.

                                            ------------------------------------------------------
                                                       Class                         Ratings
                                                                                  Fitch/S&P/DBRS
                                            ------------------------------------------------------
                                            Classes A-1, A-1A, A-2, A-3,           AAA/AAA/AAA
                                            A-AB, A-4
                                            ------------------------------------------------------
                                            Class A-M                              AAA/AAA/AAA
                                            ------------------------------------------------------
                                            Class A-J                              AAA/AAA/AAA
                                            ------------------------------------------------------

                                            A rating agency may lower or withdraw a security rating at any time.
                                            Each of the rating agencies identified above is expected to perform
                                            ratings surveillance with respect to its ratings for so long as the
                                            offered certificates remain outstanding, except that a rating agency
                                            may stop performing ratings surveillance at any time if, among other
                                            reasons, that rating agency does not have sufficient information to
                                            allow it to continue to perform ratings surveillance on the
                                            certificates. The depositor has no ability to ensure that the rating
                                            agencies perform ratings surveillance.

                                            See "Ratings" in this prospectus supplement and "Ratings" 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 principal balance of
                                            the mortgage loans is less than or equal to 1.0% of the initial
                                            outstanding pool balance, the holders of a majority of the
                                            controlling class, the special servicer, the master servicer and any
                                            holder of a majority interest in the Class R-I Certificates, in that
                                            order of priority, 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 (other than the portion of the trust related to
                                            the 330 West 34th Street Mortgage Loan) 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



                                      S-32





                                            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 fund 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 fund by the holders of a B Note or
                                            mezzanine loan under certain circumstances. See "Description of the
                                            Mortgage Pool-- Subordinate and Other Financing" and "Servicing of the
                                            Mortgage Loans--Servicing of the A/B Mortgage Loans" 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, (ii) the special servicer, and
                                            (iii) any mortgage loan seller (other than Wells Fargo Bank, National
                                            Association), with respect to each mortgage loan it sold to the
                                            Depositor, in that order, has the option to purchase from the trust
                                            any defaulted mortgage loan that is at least sixty (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 for such mortgage
                                            loan (provided, that if such 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-3, Class A-AB, Class
                                            A-4, Class A-M and Class A-J Certificates will be offered in minimum
                                            denominations of $25,000. Investments in excess of the minimum
                                            denominations may be made in multiples of $1.

REGISTRATION, CLEARANCE
   AND SETTLEMENT.........................  Your certificates will 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.



                                      S-33





                                            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
                                            four separate "real estate mortgage investment conduits"--REMIC I,
                                            REMIC II, REMIC III and the Class AW34 REMIC--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 evidence "regular interests" in REMIC III. The
                                            portion of the trust consisting of the right to excess interest
                                            (interest on each mortgage loan with an anticipated repayment date
                                            accruing after such date at a rate in excess of the rate that applied
                                            prior to such date) and the related sub-accounts will be treated as a
                                            grantor trust for federal income tax purposes.

                                            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.

                                            o   One or more of the classes of offered certificates may be issued
                                                with more than a de minimis amount of original issue discount.

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



                                      S-34





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 INVESTMENT..........................  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-35



                      [THIS PAGE INTENTIONALLY LEFT BLANK]


                                      S-36



                                  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 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 mortgage
                                            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 dependent primarily 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, the related mortgage loan seller may be
                                            obligated to repurchase or replace a mortgage loan that it sold to us
                                            if the applicable mortgage loan seller's 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 the
                                            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-37





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.

                                            Two hundred twenty-two (222) mortgage loans, representing 95.2% of
                                            the initial outstanding pool balance (which include one hundred
                                            ninety-four (194) mortgage loans in loan group 1, representing 94.7%
                                            of the initial outstanding loan group 1 balance, and twenty-eight
                                            (28) mortgage loans in loan group 2, representing 100.0% of the
                                            initial outstanding loan group 2 balance), were originated within
                                            twelve (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   the lack of any operating history in the case of a newly built
                                                or renovated mortgaged 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 (including common area
                                                maintenance charges) 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   an increase in vacancy rates;

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



                                      S-38





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

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

                                            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 or other laws impacting
                                                operating costs;

                                            o   the number and diversity of tenants;

                                            o   the rate at which new rentals occur;

                                            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; and

                                            o   in the case of residential cooperative properties, the payments
                                                received by the cooperative corporation from its
                                                tenants/shareholders, including any special assessments against
                                                the property.

                                            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 such
                                            properties.



                                      S-39





SEASONED MORTGAGE LOANS SECURED BY
OLDER MORTGAGED PROPERTIES PRESENT
ADDITIONAL RISKS OF REPAYMENT
                                            Three (3) mortgage loans, representing 4.8% of the initial
                                            outstanding pool balance (and representing 5.3% of the initial
                                            outstanding loan group 1 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 associate
                                            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 the 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 FUND SHOULD BE EVALUATED
SEPARATELY FROM THE PERFORMANCE OF
THE MORTGAGE LOANS IN ANY OF
OUR OTHER TRUSTS                            While there may be certain common factors affecting the performance
                                            and value of income-producing real properties in general, those
                                            factors do not apply equally to all income-producing real properties
                                            and, in many cases, there are unique factors that will affect the
                                            performance and/or value of a particular income-producing real
                                            property. Moreover, the effect of a given factor on a particular
                                            real property will depend on a number of variables, including but not
                                            limited to property type, geographic location, competition,
                                            sponsorship and other characteristics of the property and the related
                                            mortgage loan. Each income-producing real property represents a
                                            separate and distinct business venture; and, as a result, each of the
                                            multifamily and commercial mortgage loans included in one of the
                                            depositor's trusts requires a unique underwriting analysis.
                                            Furthermore, economic and other conditions affecting real properties,
                                            whether worldwide, national, regional or local, vary over time. The
                                            performance of a pool of mortgage loans originated and outstanding
                                            under a given set of economic conditions may vary



                                      S-40





                                            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, since 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 (including three (3) mortgaged
                                            properties, representing 2.7% of the initial pool balance and 3.0% of
                                            the initial loan group 1 balance, that are currently operated as cold
                                            storage facilities) 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, including the designation of a
                                                property as a historical landmark, 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 the mortgaged property were readily adaptable to other uses.
                                            In addition, certain properties that are legally permitted to be used
                                            in a non-conforming manner may be subject to restrictions that would
                                            require compliance with current zoning laws under certain
                                            circumstances such as non-operation for a period in excess of certain



                                      S-41





                                            timeframes. If this type of mortgaged property was liquidated and a
                                            lower liquidation value was obtained, less funds would be available
                                            for distributions on your certificates. See "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."

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. In particular, please see Appendix IV to this prospectus
                                            supplement for more information on any of the mortgaged properties
                                            related to the ten largest loans in the pool that are leased to a
                                            single tenant or large tenants or a small number of tenants. One
                                            hundred two (102) of the mortgaged properties, securing 22.8% of the
                                            initial outstanding pool balance (securing mortgage loans
                                            representing 25.5% of the initial outstanding loan group 1 balance)
                                            are leased to single tenants, and with respect to nine (9) of those
                                            mortgaged properties, securing 0.8% of the initial outstanding pool
                                            balance (securing 0.9% of the initial outstanding loan group 1



                                      S-42





                                            balance), the sole tenant is related to the borrower.

                                            In some cases the sole tenant or major tenant related to the borrower
                                            is physically occupying space related to its business; in other
                                            cases, the affiliated tenant is a tenant under a master lease with
                                            the borrower, under which the borrower tenant is obligated to make
                                            rent payments but does not occupy any space at the mortgaged
                                            property. These master leases are typically used to bring occupancy
                                            to a "stabilized" level but may not provide additional economic
                                            support for the mortgage loan. There can be no assurance the space
                                            "leased" by this borrower affiliate will eventually be occupied by
                                            third party tenants.

                                            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.

                                            Additionally, some of the tenants at the mortgaged properties
                                            (including sole tenants or other significant tenants) have lease
                                            termination option dates or lease expiration dates that are prior to
                                            or shortly after the related maturity date or anticipated repayment
                                            date. See Appendix II attached to this prospectus supplement for the
                                            lease expiration date for each of the top three (3) tenants at each
                                            mortgaged property. There are a number of other mortgaged properties
                                            that similarly have a significant amount of scheduled lease
                                            expirations or potential terminations before the maturity of the
                                            related mortgage loan, although those circumstances were generally
                                            addressed by escrow requirements or other mitigating provisions.

                                            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 or 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 attached to this prospectus supplement.

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.



                                      S-43





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 or otherwise.

                                            In addition, certain properties may have tenants that are paying rent
                                            but are not in occupancy or may have vacant space that is not
                                            leased. Any "dark" space may cause the property to be less desirable
                                            to other potential tenants or the related tenant may be more likely
                                            to default in its obligations under the lease. We cannot assure you
                                            that those tenants will continue to fulfill their lease obligations
                                            or that the space will be relet.

                                            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. Fifty-six (56) of the mortgaged properties, securing
                                            mortgage loans representing approximately 28.0% of the initial
                                            outstanding pool balance (excluding multifamily, manufactured housing
                                            community, self storage, hospitality and certain other property
                                            types) (and representing 28.0% of the initial outstanding loan group 1
                                            balance), as of the cut-off date, have reserves for tenant
                                            improvements and leasing commissions which may serve to defray those
                                            costs. We cannot assure you, 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 pool's aggregate
                                                principal balance of all mortgage loans.



                                      S-44





                                            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; 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.

                                            Fifteen (15) groups of mortgage loans, including ten (10) groups of
                                            mortgage loans that contain mortgage loans exclusively in loan group
                                            1 and four (4) groups of mortgage loans that contain mortgage loans
                                            exclusively in loan group 2, representing 26.7% and 54.4% of the
                                            initial loan group 1 balance and initial loan group 2 balance,
                                            respectively, and one (1) group of mortgage loans that contains
                                            mortgage loans in loan group 1 and loan group 2, representing 14.1%
                                            and 6.5% of the initial loan group 1 balance and initial loan group 2
                                            balance, respectively, were 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 (3) largest groups represent 13.3%, 6.3%
                                            and 5.1%, respectively, of the initial outstanding pool balance. The
                                            related borrower concentrations of the three (3) largest groups
                                            exclusively in loan group 1 represent 7.0%, 5.7% and 4.5%,
                                            respectively, of the initial outstanding loan group 1 balance. The
                                            related borrower concentrations of the three (3) largest groups
                                            exclusively in loan group 2 represent 19.8%, 17.7% and 11.3%,
                                            respectively, of the initial outstanding loan group 2 balance.

                                            The ten (10) largest mortgage loans in the aggregate represent 29.4%
                                            of the initial outstanding pool balance. Each of the other mortgage
                                            loans represents no greater than 1.5% of the initial outstanding pool
                                            balance.

                                            The largest mortgage loan represents 8.1% of the initial outstanding
                                            pool balance. The second largest mortgage loan represents 3.7% of
                                            the initial outstanding pool balance. The third largest mortgage
                                            loan represents 3.0% of the initial outstanding pool balance. Each
                                            of the other mortgage loans represents no greater than 2.6% of the
                                            initial outstanding pool balance.

                                            The largest mortgage loan in loan group 1 represents 9.0% of the
                                            initial outstanding loan group 1 balance. The second largest
                                            mortgage loan in loan group 1 represents 4.1% of the initial
                                            outstanding loan group 1 balance. The third largest mortgage loan in
                                            loan group 1 represents 3.4% of the initial outstanding loan group 1
                                            balance. Each of the other mortgage loans represents no greater than
                                            to 2.9% of the initial outstanding loan group 1 balance.

                                            The largest mortgage loan in loan group 2 represents 13.9% of the
                                            initial outstanding loan group 2 balance. The second largest
                                            mortgage loan in loan group 2 represents 11.6% of the initial
                                            outstanding loan group 2 balance. The next largest mortgage loan in
                                            loan group 2 represents 9.0% of the initial outstanding loan group 2
                                            balance. Each of the other mortgage loans represents no greater than
                                            6.5% of the initial outstanding loan group 2 balance.



                                      S-45





                                            In some cases, the sole or significant tenant is related to the
                                            subject borrower. In the case of Mortgage Loan Nos. 67, 68, 69, 126,
                                            130, 134, 135, 231 and 261, the tenant at all of the related
                                            mortgaged properties is the parent of the related borrower. For
                                            further information with respect to tenant concentrations, see
                                            Appendix II attached to this prospectus supplement.

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 mortgaged property types also can pose increased
                                            risks. 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   retail properties represent 43.9%;

                                            o   office properties represent  23.7%;

                                            o   multifamily properties represent 10.1%;

                                            o   hospitality properties represent 9.7%;

                                            o   industrial properties represent 7.5%;

                                            o   other properties represent 1.9%;

                                            o   self storage properties represent 1.2%;

                                            o   mixed use properties represent 1.1%; and

                                            o   manufactured housing community properties represent 0.9%.

                                            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.

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 in forty-one (41) different
                                            states and the U.S. Virgin Islands (which include forty (40) states
                                            and the U.S. Virgin Islands for loan group 1 and fifteen (15) states
                                            for loan



                                      S-46





                                            group 2). In particular, investors should note that approximately
                                            13.1% of the mortgaged properties, based on the initial outstanding
                                            pool balance (12.4% of the initial outstanding loan group 1 balance
                                            and 19.2% of the initial outstanding loan group 2 balance), are
                                            located in California. Mortgaged properties located in California
                                            may be more susceptible to some types of special hazards that may not
                                            be adequately covered by insurance (such as earthquakes and flooding)
                                            than properties located in other parts of the country. If a borrower
                                            does not have insurance against such 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.

                                            In addition, 20.2%, 13.2%, 6.5% and 6.1% of the mortgaged
                                            properties, based on the initial outstanding pool balance, are located
                                            in New York, Virginia, Maryland and Ohio, respectively, and
                                            concentrations of mortgaged properties, in each case, representing
                                            less than or equal to 4.3% of the initial outstanding pool balance,
                                            also exist in several other states.

                                            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                                  One hundred forty-one (141) of the mortgaged properties, securing
                                            mortgage loans representing 43.9% of the initial outstanding pool
                                            balance (and representing 49.1% 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
                                            rights that certain tenants may have 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.

                                            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. One hundred
                                            twelve (112) of the mortgaged properties, securing 40.3% of the
                                            initial outstanding pool balance (and securing 45.1% of the initial
                                            outstanding loan group 1 balance), are properties considered by the
                                            applicable mortgage loan seller to be leased to or are adjacent to or
                                            are occupied by 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



                                      S-47





                                            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 its parent company; 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 to 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 web sites 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                                  Thirty-five (35) of the mortgaged properties, securing mortgage loans
                                            representing 23.7% of the initial outstanding pool balance (and
                                            representing 26.5% of the initial outstanding loan group 1 balance),
                                            are office properties.

                                            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



                                      S-48





                                                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 six (6)
                                            medical office properties, which secure approximately 1.3% of the
                                            initial outstanding pool balance (and representing 1.4% of the
                                            initial outstanding loan group 1 balance). The performance of a
                                            medical office property may depend on the proximity of the 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 property with significant medical
                                            office tenants 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
                                            such insurers could adversely impact cash flow at such mortgaged
                                            properties. Moreover, medical office properties may appeal to a
                                            narrow market of tenants and the value of such a property may be
                                            adversely affected by the availability of competing medical office
                                            properties.

A LARGE CONCENTRATION OF
MULTIFAMILY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF MULTIFAMILY PROPERTIES             Twenty-four (24) of the mortgaged properties, securing mortgage loans
                                            representing 10.1% of the initial outstanding pool balance (which
                                            include one (1) mortgage loan in loan group 1, representing 0.5% of
                                            the initial outstanding loan group 1 balance, and twenty-three (23)
                                            mortgage loans in loan group 2, representing 91.1% 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;



                                      S-49





                                            o   the level of mortgage interest rates and favorable 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 or
                                                industry) 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 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. Generally, the related mortgaged
                                            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 borrower or mortgaged property
                                            must have certain other characteristics consistent with the
                                            government policy related to the applicable program. 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. In
                                            certain cases, housing assistance program contracts may not be
                                            assigned to the related borrower or purchaser of the property until
                                            after the origination date of the



                                      S-50





                                            mortgage loan. We cannot assure you that these contracts will
                                            ultimately be assigned. 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 properties may have tenants that rely on rent
                                            subsidies under various government funded programs, including the
                                            Section 8 Tenant-Based Assistance Rental Certificate Program of the
                                            United States Department of Housing and Urban Development. 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, the restrictions described above relating to
                                            the use of the related mortgaged property could reduce the market
                                            value of the related mortgaged property.

                                            Generally, the mortgaged 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 to 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



                                      S-51





                                            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 mortgaged loans
                                            secured by multifamily apartment buildings, which may reduce (perhaps
                                            significantly) amounts available for payment on the related mortgage
                                            loan.

A LARGE CONCENTRATION OF
HOSPITALITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF HOSPITALITY PROPERTIES             Eighteen (18) of the mortgaged properties, securing mortgage loans
                                            representing 9.7% of the initial outstanding pool balance (and
                                            representing 10.9% of the initial outstanding loan group 1 balance),
                                            are hospitality properties. Various factors may adversely affect the
                                            economic performance of a hospitality property, including:

                                            o   location of property and proximity to transportation, major
                                                population centers or attractions;

                                            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;

                                            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;

                                            o   suitability for a particular tenant; and

                                            o   building design and adaptability.



                                      S-52





                                            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
                                            special servicer on behalf of 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.

                                            Certain franchise agreements may expire during the term of the
                                            related mortgage loans or soon thereafter, and there can be no
                                            assurance that they can be renewed. Furthermore, with respect to
                                            Mortgage Loan No. 110 (the "Fairfield Inn Wilmington Mortgage Loan"),
                                            representing 0.3% of the initial outstanding pool balance (and
                                            representing 0.4% of the initial outstanding loan group 1 balance)
                                            the franchisor has notified the related borrower that, unless guest
                                            survey results satisfy certain standards, the franchise agreement for
                                            the mortgaged property will be terminated. In addition, certain
                                            franchise agreements may not be automatically assignable to
                                            subsequent holders of the mortgage loan, and there can be no
                                            assurance that a future assignment of the franchise agreement will be
                                            approved by the franchisor.

                                            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.



                                      S-53





A LARGE CONCENTRATION OF
INDUSTRIAL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISKS OF
INDUSTRIAL PROPERTIES
                                            Twenty-three (23) of the mortgaged properties, securing mortgage
                                            loans representing 7.5% of the initial outstanding pool balance (and
                                            representing 8.4% 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 another use;

                                            o   a change in the proximity of supply sources; and

                                            o   environmental hazards.

A LARGE CONCENTRATION OF SELF
STORAGE FACILITIES IN THE MORTGAGE
POOL WILL SUBJECT YOUR INVESTMENT
TO THE SPECIAL RISKS OF SELF
STORAGE FACILITIES
                                            Nine (9) of the mortgaged properties, securing mortgage loans
                                            representing 1.2% of the initial outstanding pool balance (and
                                            representing 1.3% of the initial outstanding loan group 1 balance),
                                            are self storage facilities. Various factors may adversely affect
                                            the value and successful operation of a self storage facility
                                            property.

                                            Self storage facilities are considered vulnerable to competition,
                                            because both acquisition and development costs and break-even
                                            occupancy are relatively low. The conversion of self storage
                                            facilities to alternative uses would generally require substantial
                                            capital expenditures. Thus, if the operation of any of the self
                                            storage mortgaged properties becomes unprofitable due to:

                                            o   decreased demand;

                                            o   competition;

                                            o   lack of proximity to apartment complexes or commercial users;



                                      S-54





                                            o   apartment tenants moving to single-family homes;

                                            o   decline in services rendered, including security;

                                            o   dependence on business activity ancillary to renting units;

                                            o   security concerns;

                                            o   age of improvements; or

                                            o   other factors so that the borrower becomes unable to meet its
                                                obligations on the related mortgage loan, the liquidation value
                                                of that self storage mortgaged property may be substantially
                                                less, relative to the amount owing on the mortgage loan, than if
                                                the self storage mortgaged property were readily adaptable to
                                                other uses.

                                            Tenant privacy, anonymity and efficient and/or unsupervised access
                                            may heighten environmental risks (although lease agreements generally
                                            prohibit users from storing hazardous substance in the units). No
                                            environmental assessment of a mortgaged property included an
                                            inspection of the contents of the self storage units included in the
                                            self storage mortgaged properties and there is no assurance that all
                                            of the units included in the self storage mortgaged properties are
                                            free from hazardous substances or other pollutants or contaminants or
                                            will remain so in the future.

A LARGE CONCENTRATION OF
MANUFACTURED HOUSING
COMMUNITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISKS
OF MANUFACTURED HOUSING
COMMUNITY PROPERTIES                        Five (5) mortgaged properties, securing mortgage loans representing
                                            0.9% of the initial outstanding pool balance (and representing 8.9%
                                            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



                                      S-55





                                                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.


THEATER PROPERTIES HAVE
PARTICULAR RISKS
                                            Two (2) of the mortgaged properties, securing mortgage loans
                                            representing 0.8% of the initial outstanding pool balance (and
                                            representing 0.9% of the initial outstanding loan group 1 balance),
                                            are megaplex movie theaters leased to a theater operator. Operators
                                            of these types of properties are exposed to certain unique risks.

                                            Significant factors determining the value of a theater property
                                            include:

                                            o   the ability to secure film license agreements for first-run
                                                movies;

                                            o   the ability to maintain high attendance levels;

                                            o   the ability to achieve sales of food and beverages to attendees;
                                                and

                                            o   the strength and experience of the operator.

                                            Certain physical attributes of the building may also impact property
                                            value. These physical attributes include:

                                            o   location, visibility and accessibility to transportation
                                                arteries;

                                            o   number of screens and seating capacity;

                                            o   adequacy of patron parking; and

                                            o   quality and modernity of sound and projection systems.

                                            The performance of a theater property can also be impacted by the
                                            quality, size and proximity of competitive theater properties and the
                                            relative appeal of films being screened at other theater properties
                                            within the market. The theater industry is highly dependent on the
                                            quality and popularity of films being produced by film production
                                            companies both in the United States and overseas. A slowdown in
                                            movie production or decrease in the appeal of films being produced
                                            can negatively impact the value of a theater property.

                                            In recent years, the theater industry has experienced a high level of
                                            construction of new theaters and an increase in competition among
                                            theater operators.

                                            Movie theater properties are also subject to the risk that because
                                            they are "special purpose" properties they may not be immediately
                                            converted to a new use.



                                      S-56





                                            All of these factors may increase the possibility that the related
                                            borrower will be unable to meet its obligations under the mortgage
                                            loan.

MORTGAGED PROPERTIES WITH
CONDOMINIUM OWNERSHIP COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                           One or more of the mortgaged properties securing the mortgage loans
                                            in the pool may be primarily secured by the related borrower's fee
                                            simple ownership in one or more condominium units.

                                            The management and operation of a condominium is generally controlled
                                            by a condominium board representing the owners of the individual
                                            condominium units, subject to the terms of the related condominium
                                            rules or by-laws. Generally, the consent of a majority of the board
                                            members is required for any actions of the condominium board. The
                                            condominium interests described above in some cases may constitute
                                            less than a majority of such voting rights and/or may not entail an
                                            ability to prevent adverse changes in the governing organizational
                                            document for the condominium entity. The condominium board is
                                            generally responsible for administration of the affairs of the
                                            condominium, including providing for maintenance and repair of common
                                            areas, adopting rules and regulations regarding common areas, and
                                            obtaining insurance and repairing and restoring the common areas of
                                            the property after a casualty. There can 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 condominium board. There can be no assurance that the
                                            related condominium board will always act in the best interests of
                                            the borrower under those mortgage loans. Notwithstanding the
                                            insurance and casualty provisions of the related mortgage loan
                                            documents, the condominium board may have the right to control the
                                            use of casualty proceeds. In addition, the condominium board
                                            generally has the right to assess individual unit owners for their
                                            share of expenses related to the operation and maintenance of the
                                            common elements. In the event that an owner of another unit fails to
                                            pay its allocated assessments, the related borrower may be required
                                            to pay those assessments in order to properly maintain and operate
                                            the common elements of the property. Although the condominium board
                                            generally may obtain a lien against any unit owner for common
                                            expenses that are not paid, the lien generally is extinguished if a
                                            mortgagee takes possession pursuant to a foreclosure. Each unit owner
                                            is responsible for maintenance of its respective unit and retains
                                            essential operational control over its unit.

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



                                      S-57





A TENANT BANKRUPTCY MAY
ADVERSELY AFFECT THE INCOME
PRODUCED BY THE PROPERTY AND MAY
ADVERSELY AFFECT THE
PAYMENTS ON YOUR CERTIFICATES               Certain of the tenants at some of the mortgaged properties may have
                                            been, may currently be, or may in the future become a party in 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 one year, or 15%, not to exceed three years,
                                            of the remaining term of the lease and 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.

                                            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. Any potential environmental liability could
                                            reduce or delay payments on the offered certificates.



                                      S-58





ENVIRONMENTAL RISKS RELATING TO
SPECIFIC MORTGAGED PROPERTIES
MAY ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        Except for mortgaged properties securing mortgage loans that are the
                                            subject of a secured creditor impaired property policy, all of the
                                            mortgaged properties securing the mortgage loans have been subject to
                                            environmental site assessments, or in some cases an update of a
                                            previous assessment, in connection with the origination or
                                            securitization of the loans. In all cases, the environmental site
                                            assessment was a Phase I environmental assessment, although in some
                                            cases a Phase II site assessment was also performed. With respect to
                                            the mortgaged properties securing the mortgage loans that were not
                                            the subject of an environmental site assessment within eighteen
                                            months prior to the cut-off date, the applicable mortgage loan seller
                                            either (a) represented that with respect to each such mortgaged
                                            property (i) no hazardous material is present on the mortgaged
                                            property and (ii) the mortgaged property is in material compliance
                                            with all applicable federal, state and local laws pertaining to
                                            hazardous materials or environmental hazards, in each case subject to
                                            limitations of materiality and the other qualifications set forth in
                                            the representation, or (b) provided secured creditor impaired
                                            property policies providing coverage for certain losses that may
                                            arise from adverse environmental conditions that may exist at the
                                            related mortgaged property. These reports generally did not disclose
                                            the presence or risk of environmental contamination that is
                                            considered material and adverse to the interests of the holders of
                                            the certificates; 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, and/or provide additional security such as letters of
                                            credit, reserves or stand-alone secured creditor impaired property
                                            policies.

                                            If the environmental investigations described above revealed any such
                                            circumstances or conditions with respect to the related mortgaged
                                            property, then (a) the circumstances or conditions were subsequently
                                            remediated in all material respects or (b) generally, with certain
                                            exceptions, one or more of the following was the case:

                                            o   a party not related to the related mortgagor with financial
                                                resources reasonably adequate to cure the subject violation in
                                                all material respects was identified as a responsible party for
                                                such circumstance or condition;

                                            o   the related mortgagor was required to provide additional
                                                security adequate to cure the subject violation in all material
                                                respects and to obtain and, for the period contemplated by the
                                                related loan documents, maintain an operations and maintenance
                                                plan;

                                            o   the related mortgagor provided a "no further action" letter or
                                                other evidence that would be acceptable to the related mortgage
                                                loan seller and that would be acceptable to a reasonably prudent
                                                lender that applicable federal, state or local governmental
                                                authorities had no current intention of taking any action, and
                                                are not requiring any action, in respect of such circumstance or
                                                condition;

                                            o   such circumstances or conditions were investigated further and
                                                based upon such additional investigation, an independent
                                                environmental consultant recommended no further investigation or



                                      S-59





                                                remediation, or recommended only the implementation of an
                                                operations and maintenance program, which the related mortgagor
                                                is required to do;

                                            o   the expenditure of funds reasonably estimated to be necessary to
                                                effect such remediation was the lesser of (a) an amount equal to
                                                two percent of the outstanding principal balance of the related
                                                mortgage loan and (b) $200,000;

                                            o   an escrow of funds exists reasonably estimated to be sufficient
                                                for purposes of effecting such remediation;

                                            o   the related mortgagor or other responsible party is currently
                                                taking such actions, if any, with respect to such circumstances
                                                or conditions as have been required by the applicable
                                                governmental regulatory authority;

                                            o   the related mortgaged property is insured under a policy of
                                                insurance, subject to certain per occurrence and aggregate
                                                limits and a deductible, against certain losses arising from
                                                such circumstances or conditions; or

                                            o   a responsible party with financial resources reasonably adequate
                                                to cure the subject violation in all material respects provided
                                                a guaranty or indemnity to the related mortgagor to cover the
                                                costs of any required investigation, testing, monitoring or
                                                remediation.

                                            Fifteen (15) of the mortgaged properties, securing mortgage loans
                                            representing 1.8% of the initial outstanding pool balance (which
                                            include twelve (12) mortgaged properties in loan group 1,
                                            representing 1.7% of the initial outstanding loan group 1 balance, and
                                            three (3) mortgaged properties in loan group 2, representing 2.9% of
                                            the initial outstanding loan group 2 balance), are the subject of a
                                            group secured creditor impaired property policy providing coverage
                                            for certain losses that may arise from adverse environmental
                                            conditions that may exist at the related mortgaged properties. One
                                            (1) of the mortgaged properties, securing a mortgage loan representing
                                            0.3% of the initial outstanding pool balance (and representing 2.8%
                                            of the initial outstanding loan group 2 balance), has the benefit of
                                            a stand-alone secured creditor impaired property policy or pollution
                                            legal liability policy that provides coverage for selected
                                            environmental matters with respect to that property. Such stand-alone
                                            policies may contain additional limitations and exclusions, including
                                            but not limited to exclusions from coverage for mold and other
                                            microbial contamination, coverage limits that are less than the
                                            related loan amount, or policy durations which do not extend to or
                                            beyond the maturity of the related loan. We describe each policy
                                            under "Description of the Mortgage Pool--Environmental Insurance" in
                                            this prospectus supplement. Generally, environmental site
                                            assessments were not performed with respect to those mortgaged
                                            properties covered by the group secured creditor impaired property
                                            policy.

                                            We cannot assure you, however, that the environmental assessments
                                            revealed 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
                                            maintenance plans will be sufficient to remediate the environmental
                                            conditions. Moreover, we cannot assure you that:



                                      S-60





                                            o   future laws, ordinances or regulations will not impose any
                                                material environmental liability; or

                                            o   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 underground storage tanks).

                                            In addition, some borrowers under the mortgage loans may not have
                                            satisfied or may not satisfy all post-closing obligations required by
                                            the related mortgage loan documents with respect to environmental
                                            matters. There can be no assurance that recommended operations and
                                            maintenance plans have been implemented or will continue to be
                                            complied with.

                                            Portions of some of the mortgaged properties securing the mortgage
                                            loans may include tenants that operate as, 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 substances from
                                            underground storage tank systems or otherwise, could adversely impact
                                            the related borrower's ability to repay the related mortgage loan.
                                            Certain of the mortgaged properties may have environmental
                                            contamination that has been remediated and for which no-further action
                                            letters have been issued or may be the subject of ongoing remediation.

                                            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 the mortgaged properties are required to be
                                            inspected periodically, there are no generally accepted standards for
                                            the assessment of any existing mold. If left unchecked, 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



                                      S-61





                                            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 certificateholders.

IF A BORROWER IS UNABLE TO REPAY
ITS LOAN ON ITS MATURITY DATE,
YOU MAY EXPERIENCE A LOSS                   Two hundred twenty-five (225) mortgage loans, representing 100.0% of
                                            the initial outstanding pool balance (which include one hundred
                                            ninety-seven (197) mortgage loans in loan group 1, representing 100.0%
                                            of the initial outstanding loan group 1 balance, and twenty-eight
                                            (28) mortgage loans in loan group 2, representing 100.0% of the
                                            initial outstanding loan group 2 balance), are balloon loans.
                                            Twenty-nine (29) of these mortgage loans, representing 11.6% of the
                                            initial outstanding pool balance (and representing 13.0% of the
                                            initial outstanding loan group 1 balance), are mortgage loans, which
                                            are also referred to in this prospectus supplement as "ARD Loans",
                                            that have an anticipated repayment date that provide for an increase
                                            in the mortgage rate and/or principal amortization at a specified
                                            date prior to stated maturity. These ARD Loans are structured to
                                            encourage the borrower to repay the mortgage loan in full by the
                                            specified date (which is prior to the mortgage loan's stated maturity
                                            date) upon which these increases occur. Also included in these
                                            balloon loans are ninety-two (92) mortgage loans, representing 57.0%
                                            of the initial outstanding pool balance (which include seventy-five
                                            (75) mortgage loans in loan group 1, representing 54.7% of the
                                            initial outstanding loan group 1 balance, and seventeen (17) mortgage
                                            loans in loan group 2, representing 76.3% of the initial outstanding
                                            loan group 2 balance), that provide for monthly payments of interest
                                            only for their entire respective terms and Fifty-five (55) mortgage
                                            loans, representing 24.7% of the initial outstanding pool balance
                                            (which include forty-eight (48) mortgage loans in loan group 1,
                                            representing 25.3% of the initial outstanding loan group 1 balance,
                                            and seven (7) mortgage loans in loan group 2, representing 19.5% of
                                            the initial outstanding loan group 2 balance), that currently provide
                                            for monthly payments of interest only for a portion of their
                                            respective terms ranging from 6 months to 120 months and then provide
                                            for the monthly payment of principal and interest over their
                                            respective remaining terms. 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 loan having an anticipated repayment date) 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 a borrower's ability to
                                            repay the loan on its anticipated repayment date or stated 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;



                                      S-62





                                            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.

                                            No mortgage loan seller or any of its respective affiliates is 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
PAYMENTS ON YOUR CERTIFICATES               Three (3) mortgage loans, representing 1.6% of the initial
                                            outstanding pool balance (which include two (2) mortgage loans in
                                            loan group 1, representing 1.4% of the initial outstanding loan group
                                            1 balance, and one (1) mortgage loan in loan group 2 representing
                                            3.1% of the initial outstanding loan group 2 balance), currently have
                                            additional financing in place that is secured by the mortgaged
                                            property related to such mortgage loan. Mortgage Loan No. 31 (the
                                            "Lennox Town Center Mortgage Loan"), which had an outstanding
                                            principal balance as of the cut-off date of $26,000,000, is secured
                                            by the related mortgaged property, which also secures a subordinated
                                            B Note (the "Lennox Town Center B Note") that had an original
                                            principal balance of $1,000,000. Mortgage Loan No. 110 (the
                                            "Fairfield Inn Wilmington Mortgage Loan"), which had an outstanding
                                            principal balance as of the cut-off date of $9,280,000, is secured by
                                            the related mortgaged property, which also secures a subordinated B
                                            Note (the "Fairfield Inn Wilmington B Note") that had an original
                                            principal balance of $580,000. Mortgage Loan No. 111 (the "Cameron
                                            Apartments Mortgage Loan"), which had an outstanding principal
                                            balance as of the cut-off date of $9,000,000, is secured by the
                                            related mortgaged property, which also secures a subordinated B Note
                                            (the "Cameron Apartments B Note") that had an original principal
                                            balance of $500,000. See "Description of the Mortgage Pool--
                                            Subordinate and Other Financing" and "Servicing of the Mortgage
                                            Loans--Servicing of the A/B Mortgage Loans" in this prospectus
                                            supplement.

                                            In addition to the foregoing, the borrower under one (1) mortgage
                                            loan, Mortgage Loan No. 70 (the "Comfort Suites BWI Airport Mortgage
                                            Loan"), representing 0.5% of the initial outstanding pool balance
                                            (and representing 0.6% of the initial outstanding loan group 1
                                            balance), has entered into additional related mezzanine financing
                                            that is not secured by the related mortgaged property.

                                            In general, borrowers that have not agreed to certain special purpose
                                            covenants in the related mortgage loan documents may have also



                                      S-63





                                            incurred additional financing that is not secured by the mortgaged
                                            property.

                                            Thirty-seven (37) mortgage loans, representing 19.3% of the initial
                                            outstanding pool balance (which includes twenty-six (26) mortgage
                                            loans in loan group 1, representing 16.6% of the initial outstanding
                                            loan group 1 balance, and eleven (11) mortgage loans in loan group 2,
                                            representing 42.1% of the initial outstanding loan group 2 balance),
                                            permit the owners of the borrower to enter into additional financing
                                            that is secured by a pledge of some or all of the equity interests in
                                            the borrower, provided that certain debt service coverage ratio and
                                            loan-to-value ratio tests are satisfied as further discussed in the
                                            footnotes of Appendix II to this prospectus supplement.

                                            Three (3) mortgage loans, representing 4.0% of the initial
                                            outstanding pool balance (and representing 4.5% of the initial
                                            outstanding loan group 1 balance), permit the borrower to enter into
                                            both additional financing that is secured by a pledge of equity
                                            interests in the borrower and additional unsecured financing from the
                                            borrower's direct or indirect owners or affiliates; provided that, in
                                            each case, certain debt service coverage ratio and loan-to-value
                                            ratio tests are satisfied as further discussed in the footnotes of
                                            Appendix II to this prospectus supplement.

                                            Two (2) mortgage loans, representing 0.6% of the initial outstanding
                                            pool balance (which includes one (1) mortgage loan in loan group 1,
                                            representing 0.5% of the initial outstanding loan group 1 balance,
                                            and one (1) mortgage loan in loan group 2, representing 1.4% of the
                                            initial outstanding loan group 2 balance) permit the borrower to
                                            obtain an unsecured line of credit provided that certain
                                            loan-to-value ratio tests and certain other conditions are satisfied
                                            as further discussed in the footnotes of Appendix II to this
                                            prospectus supplement.

                                            One (1) mortgage loan, representing 0.3% of the initial outstanding
                                            pool balance (and representing 0.3% of the initial outstanding loan
                                            group 1 balance), permits the borrower to enter into additional
                                            subordinate financing that is secured by the mortgaged property,
                                            provided that certain debt service coverage ratio and loan-to-value
                                            ratio tests are satisfied as further discussed in the footnotes of
                                            Appendix II to this prospectus supplement.

                                            One (1) mortgage loan, representing 0.3% of the initial outstanding
                                            pool balance (and representing 0.3% of the initial outstanding loan
                                            group 1 balance), permits the borrower to enter into additional
                                            unsecured subordinate financing from certain affiliates as further
                                            discussed in the footnotes of Appendix II to this prospectus
                                            supplement.

                                            In general, borrowers that have not agreed to certain special purpose
                                            covenants in the related mortgage loan documents may also be
                                            permitted to incur additional financing that is not secured by the
                                            mortgaged property.

                                            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



                                      S-64





                                            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 charge
                                            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 charge or
                                            prepayment premium.

                                            We make no representation 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 such
                                            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.

                                            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.

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

                                            Additionally, if the borrower, or its constituent members, is
                                            obligated to another lender, actions taken by other lenders could
                                            impair the security available to the trust. If a junior lender files
                                            an involuntary bankruptcy petition against the borrower, or the
                                            borrower files a voluntary bankruptcy petition to stay enforcement by
                                            a junior lender, the 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 a junior 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



                                      S-65





                                            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 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.

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

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 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



                                      S-66





                                            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.

BANKRUPTCY OR OTHER PROCEEDINGS
RELATED TO THE SPONSOR OF A
BORROWER MAY ADVERSELY AFFECT THE
PERFORMANCE OF THE RELATED
MORTGAGE LOAN                               Certain of the mortgage loans may have sponsors or borrowers that
                                            have previously filed bankruptcy or have been subject to foreclosure
                                            actions, which in some cases may have involved the same property that
                                            currently secures the mortgage loan. In each case, the related entity
                                            or person has emerged from bankruptcy or, in the case of previous
                                            foreclosure actions, is not permitted to directly or indirectly
                                            manage the related borrower. 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
LACK CUSTOMARY PROVISIONS
                                            Certain of the mortgage loans lack many provisions that 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, 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.



                                      S-67





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 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 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.

                                            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.



                                      S-68





                                            We make no representation or warranty as to the skills of any present
                                            or future managers of the mortgaged properties. 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 lock-out 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, regardless of whether the prepayment is
                                            voluntary or involuntary. 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, 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 such funds for purposes other than the
                                            payment of the mortgage loan and maintaining the mortgaged property.

ENFORCEABILITY OF
MULTI-BORROWER/MULTI-PROPERTY AND
MULTI-BORROWER/MULTI-PARCEL
ARRANGEMENTS MAY BE CHALLENGED AND
THE BENEFITS OF THESE ARRANGEMENTS
MAY OTHERWISE BE LIMITED AND MAY
ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        The mortgage pool includes seventeen (17) mortgage loans or groups of
                                            mortgage loans, representing 11.8% of the initial outstanding pool
                                            balance (and representing 13.2% of the initial outstanding loan group
                                            1 balance), under which an aggregate amount of indebtedness is
                                            secured by multiple real properties, through cross-collateralization
                                            with other mortgage loans or otherwise. This arrangement attempts to
                                            reduce the risk that one mortgaged real property may not generate
                                            enough net operating income to pay debt service. However,
                                            arrangements of this type involving more than one borrower (i.e. in
                                            the case of cross-



                                      S-69





                                            collateralized mortgage loans or certain co-borrower loans) 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 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.

                                            Moreover, nine (9) groups of multi-property mortgage loans or crossed
                                            loan groups, representing 5.7% of the initial outstanding pool
                                            balance (and representing 6.4% of the initial outstanding loan group
                                            1 balance), are secured by mortgaged properties located in various
                                            states. Foreclosure actions are brought in state court and the
                                            courts of one state cannot exercise jurisdiction over property in
                                            another state. Upon a default under any of these mortgage loans, it
                                            may not be possible to foreclose on the related mortgaged real
                                            properties simultaneously.



                                      S-70





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 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
                                            loan sellers generally do not consider those defects known to them to



                                      S-71





                                            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 such 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.

                                            In addition, permitted nonconforming uses and/or structures may be
                                            subject to the effects of zoning compliance requirements that are not
                                            casualty-related, such as the lifting of a parking compliance
                                            moratorium, which expires after a certain period of time. There can
                                            be no assurance that such compliance requirements would not have a
                                            material adverse impact on the related mortgage loan.

                                            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. In its aftermath, there was considerable
                                            uncertainty in the world financial markets. It is impossible to
                                            predict



                                      S-72





                                            whether, or the extent to which, future terrorist activities may
                                            occur in the United States. According to publicly available reports,
                                            the financial markets have in the past responded to the uncertainty
                                            with regard to the scope, nature and timing of current and possible
                                            future military responses led by the United States, as well as to the
                                            disruptions in air travel, substantial losses reported by various
                                            companies including airlines, insurance providers and aircraft
                                            makers, the need for heightened security across the country and
                                            decreases in consumer confidence that can cause a general slowdown in
                                            economic growth.

                                            It is impossible to predict the duration of the current military
                                            involvement of the United States in Iraq or Afghanistan and whether
                                            the United States will be involved in any other future military
                                            actions. The continued presence of United States military personnel in
                                            Iraq and Afghanistan may prompt further terrorist attacks against the
                                            United States.

                                            It is uncertain what effects the aftermath of such military
                                            operations of the United States in 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, will have on: (a) United States and world
                                            financial markets, (b) local, regional and national economies, (c)
                                            real estate markets across the United States, (d) particular business
                                            segments, including those that are important to the performance of
                                            the mortgaged properties that secure the mortgage loans and/or (e)
                                            insurance costs and the availability of insurance coverage for
                                            terrorist acts, particularly for large mortgaged properties, which
                                            could adversely affect the cash flow at such mortgaged properties.
                                            In particular, the decrease in air travel may have a negative effect
                                            on certain of the mortgaged properties, including hospitality
                                            mortgaged properties and those mortgaged properties in tourist areas
                                            which could reduce the ability of such mortgaged properties to
                                            generate cash flow. As a result, the ability of the mortgaged
                                            properties to generate cash flow may be adversely affected. These
                                            disruptions and uncertainties could materially and adversely affect
                                            the value of, and your ability to resell, your certificates.

THE ABSENCE OF 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 such risks. If a borrower does not have insurance against
                                            such 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



                                      S-73





                                            construction may materially impair the borrower's ability to effect
                                            such reconstruction or major repairs or may materially increase their
                                            cost.

                                            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 extended the
                                            duration of the Terrorism Insurance Program until December 31, 2007.

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

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

                                            The Treasury Department has established procedures for the program
                                            under which the federal share of compensation equals 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.



                                      S-74





                                            There can be no assurance that upon the expiration of the Terrorism
                                            Insurance Program, subsequent terrorism insurance legislation will be
                                            passed. Because it is a temporary program, there is no assurance
                                            that it will create any long-term changes in the availability and
                                            cost of such insurance.

                                            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 such 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 are 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
                                            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 such 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.



                                      S-75





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 such policies are drawn on to
                                            cover losses on such other properties, the amount of insurance
                                            coverage available under such policies may thereby be reduced and
                                            could be insufficient to cover each mortgaged property's insurable
                                            risks.

PROPERTY INSPECTIONS AND
ENGINEERING REPORTS MAY NOT
REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON THE
PROPERTY                                    Licensed engineers or consultants generally inspected the mortgaged
                                            properties and prepared engineering reports in connection with the
                                            origination 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. However, we cannot assure you that
                                            all conditions requiring repair or replacement were identified. In
                                            those cases where a material condition was disclosed, such condition
                                            has been or is required to be remedied to the mortgage loan seller's
                                            satisfaction, or funds as deemed necessary by the mortgage loan
                                            seller, or the related engineer or consultant have been reserved to
                                            remedy the material condition. 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                 An appraisal certified by the applicable appraiser to be in
                                            compliance with FIRREA was conducted in respect of each mortgaged
                                            property in connection with the origination or securitization of the
                                            related mortgage loan. 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. The estimates of value
                                            reflected in the appraisals and the related loan-to-value ratios are
                                            presented for illustrative purposes only in Appendix I and Appendix
                                            II to this prospectus supplement. In each case the estimate
                                            presented is the one set forth in the most recent appraisal available
                                            to us as of the cut-off date, although we generally have not obtained
                                            updates to the appraisals. There is no assurance that the appraisal
                                            values indicated accurately reflect past, present or future market
                                            values of the mortgaged properties.



                                      S-76





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 (provided that the Class A-M Certificates
                                            will be senior in right to the Class A-J Certificates), with such
                                            classes generally not being entitled to receive principal until the
                                            preceding class or classes entitled to receive principal have been
                                            retired.

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 such rights of the holders of the more senior
                                            certificates having an earlier alphabetical class designation
                                            (provided that the Class A-M Certificates will be senior in right to
                                            the Class A-J Certificates). Losses on the mortgage loans (other
                                            than losses with respect to the 330 West 34th Street Mortgage Loan,
                                            which will be allocated to the Class AW34 Certificates) will be
                                            allocated to the 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-3, Class A-AB, Class A-4 Certificates,
                                            pro rata, and, solely with respect to losses of interest, to the
                                            Class X Certificates, in proportion to the amounts of interest or
                                            principal distributable on those certificates.

THE OPERATION OF THE 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.
                                            Any net income from operations other than qualifying "rents from real
                                            property", or any rental income based on the net profits derived by
                                            any person from such property 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



                                      S-77





                                            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 to the
                                            certificateholders.

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 construed the term "judicial action" broadly. In the case of
                                            any mortgage loan secured by mortgaged properties located in multiple
                                            states, the 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                           Fifteen (15) groups of mortgage loans (which include ten (10) groups
                                            of mortgage loans exclusively in loan group 1, representing 26.7% of
                                            the initial loan group 1 balance, four (4) groups of mortgage loans
                                            exclusively in loan group 2, representing 54.4% of the initial loan
                                            group 2 balance and one (1) group of mortgage loans in loan group 1
                                            and loan group 2, representing 14.1% and 6.5% of the initial loan
                                            group 1 balance and initial loan group 2 balance, respectively), the
                                            three (3) largest of which represent 13.3%, 6.3% and 5.1%,
                                            respectively, of the initial outstanding pool balance, were made to
                                            borrowers that are affiliated through common ownership of partnership
                                            or other equity interests and where, in general, the related
                                            mortgaged properties are commonly managed. The related borrower
                                            concentrations of the three (3) largest groups exclusively in loan
                                            group 1 represent 7.0%, 5.7% and 4.5%, respectively, of the initial
                                            outstanding loan group 1 balance, the three (3) groups exclusively in
                                            loan group 2 represent 19.8%, 17.7% and 11.3% of the initial
                                            outstanding loan group 2 balance.

                                            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 such 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 such property, 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



                                      S-78





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

                                            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. Such
                                            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.

TENANCIES IN COMMON MAY
HINDER RECOVERY                             Borrowers under nine (9) mortgage loans, representing 2.2% of the
                                            initial outstanding pool balance (representing 2.4% of the initial
                                            outstanding loan group 1 balance, and which include Mortgage Loan
                                            Nos. 42, 116, 117, 152, 180, 186, 220-221, 237 and 257) 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
                                            such 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.

                                            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



                                      S-79





                                            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 some 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.

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 may be scheduled to terminate or
                                            have significant tax increases prior to the maturity of the related
                                            mortgage loan, resulting in higher, and in some cases substantially
                                            higher, real estate tax obligations for the related borrower. An
                                            increase in real estate taxes may impact the ability of the borrower
                                            to pay debt service on the mortgage loans. There are no assurances
                                            that any such program will continue for the duration of the related
                                            mortgage loan.

LEGAL ACTION ARISING OUT OF
ORDINARY BUSINESS COULD ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES                           There may be pending or threatened legal actions, suits or
                                            proceedings against the borrowers and managers of the mortgaged
                                            properties and their respective affiliates arising out of their
                                            ordinary business. We cannot assure you that any such actions, suits
                                            or proceedings would not have a material adverse effect on your
                                            certificates.

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 such costs or fines, the amount available to pay
                                            debt service would be reduced.



                                      S-80





RISKS RELATING TO TAX CREDITS
                                            With respect to certain mortgage loans secured by multifamily
                                            properties, the related property owners may be entitled to receive
                                            low-income housing tax credits pursuant to Section 42 of the Internal
                                            Revenue Code, which provides a tax credit for owners of multifamily
                                            rental properties meeting the definition of low-income housing, who
                                            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 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 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 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.

CONFLICTS OF INTEREST MAY HAVE
AN ADVERSE EFFECT ON YOUR
CERTIFICATES                                Conflicts between various certificateholders. The special servicer
                                            is given considerable latitude in determining whether and in what
                                            manner to liquidate or modify defaulted mortgage loans. 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 its certificate principal balance 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 (or with respect to an A/B Mortgage



                                      S-81





                                            Loan, the holder of the related B Note to the extent set forth in the
                                            related intercreditor agreement), and such holders may have interests
                                            in conflict with those of the holders of the other certificates. 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 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 privately offered certificates.

                                            The master servicer, any primary servicer, the special servicer or an
                                            affiliate of any of them may hold subordinate mortgage notes or
                                            acquire certain of the most subordinated certificates, including
                                            those of the initial controlling class. Under such circumstances,
                                            the master servicer, 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 servicer, the special
                                            servicer and the primary servicer will service loans other than those
                                            included in the trust in the ordinary course of their business. In
                                            these instances, the interests of the master servicer, the special
                                            servicer or the primary servicer, 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 trust. 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 servicer, the primary
                                            servicer or the special servicer, as applicable. The initial special
                                            servicer under the pooling and servicing agreement will be Centerline
                                            Servicing Inc. (formerly known as ARCap Servicing, Inc.); the initial
                                            operating adviser under the pooling and servicing agreement will be
                                            Centerline REIT Inc. (formerly known as ARCap REIT, Inc.).

                                            Conflicts between certificateholders and the Non-Serviced Mortgage
                                            Loan Master Servicer and/or the Non-Serviced Mortgage Loan Special
                                            Servicer. Any non-serviced mortgage loan will be serviced and
                                            administered pursuant to the related non-serviced mortgage loan
                                            pooling and servicing agreement, which provides for servicing
                                            arrangements that are generally consistent with the terms of other
                                            comparably rated commercial mortgage loan securitizations.
                                            Consequently, non-serviced mortgage loans will not be serviced and
                                            administered pursuant to the terms of the pooling and servicing
                                            agreement. In addition, the legal and/or beneficial owners of the
                                            other mortgage loans secured by the mortgaged property securing
                                            non-serviced mortgage loans, directly or through representatives,
                                            have certain rights under the related non-serviced mortgage loan
                                            pooling and servicing agreement and the related intercreditor
                                            agreement that affect such mortgage loans, including with respect to
                                            the servicing of such



                                      S-82





                                            mortgage loans and the appointment of a special servicer with respect
                                            to such mortgage loans. Those legal and/or beneficial owners may
                                            have interests that conflict with your interests.

                                            Conflicts between certificateholders and the holders of subordinate
                                            notes. Pursuant to the terms of the related intercreditor
                                            agreements, neither the master servicer nor special servicer may
                                            enter into material amendments, modifications or extensions of a
                                            mortgage loan in a material manner without the consent of the holder
                                            of the related subordinate note, subject to the expiration of the
                                            subordinate note holder's consent rights. The holders of the
                                            subordinate notes (or their respective designees) may have interests
                                            in conflict with those of the certificateholders of the classes of
                                            offered certificates. As a result, approvals to proposed actions of
                                            the master servicer or special servicer, as applicable, under the
                                            pooling and servicing agreement may not be granted in all instances,
                                            thereby potentially adversely affecting some or all of the classes of
                                            offered certificates.

                                            Conflicts between certificateholders and primary servicer. The
                                            primary servicer for certain of the mortgage loans will be Principal
                                            Global Investors, LLC, an affiliate of a mortgage loan seller. The
                                            primary servicer for certain of the mortgage loans will be Wells
                                            Fargo Bank, National Association, a mortgage loan seller. It is
                                            anticipated that the master servicer will delegate many of its
                                            servicing obligations with respect to these mortgage loans to such
                                            primary servicers pursuant to primary servicing agreements. Under
                                            these circumstances, the primary servicers, because it is either a
                                            seller or an affiliate of a seller, may have interests that conflict
                                            with the interests of the holders of the certificates.

                                            Conflicts between borrowers and property managers. 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 mortgaged
                                            properties may accordingly experience conflicts of interest in the
                                            management of such mortgaged properties.

                                            Conflicts between the trust and the mortgage loan sellers. The
                                            activities of the mortgage loan sellers, and their affiliates or
                                            subsidiaries, may involve properties that are in the same markets as
                                            the mortgaged properties underlying the certificates. In such case,
                                            the interests of each of the mortgage loan sellers, or their
                                            affiliates or subsidiaries, 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 or subsidiaries, that engage in the acquisition,
                                            development, operation, leasing, 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 or
                                            subsidiaries, as acquirors,



                                      S-83





                                            developers, operators, tenants, financers or sellers of real estate
                                            related assets.

                                            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 or
                                            subsidiaries 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 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.

                                            Other Conflicts. The depositor is an affiliate of Morgan Stanley
                                            Mortgage Capital Holdings LLC, a mortgage loan seller and a sponsor,
                                            and Morgan Stanley & Co. Incorporated, one of the underwriters. Bear
                                            Stearns Commercial Mortgage, Inc., one of the mortgage loan sellers
                                            and a sponsor, is an affiliate of Bear Stearns & Co. Inc., one of the
                                            underwriters. Wells Fargo Bank, National Association is a mortgage
                                            loan seller, a sponsor, the master servicer, the paying agent, the
                                            certificate registrar and the authenticating agent. Principal
                                            Commercial Funding II, LLC, a mortgage loan seller and sponsor, is
                                            affiliated with Principal Global Investors, LLC, one of the primary
                                            servicers. LaSalle Bank National Association and Morgan Stanley
                                            Mortgage Capital Holdings LLC, successor-in-interest by merger to
                                            Morgan Stanley Mortgage Capital Inc., are parties to a custodial
                                            agreement whereby LaSalle, for consideration, provides custodial
                                            services to Morgan Stanley Mortgage Capital Holdings LLC for certain
                                            commercial mortgage loans originated or purchased by it. Pursuant to
                                            this custodial agreement, LaSalle Bank National Association is
                                            currently providing custodial services for most of the mortgage loans
                                            to be sold by Morgan Stanley Mortgage Capital Holdings LLC 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. LaSalle Bank National
                                            Association and Bear Stearns Commercial Mortgage Inc. are parties to
                                            a custodial agreement whereby LaSalle, for consideration, provides
                                            custodial services to Bear Stearns Commercial Mortgage Inc. for
                                            certain commercial mortgage loans originated or purchased by it.
                                            Pursuant to this custodial agreement, LaSalle Bank National
                                            Association is currently providing custodial services for most of the
                                            mortgage loans to be sold by Bear



                                      S-84





                                            Stearns Commercial Mortgage Inc. 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.

                                            With respect to each A/B mortgage loan, the holder of the related B
                                            note may be entitled to certain consent or cure rights which may
                                            conflict with interests of the holder of the related senior mortgage
                                            loan included in the trust. After an event of default under those
                                            A/B Mortgage Loans, the holder of the related B note may be entitled
                                            to consult with or direct the holder of the related mortgage loan,
                                            with respect to a foreclosure or liquidation of the mortgaged
                                            property to the extent provided in the related intercreditor
                                            agreement.

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 as further discussed in the footnotes to Appendix II attached to
                                            this prospectus supplement.

                                            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-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-3, Class
                                            A-AB and Class A-4 Certificates will be particularly sensitive to
                                            prepayments on mortgage loans in loan group 1 and the yield on the
                                            Class A-1A Certificates will be particularly sensitive to prepayments
                                            on mortgage loans in loan group 2. See "Yield, Prepayment and
                                            Maturity Considerations" in this prospectus supplement.

                                            Voluntary prepayments under some of the mortgage loans are prohibited
                                            for specified lock-out 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
                                            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 lock-out periods. The rate at which voluntary



                                      S-85





                                            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 lock-out 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, primary servicer or
                                                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.

                                            Generally, no yield maintenance charge or prepayment premium will be
                                            required for prepayments (i) in connection with a casualty or
                                            condemnation unless an event of default has occurred or (ii) in
                                            connection with the resolution of a specially serviced mortgage
                                            loan. In addition, certain mortgage loans may allow for all or a
                                            portion of the outstanding principal amount to be prepaid, without
                                            any prepayment premium or yield maintenance charge, if any insurance
                                            proceeds or condemnation awards are applied against the outstanding
                                            principal amount of the loan. 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 B Note or 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.

                                            Although all of the mortgage loans have protection against voluntary
                                            prepayments in the form of lock-out periods, defeasance provisions,
                                            yield maintenance provisions and/or prepayment premium provisions,
                                            there can be no assurance that (i) borrowers will refrain from
                                            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



                                      S-86





                                            described in this prospectus supplement. See Appendix II attached to
                                            this prospectus supplement for a description of the various
                                            prepayment provisions.

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 such 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.

                                            In addition, certain mortgage loans provide for the release, without
                                            prepayment or defeasance, of outparcels or other portions of the
                                            related mortgaged property that were given no value or minimal value
                                            in the underwriting process, subject to the satisfaction of certain
                                            conditions. In addition, certain of the mortgage loans permit the
                                            related borrower to substitute collateral under certain circumstances.

                                            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 THE CERTIFICATE WAS
PURCHASED AND THE RATE, TIMING
AND AMOUNT OF DISTRIBUTIONS ON
YOUR CERTIFICATE                            The yield on any certificate will depend on (1) the price at which
                                            such 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 such 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 such 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 the 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;

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



                                      S-87





                                            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 such certificate.

                                            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 (provided that the Class A-M Certificates will be senior
                                            in right to the Class A-J Certificates). Losses on the mortgage
                                            loans (other than losses with respect to the 330 West 34th Street
                                            Mortgage Loan, which will be allocated to the Class AW34
                                            Certificates) will be allocated to the 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 Certificates, the Class A-1A Certificates, the Class A-2
                                            Certificates, the Class A-3 Certificates, the Class A-AB
                                            Certificates, and the Class A-4 Certificates, pro rata, and with
                                            respect to losses of interest only, the Class X 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
                                            such class.

                                            If you calculate your anticipated yield based on assumed rates of
                                            default and losses that are lower than the default rate and losses
                                            actually experienced and such losses are allocable to your
                                            certificates, your actual yield to maturity will be lower than the
                                            assumed yield.



                                      S-88





                                            Under extreme scenarios, such yield could be negative. In general,
                                            the earlier a loss is borne by your certificates, 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 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 an
                                            anticipated repayment date 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 principal and interest 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, 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
SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE MAY HAVE AN ADVERSE
EFFECT ON THE PAYMENTS
ON YOUR CERTIFICATES                        To the extent described in this prospectus supplement, the master
                                            servicer, the special servicer or the trustee, if applicable (and the
                                            related master servicer, the special servicer, the trustee or any
                                            fiscal agent in respect of any non-serviced mortgage loans), 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. 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 the
                                            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.



                                      S-89





LEASEHOLD INTERESTS ENTAIL
CERTAIN RISKS WHICH MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES

                                            In addition, six (6) of the mortgaged properties, securing mortgage
                                            loans representing 1.8% of the initial outstanding pool balance (and
                                            representing 2.0% of the initial outstanding loan group 1 balance),
                                            are subject to a first mortgage lien on a leasehold interest under a
                                            ground lease.

                                            Two (2) of the mortgaged properties, securing mortgage loans
                                            representing 1.0% of the initial outstanding pool balance (and
                                            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 fee interest in a
                                            portion of the related mortgaged property and a leasehold interest in
                                            the remainder of the related mortgaged property.

                                            Leasehold mortgage loans are subject to certain risks not associated
                                            with mortgage loans secured by a lien on the fee estate of the
                                            borrower. The most significant of these risks is that if the
                                            borrower's leasehold were to be terminated upon a lease default, the
                                            lender would lose its security. Generally, each related ground lease
                                            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 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 such right.
                                            If both the lessor and the lessee/borrowers are involved in
                                            bankruptcy proceedings, the trustee may be unable to enforce the
                                            bankrupt lessee/borrower's right to refuse to treat a ground lease
                                            rejected by a bankrupt lessor as terminated. In such circumstances,
                                            a lease could be terminated notwithstanding lender protection
                                            provisions contained therein or in the mortgage.

                                            In a 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



                                      S-90





                                            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 under the ground lease 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.

THE MORTGAGE LOAN SELLERS ARE
SUBJECT TO BANKRUPTCY OR
INSOLVENCY LAWS THAT MAY AFFECT
THE TRUST'S OWNERSHIP OF
THE MORTGAGE LOANS                          In the event of the insolvency of any mortgage loan seller, it is
                                            possible the trust's right to payment from or ownership of the
                                            mortgage loans could be challenged, and if such challenge were
                                            successful, delays or reductions in payments on your certificates
                                            could occur.

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

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 the 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



                                      S-91





                                            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.

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

WEIGHTED AVERAGE COUPON RATE
ENTAILS RISKS WHICH MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                           The interest rates on one or more classes of 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. Alternatively,
                                            the interest rate on one or more classes of the certificates may be
                                            capped at such weighted average rate. This weighted average rate is
                                            further described in this prospectus supplement under the definition
                                            of "Weighted Average Net Mortgage Rate" in the "Glossary of Terms."
                                            Any class of certificates that 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.


      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-92



                               TRANSACTION PARTIES

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

Bear Stearns Commercial Mortgage, Inc.

Overview

      Bear Stearns Commercial Mortgage, Inc., a New York corporation ("BSCMI"),
is a sponsor of this transaction and is one of the mortgage loan sellers. BSCMI
or an affiliate originated or acquired and underwrote all of the mortgage loans
sold to the depositor by BSCMI. BSCMI originates, acquires and underwrites loans
through its New York City and Los Angeles offices.

      BSCMI is a wholly-owned subsidiary of The Bear Stearns Companies Inc.
(NYSE: BSC) and an affiliate of Bear, Stearns & Co. Inc., one of the
underwriters. The principal offices of BSCMI are located at 383 Madison Avenue,
New York, New York 10179, and its telephone number is (212) 272-2000.

      BSCMI's primary business is the underwriting, origination and sale of
mortgage loans secured by commercial or multifamily properties. BSCMI sells the
great majority of the mortgage loans that it originates through commercial
mortgage backed securities ("CMBS") securitizations. BSCMI, with its commercial
mortgage lending affiliates and predecessors, began originating commercial
mortgage loans in 1995 and securitizing commercial mortgage loans in 1996. In
its fiscal year ended November 30, 2006, the total amount of commercial mortgage
loans originated by BSCMI since 1995 was in excess of $39 billion, of which
approximately $30 billion has been securitized. Of the approximately $30 billion
of securitized commercial mortgage loans, approximately $18 billion has been
securitized by an affiliate of BSCMI acting as depositor, and approximately $12
billion has been securitized by unaffiliated entities acting as depositor. In
its fiscal year ended November 30, 2006, BSCMI originated approximately $10
billion of commercial mortgage loans, of which approximately $5 billion was
securitized by an affiliate of BSCMI acting as depositor, and approximately $4
billion was securitized by unaffiliated entities acting as depositor.

      BSCMI's annual commercial mortgage loan originations have grown from
approximately $65 million in 1995 to approximately $1 billion in 2000 and to
approximately $10 billion in its fiscal year ended November 30, 2006. The
commercial mortgage loans originated by BSCMI include both fixed and floating
rate loans and both conduit loans and large loans. BSCMI primarily originates
loans secured by retail, office, multifamily, hospitality, industrial and
self-storage properties, but also originates loans secured by manufactured
housing communities, theaters, land subject to a ground lease and mixed use
properties. BSCMI originates loans in every state and in Puerto Rico and the
U.S. Virgin Islands.

      As a sponsor, BSCMI originates mortgage loans and, either by itself or
together with other sponsors or loan sellers, initiates their securitization by
transferring the mortgage loans to a depositor, which in turn transfers them to
the issuing entity for the related securitization. In coordination with Bear,
Stearns & Co. Inc. and other underwriters, BSCMI works with rating agencies,
loan sellers and servicers in structuring the securitization transaction. BSCMI
acts as sponsor, originator or mortgage loan seller both in transactions in
which it is the sole sponsor and mortgage loan seller as well as in transactions
in which other entities act as sponsor and/or mortgage loan seller. Multiple
seller transactions in which BSCMI has participated to date include each of the
prior series of certificates issued under the "TOP" program, in which BSCMI,
Wells Fargo Bank, National Association, Morgan Stanley Mortgage Capital Holdings
LLC, successor-in-interest by merger to Morgan Stanley Mortgage Capital Inc.,
Principal Commercial Funding, LLC and/or Principal Commercial Funding II, LLC
generally are mortgage loan sellers and sponsors, and Bear Stearns Commercial
Mortgage Securities Inc., an affiliate of BSCMI (the "BSCMSI Depositor"), and
Morgan Stanley Capital I Inc., which is an affiliate of Morgan Stanley Mortgage
Capital Holdings LLC, have alternately acted as depositor and the "PWR" program,
in which BSCMI, Prudential Mortgage Capital Funding, LLC, Wells Fargo Bank,
National Association, Nationwide Life Insurance Company, Principal Commercial
Funding, LLC and/or Principal Commercial Funding II, LLC generally are mortgage
loan sellers, and the BSCMSI Depositor or Bear Stearns Commercial Mortgage
Securities II Inc. acts as depositor. As of January 1,


                                      S-93



2007, BSCMI securitized approximately $7 billion of commercial mortgage loans
through the TOP program and approximately $7 billion of commercial mortgage
loans through the PWR program.

      Neither BSCMI nor any of its affiliates acts as servicer of the commercial
mortgage loans in its securitizations. Instead, BSCMI sells the right to be
appointed servicer of its securitized mortgage loans to rating-agency approved
servicers, including Wells Fargo Bank, National Association, the master servicer
in this transaction, and Bank of America, N.A.

BSCMI's Underwriting Standards

      General. All of the BSCMI mortgage loans were originated or acquired by
BSCMI or an affiliate of BSCMI. In each case, the loans were underwritten
generally in accordance with the underwriting criteria summarized below. Each
lending situation is unique, however, and the facts and circumstance surrounding
the mortgage loan, such as the quality, tenancy and location of the real estate
collateral and the sponsorship of the borrower, will impact the extent to which
the general criteria are applied to a specific mortgage loan. The underwriting
criteria are general, and there is no assurance that every mortgage loan will
comply in all respects with the criteria.

      Mortgage Loan Analysis. The BSCMI credit underwriting team for each
mortgage loan is comprised of real estate professionals from BSCMI. The
underwriting team for each mortgage loan is required to conduct an extensive
review of the related mortgaged property, including an analysis of the
appraisal, engineering report, environmental report, historical property
operating statements, rent rolls, current and historical real estate taxes, and
a review of tenant leases. The review includes a market analysis which focuses
on supply and demand trends, rental rates and occupancy rates. The credit and
background of the borrower and certain key principals of the borrower are
examined prior to approval of the mortgage loan. This analysis 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. Borrowers
generally are required to be special purpose entities. The credit of key tenants
is also examined as part of the underwriting process. A member of the BSCMI
underwriting team visits and inspects each property to confirm occupancy rates
and to analyze the property's market and utility within the market.

      Loan Approval. Prior to commitment, all mortgage loans must be approved by
a loan committee comprised of senior real estate professionals from BSCMI 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. BSCMI's underwriting criteria
generally require the following minimum debt service coverage ratios and maximum
loan-to-value ratios for each indicated property type:

      PROPERTY TYPE                     DSCR GUIDELINE    LTV RATIO GUIDELINE
      -------------                     --------------    -------------------
      Multifamily                            1.20x                80%
      Office                                 1.25x                75%
      Anchored Retail                        1.20x                80%
      Unanchored Retail                      1.30x                75%
      Self-storage                           1.30x                75%
      Hotel                                  1.40x                70%
      Industrial                             1.25x                70%
      Manufactured Housing Community         1.25x                75%

         Debt service coverage ratios are calculated based on anticipated
Underwritten Net Cash Flow at the time of origination. Therefore, the debt
service coverage ratio for each mortgage loan as reported elsewhere in this
prospectus supplement may differ from the amount determined at the time of
origination.

      Escrow Requirements. BSCMI generally requires a borrower to fund various
escrows for taxes and insurance, replacement reserves and capital expenses.
Generally, the required escrows for mortgage loans originated by BSCMI are as
follows:


                                      S-94



      Taxes and Insurance-Typically, a pro rated initial deposit and monthly
deposits equal to 1/12 of the annual property taxes (based on the most recent
property assessment and the current millage rate) and annual property insurance
premium.

      Replacement Reserves-Monthly deposits generally based on the greater of
the amount recommended pursuant to a building condition report prepared for
BSCMI or the following minimum amounts:

           PROPERTY TYPE                        RESERVE GUIDELINE
           -------------                        -----------------
           Multifamily                          $250 per unit
           Office                               $0.20 per square foot
           Retail                               $0.15 per square foot
           Self-storage                         $0.15 per square foot
           Hotel                                5% of gross revenue
           Industrial                           $0.10 - $0.15 per square foot
           Manufactured Housing Community       $50 per pad

      Deferred Maintenance/Environmental Remediation-An initial deposit, upon
funding of the mortgage loan, in an amount generally equal to 125% of the
estimated costs of the recommended substantial repairs or replacements pursuant
to the building condition report completed by a licensed engineer and the
estimated costs of environmental remediation expenses as recommended by an
independent environmental assessment.

      Re-tenanting-In some cases major leases expire within the mortgage loan
term. To mitigate this risk, special reserves may be funded either at closing
and/or during the mortgage loan term to cover certain anticipated leasing
commissions or tenant improvement costs which may be associated with re-leasing
the space occupied by these tenants.

Morgan Stanley Mortgage Capital Holdings LLC

      Morgan Stanley Mortgage Capital Holdings LLC (successor-in-interest by
merger to Morgan Stanley Mortgage Capital Inc.), a New York limited liability
company formed in March 2007 ("MSMCH") is a sponsor of this transaction and is
one of the mortgage loan sellers. MSMCH is a successor to Morgan Stanley
Mortgage Capital Inc., a New York corporation formed in 1984 ("MSMC"), which was
merged into MSMCH on June 15, 2007. MSMCH is an affiliate of the depositor and
one of the underwriters and is a direct wholly owned subsidiary of Morgan
Stanley (NYSE: MS). Since the merger, MSMCH has been continuing the business of
MSMC. The executive offices of MSMCH are located at 1585 Broadway, New York, New
York 10036, telephone number (212) 761-4000. MSMCH also has offices in Chicago,
Illinois, Los Angeles, California, Irvine, California, Alpharetta, Georgia,
Dallas, Texas and Herndon, Virginia. MSMCH originates and purchases commercial
and multifamily mortgage loans primarily for securitization or resale. MSMCH
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 MSMCH nor any of its affiliates currently acts as
servicer of the mortgage loans in its securitizations. MSMCH (or its
predecessor) originated or purchased all of the mortgage loans it is selling to
us.

MSMCH's Commercial Mortgage Securitization Program

      MSMCH (or its predecessor) has been active as a sponsor of securitizations
of commercial mortgage loans since its formation. As a sponsor, MSMCH 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, MSMCH works with rating agencies, investors, mortgage loan sellers
and servicers in structuring the securitization transaction. MSMCH 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. MSMCH's "IQ," "HQ" and "TOP" securitization
programs typically involve multiple mortgage loan sellers.


                                      S-95



      Substantially all mortgage loans originated by MSMCH are sold to
securitizations as to which MSMCH acts as either sponsor or mortgage loan
seller. Mortgage loans originated and securitized by MSMCH 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. MSMCH 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 MSMCH for the four years ending on
December 31, 2006.



                                      TOTAL MSMCH MORTGAGE LOANS   TOTAL MSMCH MORTGAGE LOANS     TOTAL MSMCH
              TOTAL MSMCH MORTGAGE   SECURITIZED WITH AFFILIATED        SECURITIZED WITH        MORTGAGE LOANS
YEAR                  LOANS*                   DEPOSITOR            NON-AFFILIATED DEPOSITOR      SECURITIZED
----          --------------------   ---------------------------   --------------------------   ---------------

                                            (APPROXIMATE AMOUNTS IN BILLIONS OF $)

2006                   16.9                       8.9                         1.9                    10.7
2005                   12.9                       8.2                         1.5                     9.6
2004                    7.6                       5.1                         1.3                     6.4
2003                    6.4                       3.5                         1.3                     4.8


      * Includes all mortgage loans originated or purchased by MSMCH 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.

      MSMCH's large mortgage loan program typically originates mortgage loans
larger than $75 million, although MSMCH's conduit mortgage loan program also
sometimes originates such large mortgage loans. MSMCH originates commercial
mortgage loans secured by multifamily, office, retail, industrial, hotel,
manufactured housing and self-storage properties. The largest property
concentrations of MSMCH 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 MSMCH 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.

      The MSMCH 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, 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 MSMCH
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, MSMCH 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." MSMCH typically
retains outside consultants to conduct its credit underwriting.


                                      S-96



      Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from MSMCH 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. MSMCH'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, MSMCH 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,
MSMCH's judgment of improved property performance in the future and/or other
relevant factors. In addition, with respect to certain mortgage loans originated
by MSMCH 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 this prospectus supplement
and Appendix II may differ from the amount calculated at the time of
origination. In addition, MSMCH'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. MSMCH 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. MSMCH 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 MSMCH.

Servicing

      MSMCH 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, MSMCH 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.

Wells Fargo Bank, National Association

      Wells Fargo Bank, National Association, a national banking association
("Wells Fargo Bank"), is a sponsor of this transaction and is one of the
mortgage loan sellers. Wells Fargo Bank originated and underwrote all of the
mortgage loans it is selling to us.

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

      Wells Fargo Bank is engaged in a general consumer banking, commercial
banking and trust business, offering a wide range of commercial, corporate,
international, financial market, retail and fiduciary banking services. Wells
Fargo Bank is a national banking association chartered by the Office of the
Comptroller of the Currency (the "OCC") and is subject to the regulation,
supervision and examination of the OCC.


                                      S-97



Wells Fargo Bank's Commercial Mortgage Securitization Program

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

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

Servicing

      Wells Fargo Bank services the mortgage loans that it originates, and is
acting as master servicer in this transaction. See "Transaction Parties--Master
Servicer," in this prospectus supplement. Wells Fargo Bank is also acting as
paying agent, certificate registrar, authenticating agent and tax administrator
in this transaction.

Underwriting Standards

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

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


                                      S-98



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

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

      Escrow Requirements. Wells Fargo Bank may require a borrower to fund
escrows or reserves for taxes and insurance or, in some cases, requires such
escrows or reserves to be funded only upon a triggering event, such as an event
of default under the related mortgage loan. Wells Fargo Bank may also require a
borrower to fund escrows or reserves for other purposes such as deferred
maintenance, re-tenanting expenses and capital expenditures, in some cases only
during periods when certain debt service coverage ratios are not satisfied. In
some cases, in lieu of funding an escrow or reserve, the borrower is permitted
to post a letter of credit or guaranty, or provide periodic evidence that the
items for which the escrow or reserve would have been established are being paid
or addressed. Wells Fargo Bank reviews the need for a particular escrow or
reserve on a loan-by-loan basis and does not require escrows or reserves to be
funded for each mortgage loan.

Principal Commercial Funding II, LLC

      Principal Commercial Funding II, LLC ("PCFII") a Delaware limited
liability company formed in 2005, is a sponsor of this transaction and one of
the mortgage loan sellers. PCFII is an entity owned jointly by U.S. Bank
National Association ("USB"), a subsidiary of U.S. Bancorp (NYSE:USB) and
Principal Commercial Funding, LLC ("PCF"), a subsidiary of Principal Global
Investors, LLC ("PGI") which is a wholly owned subsidiary of Principal Life
Insurance Company. Principal Life Insurance Company is a wholly-owned subsidiary
of Principal Financial Services, Inc., which is wholly-owned by Principal
Financial Group (NYSE: PFG). The principal offices of PCFII are located at 801
Grand Avenue, Des Moines, Iowa 50392, telephone number (515) 248-3944.

      PCFII's principal business is the underwriting, origination and sale of
mortgage loans secured by commercial and multifamily properties, which mortgage
loans are in turn primarily sold into securitizations. PCF or USB have sourced
all of the mortgage loans PCFII is selling in this transaction. Principal Global
Investors, LLC, an affiliate of PCFII and a primary servicer in this
transaction, services the mortgage loans sold to the Trust by PCFII.

Principal Commercial Funding II, LLC's Commercial Real Estate Securitization
Program

      PCFII began participating in the securitization of mortgage loans in 2006.
PCFII sources mortgage loans through its owners, PCF and USB. PCF and its
affiliates underwrite the mortgage loans for PCFII. PCFII, with the other
mortgage loan sellers, participates in the securitization of such mortgage loans
by transferring the mortgage loans to a securitization depositor or another
entity that acts in a similar capacity. Multiple mortgage loan seller
transactions in which PCF and PCFII have participated in include the "TOP"
program in which Bear Stearns Commercial Mortgage Securities Inc. and Morgan
Stanley Capital I Inc. have alternately acted as depositor, the "PWR" program in
which the BSCMSI Depositor or Bear Stearns Commercial Mortgage Securities II
Inc. act as depositor and the "HQ" and "IQ" programs, in which Morgan Stanley
Capital I Inc. has acted as depositor.

      Since the inception of PCF's mortgage loan securitization program in 1998,
the total amount of commercial and multifamily mortgage loans originated by PCF
and/or PCFII that have been included in securitizations as of


                                      S-99



March 31, 2007, was approximately $11.5 billion. As of such date, these
securitized loans included approximately 1,581 mortgage loans, all of which were
fixed rate and which have been included in approximately 43 securitizations. In
connection with originating mortgage loans for securitization, certain of
PCFII's affiliates also originate subordinate or mezzanine debt which is
generally not securitized. In its fiscal year ended December 31, 2006, PCF
and/or PCFII originated and securitized approximately $2.9 billion of commercial
and multifamily mortgage loans, all of which were included in securitizations in
which an unaffiliated entity acted as depositor. PCF's and/or PCFII's total
securitizations have grown from approximately $337.7 million in 1999 to
approximately $2.9 billion in 2006.

      The mortgage loans originated for PCFII include fixed rate conduit loans.
PCFII's conduit loan program (which is the program under which PCFII's mortgage
loans being securitized in this transaction were originated), will also
sometimes originate large loans to be securitized within conduit issuances. The
mortgage loans originated for PCFII are secured by multifamily, office, retail,
industrial, hotel, manufactured housing and self-storage properties.

Servicing

      Principal Global Investors, LLC, an affiliate of PCF and PCFII, services
all of the commercial mortgage loans originated for PCF and PCFII for
securitization. Additionally, PGI is the primary servicer for the mortgage loans
sold by PCFII in this transaction. See "Transactions Parties--Primary Servicer"
in this prospectus supplement.

Underwriting Standards

      PCFII's mortgage loans originated for securitization are underwritten by
PCF and its affiliates, and, in each case, 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
mortgage loan. The underwriting criteria are general, and in many cases
exceptions may be approved to one or more of these guidelines. Accordingly, no
representation is made that every mortgage loan will comply in all respects with
the criteria set forth below.

      The credit underwriting team for each mortgage loan is comprised of real
estate professionals. The underwriting team for each mortgage loan is required
to conduct a review of the related mortgaged property, generally including an
analysis of the historical property operating statements, if available, rent
rolls, current and historical real estate taxes, and a review of tenant leases.
The review includes a market analysis which focuses on supply and demand trends,
rental rates and occupancy rates. The credit of the borrower and certain key
principals of the borrower are examined for financial strength and character
prior to approval of the mortgage loan. This analysis generally includes a
review of financial statements (which are generally unaudited), 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 underwriting team (or someone
on its behalf), visits the property for a site inspection to ascertain the
overall quality and competitiveness of the property, including its physical
attributes, neighborhood and market, accessibility and visibility and demand
generators. As part of its underwriting procedures, 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" are generally
obtained.

      All mortgage loans must be approved by a loan committee comprised of
senior real estate professionals. 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. The underwriting
standards for PCFII's mortgage loans generally require a minimum debt service
coverage ratio of 1.20x and 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 mortgage loan. For
example, a mortgage loan originated for PCFII may


                                      S-100



have 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,
real estate professional's judgment of improved property performance in the
future and/or other relevant factors. In addition, with respect to certain
mortgage loans originated for PCFII, 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 B hereto may differ from the amount calculated at the time of
origination. In addition, PCFII'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. PCFII borrowers are often required to fund various
escrows for taxes and insurance or, in some cases, requires such reserves to be
funded only upon a triggering event, such as an event of default under the
related mortgage loan. Additional reserves may be required 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. Case-by-case analysis is done 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 for PCFII.

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

THE DEPOSITOR

      Morgan Stanley Capital I Inc., the depositor, is a direct wholly owned
subsidiary of Morgan Stanley Inc. and was incorporated in the State of Delaware
on January 28, 1985. Our principal executive offices are located at 1585
Broadway, 37th Floor, New York, New York 10036. Our telephone number is (212)
761-4000. We do not have, nor is it expected in the future that we will have,
any significant assets and are 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, 2006, the depositor acted as depositor with respect to
commercial and multifamily mortgage loan securitization transactions, in an
aggregate amount of $49,447,086,987. MSMCH has acted as a sponsor or co-sponsor
of all of such transactions and contributes a substantial portion of the
mortgage loans in such transactions, with the remainder having been contributed
by numerous other mortgage 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) appointing a successor trustee in
the event of the resignation or removal of the trustee, (ii) providing
information in its possession with respect to the certificates to the paying
agent to the extent necessary to perform REMIC tax administration, (iii)
indemnifying 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) indemnifying the trustee and the
paying agent against certain securities laws liabilities, and (v) signing any
annual report on Form 10-K, including the certification therein required under
the Sarbanes-Oxley Act, and any distribution reports on Form 10-D and Current
Reports on Form 8-K required to be filed by the trust. The depositor is also
required under the Underwriting Agreement to indemnify the Underwriters for
certain securities law liabilities.

THE ISSUING ENTITY

      The issuing entity with respect to the offered certificates will be the
Morgan Stanley Capital I Trust 2007-TOP27 (the "Trust"). The Trust will be a New
York common law trust that will be formed on the Closing Date


                                      S-101



pursuant to the Pooling and Servicing Agreement. The only activities that the
Trust may perform are those set forth in the Pooling and Servicing Agreement,
which are generally limited to owning and administering the mortgage loans and
any REO Property, disposing of defaulted mortgage loans and REO Property,
issuing the certificates, making distributions, providing reports to
Certificateholders and 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 servicer 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 described
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
servicer and the special servicer. A discussion of the duties of the trustee,
the paying agent, the master servicer and the special servicer, including any
discretionary activities performed by each of them, is set forth in this
prospectus supplement under "--The Trustee," "--The Paying Agent, Certificate
Registrar and Authenticating Agent," "--The Master Servicer," and "--The Special
Servicer" and "Servicing of the Mortgage Loans."

      The only assets of the Trust other than the mortgage loans (including the
330 West 34th Street Mortgage Loan) 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 servicer 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."

      Since 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 Title 11 of the United States Code (the "Bankruptcy Code") are
generally to the effect that:

      (1)   If such mortgage loan seller (other than Wells Fargo) were to become
a debtor in a properly presented case under 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 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 Section 362(a) of the Bankruptcy Code;

      (2)   With respect to the mortgage loans sold to the Trust by Wells Fargo,
if in the event of the insolvency of Wells Fargo and the appointment of the
Federal Deposit Insurance Corporation (the "FDIC") as conservator or receiver
for Wells Fargo, pursuant to Section 11(c) of the Federal Deposit Insurance Act
(the "FDIA"), a court, in a properly presented and decided case, would hold that
the FDIC could not (i) in the exercise of its authority under 12 U.S.C. ss.
1821(e), reclaim, recover, or recharacterize as property of such mortgage loan
seller


                                      S-102



(or its receivership) the underlying mortgage loans that have been transferred
by such mortgage loan seller to the depositor and (ii) seek to avoid the sale of
the underlying mortgage loans under 12 U.S.C. ss. 1823(e); and

      (3)   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
Section 362(a) 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 is
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."

THE TRUSTEE AND THE CUSTODIAN

The Trustee

      LaSalle Bank National Association ("LaSalle") will act as the trustee
under the Pooling and Servicing Agreement. LaSalle is a national banking
association formed under the federal laws of the United States of America. Its
parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO
Bank N.V., a Netherlands banking corporation.

      On April 22, 2007, ABN AMRO Holding N.V. agreed to sell ABN AMRO North
America Holding Company, the indirect parent of LaSalle Bank National
Association, to Bank of America Corporation. The proposed sale currently
includes all parts of the Global Securities and Trust Services Group within
LaSalle Bank engaged in the business of acting as trustee, securities
administrator, master servicer, custodian, collateral administrator, securities
intermediary, fiscal agent and issuing and paying agent in connection with
securitization transactions.

      The contract between ABN AMRO Bank N.V. and Bank of America Corporation
contains a 14 calendar day "go shop" clause which continued until 11:59 PM New
York time on May 6th, 2007. ABN AMRO Bank N.V. filed a copy of this contract on
Form 6-K with the Securities and Exchange Commission on April 25, 2007. The
contract provides that the sale of LaSalle Bank National Association is subject
to regulatory approvals and other customary closing conditions.

      The contract referenced above was entered into by ABN AMRO Bank N.V.
without shareholder approval. In response to a challenge of the sale by a
shareholders group, a judge in the Enterprise Chamber of the Amsterdam Superior
Court in the Netherlands ruled on May 3, 2007 that ABN AMRO Holding N.V. was not
permitted to proceed with the sale of LaSalle Bank without shareholder approval.
As of the date hereof, a shareholder's meeting to vote on the proposed sale of
LaSalle Bank National Association has not occurred. Various interested parties
have filed or have indicated that they will file an appeal of the ruling. On May
4, 2007, Bank of America Corporation filed a lawsuit against ABN AMRO Bank N.V.
and ABN AMRO Holding N.V. in the U.S. District Court for the Southern District
of New York (Manhattan) seeking, among other things, an injunction prohibiting
ABN AMRO Bank N.V. and ABN AMRO Holding N.V. from negotiating a sale of LaSalle
Bank National Association or selling LaSalle Bank National Association to any
third party other than as provided for in the contract referenced above,
monetary damages and specific performance.

      LaSalle has extensive experience serving as trustee on securitizations of
commercial mortgage loans. Since 1994, LaSalle has served as trustee or paying
agent on approximately 695 commercial mortgage-backed security


                                      S-103



transactions involving assets similar to the mortgage loans. As of March 31,
2007, LaSalle served as trustee or paying agent on over 465 commercial
mortgage-backed security transactions. The depositor, the master servicer, the
special servicer and the primary servicer may maintain banking relationships in
the ordinary course of business with LaSalle. The trustee'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 Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-TOP27, or at
such other address as the trustee may designate from time to time. The long-term
unsecured debt of LaSalle is rated "A+" by S&P, "Aa3" by Moody's and "AA-" by
Fitch.

      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 thereof, 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" by S&P and not less than
"R-1 (middle)" by DBRS, or if not rated by DBRS, an equivalent rating such as
that listed above by at least one nationally recognized statistical rating
organization (which may include S&P, Fitch and/or Moody's), and whose long-term
senior unsecured debt is rated not less than "AA-" by Fitch (or "A+" by Fitch if
such institution's short-term debt obligations are rated at least "F-1" by
Fitch) and "AA(low)" by DBRS, or if not rated by DBRS, an equivalent rating such
as that listed above by at least two nationally recognized statistically rating
organizations (which may include S&P, Fitch and/or Moody's), and "A+" by S&P, or
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.

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
the 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 the 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 the master servicer or the special
servicer. The trustee will be obligated to make any Advance required to be made,
and not made, by the master servicer under the Pooling and Servicing Agreement,
provided that the trustee will not be obligated to make any Advance that it
deems to be a nonrecoverable advance. The trustee will be entitled, but not
obligated, to rely conclusively on any determination by the master servicer or
the special servicer, solely in the case of Servicing Advances, 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


                                      S-104



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
not have 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.

      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, 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
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 servicer, if any, 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 any Rating Agency of any
Class of certificates with a rating as evidenced in writing by any Rating
Agency, then the Depositor 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) and (iv) 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 or if such parties refuse to
pay, the Trust Fund.


                                      S-105



Trustee Compensation

      As compensation for the performance of its duties as trustee, LaSalle Bank
National Association will be paid 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
0.0009% 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 Custodian

      LaSalle will also act as custodian under the Pooling and Servicing
Agreement. As custodian, LaSalle will hold the mortgage loan files exclusively
for the use and benefit of the Trust. The custodian will not have any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the mortgage loans delivered to it to
determine their validity. The custodian's duties regarding the mortgage loan
files will be governed by the Pooling and Servicing Agreement. LaSalle provides
custodial services on over 1100 residential, commercial and asset-backed
securitization transactions and maintains almost 3.0 million custodial files in
its two vault locations in Elk Grove, Illinois and Irvine, California. LaSalle's
two vault locations can maintain a total of approximately 6 million custody
files. All custody files are segregated and maintained in secure and fire
resistant facilities in compliance with customary industry standards. The vault
construction complies with Fannie Mae/Ginnie Mae guidelines applicable to
document custodians. LaSalle maintains disaster recovery protocols to ensure the
preservation of custody files in the event of force majeure and maintains, in
full force and effect, such fidelity bonds and/or insurance policies as are
customarily maintained by banks which act as custodians. LaSalle uses unique
tracking numbers for each custody file to ensure segregation of collateral files
and proper filing of the contents therein and accurate file labeling is
maintained through a monthly reconciliation process. LaSalle uses a proprietary
collateral review system to track and monitor the receipt and movement
internally or externally of custody files and any release or reinstatement of
collateral.

      Certain information set forth in this prospectus supplement concerning the
trustee and the custodian has been provided by them.

THE PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

      Wells Fargo Bank, National Association ("Wells Fargo Bank") will serve as
the paying agent (in such capacity, the "paying agent"). In addition, Wells
Fargo Bank will serve as registrar (in such capacity, the "certificate
registrar") for purposes of recording and otherwise providing for the
registration of the offered certificates and of transfers and exchanges of the
definitive certificates, if issued, as authenticating agent of the certificates
(in such capacity, the "authenticating agent") and as tax administrator. 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, more than 23 million customers and
approximately 158,000 employees as of December 31, 2006, Wells Fargo & Company
is a U.S. bank holding company, providing banking, insurance, trust, mortgage
and consumer finance services throughout the United States and internationally.
Wells Fargo Bank provides retail and commercial banking services and corporate
trust, custody, securities lending, securities transfer, cash management,
investment management and other financial and fiduciary services.

      The Depositor, the mortgage loan sellers, any master servicer, any special
servicer and any primary servicer may maintain banking and other commercial
relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank's
principal corporate trust offices are located at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951 and its office for certificate transfer services
is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113. Wells Fargo Bank is also the master servicer and a mortgage loan
seller. As compensation for the performance of its duties as paying agent,
certificate registrar and authenticating agent, Wells Fargo will be paid a
portion of the monthly Trustee Fee. The paying agent and certificate registrar
will be entitled to indemnification upon similar terms to the trustee.


                                      S-106



Paying Agent

      Under the terms of the Pooling and Servicing Agreement, the paying agent
is responsible for securities administration, which includes pool performance
calculations, distribution calculations and the preparation of monthly
distribution reports. In addition, the paying agent is responsible for the
preparation of all REMIC tax returns on behalf of the Trust REMICs and the
preparation of monthly distribution reports on Form 10-D, annual reports on Form
10-K and current reports on Form 8-K that are required to be filed with the
Securities and Exchange Commission on behalf of the Trust. Wells Fargo Bank has
been engaged in the business of commercial mortgage-backed securities
administration since 1997. It has acted as paying agent with respect to more
than 360 series of commercial mortgage-backed securities and, as of December 31,
2006, was acting as paying agent with respect to more than $340 billion of
outstanding commercial mortgage-backed securities.

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

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

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

      Certain information set forth in this prospectus supplement concerning the
paying agent, certificate registrar and authenticating agent has been provided
by them.

MASTER SERVICER

      Wells Fargo Bank, a national banking association, will be the master
servicer under the Pooling and Servicing Agreement for all of the mortgage loans
(except that the servicing duties of the master servicer with respect to the
non-serviced mortgage loans, if any, will be limited as described elsewhere in
this prospectus supplement). Wells Fargo will acquire the right to master
service the mortgage loans that are sold to the Trust by the other sponsors as a
result of entering into servicing rights purchase agreements with such sponsors.
The principal commercial mortgage servicing offices of Wells Fargo Bank are
located at 45 Fremont Street, 2nd Floor, San Francisco, California 94105.

      Wells Fargo Bank has originated and serviced commercial mortgage loans
since before 1975 and has serviced securitized commercial mortgage loans since
1993. Wells Fargo Bank is approved as a master servicer, primary servicer and
special servicer for commercial mortgage-backed securities rated by Moody's, S&P
and Fitch. Moody's does not assign specific ratings to servicers. S&P has
assigned to Wells Fargo Bank the ratings of STRONG as a master servicer and as a
primary servicer and ABOVE AVERAGE as a special servicer. Fitch has assigned to
Wells Fargo Bank the ratings of CMS2 as a master servicer, CPS1 as a primary
servicer and CSS1 as a


                                      S-107



special servicer. S&P's and Fitch's ratings of a servicer are based on an
examination of many factors, including the servicer's financial condition,
management team, organizational structure and operating history.

      As of March 31, 2007, the commercial mortgage servicing group of Wells
Fargo Bank was responsible for servicing approximately 12,165 commercial and
multifamily mortgage loans with an aggregate outstanding principal balance of
approximately $107.8 billion, including approximately 10,812 loans securitized
in approximately 97 commercial mortgage-backed securitization transactions with
an aggregate outstanding principal balance of approximately $103.0 billion, and
also including loans owned by institutional investors and government sponsored
entities such as Freddie Mac. The properties securing these loans are located in
all 50 states and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties. According to the Mortgage
Bankers Association of America, as of December 31, 2006, Wells Fargo Bank was
the fourth largest commercial mortgage servicer in terms of the aggregate
outstanding principal balance of loans being serviced.

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

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

      Certain of the duties of the master servicer 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
master servicer's obligations to make Advances are described in this prospectus
supplement under "Description of the Offered Certificates--Advances." Certain
terms of the Pooling and Servicing Agreement regarding the master servicer's
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 servicer's 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 servicer may appoint one or more sub-servicers to perform all
or any portion of its duties under the Pooling and Servicing Agreement, as
described under "Servicing of the Mortgage Loans--General" in this prospectus
supplement and under "Description of the Agreements--Subservicers" in the
accompanying prospectus; provided that the master servicer may not appoint a
sub-servicer that is a proposed Servicing Function Participant if the master
servicer has actual knowledge that such party has failed to comply with its
Securities Exchange Act of 1934 reporting obligations under the Trust or any
other commercial mortgage loan securitization. Wells Fargo Bank monitors and
reviews the performance of sub-servicers appointed by it.

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

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

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


                                      S-108



PRIMARY SERVICER

      Principal Global Investors, LLC ("PGI") will act as primary servicer with
respect to the mortgage loans sold to the Depositor by Principal Commercial
Funding II, LLC. PGI, a Delaware limited liability company, is a wholly owned
subsidiary of Principal Life Insurance Company. PGI is the parent of Principal
Commercial Funding, LLC, which owns a 49% interest in Principal Commercial
Funding II, LLC. The principal servicing offices of PGI are located at 801 Grand
Avenue, Des Moines, Iowa 50392.

      PGI is ranked "Above Average" as a primary servicer and a special servicer
of commercial real estate loans by S&P. PGI has extensive experience in
servicing commercial real estate mortgage loans. PGI has been engaged in the
servicing of commercial mortgage loans since 1970 and commercial mortgage loans
originated for securitization since 1998.

      As of March 31, 2007, PGI was responsible for servicing approximately
3,228 commercial and multifamily mortgage loans, with an aggregate outstanding
principal balance of approximately $24.5 billion. The portfolio of loans
serviced by PGI includes commercial mortgage loans included in commercial
mortgage-backed securitizations, portfolio loans and loans serviced for
non-affiliated clients. The portfolio consists of multifamily, office, retail,
industrial, warehouse and other types of income-producing properties. PGI
services loans in most states throughout the United States.

      As of March 31, 2007, PGI was a primary servicer in approximately 46
commercial mortgage-backed securitization transactions, servicing approximately
1,596 loans with an aggregate outstanding principal balance of approximately
$11.4 billion.

      PGI will enter into a servicing agreement with the master servicer to
service the commercial mortgage loans sold to the Depositor by Principal
Commercial Funding II, LLC and will agree, pursuant to such servicing agreement,
to service such mortgage loans in accordance with the servicing standard. PGI's
responsibilities will include, but are not limited to:

      o     collecting payments on the loans and remitting such amounts, net of
            certain fees to be retained by PGI as servicing compensation and
            certain other amounts, including escrow and reserve funds, to the
            master servicer;

      o     providing certain CMSA reports to the master servicer;

      o     processing certain borrower requests (and obtaining, when required,
            consent of the master servicer and/or special servicer, as
            applicable); and

      o     handling early stage delinquencies and collections; provided that
            servicing of defaulted loans is transferred from PGI to the special
            servicer, as required pursuant to the terms of the pooling and
            servicing agreement.

      PGI has developed policies, procedures and controls for the performance of
primary servicing obligations consistent with applicable servicing agreements
and servicing standards.

      The information set forth in this prospectus supplement concerning PGI has
been provided by PGI.

THE SPECIAL SERVICER

         Centerline Servicing Inc. (formerly known as ARCap Servicing, Inc.)
("CSI") will be appointed as the special servicer of all of the mortgage loans
(except that the special servicing duties of the special servicer with respect
to the non-serviced mortgage loans, if any, will be limited as described
elsewhere in this prospectus supplement), and as such, will be responsible for
servicing the Specially Serviced Mortgage Loans and REO Properties. CSI is a
corporation organized under the laws of the state of Delaware and is a
wholly-owned subsidiary of Centerline Capital Group Inc. (formerly known as
Charter Mac Corporation), a wholly-owned subsidiary of Centerline Holding
Company (formerly known as CharterMac), a publicly traded company. Centerline
REIT Inc., an affiliate of CSI, is anticipated to be the Operating Advisor with
respect to the transaction described in this


                                      S-109



prospectus supplement. The principal offices of CSI are located at 5221 N.
O'Connor Blvd., Suite 600, Irving, Texas 75039, and its telephone number is
972-868-5300.

      Certain of the duties of the special servicer and the provisions of the
Pooling and Servicing Agreement regarding the special servicer, including
without limitation information regarding the rights and obligations of the
special servicer with respect to delinquencies, losses, bankruptcies and
recoveries and the ability of the special servicer to waive or modify the terms
of the mortgage loans are set forth 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." CSI
will service the specially serviced mortgage loans in this transaction in
accordance with the procedures set forth in the Pooling and Servicing Agreement
and in accordance with the loan documents and applicable laws.

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

      The special servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Serviced
Companion Mortgage Loan if in connection with a Loan Pair). This account or
accounts shall be an Eligible Account. The funds in this account or accounts
will not be commingled with the funds of the special servicer, or the funds of
any of the special servicer's other serviced assets that are not serviced
pursuant to the Pooling and Servicing Agreement.

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

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


                                      S-110



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

AFFILIATIONS AND CERTAIN RELATIONSHIPS

      The Depositor is an affiliate of Morgan Stanley Mortgage Capital Holdings
LLC, a mortgage loan seller and sponsor, and Morgan Stanley & Co. Incorporated,
one of the underwriters. Bear Stearns Commercial Mortgage, Inc., a mortgage loan
seller and sponsor is an affiliate of Bear, Stearns & Co. Inc., one of the
underwriters. Principal Commercial Funding II, LLC, a sponsor and mortgage loan
seller and Principal Global Investors, LLC, the primary servicer with respect to
those mortgage loans sold to the Trust by Principal Commercial Funding II, LLC,
are affiliates. Wells Fargo Bank, National Association is a mortgage loan
seller, a sponsor, the master servicer and the paying agent with respect to the
mortgage loans included in the Trust. LaSalle Bank National Association is a
party to custodial agreements with both Morgan Stanley Mortgage Capital Holdings
LLC, successor-in-interest by merger to Morgan Stanley Mortgage Capital Inc.,
and Bear Stearns Commercial Mortgage Inc. whereby LaSalle, for consideration,
provides custodial services for certain commercial mortgage loans originated or
purchased by the respective party. Pursuant to these custodial agreements,
LaSalle Bank National Association is currently providing custodial services for
most of the mortgage loans to be sold by Morgan Stanley Mortgage Capital
Holdings LLC and Bear Stearns Commercial Mortgage Inc. For more information on
these custodial agreements, see "Risk Factors--Conflicts of Interest May Have An
Adverse Effect On Your Certificates--Other Conflicts."


                                      S-111



                     DESCRIPTION OF THE OFFERED CERTIFICATES

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

GENERAL

      The Series 2007-TOP27 Commercial Mortgage Pass-Through Certificates will
be issued on or about July 31, 2007 pursuant to a Pooling and Servicing
Agreement to be dated as of the Cut-off Date, between the Depositor, the master
servicer, the special servicer, the paying agent and the trustee.

      The certificates will represent in the aggregate the entire beneficial
ownership interest in a 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 United States government obligations
            pledged in respect of the defeasance of a mortgage loan; and

      o     certain rights of the Depositor under, or assigned to the Depositor
            pursuant to, each of the Mortgage Loan Purchase Agreements relating
            to, among other things, mortgage loan document delivery requirements
            and the representations and warranties of the related mortgage loan
            seller regarding its mortgage loans.

      Although the 330 West 34th Street Mortgage Loan is an asset of the trust,
for purposes of the information contained in this prospectus supplement
(including the appendices hereto) unless otherwise stated, the 330 West 34th
Street Mortgage Loan is not reflected and the term "mortgage loan" does not
include the 330 West 34th Street Mortgage Loan and the term "property" does not
include the property related to the 330 West 34th Street Mortgage Loan and the
term "certificates" does not include the Class AW34 Certificates because that
loan supports only the Class AW34 Certificates, which certificates are not being
offered pursuant to this prospectus supplement.

      The certificates will be issued on the Closing Date 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 various Classes, to be designated as:

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

      o     the Class X Certificates;

      o     the Class A-M Certificates, the 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 and
            the Class P Certificates;

      o     the Class AW34 Certificates; and

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


                                      S-112



      The Class A Senior, Class A-M and 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.

      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
Certificates--Book-Entry Registration and Definitive 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.

CERTIFICATE BALANCES

      Upon initial issuance, the Class A-1, Class A-1A, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-M and Class A-J Certificates will have the
following aggregate Certificate Balances. In each case, the 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. No changes in the
statistical data will be made in the final prospectus supplement unless such
changes are material.


                                      S-113





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

Class A-1             $93,700,000                  3.44%             AAA/AAA/AAA       27.000%

Class A-1A           $287,920,000                  10.57%            AAA/AAA/AAA       27.000%

Class A-2            $279,300,000                  10.26%            AAA/AAA/AAA       27.000%

Class A-3            $137,400,000                  5.05%             AAA/AAA/AAA       27.000%

Class A-AB           $112,300,000                  4.12%             AAA/AAA/AAA       27.000%

Class A-4           $1,077,071,000                 39.56%            AAA/AAA/AAA       27.000%

Class A-M            $272,286,000                  10.00%            AAA/AAA/AAA       17.000%

Class A-J            $190,601,000                  7.00%             AAA/AAA/AAA       10.000%


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

      The initial Certificate Balance of each Principal Balance Certificate will
be presented on the face of the certificate. 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 the Certificate Balance of those certificate on that Distribution Date. See
"--Distributions" and "--Distributions--Subordination; Allocation of Losses and
Certain Expenses" below.

      The Interest Only Certificates will not have a Certificate Balance and
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 Certificates will be equal to the
aggregate of the Certificate Balances of the classes of Principal Balance
Certificates (other than the Class AW34 Certificates) outstanding from time to
time.

      Accordingly, the Notional Amount of the Class X Certificates will be
reduced on each Distribution Date by any distributions of principal actually
made on, and any Realized Losses and Expense Losses actually allocated to the
Certificate Balance of any Class of Principal Balance Certificates (other than
the Class AW34 Certificates). Upon initial issuance, the Notional Amount of the
Class X Certificates will be $2,722,865,021, subject to a permitted variance of
plus or minus 5%. The Notional Amount of the Class X Certificates is used solely
for the purpose of determining the amount of interest to be distributed on such
Certificates and does not represent the right to receive any distributions of
principal.

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

PASS-THROUGH RATES

         The offered 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 or (iii) a rate equal to the Weighted
Average Net Mortgage Rate less a specified percentage, which percentage may be
zero.

      The Pass-Through Rate applicable to the Class X Certificates for the
initial Distribution Date will equal approximately % per annum. The Pass-Through
Rate applicable to the Class X Certificates for each Distribution Date
subsequent to the initial Distribution Date will equal the weighted average of
the respective strip rates (the "Class X Strip Rates") at which interest accrues
from time to time on the respective components of the


                                      S-114



total Notional Amount of the Class X 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 equal the Certificate Balance of one of the
Classes of the Principal Balance Certificates.

      The applicable Class X 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 Principal Balance
Certificates. Under no circumstances will any Class X Strip Rate be less than
zero.

      The Class B, Class C, Class D, Class E, Class F, Class G and Class H
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 or (iii) a rate equal to the Weighted Average Net
Mortgage Rate less a specified percentage, which percentage may be zero. The
Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates
will, at all times, accrue interest at a per annum rate equal to the lesser of
      % per annum and the Weighted Average Net Mortgage Rate.

      The Administrative Cost Rate for each mortgage loan is presented in
Appendix II attached to this prospectus supplement. 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 in August 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 a 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 to that certificate, which reimbursement is to occur
after the date on which that certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the Certificateholder that
surrendered the 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 those 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 such time on 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 servicer. 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.


                                      S-115



The Available Distribution Amount

      With respect to any Distribution Date, distributions of interest on and
principal of the certificates (other than the Class AW34 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 Amount will be
deposited into the Interest Reserve Account in respect of each Interest Reserve
Loan in an amount equal to one 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 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 (or
January or February if the related Distribution Date is the final Distribution
Date), the paying agent will withdraw an amount from the 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.

      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         Monthly.              Interest payment on
Servicer                         the per annum Master Servicing Fee                          the related mortgage
                                 Rate for the master servicer                                loan.
                                 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, reduced by any Compensating
                                 Interest Payment. The Master
                                 Servicing Fee Rate will range, on a
                                 loan-by-loan basis, from 0.01% per
                                 annum to 0.02% per annum.


Additional Servicing             o     50% of assumption fees on       Time to time.         The related fees or
Compensation / Master Servicer         non-Specially Serviced                                investment income.
                                       Mortgage Loans;

                                 o     all late payment fees and net
                                       default interest (other than
                                       on Specially Serviced
                                       Mortgage Loans) not used to
                                       pay interest on Advances;

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

                                 o     all investment income earned
                                       on amounts on deposit in the
                                       Collection Account and (if
                                       not required to be paid to
                                       borrower) escrow accounts;

                                 o     any Prepayment Interest
                                       Excess not used to offset
                                       Prepayment Interest
                                       Shortfalls (other than on
                                       Specially Serviced Mortgage
                                       Loans); and

                                 o     the Primary Servicer is
                                       entitled to all or a portion
                                       of the fees otherwise payable
                                       to the master servicer set
                                       forth in the five bullet
                                       points above that are paid on
                                       the mortgage loans for which
                                       it acts as the primary
                                       servicer.



                                      S-116



 

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

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

Workout Fee / Special            1.0% of each collection of            Monthly.              The related
Servicer                         principal and interest on each                              collection of
                                 Rehabilitated Mortgage Loan.                                principal and/or
                                                                                             interest.

Liquidation Fee / Special        1.0% of the Liquidation Proceeds      Upon receipt of       The related
Servicer                         received in connection with a full    Liquidation           Liquidation Proceeds,
                                 or partial liquidation of a           Proceeds,             Condemnation Proceeds
                                 Specially Serviced Mortgage Loan      Condemnation          or Insurance Proceeds.
                                 or related REO Property and/or any    Proceeds and
                                 Condemnation Proceeds or Insurance    Insurance Proceeds.
                                 Proceeds received by the Trust
                                 (other than Liquidation Proceeds
                                 received in connection with a
                                 repurchase by a mortgage loan
                                 seller or purchase by a mezzanine
                                 or subordinate lender within the
                                 time periods specified in the
                                 definition of Liquidation Fee in
                                 this prospectus supplement).

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

                                 o     50% of assumption fees on
                                       non-Specially Serviced
                                       Mortgage Loans that require
                                       special servicer consent 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 investment income
                                       received on funds in any
                                       REO Account.

Trustee Fee / Trustee &          The product of the portion of a       Monthly.              Interest on each
Paying Agent                     rate equal to 0.0009% per annum                             mortgage loan.
                                 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.

Primary Servicing Fees           The product of the applicable         Monthly.              Collections on the
                                 Primary Servicing Fee Rate and the                          related mortgage
                                 Scheduled Principal Balance of the                          loan.
                                 applicable mortgage loan
                                 immediately before the related Due
                                 Date (prorated for the number of
                                 days during the calendar month for
                                 that mortgage loan for which
                                 interest actually accrues on that
                                 mortgage loan). The Primary
                                 Servicing Fee Rate for Principal
                                 Global Investors, LLC is 0.01% per
                                 annum. The Primary Servicing Fee
                                 Rate (including the rate at which
                                 any subservicing fees accrue) for
                                 Wells Fargo Bank, National
                                 Association will range, on a
                                 loan-by-loan basis, from 0.01% per
                                 annum to 0.10% per annum.



                                      S-117





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

Expenses

Servicing Advances / Master      To the extent of funds available,     Time to time.         Recoveries on the
Servicer and Trustee             the amount of any Servicing                                 related mortgage
                                 Advances.                                                   loan, or to the
                                                                                             extent that the party
                                                                                             making the advance
                                                                                             determines it is
                                                                                             nonrecoverable, from
                                                                                             collections in the
                                                                                             Certificate Account.

Interest on Servicing            At Advance Rate.                      When Advance is       First from late
Advances / Master Servicer                                             reimbursed.           payment charges and
and Trustee                                                                                  default interest in
                                                                                             excess of the regular
                                                                                             interest rate, and
                                                                                             then from collections
                                                                                             in the Certificate
                                                                                             Account.

P&I Advances / Master            To the extent of funds available,     Time to time.         Recoveries on the
Servicer and Trustee             the amount of any P&I Advances.                             related 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 Advance Rate.                      When Advance is       First from late
Master Servicer and Trustee                                            reimbursed.           payment charges and
                                                                                             default interest in
                                                                                             excess of the regular
                                                                                             interest rate, and
                                                                                             then from all
                                                                                             collections in the
                                                                                             Certificate Account.

Indemnification Expenses /       Amounts for which the trustee, the    Time to time.         All collections in
Trustee, Paying Agent, Master    paying agent, the master servicer                           the Certificate
Servicer and Special Servicer    and the special servicer are                                Account.
(and their directors,            entitled to indemnification.
officers, employers and
agents)

Indemnification                  Trust's pro rata share (subject to    Time to time.         All collections in
Expenses / Applicable            the applicable co-lender agreement)                         the Certificate
Non-Serviced Mortgage Loan       of certain amounts for which such                           Account.
Master Servicer / Special        parties are entitled to
Servicer (and their              indemnification and are related to
directors, officers,             the applicable Non-Serviced
employees and agents)            Mortgage Loan.



                                     S-118





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

Trust Expenses not Advanced      Based on third party charges.         Time to time.         All collections in
(may include environmental                                                                   the Certificate
remediation costs,                                                                           Account.
appraisals, independent
contractor to operate REO)


      The Pooling and Servicing Agreement does not provide for any successor
master servicer or successor special servicer or successor trustee, as the case
may be, to receive compensation in excess of that permitted to be received by
its predecessor, except in the case where a successor cannot be found for
existing compensation. Any change to the compensation of the master servicer,
special servicer or trustee 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:

(i)     to the holders of the Class A-1, Class A-1A, Class A-2, Class A-3, Class
        A-AB, Class A-4 and Class X Certificates, concurrently:

            o     to the holders of the Class A-1, Class A-2, Class A-3, Class
                  A-AB and Class A-4, 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;

            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 Certificates, the Distributable
                  Certificate Interest Amount in respect of that Class for such
                  Distribution Date;

      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
Certificates or Class X 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;

(ii)    to the holders of the Class A-1, Class A-1A, Class A-2, Class A-3, Class
        A-AB and Class A-4 Certificates, the Principal Distribution Amount for
        such Distribution Date, concurrently:

      (A)   to the holders of the Class A-1A Certificates in an amount equal to
            the lesser of --

            o     the portion of the Principal Distribution Amount for that
                  Distribution Date that is attributable to Loan Group 2 and, on
                  or after the Distribution Date on which the aggregate
                  Certificate Balance of the Class A-1, Class A-2, Class A-3,
                  Class A-AB and Class A-4 Certificates has been reduced to
                  zero, the portion of the Principal Distribution


                                      S-119



                  Amount for that Distribution Date that is attributable to Loan
                  Group 1 (net of any portion thereof that is distributable on
                  that Distribution Date to the holders of the Class A-1, Class
                  A-2, Class A-3, Class A-AB and/or Class A-4 Certificates); and

            o     the aggregate Certificate Balance of the Class A-1A
                  Certificates immediately prior to that Distribution Date;

      (B)   to the holders of the Class A-1, Class A-2, Class A-3, Class A-AB
            and Class A-4 Certificates collectively in an aggregate amount equal
            to the lesser of --

            o     the portion of the Principal Distribution Amount for that
                  Distribution Date that is attributable to Loan Group 1 and, on
                  or after the Distribution Date on which the aggregate
                  Certificate Balance of the Class A-1A Certificates has been
                  reduced to zero, the portion of the Principal Distribution
                  Amount for that Distribution Date that is attributable to Loan
                  Group 2 (net of any portion thereof that is distributable on
                  that Distribution Date to the holders of the Class A-1A
                  Certificates); and

            o     the aggregate Certificate Balance of the Class A-1, Class A-2,
                  Class A-3, Class A-AB and Class A-4 Certificates immediately
                  prior to that Distribution Date;

                  which amount described in (B) above (the "Certificate Group 1
                  Principal Distribution Amount") will be further allocated
                  among those holders in the following amounts and order of
                  priority:

            o     first, to the holders of the Class A-AB Certificates in an
                  amount equal to the lesser of --

                  (1)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, and

                  (2)   an amount sufficient to reduce the aggregate Certificate
                        Balance of the Class A-AB Certificates to the Class A-AB
                        Planned Principal Balance for that Distribution Date;

            o     second, to the holders of the Class A-1 Certificates in an
                  amount equal to the lesser of--

                  (1)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, reduced by any portion of
                        that amount that is allocable to reduce the aggregate
                        Certificate Balance of the Class A-AB Certificates to
                        the Class A-AB Planned Principal Balance for that
                        Distribution Date as described in the preceding bullet
                        and paid to the holders of that Class on that
                        Distribution Date, and

                  (2)   the aggregate Certificate Balance of the Class A-1
                        Certificates immediately prior to that Distribution
                        Date;

            o     third, to the holders of the Class A-2 Certificates in an
                  amount equal to the lesser of --

                  (1)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, reduced by any portion of
                        that amount that is allocable to reduce the aggregate
                        Certificate Balances of the Class A-AB Certificates (to
                        the Class A-AB Planned Principal Balance for that
                        Distribution Date) or the Class A-1 Certificates, in
                        each case as described in the preceding bullets and paid
                        to the holders of those Classes on that Distribution
                        Date, and

                  (2)   the aggregate Certificate Balance of the Class A-2
                        Certificates immediately prior to that Distribution
                        Date;


                                      S-120



            o     fourth, to the holders of the Class A-3 Certificates in an
                  amount equal to the lesser of --

                  (3)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, reduced by any portion of
                        that amount that is allocable to reduce the aggregate
                        Certificate Balances of the Class A-AB Certificates (to
                        the Class A-AB Planned Principal Balance for that
                        Distribution Date) or the Class A-1 or Class A-2
                        Certificates, in each case as described in the preceding
                        bullets and paid to the holders of those Classes on that
                        Distribution Date, and

                  (4)   the aggregate Certificate Balance of the Class A-3
                        Certificates immediately prior to that Distribution
                        Date;

            o     fifth, to the holders of the Class A-AB Certificates in an
                  amount (in addition to the amount allocated to them as
                  described in the first bullet above) equal to the lesser of--

                  (1)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, reduced by any portion of
                        that amount that is allocable to reduce the aggregate
                        Certificate Balances of the Class A-AB Certificates (to
                        the Class A-AB Planned Principal Balance for that
                        Distribution Date as described in the first bullet
                        above), or the Class A-1, Class A-2 or Class A-3
                        Certificates, in each case as described in the preceding
                        bullets and paid to the holders of those Classes on that
                        Distribution Date, and

                  (2)   the aggregate Certificate Balance of the Class A-AB
                        Certificates immediately after the allocation made
                        pursuant to the first bullet above;

            o     finally, to the holders of the Class A-4 Certificates in an
                  amount equal to the lesser of --

                  (1)   the Certificate Group 1 Principal Distribution Amount
                        for that Distribution Date, reduced by any portion of
                        that amount that is allocable to the Class A-1, Class
                        A-2, Class A-3 or Class A-AB Certificates, in each case
                        as described in the preceding bullets and paid to the
                        holders of those Classes on that Distribution Date, and

                  (2)   the aggregate Certificate Balance of the Class A-4
                        Certificates immediately prior to that Distribution
                        Date;

(iii)   to the holders of the Class A Senior Certificates and the Class X
        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 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 one-twelfth the applicable Pass-Through Rate;

(iv)    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;

(v)     upon payment in full of the aggregate Certificate Balance of the Class
        A-4 and Class A-1A 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 under this payment priority will be
        reduced by any portion of the Principal Distribution Amount distributed
        to the holders of the Class A Senior Certificates;

(vi)    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


                                      S-121



        fully paid, plus interest on such Realized Losses or Expense Losses, at
        one-twelfth the applicable Pass-Through Rate;

(vii)   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;

(viii)  upon payment in full of the aggregate Certificate Balance 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 under this payment priority will be reduced by any portion
        of the Principal Distribution Amount distributed to the holders of the
        Class A Senior and Class A-M Certificates;

(ix)    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
        one-twelfth the applicable Pass-Through Rate; and

(x)     to make payments to the holders of the private certificates (other than
        the Class X Certificates and the Class AW34 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-3, Class
            A-AB and Class A-4 Certificates, 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-3, Class
            A-AB and Class A-4 Certificates, 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
            one-twelfth the applicable Pass-Through Rate.

      On each Distribution Date, following the above-described distributions on
the offered certificates and the Class X 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 Certificates, the Class AW34
Certificates and the Residual Certificates, in alphabetical order of Class
designation (provided that the Class A-M Certificates will be senior in right to
the Class A-J Certificates), 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 B Certificates, then payments
under clauses (1), (2) and (3) below, in that order, to the holders of the Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates:

      (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 (provided that the Class A-M Certificates will be senior
            in right to the Class A-J Certificates) 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 remaining Principal Distribution Amount for
            such Distribution Date; and


                                      S-122



      (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 one-twelfth the Pass-Through Rate of
            such Classes.

      Any portion of the Available Distribution Amount for any Distribution Date
that is not otherwise payable to the holders of REMIC III Regular Certificates
as contemplated above, will be paid to the holders of the Class R-I
Certificates, and any amount of Excess Interest on deposit in the Excess
Interest Sub-account for the related Collection Period will be paid to holders
of the Class P Certificates (regardless of whether the Certificate Balance of
such Class has been reduced to zero).

      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 (provided that the Class A-M
Certificates will be senior in right to the Class A-J Certificates) -- for any,
and to the extent of, Unpaid Interest; second, Realized Losses and Expense
Losses, including interest on Advances, previously allocated to them; and third,
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.

Class A-AB Planned Principal Balance

         On each Distribution Date, the Class A-AB Certificates have priority
with respect to receiving distributions of principal from the Certificate Group
1 Principal Distribution Amount (including after the principal balance of the
Class A-1A Certificates has been reduced to zero, the portions of the Principal
Distribution Amount for that Distribution Date that is attributable to Loan
Group 2) in either case, to reduce its Certificate Balance to the Planned
Principal Balance for such Distribution Date as described in
"--Distributions--Application of the Available Distribution Amount" above. The
"Planned Principal Balance" for any Distribution Date is the balance shown for
such Distribution Date in the table set forth in Schedule A to this prospectus
supplement. These balances were calculated using, among other things, the
Structuring Assumptions. Based on these assumptions, the Certificate Balance of
the Class A-AB Certificates on each Distribution Date would be reduced to the
balance indicated for the related Distribution Date on Schedule A. There is no
assurance, however, that the mortgage loans will perform in conformity with the
Structuring Assumptions. Therefore, there can be no assurance that the
Certificate Balance of the Class A-AB Certificates on any Distribution Date will
be equal to the balance that is specified for such Distribution Date on Schedule
A. In general, once the Certificate Balances of the Class A-1, Class A-2 and
Class A-3 Certificates have been reduced to zero, any remaining Certificate
Group 1 Principal Distribution Amount will be distributed to the Class A-AB
Certificates until the Certificate Balance of the Class A-AB Certificates is
reduced to zero.

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-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G and Class H Certificates then entitled to
distributions of principal on such Distribution Date, an amount equal to the
product of (a) a fraction, 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. Any Prepayment Premiums or Yield Maintenance Charges
relating to a mortgage loan in Loan Group 1 and collected during the related
Collection Period remaining after those distributions described above will be
distributed to the holders of the Class X Certificates.

      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


                                      S-123



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) the Base Interest Fraction for the related principal prepayment
and the Class A-1A Certificates and (b) 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 relating to a mortgage loan in Loan Group 2 and collected
during the related Collection Period remaining after those distributions
described above will be distributed to the holders of the Class X Certificates.

      No Prepayment Premiums or Yield Maintenance Charges will be distributed to
holders of the Class J, Class K, Class L, Class M, Class N, Class O and Class P
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.

      No Prepayment Premium or Yield Maintenance Charge received in respect of
the 330 West 34th Street Mortgage Loan will be distributed to the holders of any
Class of Principal Balance Certificates or the Class X Certificates. Prepayment
Premiums and Yield Maintenance Charges, if any, received in respect of the 330
West 34th Street Mortgage Loan will be distributed in their entirety to the
holders of the Class AW34 Certificates and the Class AW34 Certificates will not
be entitled to any Prepayment Premium or Yield Maintenance Charge with respect
to any other mortgage loan.

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 (or that a
beneficial interest in a mortgaged property with respect to a Non-Serviced
Mortgage Loan may be acquired by the Trust under a Non-Serviced Mortgage Loan
Pooling and Servicing Agreement), 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, Primary Servicing Fees, Excess Servicing
Fees, Trustee 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 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, the 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, Loan Pair or A/B Mortgage Loan serviced under the Pooling and Servicing
Agreement, the special servicer is required to obtain an MAI appraisal, if the
Scheduled Principal Balance of the mortgage loan, Loan Pair or A/B Mortgage Loan
is greater than $2,000,000, or at its option, if the Scheduled Principal Balance
of the mortgage loan, Loan Pair or A/B Mortgage Loan is equal to or less than
$2,000,000, either obtain an MAI appraisal or perform an internal valuation of
the related mortgaged property or REO Property, as the case may be. 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 twelve months. Notwithstanding the
foregoing, an updated appraisal will not be required so long as a debt service
reserve, letter of credit, guaranty or surety bond is available and has the
ability to pay off the then unpaid principal balance of the mortgage loan in
full except to the extent that the Special Servicer, in accordance with the
Servicing Standard, determines that obtaining an appraisal is in the best
interests of the Certificateholders.

      As a result of such 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, Loan Pair or A/B Mortgage Loan is brought
current under the then current terms of such mortgage loan, Loan Pair or A/B
Mortgage Loan for at least


                                      S-124



three consecutive months. No Appraisal Reduction will exist as to any mortgage
loan, Loan Pair or A/B Mortgage Loan after it has been paid in full, liquidated,
repurchased or otherwise disposed of. An appraisal for any mortgage loan, Loan
Pair or A/B Mortgage Loan that has not been brought current for at least three
consecutive months (or paid in full, liquidated, repurchased or otherwise
disposed of) will be updated annually for so long as an Appraisal Reduction
exists, 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 (including, without limitation, any request of a B Note holder, at its
expense as and to the extent provided for in the related intercreditor
agreement, with respect to the related A/B Mortgage Loan (or Operating Adviser
on their behalf) if there shall have been a determination that such holder will
no longer be the directing holder).

      The existence of an Appraisal Reduction will proportionately reduce the
master servicer's or the trustee's, as the case may be, obligation to make the
interest portion of 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.

      Each Non-Serviced Mortgage Loan is subject to provisions in its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement relating to appraisal
reductions that are substantially similar to the provisions set forth above. The
existence of an appraisal reduction under such Non-Serviced Mortgage Loan
Pooling and Servicing Agreement in respect of a Non-Serviced Mortgage Loan will
proportionately reduce the interest component of the amount of the P&I Advances
(including advances, if any, to be made on such Non-Serviced Mortgage Loan under
the Non-Serviced Mortgage Loan Pooling and Servicing Agreement) to be made in
respect of the applicable mortgage loan. This will generally result in a
reduction in current distributions in respect of the then most subordinate Class
or Classes of Principal Balance Certificates.

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
(provided that the Class A-M Certificates will be senior in right to the Class
A-J 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 (provided that the Class A-M Certificates will be senior in right to
the Class A-J Certificates), this subordination is also intended to enhance the
likelihood of timely receipt by the holders of the Subordinate Certificates,
other than the Class P 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 Class 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.


                                      S-125



      Following retirement of the Class A Senior Certificates, the successive
allocation to the Subordinate Certificates, in alphabetical order of Class
designation (provided that the Class A-M Certificates will be senior in right to
the Class A-J 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 as regards the relative
amount of subordination afforded by the other Classes of Subordinate
Certificates with later alphabetical Class designations (provided that the Class
A-M Certificates will be senior in right to the Class A-J Certificates).

      Realized Losses of principal and interest on the mortgage loans and
Expense Losses 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 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-3, Class A-AB and Class A-4 Certificates, pro rata, and, solely with
respect to losses of interest (other than as a reduction of the Notional
Amount), to the Class X Certificates, pro rata with the Class A Senior
Certificates, in each case reducing principal and/or interest otherwise payable
thereon.

      Any reimbursements of Advances determined to be nonrecoverable (and
interest on such Advances) that are made in any Collection Period from
collections or advances of principal that (in the absence of the reductions that
we describe under the definition of "Principal Distribution Amount" in the
"Glossary of Terms" in this prospectus supplement) would otherwise be included
in the total amount of principal distributable to Certificateholders for the
related Distribution Date, 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.

      Any shortfall in the amount of the Distributable Certificate Interest
Amount paid to the Certificateholders of any Class of certificates on any
Distribution Date will result in Unpaid Interest for such Class, which will be
distributable in subsequent periods to the extent of funds available therefor.

      Realized Losses with respect to Non-Serviced Mortgage Loans will equal a
pro rata share (based on principal balance) of the amount of any loss calculated
with respect to such mortgage loans and the related Non-Serviced Companion
Mortgage Loans. Any additional Trust expenses under the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement that are similar to those expenses
resulting in Expense Losses and that relate to any Non-Serviced Mortgage Loan
Group containing a Non-Serviced Mortgage Loan B Note are to be paid first out of
collections on, and other proceeds of, any related Non-Serviced Mortgage Loan B
Note, to the extent permitted under the related intercreditor agreement, and
then, pro rata, out of collections on, and other proceeds of, the Non-Serviced
Mortgage Loan and the Non-Serviced Companion Mortgage Loans.

      Realized Losses with respect to any Serviced Pari Passu Mortgage Loan will
equal a pro rata share (based on principal balance) of the amount of any loss
calculated with respect to such Serviced Pari Passu Mortgage Loan and the one or
more related Serviced Companion Mortgage Loans. Any additional Trust expenses
under the Pooling and Servicing Agreement that are Expense Losses are to be
paid, pro rata, out of collections on, and other proceeds of, any Serviced Pari
Passu Mortgage Loan and the one or more related Serviced Companion Mortgage
Loans.

      Realized Losses with respect to any A/B Mortgage Loan are to be allocated,
and expenses are to be paid, first out of collections on, and other proceeds of,
the related B Note and then out of collections on, and other proceeds of, the A
Note.

      No Realized Losses or Expense Losses with respect to any mortgage loan
(other than the 330 West 34th Street Mortgage Loan) in the Trust will be
allocated to the Class AW34 Certificates and any losses of principal or interest
or any expense losses related to the 330 West 34th Street Mortgage Loan will be
allocated only to the Class AW34 Certificates.


                                      S-126



Prepayment Interest Shortfalls and Prepayment Interest Excesses

      If the aggregate Prepayment Interest Shortfalls on all mortgage loans
other than Specially Serviced Mortgage Loans (and other than the 330 West 34th
Street Mortgage Loan) exceed the aggregate Prepayment Interest Excesses for such
mortgage loans for the Collection Period related to a Distribution Date, the
Master Servicing Fee and certain other compensation payable to the master
servicer will be reduced by the amount of any Compensating Interest (as defined
in this prospectus supplement), subject to certain limitations described in this
prospectus supplement. See "Servicing of the Mortgage Loans--The Master
Servicer--Master Servicer Compensation" in this prospectus supplement.

      Any Net Aggregate Prepayment Interest Shortfall for a Distribution Date
will be allocated to each Class of certificates (other than the Class AW34
Certificates), pro rata, in proportion to the amount of Accrued Certificate
Interest payable to such Class on such Distribution Date, in each case reducing
interest otherwise payable thereon. The Distributable Certificate Interest
Amount in respect of any Class of certificates (other than the Class AW34
Certificates) will be reduced to the extent any Net Aggregate Prepayment
Interest Shortfalls are allocated to such Class of certificates. See "Servicing
of the Mortgage Loans--The Master Servicer--Master Servicer Compensation" in
this prospectus supplement.

      On any Distribution Date, to the extent that the aggregate Prepayment
Interest Excesses on all mortgage loans other than Specially Serviced Mortgage
Loans (and other than the 330 West 34th Street Mortgage Loan) exceed the
aggregate Prepayment Interest Shortfalls for such mortgage loans for such
Distribution Date, the excess amount will be payable to the master servicer as
additional servicing compensation. Likewise, to the extent that the aggregate
Prepayment Interest Excesses on all Specially Serviced Mortgage Loans exceed the
aggregate Prepayment Interest Shortfalls for such mortgage loans for such
Distribution Date, the excess amount will be payable to the special servicer as
additional servicing compensation.

      In the case of any mortgage loan that provides for a Due Date (including
applicable grace periods) that occurs after the Determination Date occurring in
the month of such Due Date, the master servicer will be required to remit to the
trustee (for inclusion in the Available Distribution Amount for the
distributions occurring in such month) any Principal Prepayments and Balloon
Payments that are received by the master servicer (from the borrower or the
Primary Servicer) after the Determination Date but on or before the third
business day prior to the related Distribution Date.

OPTIONAL TERMINATION

      The holders of a majority of the Controlling Class, the special servicer,
the master 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 (other than the 330 West 34th Street Mortgage Loan)
and any other property remaining in the Trust (other than portions corresponding
to the Class AW34 REMIC) on any Distribution Date on or after the Distribution
Date on which the aggregate principal balance of the mortgage loans (other than
the 330 West 34th Street Mortgage Loan) is less than or equal to 1.0% of the
balance as of the Cut-off Date of the mortgage loans (other than the 330 West
34th Street Mortgage Loan).

      The Purchase Price for any such purchase will be 100% of the aggregate
unpaid principal balances of the mortgage loans (other than the 330 West 34th
Street Mortgage Loan), other than any mortgage loans as to which the master
servicer has determined that all payments or recoveries with respect to such
mortgage loans have been made, plus accrued and unpaid interest at the mortgage
rate--or the mortgage rate less the Master Servicing Fee Rate if the master
servicer is the purchaser--to the Due Date for each mortgage loan (other than
the 330 West 34th Street 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 (other than
portions corresponding to the Class AW34 REMIC) must be conducted so as to
constitute a "qualified liquidation" of REMIC I under Section 860F of the Code.

      Upon any such termination, the Purchase Price for the mortgage loans
(other than the 330 West 34th Street Mortgage Loan) and the other property in
the Trust (other than portions corresponding to the Class AW34 REMIC) will be
applied to pay accrued and unpaid interest on and reduce the Certificate Balance
of all outstanding Classes


                                      S-127



(other than the Class AW34 Certificates) 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 paying agent on behalf of trustee to
the Certificateholders and the Rating Agencies upon the receipt of written
notice of such optional termination by the trustee and the paying agent.

      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, the master servicer
will be obligated to make a P&I Advance in respect of each mortgage loan,
subject to the following paragraph, but only to the extent that the master
servicer or the special servicer has not determined, in its sole discretion,
exercised in good faith, that the amount so advanced, plus interest expected to
accrue thereon, would be nonrecoverable from subsequent payments or collections,
including Insurance Proceeds and Liquidation Proceeds, in respect of the related
mortgage loan, and only until such 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 such a mortgage loan as to which
there has been an Appraisal Reduction will be an amount equal to the product of:

      o     the amount of interest required to be advanced by the 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 a Non-Serviced
            Mortgage Loan or Serviced Pari Passu Mortgage Loan, the portion of
            the Appraisal Reduction that is allocable to such Non-Serviced
            Mortgage Loan or Serviced Pari Passu Mortgage Loan, as applicable)
            and the denominator of which is the Scheduled Principal Balance of
            the mortgage loan as of such Determination Date.

      In addition, the master servicer will not in any event be required to (i)
advance prepayment or yield maintenance premiums, Excess Interest or default
interest, if any, or (ii) make any P&I Advances on any B Note, any Non-Serviced
Companion Mortgage Loans or any Serviced Companion Mortgage Loan.

      The master servicer will be required to make principal and interest and
servicing advances on the 330 West 34th Street Mortgage loan; provided that, any
such principal and interest or servicing advances are only recoverable from the
330 West 34th Street Mortgage Loan and not from any other mortgage loan in the
Trust and any recoveries of Advances on the mortgage loans (other than the 330
West 34th Street Mortgage Loan) are not recoverable from the 330 West 34th
Street Mortgage Loan.

      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, less the related Master Servicing Fee,
the Excess Servicing Fee, the Primary Servicing Fee and any other servicing fees
payable from such Assumed Scheduled Payment, subject to the same conditions and
limitations, as described above, that apply to P&I Advances of other Scheduled
Payments.

      The master servicer will be entitled to interest on P&I Advances, which
interest will accrue at the Advance Rate. This interest and any interest on
other Advances, including interest on servicing advances made by the applicable
Non-Serviced Mortgage Loan Master Servicer in respect of the related
Non-Serviced Mortgage Loan, 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 and any related Non-Serviced Mortgage
Loan Pooling and Servicing Agreement.


                                      S-128



      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 master servicer or the special servicer determines in its sole
discretion, exercised in good faith, that a P&I Advance will not be ultimately
recoverable from related recoveries, from funds on deposit in the Certificate
Account and Distribution Account as described under "--Reimbursement of
Advances" below. P&I Advances made in respect of mortgage loans that 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. 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 on such advances at the Advance Rate, equals an amount greater
than the Scheduled Principal Balance plus all overdue amounts on such mortgage
loan.

      Subject to certain exceptions, the right of the master servicer 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 the master servicer fails to make a required P&I Advance, the trustee
is required to make such P&I Advance, each 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 the master servicer.

      Notwithstanding the foregoing, with respect to any Non-Serviced Mortgage
Loan, the master servicer and the trustee will be required to rely on the
determination of any master servicer, trustee or fiscal agent for the
securitization of any related Non-Serviced Companion Mortgage Loan that a
particular advance with respect to principal or interest and relating to such
other securitization is, or would if made be, ultimately nonrecoverable from
collections on the related Non-Serviced Mortgage Loan Group. The securitization
documents for a Non-Serviced Companion Mortgage Loan may provide for a
nonrecoverability determination that differs from the basis for determining
nonrecoverability of P&I Advances on the mortgage loans by the master servicer.
Because of the foregoing, the obligation to make P&I Advances with respect to
any Non-Serviced Mortgage Loans as to which advancing is provided for under the
Pooling and Servicing Agreement could terminate earlier than would have been the
case if such determination were made solely pursuant to the Pooling and
Servicing Agreement.

Servicing Advances

      Servicing Advances, in all cases, will be reimbursable as described below.
The master servicer will be permitted to pay, or to direct the payment of,
certain servicing expenses directly out of the Certificate Account or
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, the
master servicer will be obligated to make, and the special servicer may make,
Servicing Advances for, among other things, real estate taxes and insurance
premiums, to the extent that 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, the master servicer will be obligated to make, and
the special servicer may make, Servicing Advances, 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, the master servicer will be obligated to
make such Servicing Advances only to the extent that the master servicer or the
special servicer has not determined, as described below, that the amount so
advanced, plus interest expected to accrue thereon, would be nonrecoverable from
subsequent payments or


                                      S-129



collections, including Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or proceeds of mortgage loan repurchases (or from any other
collections), in respect of such mortgage loan or REO Property.

      The master servicer and the special servicer may incur certain costs and
expenses in connection with the servicing of a mortgage loan, any Serviced
Companion Mortgage Loan, any B Note 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, the related Serviced Companion Mortgage Loan or B Note) or
REO Property. However, if the master servicer or the special servicer, as
applicable, 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 will
generally be reimbursable from amounts on deposit in the Certificate Account or
Distribution Account as described under "--Reimbursement of Advances" below. If
the master servicer fails to make a required Servicing Advance, the trustee is
required to make such Servicing Advance, each subject to the same limitations,
and with the same rights, as described above for the master servicer.

      In general, none of the master servicer, the special servicer or the
trustee or any fiscal agent will be required to make any Servicing Advances with
respect to any Non-Serviced Mortgage Loan under the Pooling and Servicing
Agreement. Those advances will be made by the applicable Non-Serviced Mortgage
Loan Master Servicer, the applicable Non-Serviced Mortgage Loan Special Servicer
and/or another party under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement on generally the same terms and conditions as are applicable
under the Pooling and Servicing Agreement. If any Servicing Advances are made
with respect to any Non-Serviced Mortgage Loan Group under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the party making
that advance will be entitled to be reimbursed with interest thereon.

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
Account 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 Account that are allocable to principal received with
respect to the Mortgage Pool 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 interest on
the mortgage loans is used to reimburse such nonrecoverable Advances, then the
party entitled to such reimbursement has agreed to notify the Rating Agencies at
least fifteen (15) days prior to such use, unless circumstances exist which are
extraordinary in the sole discretion of such party. If the amount in the
Certificate Account allocable to principal received with respect to the mortgage
loans is insufficient to fully reimburse the party entitled to reimbursement,
then such party may elect at its sole option 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). 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
(together with interest thereon), unless determined to be nonrecoverable, will
be reimbursable only from amounts in the Certificate Account that represent
principal on the mortgage loans (net of any principal used to reimburse any
nonrecoverable Advance (together with interest thereon)). 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 (or
interest thereon), a Realized Loss will be allocated (in reverse sequential
order in accordance with the loss allocation rules described above under
"--Distributions--Subordination; Allocation of Losses and Certain Expenses") to
reduce the total principal balance of the certificates (other than the Class
AW34 Certificates) on that Distribution Date. Any provision in the Pooling and
Servicing Agreement for any Servicing Advance or P&I Advance by the 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.


                                      S-130



Nonrecoverable Advances

      The determination that any P&I Advance or Servicing Advance, previously
made or proposed to be made, would not be recoverable will be made in the sole
discretion of the master servicer or special servicer, as applicable (subject to
the reliance on the determination of nonrecoverability in respect of
Non-Serviced Mortgage Loans described above), exercising good faith, and is
required to be accompanied by an officer's certificate delivered to the trustee,
the special servicer or the master servicer (as applicable), the Operating
Adviser, the Rating Agencies, the paying agent and us (and the holders of the B
Note or the Serviced Companion Mortgage Loan if the Servicing Advance relates to
an A/B Mortgage Loan or a Loan Pair) and setting forth the reasons for such
determination, with copies of appraisals or internal valuations, if any, or
other information that supports such determination. The 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 the master servicer or
special servicer of nonrecoverability with respect to such Advance and will have
no obligation, but will be entitled, to make a separate determination of
recoverability.

      In addition, the 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
advances with respect to other mortgage loans where reimbursement is, at the
time of such consideration, 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 not only a source of reimbursement for the P&I Advance
or Servicing Advance under consideration, but also a potential source of
reimbursement for such deferred or delayed nonrecoverable Advance. In addition,
the master servicer or special servicer may update or change its recoverability
determinations at any time.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

Paying Agent Reports

      Based on information provided in monthly reports prepared by the master
servicer and the special servicer and delivered to the trustee and the paying
agent, the paying agent will be required to provide or make available to each
Certificateholder on each Distribution Date (in the aggregate and by Loan Group
as appropriate):

      (a)   A statement (in the form of Appendix V) setting forth, to
            the extent applicable:

                  (i)     the date of such Distribution Date, and of the Record
                          Date, Interest Accrual Period, and Determination Date
                          for such Distribution Date;

                  (ii)    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 the Available
                          Distribution Amount or such other cash flows);

                  (iii)   the aggregate amount of servicing fees, Special
                          Servicing Fees, other special servicing compensation
                          and Trustee Fees paid to the master servicer, the
                          Primary Servicer, the special servicer, the holders of
                          the rights to Excess Servicing Fees, the trustee and
                          the paying agent with respect to the Mortgage Pool;

                  (iv)    the amount of other fees and expenses accrued and paid
                          from the Trust, 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;

                  (v)     the amount, if any, of such distributions to the
                          holders of each Class of Principal Balance
                          Certificates applied to reduce the aggregate
                          Certificate Balance of that Class;

                  (vi)    the amount of such distribution to holders of each
                          Class of certificates allocable to (A) interest and
                          (B) Prepayment Premiums or Yield Maintenance Charges;


                                      S-131



                  (vii)   the amount of any shortfall in principal distributions
                          and any shortfall in interest distributions to each
                          applicable Class of certificates;

                  (viii)  the amount of excess cash flow, if any distributed to
                          the holder of the Residual Certificates;

                  (ix)    the aggregate Certificate Balance or Notional Amount
                          of each Class of certificates before and after giving
                          effect to the distribution made on such Distribution
                          Date;

                  (x)     the Pass-Through Rate applicable to each Class of
                          certificates for such Distribution Date;

                  (xi)    the weighted average mortgage rate (and interest rates
                          by distributional groups or ranges) of the mortgage
                          loans as of the related Determination Date;

                  (xii)   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;

                  (xiii)  the number and aggregate Scheduled Principal Balance
                          of mortgage loans, with respect to the Mortgage Pool:

                          (A)   delinquent 30 to 59 days,

                          (B)   delinquent 60 to 89 days,

                          (C)   delinquent 90 days or more,

                          (D)   as to which foreclosure proceedings have been
                                commenced, or

                          (E)   as to which bankruptcy proceedings have been
                                commenced;

                  (xiv)   the aggregate amount and general purpose of Servicing
                          Advances and P&I Advances outstanding, separately
                          stated, that have been made by the master servicer,
                          the special servicer and the trustee with respect to
                          the Mortgage Pool and the aggregate amount and general
                          purpose of Servicing Advances and P&I Advances made by
                          the applicable Non-Serviced Mortgage Loan Master
                          Servicer in respect of the Non-Serviced Mortgage
                          Loans;

                  (xv)    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 modifications,
                          extensions or waivers to mortgage loan terms, fees,
                          penalties or payments during the distribution period
                          as provided to the Paying Agent);

                  (xvi)   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;

                  (xvii)  as of the related Determination Date:

                          (A)   as to any REO Property sold during the related
                                Collection Period, the date of the related
                                determination by such 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


                                      S-132



                          (B)   the aggregate amount of other revenues collected
                                by each 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;

                  (xviii) 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;

                  (xix)   the amount of Unpaid Interest, Realized Losses or
                          Expense Losses, if any, incurred with respect to the
                          mortgage loans, including a break out by type of such
                          Realized Losses or Expense Losses, with respect to the
                          Mortgage Pool and with respect to each Loan Group;

                  (xx)    Material Breaches of mortgage loan representations and
                          warranties of which the trustee, the master servicer
                          or the special servicer has received written notice;
                          and

                  (xxi)   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 in the case of the Non-Serviced Mortgage
                          Loans, the amount of any appraisal reductions effected
                          under the related Non-Serviced Mortgage Loan Pooling
                          and Servicing Agreement).

      (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
one report for purposes of dissemination.

      In the case of information furnished pursuant to subclauses (a)(v),
(a)(vi) and (a)(ix) 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.ctslink.com. In addition, the
paying agent will also make certain other additional reports available via the
paying agent's website on a restricted basis to the Depositor and its designees,
including the Financial Market Publishers, the Rating Agencies, the parties to
the Pooling and Servicing Agreement, the Underwriters, Certificateholders and
any prospective investors or beneficial owners of certificates who provide the
paying agent with an investor certification in the form attached to the Pooling
and Servicing Agreement (which form may be submitted electronically via the
paying agent's website). 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 by the paying agent with respect to the Trust through the EDGAR system.
For assistance with the paying agent's website, investors may call 301-815-6600.
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 servicer is 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, the Depositor 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.


                                      S-133



      The paying agent shall 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 and the holder of any Serviced
Companion Mortgage Loan, originals or copies of, among other things, the
following items: (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 annual operating
statement and rent roll, if any, collected or otherwise obtained by or on behalf
of the master servicer 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 or the Operating Adviser) 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.

Other Information

      The Pooling and Servicing Agreement generally requires that the paying
agent or, with respect to the mortgage loan files, the trustee make available,
at their respective corporate trust offices or at such other office as they may
reasonably designate, during normal business hours, upon reasonable advance
notice for review by any Certificateholder, the holder of a B Note, the holder
of any Serviced Companion Mortgage Loan, each Rating Agency or the Depositor,
originals or copies of, among other things, the following items, 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 to it;

      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     any and all modifications, waivers and amendments of the terms of a
            mortgage loan entered into by the master servicer and/or the special
            servicer; and

      o     any and all officer's certificates and other evidence delivered to
            the paying agent to support the 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 loan files,
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 (except that such items
will be furnished to the Operating Adviser without charge if such request is not
excessive in the judgment of the paying agent or the trustee, as applicable).
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 2007-TOP27." Members of the public may read and
copy any materials filed with the Commission at the Commission's Public
Reference Room at 100 F Street N.E., Washington, D.C. 20549. 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


                                      S-134



and information statements and other information filed electronically through
the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The
Depositor has filed the prospectus and the related registration statement,
including all exhibits thereto, through the EDGAR system, so the materials
should be available by logging onto the Commission's Web site. The Commission
maintains computer terminals providing access to the EDGAR system at each of the
offices 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 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 servicer, 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 as if the certificates had been issued in July 2007:

      The close of business on

      July 1 (except as described
      in this prospectus supplement)     (A)   Cut-off Date.

      July 31                            (B)   Record Date for all Classes of
                                               Certificates.

      July 2 - August 7                  (C)   The Collection Period. The 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
                                               August 7.

      August 7                           (D)   Determination Date.

      August 10                          (E)   Master Servicer Remittance Date.

      August 13                          (F)   Distribution Date.

      Succeeding monthly periods follow the pattern of (B) through (F) above
(except as described below).

      (A)   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.

      (B)   Distributions on the next Distribution Date will be made to those
persons that are Certificateholders of record on this date. Each subsequent
Record Date will be the last business day of the month preceding the month in
which the related Distribution Date occurs.

      (C)   Any Scheduled Payments due and collected and Principal Prepayments
collected, after the Cut-off Date and on or prior to August 7, 2007 will be
deposited in the Certificate Account. Each subsequent Collection


                                      S-135



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. In the case of certain mortgage
loans identified in a schedule to the Pooling and Servicing Agreement as to
which the Scheduled Payment is due on a Due Date that may occur after, but in
the same calendar month as, the last day of a given Collection Period, certain
payments that are either received before the Distribution Date or advanced in
respect of such Scheduled Payment (or, if applicable, Assumed Scheduled Payment)
will, to the extent provided in the Pooling and Servicing Agreement, be deemed
to be included in that Collection Period.

      (D)   As of the close of business on the Determination Date, the master
servicer will have determined the amounts of principal and interest that will
be remitted with respect to the related Collection Period.

      (E)   The master servicer will remit to the paying agent no later than the
business day prior to the related Distribution Date all amounts held by the
master servicer, and any P&I Advances required to be made by the master
servicer, that together constitute the Available Distribution Amount for such
Distribution Date.

      (F)   The paying agent will make distributions to Certificateholders on
the 4th business day after the related Determination Date of each month.

EXPECTED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

      The Expected Final Distribution Date for each Class of certificates
presented under "Summary of Prospectus Supplement--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 (other
than payments with respect to ARD Loans on their Anticipated Repayment Dates)
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 certificates (other
than the Class AW34 Certificates) is the Distribution Date in June 2042.

      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 to the Pooling and Servicing Agreement, 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 in the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement to the
            extent necessary or desirable to maintain the status of each REMIC
            (or the grantor trust portion of the Trust) for the purposes of
            federal income tax law (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;


                                      S-136



      o     to amend any provision of the Pooling and Servicing Agreement 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;

      o     to modify the provisions relating to the timing of reimbursements of
            Servicing Advances or P&I Advances in order to conform them to the
            commercial mortgage-backed securities industry standard for such
            provisions; or

      o     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
Certificateholder not consenting to such amendment without the consent of 100%
of the Certificateholders (if adversely affected) or (B) adversely affect the
status of any REMIC (or the grantor trust portion of the Trust). In addition, no
amendment to the Pooling and Servicing Agreement that is materially adverse to
the interests of the holder of any B Note may be effected unless the holder of
the related B Note provides written consent to such amendment. 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 to the Pooling and Servicing Agreement (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
contained 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 the 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 or such 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     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 servicer's 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 under the
            Code; or

      o     adversely affect the status of any REMIC created under the Pooling
            and Servicing Agreement for federal income tax purposes without the
            consent of 100% of the Certificateholders (including the Class R-I,
            Class R-II and Class R-III Certificateholders) or adversely affect
            the status of the grantor trust created from the related portion of
            the Trust, without the consent of 100% of the holders of the Class P
            Certificates. 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.

      For purposes of this section, "Amendments to the Pooling and Servicing
Agreement", the term "certificates" does include the Class AW34 Certificates.


                                      S-137



EVIDENCE AS TO COMPLIANCE

      Each of the master servicer, the special servicer, the Primary Servicer
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, and to
forward a copy to the Rating Agencies and the Operating Adviser, 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 servicer, the special servicer, the Primary
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 trustee, 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:

      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.

                  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 of representations and
            warranties and Material Document Defects or the exercise of a
            purchase option by a holder of a subordinate note or a mezzanine
            loan) and


                                      S-138



            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 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; 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
will not be payable to such holders until at least the 4th business day after
the related Determination Date 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 Pass-Through Rates on one or more Classes of certificates may be based
on, limited by, or equal to, 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 as described in this
prospectus supplement. In addition, the Pass-Through Rate on one or more Classes
of certificates may be capped at such weighted average rate. Accordingly, the
yield on those Classes of certificates may (and in the case of a Class with a
Pass-Through Rate equal to or based on the Weighted Average Net Mortgage Rate,
will) 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 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 their
Certificate Balance is reduced to zero, and will thereafter be distributable
entirely in respect of each other Class of Principal Balance Certificates, in
descending alphabetical order of Class designation (provided that the Class A-M
Certificates will be senior in right to the Class A-J Certificates), in each
case until the aggregate Certificate Balance of such Class of certificates is,
in turn, reduced to zero. 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 of
such mortgage loans, the dates on which Balloon Payments are due, any extension
of maturity dates by the master servicer or the special servicer, the rate and
timing of any reimbursement of the 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, repurchases as a


                                      S-139



result of a mortgage loan seller's breach of representations and warranties or
material defects in a mortgage loan's documentation and other purchases of
mortgage loans out of the trust. Furthermore, because the amount of principal
that will be distributed to the Class A-1, Class A-1A, Class A-2, 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
yield 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 and the yield on the Class A-1A Certificates will be particularly
sensitive to prepayments on mortgage loans in Loan Group 2.

      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 properties and the mortgage loans in
Loan Group 2 are secured primarily by multifamily properties. Because principal
distributions on the Class A-1A Certificates are generally received from
collections on the Mortgage Loans in Loan Group 2, an adverse event with respect
to multifamily properties would have a substantially greater impact on the Class
A-1A Certificates than if 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 Class P Certificates have been
reduced to zero or the aggregate Appraisal Reduction in effect is greater than
or equal to Certificate Balances of such Certificates, 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-3, Class A-AB
and Class A-4 Certificates without regard to Loan Group.

      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 choose to or will be able to prepay an ARD Loan on its Anticipated
Repayment Date. The failure of the borrower to prepay an 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 Amount 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 Amount
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, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class X
Certificates, the allocation of a portion of collected


                                      S-140



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) may 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 will
generally be applied in reverse sequential order, that is, first to the Class P
Certificates, and then to the other respective Classes of Principal Balance
Certificates, in ascending alphabetical order of Class designation (provided
that the Class A-M Certificates will be senior in right to the Class A-J
Certificates) -- from the Class O Certificates to the Class B Certificates, then
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-3, Class A-AB and Class A-4
Certificates. 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, provided,
that such reductions shall be allocated among the Class A-1 Certificates, Class
A-1A Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB
Certificates and Class A-4 Certificates and, as to their interest entitlements
only, the Class X Certificates, pro rata, based upon their outstanding
Certificate Balances or accrued interest, as the case may be. Net Aggregate
Prepayment Interest Shortfalls will be borne by the holders of each Class of
certificates (other than the Class AW34 Certificates), as described in this
prospectus supplement, 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, in each case on the mortgage
loans, generally will result in, among other things, a shortfall in current or
ultimate distributions to the most subordinate Class of certificates (other than
the Class AW34 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 and otherwise),
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, provisions requiring that upon
occurrence of certain events, funds held in escrow or proceeds from letters of
credit be applied to principal 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


                                      S-141



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 "Risk Factors" 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.

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-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 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 and the weighted
average life on the Class A-1A Certificates will be particularly sensitive to
prepayments on mortgage loans in Loan Group 2.

      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, which are past their lock-out, defeasance and yield maintenance periods.
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


                                      S-142



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.

      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%
July 2008                           91%    91%      91%    91%     91%
July 2009                           81%    81%      81%    81%     81%
July 2010                           69%    69%      68%    67%     63%
July 2011                           45%    43%      41%    39%     38%
July 2012                           0%      0%      0%      0%      0%
Weighted average life (years)      3.39    3.36    3.32    3.28    3.21

      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%     99%     99%
July 2011                          100%    99%     99%      99%     98%
July 2012                           89%    89%     89%      89%     89%
July 2013                           89%    89%     89%      89%     89%
July 2014                           89%    88%     87%      86%     77%
July 2015                           88%    85%     82%      79%     77%
July 2016                           88%    83%     79%      77%     76%
July 2017                           0%      0%      0%      0%      0%
Weighted average life(years)       9.25    9.12    9.01    8.92    8.66


                                      S-143



      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                           0%      0%      0%      0%      0%
Weighted average life (years)      4.66    4.65    4.65    4.65    4.56

      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                          100%    99%     98%      96%    81%
July 2013                          100%    93%     85%      75%    45%
July 2014                           0%      0%      0%      0%      0%
Weighted average life (years)      6.57    6.45    6.33    6.18    5.66

      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                           99%    99%      99%    99%      99%
July 2013                           40%    42%      46%    52%      85%
July 2014                           27%    26%      25%    24%      24%
July 2015                           15%    12%      11%     9%      5%
July 2016                           2%      0%      0%      0%      0%
July 2017                           0%      0%      0%      0%      0%
Weighted average life (years)      6.35    6.31    6.31    6.34    6.53


                                      S-144



      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                          100%    100%    100%    100%    100%
July 2013                          100%    100%    100%    100%    100%
July 2014                          100%    100%    100%    100%    100%
July 2015                          100%    100%    100%    100%    100%
July 2016                          100%    100%    99%      99%    98%
July 2017                           0%      0%      0%      0%      0%
Weighted average life (years)      9.77    9.75    9.73    9.70    9.53

      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                          100%    100%    100%    100%    100%
July 2013                          100%    100%    100%    100%    100%
July 2014                          100%    100%    100%    100%    100%
July 2015                          100%    100%    100%    100%    100%
July 2016                          100%    100%    100%    100%    100%
July 2017                           0%      0%      0%      0%      0%
Weighted average life (years)      9.90    9.89    9.88    9.87    9.75

      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%
July 2008                          100%    100%    100%    100%    100%
July 2009                          100%    100%    100%    100%    100%
July 2010                          100%    100%    100%    100%    100%
July 2011                          100%    100%    100%    100%    100%
July 2012                          100%    100%    100%    100%    100%
July 2013                          100%    100%    100%    100%    100%
July 2014                          100%    100%    100%    100%    100%
July 2015                          100%    100%    100%    100%    100%
July 2016                          100%    100%    100%    100%    100%
July 2017                           0%      0%      0%      0%      0%
Weighted average life (years)      9.95    9.95    9.95    9.95    9.80


                                      S-145



                        DESCRIPTION OF THE MORTGAGE POOL
GENERAL

      The Mortgage Pool will consist of two hundred twenty-five (225)
fixed-rate, first mortgage loans with an aggregate Cut-off Date Balance of
$2,722,865,021, subject to a permitted variance of plus or minus 5%. The Cut-off
Date Balances of the mortgage loans range from $659,403 to $220,000,000, and the
mortgage loans have an average Cut-off Date Balance of $12,101,622.

      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 twenty-three (23) mortgage loans that are secured by
multifamily properties and five (5) mortgage loans that are secured by
manufactured housing community properties. Loan Group 1 will consist of one
hundred ninety-seven (197) mortgage loans, with an Initial Loan Group 1 Balance
of $2,434,944,951, subject to a permitted variance of plus or minus 5%. Loan
Group 1 represents approximately 89.4% of the Initial Pool Balance.

      Loan Group 2 will consist of twenty-three (23) of the mortgage loans that
are secured by multifamily properties and five (5) mortgage loans that are
secured by manufactured housing community properties and have an Initial Loan
Group 2 Balance of $287,920,070. Loan Group 2 represents approximately 10.6% of
the initial outstanding pool balance and approximately 95.6% of the principal
balance of all the mortgage loans secured by multifamily and manufactured
housing community properties.

      The Cut-off Date Balances of the mortgage loans in Loan Group 1 range from
$659,403 to $220,000,000 and the mortgage loans in Loan Group 1 had an average
Cut-off Date Balance of $12,360,127. The Cut-off Date Balances of the mortgage
loans in Loan Group 2 range from $1,350,000 to $40,000,000 and the mortgage
loans in Loan Group 2 had an average Cut-off Date Balance of $10,282,860.

      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 Bear Stearns
Commercial Mortgage, Inc., Morgan Stanley Mortgage Capital Holdings LLC, Wells
Fargo Bank, National Association and Principal Commercial Funding II, LLC are
set forth in this prospectus supplement under "The Sponsors, Mortgage Loan
Sellers and Originators--Bear Stearns Commercial Mortgage, Inc.--Underwriting
Standards," "--Morgan Stanley Mortgage Capital Holdings LLC--Underwriting
Standards," "--Wells Fargo Bank, National Association--Underwriting Standards"
and "--Principal Commercial Funding II, 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
feedback, subordinate investor feedback, property type and geographic location.

      The mortgage loans were originated between February 2001 and June 2007. As
of the Cut-off Date, none of the mortgage loans were 30 days or more delinquent,
or had been 30 days or more delinquent during the 12 calendar months preceding
the Cut-off Date. Brief summaries of the material terms of the mortgage loans
associated with the ten (10) largest mortgage loans (including crossed mortgage
loans) in the Mortgage Pool are contained in Appendix IV attached to this
prospectus supplement.


                                      S-146



      Two hundred sixty (260) mortgaged properties, securing mortgage loans
representing 97.2% of the Initial Pool Balance (which include two hundred
thirty-two (232) mortgaged properties in Loan Group 1, securing mortgage loans
representing 96.9% of the Initial Loan Group 1 Balance, and twenty-eight (28)
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 property. Six (6) mortgaged properties, securing
mortgage loans representing 1.8% of the Initial Pool Balance (securing mortgage
loans representing 2.0% 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 those mortgaged properties. Two (2)
mortgaged properties, securing mortgage loans representing 1.0% of the Initial
Pool Balance (securing mortgage loans 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 fee interest in a portion of
the related mortgaged property and a leasehold interest in the remainder of the
related 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 seller. We will then transfer the
mortgage loans, without recourse, to the trustee for the benefit of the
Certificateholders. See "--The Sponsors, Mortgage Loan Sellers and Originators"
and "--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 ARD Loans, no mortgage loan permits negative
amortization or the deferral of accrued interest. Two hundred six (206) mortgage
loans, representing 80.7% of the Initial Pool Balance (which include one hundred
seventy-nine (179) mortgage loans in Loan Group 1, representing 79.1% of the
Initial Loan Group 1 Balance, and twenty-seven (27) mortgage loans in Loan Group
2, representing 93.5% of the Initial Loan Group 2 Balance), accrue interest on
the basis of the actual number of days elapsed each month in a 360-day year.
Nineteen (19) mortgage loans, representing 19.3% of the Initial Pool Balance
(which include eighteen (18) mortgage loans in Loan Group 1, representing 20.9%
of the Initial Loan Group 1 Balance, and one (1) mortgage loan in Loan Group 2,
representing 6.5% of the Initial Loan Group 2 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     Retail - One hundred forty-one (141) of the mortgaged properties,
            which secure 43.9% of the Initial Pool Balance (securing mortgage
            loans representing 49.1% of the Initial Loan Group 1 Balance), are
            retail properties;

      o     Office - Thirty-five (35) of the mortgaged properties, which secure
            23.7% of the Initial Pool Balance (securing mortgage loans
            representing 26.5% of the Initial Loan Group 1 Balance), are office
            properties;

      o     Multifamily - Twenty-four (24) of the mortgaged properties, which
            secure 10.1% of the Initial Pool Balance (which include one (1)
            mortgaged property in Loan Group 1, securing mortgage loans
            representing 0.5% of the Initial Loan Group 1 Balance and
            twenty-three (23) mortgaged properties in Loan Group 2, securing
            mortgage loans representing 91.1% of the Initial Loan Group 2
            Balance), are multifamily properties;

      o     Hospitality - Eighteen (18) of the mortgaged properties, which
            secure 9.7% of the Initial Pool Balance (securing mortgage loans
            representing 10.9% of the Initial Loan Group 1 Balance), are
            hospitality properties;


                                      S-147



      o     Industrial - Twenty-three (23) of the mortgaged properties, which
            secure 7.5% of the Initial Pool Balance (securing mortgage loans
            representing 8.4% of the Initial Loan Group 1 Balance), are
            industrial properties;

      o     Other - Seven (7) of the mortgaged properties, which secure 1.9% of
            the Initial Pool Balance (securing mortgage loans representing 2.1%
            of the Initial Loan Group 1 Balance), are a type of property other
            than those set forth in this paragraph;

      o     Self Storage - Nine (9) of the mortgaged properties, which secure
            1.2% of the Initial Pool Balance (securing mortgage loans
            representing 1.3% of the Initial Loan Group 1 Balance), are self
            storage properties;

      o     Mixed Use - Six (6) of the mortgaged properties, which secure 1.1%
            of the Initial Pool Balance (securing mortgage loans representing
            1.3% of the Initial Loan Group 1 Balance), are mixed use properties;
            and

      o     Manufactured Housing Community - Five (5) of the mortgaged
            properties, which secure 0.9% of the Initial Pool Balance (securing
            mortgage loans representing 8.9% of the Initial Loan Group 2
            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.

Property Location

      The following geographic areas contain the largest concentrations of
mortgaged properties securing the mortgage loans: New York, Virginia,
California, Maryland and Ohio.

      o     Twenty-three (23) mortgaged properties, representing security for
            20.2% of the Initial Pool Balance, are located in New York (which
            include twenty-one (21) mortgaged properties in Loan Group 1,
            representing security for 22.3% of the Initial Loan Group 1 Balance,
            and two (2) mortgaged properties in Loan Group 2, representing
            security for 2.4% of the Initial Loan Group 2 Balance);

      o     Twenty (20) mortgaged properties, representing security for 13.2% of
            the Initial Pool Balance, are located in Virginia (which includes
            eighteen (18) mortgaged properties in Loan Group 1, representing
            security for 12.4% of the Initial Loan Group 1 Balance, and two (2)
            mortgaged properties in Loan Group 2, representing security for
            19.8% of the Initial Loan Group 2 Balance);

      o     Forty-six (46) mortgaged properties, representing security for 13.1%
            of the Initial Pool Balance, are located in California (which
            includes thirty-eight (38) mortgaged properties in Loan Group 1,
            representing security for 12.4% of the Initial Loan Group 1 Balance,
            and eight (8) mortgaged properties in Loan Group 2, representing
            security for 19.2% of the Initial Loan Group 2 Balance). Of the
            mortgaged properties located in California, thirty-one (31) of such
            mortgaged properties, representing security for 7.9% of the Initial
            Pool Balance, are located in Southern California (which include
            twenty-four (24) mortgaged properties in Loan Group 1, representing
            security for 6.7% of the Initial Loan Group 1 Balance, and seven (7)
            mortgaged properties in Loan Group 2, representing security for
            18.2% of the Initial Loan Group 2 Balance), and fifteen (15)
            mortgaged properties, representing security for 5.2% of the Initial
            Pool Balance, are located in Northern California (which include
            fourteen (14) mortgaged properties in Loan Group 1, representing
            security for 5.6% of the Initial Loan Group 1 Balance, and one (1)
            mortgaged property in Loan Group 2, representing security for 1.0%
            of the Initial Loan Group 2 Balance). Northern California includes
            areas with zip codes above 93600 and Southern California includes
            areas with zip codes of 93600 and below;

      o     Thirteen (13) mortgaged properties, representing security for 6.5%
            of the Initial Pool Balance, are located in Maryland (representing
            security for 7.2% of the Initial Loan Group 1 Balance); and


                                      S-148



      o     Seven (7) mortgaged properties, representing security for 6.1% of
            the Initial Pool Balance, are located in Ohio (representing security
            for 6.8% of the Initial Loan Group 1 Balance).

      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

      Two hundred twenty-three (223) of the mortgage loans, representing 98.6%
of the Initial Pool Balance (which include one hundred ninety-six (196) mortgage
loans in Loan Group 1, representing 98.6% of the Initial Loan Group 1 Balance,
and twenty-seven (27) mortgage loans in Loan Group 2 representing 98.6% of the
Initial Loan Group 2 Balance), have Due Dates on the 1st day of each calendar
month. One (1) of the mortgage loans, representing 1.3% of the Initial Pool
Balance (and representing 1.4% of the Initial Loan Group 1 Balance), has a Due
Date on the 5th day of each calendar month. One (1) mortgage loan, representing
0.1% of the Initial Pool Balance (representing 1.4% of the Initial Loan Group 2
Balance), have Due Dates on the 8th day of each calendar month. The mortgage
loans have various grace periods prior to the imposition of late payment
charges, including (i) two hundred twenty-four (224) mortgage loans,
representing 99.9% of the Initial Pool Balance (which include one hundred
ninety-six (196) mortgage loans in Loan Group 1, representing 99.9% of the
Initial Loan Group 1 Balance, and twenty-eight (28) mortgage loans in Loan Group
2 representing 100.0% of the Initial Loan Group 2 Balance), with grace periods
prior to the imposition of late payment charges of 0 to 5 calendar days or 5
business days; and (ii) one (1) mortgage loan, representing 0.1% of the Initial
Pool Balance (and representing 0.1% of the Initial Loan Group 1 balance), with a
grace period prior to the imposition of late payment charges of 15 calendar
days. Certain states may have provisions under applicable law that permit longer
grace periods than the grace periods shown in this prospectus supplement, which
are based on the related mortgage loan documents.

Amortization

      The mortgage loans have the following amortization features:

      o     Two hundred twenty-five (225) mortgage loans, representing 100.0% of
            the Initial Pool Balance (which include one hundred ninety-seven
            (197) mortgage loans in Loan Group 1, representing 100.0% of the
            Initial Loan Group 1 Balance, and twenty-eight (28) mortgage loans
            in Loan Group 2 representing 100.0% of the Initial 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 stated maturity date or Anticipated
            Repayment Date, as applicable. Twenty-nine (29) of these mortgage
            loans, representing 11.6% of the Initial Pool Balance (and
            representing 13.0% of the Initial Loan Group 1 Balance), are
            mortgage loans that have an Anticipated Repayment Date that provide
            for an increase in the mortgage rate and/or principal amortization
            at a specified date prior to stated maturity. These ARD Loans are
            structured to encourage the borrower to repay the mortgage loan in
            full by the specified date (which is prior to the mortgage loan's
            stated maturity date) upon which these increases occur.

      o     Also included in these Balloon Loans are ninety-two (92) mortgage
            loans, representing 57.0% of the Initial Pool Balance (which include
            seventy-five (75) mortgage loans in Loan Group 1, representing 54.7%
            of the Initial Loan Group 1 Balance, and seventeen (17) mortgage
            loans in Loan Group 2 representing 76.3% of the Initial Loan Group 2
            Balance), that provide for monthly payments of interest only for
            their entire respective terms and fifty-five (55) mortgage loans,
            representing 24.7% of the Initial Pool Balance (which include
            forty-eight (48) mortgage loans in Loan Group 1, representing 25.3%
            of the Initial Loan Group 1 Balance, and seven (7) mortgage loans in
            Loan Group 2 representing 19.5% of the Initial Loan Group 2
            Balance), that currently provide for monthly payments of interest
            only for a portion of their respective terms ranging from 6 months
            to 120 months and then provide for the monthly payment of principal
            and interest over their respective remaining terms.


                                      S-149



Prepayment Restrictions

      As of the Cut-off Date, each of the mortgage loans restricted voluntary
Principal Prepayments in one of the following ways:

      o     One hundred twenty-five (125) mortgage loans, representing 56.2% of
            the Initial Pool Balance (which include one hundred thirteen (113)
            mortgage loans in Loan Group 1, representing 57.5% of the Initial
            Loan Group 1 Balance, and twelve (12) mortgage loans in Loan Group
            2, representing 44.7% of the Initial Loan Group 2 Balance), prohibit
            voluntary principal prepayments for a period ending on a date
            determined by the related mortgage note (which may be the maturity
            date), which period is referred to in this prospectus supplement as
            a Lock-out Period, but permit the related borrower, after an initial
            period of at least two years following the date of issuance of the
            certificates, to defease the mortgage loan by pledging "government
            securities" as defined in the Investment Company Act of 1940 that
            provide for payment on or prior to each due date through and
            including the maturity date (or such earlier due date on which the
            mortgage loan first becomes freely prepayable) of amounts at least
            equal to the amounts that would have been payable on those dates
            under the terms of the mortgage loans and obtaining the release of
            the mortgaged property from the lien of the mortgage;

      o     Sixty-five (65) mortgage loans, representing 26.5% of the Initial
            Pool Balance (which include fifty-seven (57) mortgage loans in Loan
            Group 1, representing 27.5% of the Initial Loan Group 1 balance, and
            eight (8) mortgage loans in Loan Group 2, representing 17.8% of the
            Initial Loan Group 2 Balance), prohibit voluntary principal
            prepayments during a Lock-out Period, and following the Lock-out
            Period permit voluntary principal prepayments if accompanied by 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;

      o     Thirty-two (32) mortgage loans, representing 16.1% of the Initial
            Pool Balance (which include twenty-four (24) mortgage loans in Loan
            Group 1, representing 13.5% of the Initial Loan Group 1 balance, and
            eight (8) mortgage loans in Loan Group 2, representing 37.5% of the
            Initial Loan Group 2 Balance), prohibit voluntary principal
            prepayments during a Lock-out Period, and following the Lock-out
            Period permit voluntary principal prepayments if accompanied by 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 two years following the date of the
            issuance of the certificates, to defease the applicable mortgage
            loan by pledging "government securities" as defined above;

      o     One (1) mortgage loan, representing 0.8% of the Initial Pool Balance
            (representing 0.9% of the Initial Loan Group 1 Balance) has no
            Lock-out Period and permits voluntary principal prepayments if
            accompanied by 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 two years following
            the date of the issuance of the certificates, to defease the
            mortgage loan by pledging "government securities" as defined above;
            and

      o     Two (2) mortgage loans, representing 0.5% of the Initial Pool
            Balance (representing 0.5% of the Initial Loan Group 1 Balance),
            have no Lock-out Period and permit voluntary principal prepayments
            if accompanied by 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.

      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 Anticipated Repayment Date during which the related borrower may prepay
the mortgage loan without payment of a prepayment premium or yield maintenance
charge. In addition, the yield maintenance formulas are not the same for all of
the mortgage loans that have Yield Maintenance Charges. See the footnotes to
Appendix II of this prospectus supplement for more details about the various
yield maintenance formulas.


                                      S-150



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


      o     Three (3) mortgage loans, representing 5.8% of the Initial Pool
            Balance (and representing 6.4% of the Initial Loan Group 1 Balance),
            are each secured by multiple mortgaged properties and permit the
            release of any of the related mortgaged properties from the lien of
            the related mortgage loan (except that as to Mortgage Loan Nos. 11
            and 12 (the "NY Inland Portfolio Loan"), only the Mid-Hudson
            Shopping Center mortgaged property may be released) upon the
            satisfaction of certain conditions, including, but not limited to,
            (i) payment of an amount equal to 115% of the allocated loan amount
            for the released property plus the applicable yield maintenance
            premium, (ii) the loan-to-value ratio of the remaining mortgaged
            properties following the release is not greater than an a percentage
            ranging, on a loan-by-loan basis, from 55% to 59%, as applicable,
            and (iii) the debt service coverage ratio with respect to the
            remaining mortgaged properties immediately following the release is
            at least equal to the greater of 1.11x (based on a 9.30% mortgage
            constant), 1.00x (based on a 9.30% mortgage constant), or 1.05x
            (based on a 9.30% mortgage constant), as the case may be, and the
            debt service coverage ratio immediately prior to such release;

      o     Two (2) mortgage loans, representing 0.9% of the Initial Pool
            Balance (and representing 1.0% of the Initial Loan Group 1 Balance),
            are secured by multiple mortgaged properties and permit the release
            of one or more of the related mortgaged properties from the lien of
            the related mortgage loan upon the satisfaction of certain
            conditions, including, but not limited to, (i) payment of an amount
            ranging, on a loan-by-loan basis, from 110% to 125% of the allocated
            loan amount of the released property, (ii) payment of any applicable
            prepayment charges, (iii) the loan-to-value ratio of the remaining
            mortgaged properties following the release being not greater than
            51% or 52.1%, respectively, and (iv) the aggregate debt service
            coverage ratio with respect to the remaining mortgaged properties
            following the release being equal to or greater than 1.67x or 1.20x,
            respectively;

      o     Three (3) mortgage loans, representing 1.6% of the Initial Pool
            Balance (and representing 1.7% of the Initial Loan Group 1 Balance),
            are secured by multiple mortgaged properties and permit the release
            of one or more of the related mortgaged properties from the lien of
            the related mortgage loan upon the satisfaction of certain
            conditions, including, but not limited to, (i) defeasance of an
            amount equal to 115% of the allocated loan amount for the released
            property, (ii) the loan-to-value ratio immediately following the
            release is not greater than 65%, and (iii) the debt service coverage
            ratio immediately following the release is at least equal to or
            greater than the greater of 1.06x (based on a 9.30% constant) and
            the debt service coverage ratio immediately prior to such release;

      o     Two (2) mortgage loans, representing 0.5% of the Initial Pool
            Balance (and representing 0.6% of the Initial Loan Group 1 Balance),
            are cross-collateralized and cross-defaulted with each other and
            permit the release of either of the mortgage loans from the lien of
            the cross-collateralized and cross-defaulted arrangement upon the
            satisfaction of certain conditions, including, but not limited to,
            (i) payment of an amount equal to 115% of the allocated loan amount
            for the mortgaged property being released plus the applicable yield
            maintenance premium, (ii) the debt service coverage ratio
            immediately following the release is at least equal to or greater
            than the greater of 1.12x (based on a 9.30% mortgage constant) and
            the debt service coverage ratio immediately prior to such release,
            and (iii) the loan-to-value ratio of the remaining mortgaged
            property immediately following the release is not greater than 60%;

      o     One (1) mortgage loan, representing 0.2% of the Initial Pool Balance
            (and representing 0.2% of the Initial Loan Group 1 Balance), is
            secured by multiple parcels and permits the release of two of those
            parcels from the lien of the related mortgage loan upon the
            satisfaction of certain conditions, including, but not limited to,
            (i) a prepayment of an amount equal to 110% of the allocated loan
            amount of the parcel being released, (ii) payment of a Prepayment
            Premium equal to the greater of a yield maintenance formula and 1%,
            (iii) the debt service coverage ratio with respect to the remaining
            parcels following the release being at least 1.10x based on the
            actual loan constant, and (iv) the loan-to-value ratio of the
            remaining parcels following the release being not greater than 70%;

      o     One (1) mortgage loan, representing 0.1% of the Initial Pool Balance
            (and representing 0.1% of the Initial Loan Group 1 Balance), is
            secured by multiple parcels and permits the release of one such
            parcel from the lien of the related mortgage loan upon the
            satisfaction of certain conditions, including,


                                      S-151



            but not limited to, (i) payment of any applicable prepayment charges
            and (ii) payment of a release price equal to the greater of (a) 110%
            of the allocated loan amount for the released property or (b) the
            amount that would result in a 1.30x debt service coverage ratio
            (based on the actual mortgage constant) and 0.89x debt service
            coverage ratio (based on a 10% mortgage loan constant);

      o     One (1) mortgage loan, representing 0.1% of the Initial Pool Balance
            (and representing 0.1% of the Initial Loan Group 1 Balance), is
            secured by multiple parcels and permits the release of one or more
            of such parcels from the lien of the related mortgage loan upon the
            satisfaction of certain conditions, including, but not limited to,
            (i) payment of 125% of the appraised value for the release property,
            (ii) payment of any applicable prepayment charges, and (iii) the
            debt service coverage ratio of the remaining collateral must be
            equal to or greater than 1.35x (based on the actual mortgage
            constant) and 1.00x (based on amortizing payments and a 10% mortgage
            constant); and

      o     One (1) mortgage loan, representing 0.1% of the Initial Pool Balance
            (and representing 0.1% of the Initial Loan Group 1 Balance), is
            secured by multiple parcels and permits the release of one or more
            of such parcels from the lien of the related mortgage loan upon the
            satisfaction of certain conditions, including, but not limited to,
            (i) a prepayment of an amount equal to 120% of the allocated loan
            amount, (ii) payment of any applicable prepayment charges, (iii) the
            loan-to-value ratio of the remaining portion of the mortgaged
            property following the release being not greater than 44.4% and (iv)
            the aggregate debt service coverage ratio with respect to the
            remaining portion of the mortgaged property following the release
            being equal to or greater than 1.55x.

      Notwithstanding the above, the mortgage loans generally provide that the
related borrower may prepay the mortgage loan without Prepayment Premium or
defeasance requirements commencing one (1) to sixty-one (61) payment dates prior
to and including the maturity date or the Anticipated Repayment Date.

      The method of calculation of any Prepayment Premium or Yield Maintenance
Charge will vary for any mortgage loan as presented in "Appendix II - Certain
Characteristics of the Mortgage Loans."

      In addition, certain mortgage loans provide for the release, without
prepayment or defeasance, of outparcels or other portions of the related
mortgaged property that were given no value or minimal value in the underwriting
process, subject to the satisfaction of certain conditions. In addition, seven
(7) of the mortgage loans, representing 5.3% of the initial outstanding pool
balance (and representing 6.0% of the initial outstanding loan group 1 balance)
permit the related borrower to substitute collateral under certain
circumstances. See the footnotes to Appendix II to this prospectus supplement
for a description of these substitution provisions.

      See the footnotes to Appendix II attached to this prospectus supplement
for more details concerning certain of the foregoing provisions including the
method of calculation of any Prepayment Premium or Yield Maintenance Charge
which will vary for any mortgage loan.

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 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, any Serviced Companion Mortgage Loan or any B Note 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, any Serviced Companion
Mortgage Loan and any B Note 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


                                      S-152



fee, which may be waived by the master servicer or the special servicer, as the
case may be, or, if collected, will be paid to the master servicer or the
special servicer as additional servicing compensation, and certain other
conditions.

      In addition, some of the mortgage loans, any Serviced Companion Mortgage
Loans and any B Notes 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, or other unrelated parties, upon the satisfaction of certain limited
conditions set forth in the applicable mortgage loan, Serviced Companion
Mortgage Loan or B Note documents and/or as determined by the master servicer.
The 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, Serviced Companion Mortgage Loan or B Note 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

      Three (3) of the mortgage loans, representing 1.6% of the Initial Pool
Balance (which include two (2) mortgage loans in Loan Group 1, representing 1.4%
of the Initial Loan Group 1 Balance, and one (1) mortgage loan in Loan Group 2,
representing 3.1% of the Initial Loan Group 2 Balance), currently have
additional financing in place that is secured by the mortgaged property or
properties related to such mortgage loan. Mortgage Loan No. 31 (the "Lennox Town
Center Mortgage Loan"), which had an outstanding principal balance as of the
Cut-off Date of $26,000,000, is secured by the related mortgaged property, which
also secures a subordinated B Note (the "Lennox Town Center B Note") that had an
original principal balance of $1,000,000. Mortgage Loan No. 110 (the "Fairfield
Inn Wilmington Mortgage Loan"), which had an outstanding principal balance as of
the Cut-off Date of $9,280,000 is secured by the related mortgaged property,
which also secures a subordinated B Note (the "Fairfield Inn Wilmington B Note")
that had an original principal balance of $580,000. Mortgage Loan No. 111 (the
"Cameron Apartments Mortgage Loan"), which had an outstanding principal balance
as of the Cut-off Date of $9,000,000, is secured by the related mortgaged
property, which also secures a subordinated B Note (the "Cameron Apartments B
Note") that had an original principal balance of $500,000. See "Servicing of the
Mortgage Loans--Servicing of the A/B Mortgage Loans."

      In addition to the foregoing, the borrower under one (1) mortgage loan,
Mortgage Loan No. 70 (the "Comfort Suites BWI Airport Mortgage Loan"),
representing 0.5% of the Initial Pool Balance (and representing 0.6% of the
Initial Loan Group 1 Balance), has entered into additional related mezzanine
financing that is not secured by the related mortgaged property as further
described below under "Comfort Suites BWI Airport Mortgage Loan."

      In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents may have also incurred
additional financing that is not secured by the mortgaged property.

      Thirty-seven (37) mortgage loans, representing 19.3% of the Initial Pool
Balance (which includes twenty-six (26) mortgage loans in Loan Group 1,
representing 16.6% of the Initial Loan Group 1 Balance, and eleven (11) mortgage
loans in Loan Group 2, representing 42.1% of the Initial Loan Group 2 Balance),
permit the owners of the borrower to enter into additional financing that is
secured by a pledge of some or all of the equity interests in the borrower,
provided that certain debt service coverage ratio ("DSCR") and loan-to-value
ratio ("LTV") tests are satisfied as further discussed in the footnotes of
Appendix II to this prospectus supplement.

      Three (3) mortgage loans, representing 4.0% of the Initial Pool Balance
(and representing 4.5% of the Initial Loan Group 1 Balance), permit the borrower
to enter into both additional financing that is secured by a pledge of equity
interests in the borrower and additional unsecured financing from the borrower's
direct or indirect owners or affiliates; provided that, in each case, certain
DSCR and LTV tests are satisfied as further discussed in the footnotes of
Appendix II to this prospectus supplement.

      Two (2) mortgage loans, representing 0.6% of the Initial Pool Balance
(which includes one (1) mortgage loan in Loan Group 1, representing 0.5% of the
Initial Loan Group 1 Balance, and one (1) mortgage loan in Loan Group 2,
representing 1.4% of the Initial Loan Group 2 Balance) permit the borrower to
obtain an unsecured line of


                                      S-153



credit provided that certain LTV tests and certain other conditions are
satisfied as further discussed in the footnotes of Appendix II to this
prospectus supplement.

      One (1) mortgage loan, representing 0.3% of the Initial Pool Balance (and
representing 0.3% of the Initial Loan Group 1 Balance), permits the borrower to
enter into additional subordinate financing that is secured by the mortgaged
property, provided that, in each case, certain DSCR and LTV tests are satisfied
as further discussed in the footnotes of Appendix II to this prospectus
supplement.

      One (1) mortgage loan, representing 0.3% of the Initial Pool Balance (and
representing 0.3% of the Initial Loan Group 1 Balance), permits the borrower to
enter into additional unsecured subordinate financing from certain affiliates as
further discussed in the footnotes of Appendix II to this prospectus supplement.

      In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents may also be permitted to incur
additional financing that is not secured by the mortgaged property.

      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 Charge 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 Charge or 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 attached to this prospectus supplement.

      We make no representation 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 an equity ownership interest in a related
borrower. See "Legal Aspects of The Mortgage Loans--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.

The Comfort Suites BWI Airport Mortgage Loan

      Mortgage Loan No. 70, which consists of a note with an outstanding
principal balance as of the Cut-off Date of $14,850,000 (the "Comfort Suites BWI
Airport Mortgage Loan"), representing 0.5%% of the Initial Pool Balance, is
secured by the related mortgaged property. Additional mezzanine financing (the
"Comfort Suites BWI Airport Mezzanine Loan") is in place with an original
principal amount of $1,000,000 that is secured by pledges of the equity
interests in the borrower under the Comfort Suites BWI Airport Mortgage Loan.
Rights of the Holder of the Comfort Suites BWI Airport Mezzanine Loan.

      Pursuant to the terms of an intercreditor agreement, the holder of the
Comfort Suites BWI Airport Mezzanine Loan has certain rights with respect to the
Comfort Suites BWI Airport Mortgage Loan, including, among others, the
following:


                                      S-154



      Option to Cure Defaults Under the Comfort Suites BWI Airport Mortgage
Loan. The holder of the Comfort Suites BWI Airport Mezzanine Loan has the right
to cure monetary events of default under the Comfort Suites BWI Airport Mortgage
Loan within five (5) business days of the later of the giving of notice of the
subject event of default by the holder of the Comfort Suites BWI Airport
Mortgage Loan and the expiration of the borrower's cure provision, if any,
provided, however, that the holder of the Comfort Suites BWI Airport Mezzanine
Loan will defend and hold harmless the holder of the Comfort Suites BWI Airport
Mortgage Loan for certain expenses arising from the cure period and reimburse
the holder of the Comfort Suites BWI Airport Mortgage Loan for any required
advances for monthly payments of principal and/or interest on the Comfort Suites
BWI Airport Mortgage Loan and/or any protective advances. The holder of the
Comfort Suites BWI Airport Mezzanine Loan also has the right to cure
non-monetary events of default with respect to the Comfort Suites BWI Airport
Mortgage Loan within any applicable grace period for the subject event of
default. If such non-monetary default is susceptible of cure but cannot
reasonably be cured within the applicable grace period and if curative action
was promptly commenced and is being continuously and diligently pursued, the
holder of the Comfort Suites BWI Airport Mezzanine Loan shall be given an
additional period of time as is reasonably necessary to cure such non-monetary
default so long as (i) unless otherwise paid, the holder of the Comfort Suites
BWI Airport Mezzanine Loan makes or causes to be made timely payment to the
holder of the Comfort Suites BWI Airport Mortgage Loan the regularly scheduled
principal and interest payments and any other amounts due under the Comfort
Suites BWI Airport Mortgage Loan, (ii) such additional cure period does not
exceed 60 days (unless such non-monetary default is of a nature that cannot be
cured within such 60 days, in which case, the holder of the Comfort Suites BWI
Airport Mezzanine Loan will have additional time as is reasonably necessary to
cure such non-monetary default and, if not susceptible to cure, such
non-monetary default shall be waived upon the holder of the Comfort Suites BWI
Airport Mezzanine Loan gaining ownership of the collateral securing the Comfort
Suites BWI Airport Mezzanine Loan (the "Comfort Suites BWI Airport Mezzanine
Collateral"), (iii) such default is not caused by a bankruptcy or like
proceeding of the borrower and (iv) during such cure period there is no material
impairment to the value, use or operation of the Comfort Suites BWI Airport
Mortgaged Property.

      Option to Purchase the Comfort Suites BWI Airport Mortgage Loan. If (i)
the Comfort Suites BWI Airport Mortgage Loan has been accelerated or (ii) the
Comfort Suites BWI Airport Mortgage Loan is transferred to the Special Servicer
under the Pooling and Servicing Agreement, the holder of the Comfort Suites BWI
Airport Mezzanine Loan has the right to purchase the Comfort Suites BWI Airport
Mortgage Loan, at a price generally equal to the unpaid principal balance of the
Comfort Suites BWI Airport Mortgage Loan, plus accrued and unpaid interest and
other amounts due thereon, including Servicing Advances and interest charged
thereon, plus any expenses incurred in connection with enforcing the related
mortgage loan documents and interest on an P&I Advances made with respect to the
Comfort Suites BWI Airport Mortgage Loan pursuant to the Pooling and Servicing
Agreement, but excluding any yield maintenance or other prepayment fees, exit
fees, default rate interest and late charges.

      Consent Rights. The holder of the Comfort Suites BWI Airport Mortgage Loan
is required to notify the holder of the Comfort Suites BWI Airport Mezzanine
Loan if the borrower requests a release of the lien of the Comfort Suites BWI
Airport Mortgage Loan or requests the holder of the Comfort Suites BWI Airport
Mortgage Loan's consent to, or takes any action in connection with or in
furtherance of, a transfer of the related mortgaged property or a prepayment or
refinancing of the Comfort Suites BWI Airport Mortgage Loan. If the borrower
requests the consent of the holder of the Comfort Suites BWI Airport Mortgage
Loan to either transfer the related mortgaged property or any direct or indirect
interest in the borrower or to obtain a further encumbrance of the related
mortgaged property, the holder of the Comfort Suites BWI Airport Mortgage Loan
is required to obtain the prior written consent of the holder of the Comfort
Suites BWI Airport Mezzanine Loan if the holder of the Comfort Suites BWI
Airport Mortgage Loan has the right to consent.

      Prior to the occurrence of an event of default, the holder of the Comfort
Suites BWI Airport Mortgage Loan is required to obtain the prior written consent
of the holder of the Comfort Suites BWI Airport Mezzanine Loan to:

      o     increase the interest rate or principal amount of the Comfort Suites
            BWI Airport Mortgage Loan except for increases in principal to cover
            workout costs and protective advances made by the holder of the
            Comfort Suites BWI Airport Mortgage Loan;

      o     increase in any other material respect any monetary obligations of
            the related borrower;


                                      S-155



      o     extend or shorten the scheduled maturity date of the Comfort Suites
            BWI Airport Mortgage Loan;

      o     convert or exchange the Comfort Suites BWI Airport Mortgage Loan
            into or for any other indebtedness or subordinate any of the Comfort
            Suites BWI Airport Mortgage Loan to any indebtedness of borrower;

      o     amend or modify the provisions limiting transfers of interests in
            the borrower or the property, or any default provisions;

      o     modify or amend the terms and provisions of the cash management
            agreement with respect to the amount, manner, timing and method of
            the application of payments under the Comfort Suites BWI Airport
            Mortgage Loan or the Comfort Suites BWI Airport Mezzanine Loan or
            waive any requirement that borrower deposit all rents into a lockbox
            account;

      o     cross-default the Comfort Suites BWI Airport Mortgage Loan with any
            other indebtedness;

      o     consent to a higher strike price with respect to any new or extended
            interest rate cap agreement;

      o     obtain any contingent interest, additional interest or so-called
            "kicker" measured on the basis of the cash flow or appreciation of
            the mortgaged property; or

      o     extend the period during which voluntary prepayments are prohibited
            or during which prepayments require the payment of a prepayment fee
            or premium or yield maintenance charge or increase the amount of
            such prepayment fee, premium or yield maintenance charge.

      Generally, following the occurrence of an event of default, the holder of
the Comfort Suites BWI Airport Mortgage Loan shall not be obligated to get the
consent of the holder of the Comfort Suites BWI Airport Mezzanine Loan with
respect to the foregoing, provided that, the Comfort Suites BWI Airport
Mezzanine Loan holder's consent is required to increase the principal balance of
the Comfort Suites BWI Airport Mortgage Loan or to extend the period during
which voluntary prepayments are prohibited or impose any prepayment fee or
premium or yield maintenance charge in connection with a prepayment of the
Comfort Suites BWI Airport Mortgage Loan or increase the amount of such
prepayment fee, premium or yield maintenance charge.

      If the holder of the Comfort Suites BWI Airport Mezzanine Loan has cured
or is in the process of curing any such event of default that the holder of the
Comfort Suites BWI Airport Mezzanine Loan is capable of curing and, with respect
to non-monetary events of default that the holder of the Comfort Suites BWI
Airport Mezzanine Loan is not capable of curing, if such events of default will
not materially adversely affect the mortgaged property or the cash flow from the
mortgaged property and if the holder of the Comfort Suites BWI Airport Mezzanine
Loan diligently pursues its remedies to acquire the equity in the borrower
pursuant to the holder of the Comfort Suites BWI Airport Mezzanine Loan's equity
pledge agreement, the holder of the Comfort Suites BWI Airport Mortgage Loan
will not violate the above bullet points without the written consent of the
holder of the Comfort Suites BWI Airport Mezzanine Loan.

Loan Purpose

      Seventy-four (74) of the mortgage loans, representing 24.0% of the Initial
Pool Balance (which include seventy-two (72) mortgage loans in Loan Group 1,
representing 25.9% of the Initial Loan Group 1 Balance, and two (2) mortgage
loans in Loan Group 2, representing 7.5% 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, and one hundred fifty-one (151) of the
mortgage loans, representing 76.0% of the Initial Pool Balance (which include
one hundred twenty-five (125) mortgage loans in Loan Group 1, representing 74.1%
of the Initial Loan Group 1 Balance, and twenty-six (26) mortgage loans in Loan
Group 2, representing 92.5% of the Initial Loan Group 2 Balance), were
originated in connection with the borrower's refinancing of a previous mortgage
loan.

Additional Collateral

      Eight (8) of the mortgage loans, representing 3.2% of the Initial Pool
Balance (which include seven (7) mortgage loans in Loan Group 1, representing
2.3% of the Initial Loan Group 1 Balance, and one (1) mortgage loan


                                      S-156



in Loan Group 2, representing 11.6% of the Initial Loan Group 2 Balance), 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
and are to be released only upon the satisfaction of certain conditions by the
borrower. If the applicable borrower does not satisfy the conditions for release
of the monies or letters of credit by the applicable 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 applicable
mortgage loan. Certain of these reserves are used 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 attached to this prospectus
supplement.

The ARD Loans

      Twenty-nine (29) mortgage loans, representing 11.6% of the Initial Pool
Balance (and representing 13.0% 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

      Seventy-five (75) of the mortgage loans, representing 46.2% of the Initial
Pool Balance (which include seventy-four (74) mortgage loans in Loan Group 1,
representing 51.4% of the Initial Loan Group 1 Balance, and one (1) mortgage
loan in Loan Group 2, representing 1.4% 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.

      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 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 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
            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 servicer on behalf of the Trust; the revenue is then
            applied by the applicable 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


                                      S-157



            bank, which in general is the applicable servicer on behalf of the
            Trust. The funds are then either made available to the related
            borrower or are applied by the applicable 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 servicer on behalf of the Trust; the
            revenue is then applied by the lockbox bank, which in general is the
            applicable 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.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

Appraisals

      In connection with the origination or securitization of each of the
mortgage loans, the related mortgaged property was appraised by an independent
appraiser that, generally, was a Member of the Appraisal Institute. Each such
appraisal complied, or the appraiser certified that it complied, with the real
estate appraisal regulations issued jointly by the federal bank regulatory
agencies under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended. In general, those appraisals represent the analysis and
opinion of the person performing the appraisal and are not guarantees of, and
may not be indicative of, present or future value. 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.

Environmental Assessments

      An environmental site assessment was performed with respect to each
mortgaged property except for mortgaged properties securing mortgage loans that
are the subject of a secured creditor impaired property policy that we describe
below under "--Environmental Insurance" generally within the twelve-month period
preceding the origination or securitization of the related mortgage loan. In all
cases, the environmental site assessment was a "Phase I" environmental
assessment, generally performed in accordance with industry practice. In some
cases, a "Phase II" environmental site assessment was also performed. In
general, the environmental assessments contained no recommendations for further
significant environmental remediation efforts which, if not undertaken, would
have a material adverse effect on the interests of the certificate holders.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the mortgaged property. In certain of such cases, the related borrowers were
required to establish operations and maintenance plans, monitor the mortgaged
property, abate or remediate the condition and/or provide additional security
such as letters of credit, reserves or stand-alone secured creditor impaired
property policies. See "Risk Factors--Environmental Risks Relating to Specific
Mortgaged Properties May Adversely Affect Payments On Your Certificates" in this
prospectus supplement.


                                      S-158



Property Condition Assessments

      In general, a licensed engineer, architect or consultant inspected the
related mortgaged property, in connection with the origination or securitization
of the related mortgage loan, to assess the condition of the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems.
Engineering reports by licensed engineers, architects or consultants generally
were prepared, except for newly constructed properties, for the mortgaged
properties in connection with the origination or securitization of the related
mortgage loan. See "Risk Factors--Property Inspections and Engineering Reports
May Not Reflect All Conditions That Require Repair On The Property" in this
prospectus supplement. In certain cases where material deficiencies were noted
in such reports, the related borrower was required to establish reserves for
replacement or repair or to remediate the deficiency.

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 statistical information, an estimate of probable maximum
loss ("PML"), in an earthquake scenario. Generally, any of the mortgage loans as
to which the property was estimated to have PML 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 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.

ENVIRONMENTAL INSURANCE

      In the case of fifteen (15) mortgaged properties, securing mortgage loans
representing approximately 1.8% of the Initial Pool Balance (which include
twelve (12) mortgaged properties in Loan Group 1, securing mortgage loans
representing 1.7% of the Initial Loan Group 1 Balance, and three (3) mortgaged
properties in Loan Group 2, securing mortgage loans representing 2.9% of the
Initial Loan Group 2 Balance), the related mortgage loan seller has obtained, or
has the benefit of, and there will be assigned to the Trust, a group secured
creditor impaired property policy covering selected environmental matters with
respect to all those mortgage loans as a group. None of the mortgage loans
covered by this policy has a Cut-off Date Balance in excess of approximately
$4,725,000. The premium for the environmental group policy has been or, as of
the date of initial issuance of the certificates, will be, paid in full.

      In general, the group secured creditor impaired property policy referred
to above provides coverage for the following losses, subject to the coverage
limits discussed below, and further subject to the policy's conditions and
exclusions:

      o     if during the term of the policy, a borrower defaults under its
            mortgage loan and adverse environmental conditions exist at levels
            above legal limits on the related underlying real property, the
            insurer will indemnify the insured for the outstanding principal
            balance of the related mortgage loan on the date of the default,
            together with accrued interest from the date of default until the
            date that the outstanding principal balance is paid;


                                      S-159



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

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

      The secured creditor impaired property policy does not cover adverse
environmental conditions that the insured first became aware of before the term
of the policy unless those conditions were disclosed to the insurer before the
policy was issued. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policy. If
the report disclosed the existence of material amounts of lead based paint,
asbestos containing materials or radon gas affecting such a mortgaged property,
the related borrower was required to remediate the condition before the closing
of the loan, establish a reserve from loan proceeds in an amount considered
sufficient by the mortgage loan seller or agree to establish an operations and
maintenance plan. The secured creditor impaired property, environmental
insurance and pollution limited liability environmental policies may contain
additional limitations and exclusions, including but not limited to exclusions
from coverage for mold and other microbial contamination, coverages that are
less than the related loan amount or policy durations which do not extend to or
beyond the maturity of the related loan. No individual claim under the group
policy may exceed $5,906,250 and the total claims under the group policy is
subject to a maximum of $17,624,000. There is no deductible under the policy.

      The secured creditor impaired property policy requires that the
appropriate party associated with the Trust report a claim during the term of
the policy, which extends five years beyond the terms of the respective mortgage
loans.

      In general, the master servicer will be required to notify the special
servicer of any event of which the master servicer has actual knowledge that
gives rise to a claim under any insurance policy that covers pollution
conditions and/or other environmental conditions and is maintained in respect of
a mortgage loan while that loan is not a specially serviced loan, and the
special servicer will be required to report any claims of which it has actual
knowledge that arise under the policy while that loan is a specially serviced
mortgage loan or the related mortgaged property has become an REO property.

      Each insurance policy referred to above has been issued or, as of the
Closing Date, will have been issued.

      The secured creditor impaired property policy will be issued by Steadfast
Insurance Company, an affiliate of Zurich North America.

      In the case of one (1) mortgaged property, securing mortgage loans
representing 0.3% of the Initial Pool Balance (and representing 2.8% of the
Initial Loan Group 2 Balance), the related mortgage loans have the benefit of a
stand-alone secured creditor impaired property policy or pollution legal
liability policy which will be assigned to the Trust and which covers selected
environmental matters with respect to the related properties. Such stand-alone
policies may contain additional limitations and exclusions, including but not
limited to exclusions from coverage for mold and other microbial contamination,
coverage limits that are less than the related loan amount, or policy durations
which do not extend to or beyond the maturity of the related loan.

ADDITIONAL MORTGAGE LOAN INFORMATION

      Each of the tables presented in Appendix I 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 ten
(10) largest mortgage loans (including crossed mortgage loans) in the Mortgage
Pool, see Appendix IV to this prospectus supplement. Additional information
regarding the mortgage


                                      S-160



loans is contained (a) in this prospectus supplement under "Risk Factors" and
elsewhere in this "Description of the Mortgage Pool" section and (b) under
"Legal Aspects Of Mortgage Loans" in the prospectus.

      For purposes of the tables in Appendix I and for the information presented
in Appendix II, Appendix III 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, Appendix III and Appendix IV,
            the "Debt Service Coverage Ratio" or "DSCR" for any mortgage loan is
            calculated pursuant to the definition of those terms 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 (i)
            with respect to any Serviced Pari Passu Mortgage Loan, the aggregate
            indebtedness evidenced by the Serviced Pari Passu Mortgage Loan and
            the related Serviced Companion Mortgage Loan, and (ii) with respect
            to any Non-Serviced Mortgage Loan, the aggregate indebtedness
            evidenced by the Non-Serviced Mortgage Loan and the related
            Non-Serviced Companion Mortgage Loan. The Debt Service Coverage
            Ratio information in this prospectus supplement with respect to any
            A/B Mortgage Loan, reflects the indebtedness under the related
            mortgage loan, but not the indebtedness on the related B Note. The
            Debt Service Coverage Ratio information in this prospectus
            supplement with respect to any mortgage loan that has subordinated,
            second lien indebtedness, reflects the indebtedness under the
            related mortgage loan, but not the subordinated, second lien
            indebtedness.

            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
            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.

            The Underwritable Cash Flow for residential cooperative mortgaged
            properties is based on projected net operating income at the
            mortgaged property, as determined by the appraisal obtained in
            connection with the origination of the related mortgage loan,
            assuming that the related mortgaged property was operated as a
            rental property with rents set at prevailing market rates taking
            into account the presence, if any, of existing rent-controlled or
            rent-stabilized occupants, if


                                      S-161



            any, reduced by underwritten capital expenditures, property
            operating expenses, a market-rate vacancy assumption and projected
            reserves.

            Historical operating results may not be available or were deemed not
            relevant 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 such
            as estimates or budgets. 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.

            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.

      (2)   References to "DSCR Post IO Period" are references to "Debt Service
            Coverage Ratio Post IO Period." For purposes of this prospectus
            supplement, including for the tables in Appendix I and the
            information presented in Appendix II, Appendix III and Appendix IV,
            the "Debt Service Coverage Ratio Post IO Period" or "DSCR Post IO
            Period" for any mortgage loan is calculated pursuant to the
            definition of those terms under the "Glossary of Terms" in this
            prospectus supplement. For purposes of the information presented in
            this prospectus supplement, the Debt Service Coverage Ratio Post IO
            Period (unless otherwise indicated) reflects, for mortgage loans
            that require monthly payments of interest-only for a certain amount
            of time after origination followed by monthly payments of principal
            and interest 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.

      (3)   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, Appendix III 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 of those terms under the "Glossary of
            Terms" in this prospectus supplement. For purposes of the
            information presented in this prospectus supplement, the
            loan-to-value ratio reflects (i) with respect to any Serviced Pari
            Passu Mortgage Loan, the aggregate indebtedness evidenced by the
            Serviced Pari Passu Mortgage Loan and the related Serviced Companion
            Mortgage Loan, and (ii) with respect to any Non-Serviced Mortgage
            Loan, the aggregate indebtedness evidenced by the Non-Serviced
            Mortgage Loan and the related Non-Serviced Companion Mortgage Loan.
            The loan-to-value information in this prospectus supplement with
            respect to any A/B Mortgage Loan reflects the indebtedness under the
            related mortgage loan, but not the indebtedness on the related B
            Note. The loan-to-value information in this prospectus supplement
            with respect to any mortgage loan that has subordinated, second lien
            indebtedness, reflects the indebtedness under the related mortgage
            loan, but not the subordinated, second lien indebtedness.

            The value of the related mortgaged property or properties for
            purposes of determining the Cut-off Date LTV are each based on the
            appraisals described above under "--Assessments of Property Value
            and Condition--Appraisals."

            When information with respect to mortgaged properties is expressed
            as a percentage of the Initial Pool Balance, the percentages are
            based upon the Cut-off Date principal balances of the related
            mortgage loans or with respect to an individual property securing a
            multi-property mortgage loan, the portions of those loan balances
            allocated to such properties. The allocated loan amount for


                                      S-162



            each mortgaged property securing a multi-property mortgage loan is
            set forth on Appendix II to this prospectus supplement.

            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.

      (4)   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.

      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

      The master servicer is required to use reasonable efforts, consistent with
the Servicing Standard, to cause each borrower to maintain for the related
mortgaged property all insurance required by the terms of the loan documents and
the related mortgage in the amounts set forth therein, which shall be obtained
from an insurer meeting the requirements of the applicable loan documents. This
includes a fire and hazard insurance policy with extended coverage that contains
no exclusion for damages due to acts of terrorism (subject to the provisions set
forth below). 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 its 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. The master servicer will be deemed to have satisfied the
Servicing Standard in respect of such insurance requirement if the borrower
maintains, or the master servicer has otherwise caused to be obtained, a
standard hazard insurance policy that is in compliance with the related mortgage
loan documents, and, if required by such mortgage loan documents, the borrower
pays, or the master servicer has otherwise caused to be paid, the premium
required by the related insurance provider that is necessary to avoid an
exclusion in such policy against "acts of terrorism" as defined by the Terrorism
Risk Insurance Act of 2002.

      If, on the date of origination of a mortgage loan, the portion of the
improvements on a related mortgaged property was in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance is required by the Federal Emergency
Management Agency and has been made available), the master servicer will cause
to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance and Mitigation Administration 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, but only to the extent such mortgage loan
            permits the lender to require such coverage and such coverage
            conforms to the Servicing Standard.

      If a borrower fails to maintain such fire and hazard insurance, the master
servicer will be required to obtain such insurance and the cost of the insurance
will be a Servicing Advance made by the master servicer, subject to a
determination of recoverability. The special servicer will be required to
maintain fire and hazard insurance with extended coverage and, if applicable,
flood insurance (and other insurance required under the related mortgage) on an
REO Property (other than with respect to a Non-Serviced Mortgage Loan) in an
amount not less than the maximum amount obtainable with respect to such REO
Property and the cost of the insurance will be a Servicing Advance made by the
master servicer, subject to a determination of recoverability, provided that the
special servicer


                                      S-163



shall not be required in any event to maintain or obtain insurance coverage
beyond what is reasonably available at a cost customarily acceptable and
consistent with the Servicing Standard; provided that the special servicer will
be required to maintain insurance against property damage resulting from
terrorism or similar acts if the terms of the related mortgage loan documents
and the related mortgage so require unless the special servicer determines that
(i) such insurance is not available at any rate or (ii) such insurance is not
available at commercially reasonable rates and such hazards are not at the time
commonly insured against for properties similar to the related mortgaged
property and located in or around the region in which such related mortgaged
property is located.

      In addition, the master servicer may require any borrower to maintain
other forms of insurance as the master servicer may be permitted to require
under the related mortgage, including, but not limited to, loss of rents
endorsements and comprehensive public liability insurance. The master servicer
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. Any losses incurred with respect to mortgage loans due to uninsured
risks, including terrorist attacks, earthquakes, mudflows and floods, or
insufficient hazard insurance proceeds may adversely affect payments to
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 so long as such insurance is available at commercially reasonable
rates. The master servicer will not be required in any event to cause the
borrower to maintain or itself obtain insurance coverage beyond what is
available on commercially reasonable terms at a cost customarily acceptable (as
determined by the master servicer) and consistent with the Servicing Standard;
provided that the master servicer will be obligated to cause the borrower to
maintain or itself obtain insurance against property damage resulting from
terrorism or similar acts if the terms of the related mortgage loan documents
and the related mortgage so require unless the master servicer determines that
(i) such insurance is not available at any rate or (ii) such insurance is not
available at commercially reasonable rates and such hazards are not at the time
commonly insured against for properties similar to the related mortgaged
property and located in or around the region in which such related mortgaged
property is located. Notwithstanding the limitation set forth in the preceding
sentence, if the related mortgage loan documents and the related mortgage
require the borrower to maintain insurance against property damage resulting
from terrorism or similar acts, the master servicer will, prior to availing
itself of any limitation described in that sentence with respect to any mortgage
loan (or any component loan of an A/B Mortgage Loan) that has a principal
balance in excess of $2,500,000, obtain the approval or disapproval of the
special servicer and the Operating Adviser to the extent required by, and in
accordance with the procedures set forth in, the Pooling and Servicing
Agreement. The master servicer will be entitled to rely on the determination of
the special servicer made in connection with such approval or disapproval. The
special servicer will decide whether to withhold or grant such approval in
accordance with the Servicing Standard. If any such approval has not been
expressly denied within seven (7) business days of receipt by the special
servicer and Operating Adviser from the master servicer of the master servicer's
determination and analysis and all information reasonably requested thereby and
reasonably available to the master servicer in order to make an informed
decision, such approval will be deemed to have been granted. See "Risk
Factors--The Absence Of Or Inadequacy Of Insurance Coverage On The Property May
Adversely Affect Payments On Your Certificates" in this prospectus supplement.

SALE OF THE MORTGAGE LOANS

      On the Closing Date, each mortgage loan seller will sell its mortgage
loans, without recourse, to the Depositor, and the Depositor, 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 of the representations and warranties
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 75 days following
the Closing Date, and the trustee will hold the related documents in trust.
Within 45 days following the Closing Date, pursuant to the Pooling and Servicing
Agreement, 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, and


                                      S-164



submitted for recording in the real property records of the appropriate
jurisdictions at the expense of the applicable mortgage loan seller.

      The mortgagee of record with respect to any Non-Serviced Mortgage Loan
will be the related Non-Serviced Mortgage Loan Trustee.

REPRESENTATIONS AND WARRANTIES

      In each Mortgage Loan Purchase Agreement, the related mortgage loan seller
has represented and warranted with respect to each of its mortgage loans,
subject to certain specified exceptions, 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 complete, 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 twelve-month period 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 creditors' rights exceptions, enforceable first priority
lien in the related borrower's interest in all leases of the mortgaged property;

      (7)   the mortgage has not been satisfied, cancelled, rescinded or
subordinated in whole or in material part, and the related mortgaged property
has not been released from the lien of such mortgage, in whole or in material
part;

      (8)   except as set forth in a property inspection report prepared in
connection with the origination or securitization of the mortgage loan, the
related mortgaged property is, to the mortgage loan seller's knowledge, free and
clear of any damage that would materially and adversely affect its value as
security for the mortgage loan;

      (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 an equivalent form of, lender's title insurance policy 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 to the mortgage loan;

      (12)  except in the case of the mortgage loans covered by the secured
creditor impaired property policy that we describe above, an environmental site
assessment or update of a previous assessment was performed with respect to the
mortgaged property in connection with the origination or securitization of the
related mortgage loan, a report of each such assessment (or the most recent
assessment with respect to each mortgaged property) has been


                                      S-165



delivered to the Depositor, and such seller has no knowledge of any material and
adverse environmental condition or circumstance affecting such mortgaged
property that was not disclosed in such report;

      (13)  each mortgage note, mortgage and other agreement that evidences or
secures the mortgage loan is, subject to certain creditors' rights exceptions
and other exceptions of general application, the legal, valid and binding
obligation of the maker, 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, and is required pursuant to the
related mortgage 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)  the related borrower is not, to the mortgage loan seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding;

      (17)  no mortgage requires the holder of it to release all or any material
portion of the related mortgaged property from the lien of the mortgage 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) except where the portion of the related mortgaged
property permitted to be released was not considered by the mortgage loan seller
to be material in underwriting the mortgage loan, the payment of a release price
and prepayment consideration in connection therewith;

      (18)  to such seller's knowledge, there exists no material default,
breach, violation or event of acceleration, and no event which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing,
under the related mortgage note or mortgage 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 covered by
certain other of the preceding representations and warranties;

      (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 of the ground lease has been or will be duly recorded and (or the
related estoppel letter or lender protection agreement between the seller and
related lessor) permits the interest of the lessee under the ground lease 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 certain permitted encumbrances;
(c) the borrower's interest in such ground lease is assignable to the Depositor
and its successors and assigns upon notice to, but without the consent of, the
lessor under the ground lease (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 seller has received no notice that an event of default has occurred
under the ground lease; (e) such ground lease, or a related estoppel letter,
requires the lessor under such ground lease to give notice of any default by the
lessee to the holder of the mortgage 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 and the lessor has offered to
enter into a new lease with such holder on the terms that do not materially vary
from the economic terms of the ground lease; (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 under the ground lease 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
twenty years beyond the scheduled maturity date of the related mortgage loan;
and

      (20)  the related mortgage loan documents provide that the related
borrower is responsible for the payment of all reasonable costs and expenses of
lender incurred in connection with the defeasance of such mortgage


                                      S-166



loan and the release of the related mortgaged property, and the borrower is
required to pay all reasonable costs and expenses of lender associated with the
approval of an assumption of such mortgage loan.

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 payments described under
subparagraph 20 of the preceding paragraph above are insufficient to pay the
expenses associated with such defeasance or assumption of the related mortgage
loan, it shall be the sole obligation of the related mortgage loan seller to pay
an amount sufficient to pay such expenses.

      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 two-year period commencing on the
            Closing Date, replace such mortgage loan with a Qualifying
            Substitute Mortgage Loan, and 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.

      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 (x) a mortgage loan is to be repurchased or replaced as contemplated
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other mortgage loans
("Crossed Mortgage Loans") and (z) 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 (without regard to this paragraph), then
the applicable Document Defect or breach (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 at the expense of that mortgage loan seller and (B) both of the
following conditions would be satisfied if that mortgage loan seller were to
repurchase or replace only those mortgage loans as to which a Material Breach or
Material Document Defect had occurred (without regard to this paragraph) (the
"Affected Loan(s)"): (i) the debt service coverage ratio for all those Crossed
Mortgage Loans (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser
of (A) 0.10x


                                      S-167



below the debt service coverage ratio for all such Crossed Mortgage Loans
(including the Affected Loans(s)) set forth in Appendix II of this prospectus
supplement and (B) the debt service coverage ratio for all such Crossed Mortgage
Loans (including the Affected Loan(s)) for the four preceding calendar quarters
preceding the repurchase or replacement, and (ii) the loan-to-value ratio for
all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater
than the greater of (A) the loan-to-value ratio, expressed as a whole number
(taken to one decimal place), for all such Crossed Mortgage Loans (including the
Affected Loan(s)) set forth in Appendix II of this prospectus supplement plus
10% and (B) the loan-to-value ratio for all such Crossed Mortgage Loans
(including the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the master servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The master servicer will be entitled to cause to be delivered,
or direct the applicable mortgage loan seller to (in which case that mortgage
loan seller shall) 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 (ii) above has been satisfied, in each
case at the expense of that mortgage loan seller if the scope and cost of the
appraisal is approved by that 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.

MORTGAGE ELECTRONIC REGISTRATION SYSTEMS

      With respect to any Mortgage Loan for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements have been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
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 on behalf of the Trust to be shown as, and
the trustee will be required to take all actions necessary to confirm that the
trustee on behalf of the Trust 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.

                         SERVICING OF THE MORTGAGE LOANS
GENERAL

      The master servicer and the special servicer, either directly or through
the Primary Servicer or sub-servicers, will be required to service and
administer the mortgage loans (other than any Non-Serviced Mortgage Loans) in
accordance with the Servicing Standard. The applicable Non-Serviced Mortgage
Loan Pooling and Servicing Agreement will exclusively govern the servicing and
administration of the related Non-Serviced Mortgage Loan Group (and all
decisions, consents, waivers, approvals and other actions on the part of the
holders of any loans in a Non-Serviced Mortgage Loan Group will be effected in
accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement). Consequently, the servicing provisions described herein, including,
but not limited to those regarding the maintenance of insurance, the enforcement
of due-on-encumbrance and due-on-sale provisions, and those regarding
modification of the mortgage loans, appraisal reductions, defaulted mortgage
loans and foreclosure procedures and the administration of accounts will not be
applicable to any Non-Serviced Mortgage Loans, the servicing and administration
of which will instead be governed by the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. The servicing standard for any Non-Serviced
Mortgage Loan under its related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement is substantially similar to the Servicing Standard under the Pooling
and Servicing Agreement.


                                      S-168



      Each of the master servicer and the 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, and the different payment priorities among the
Classes of certificates. Each of the master servicer, the special servicer and
the Primary Servicer may become the owner or pledgee of certificates with the
same rights as each would have if it were not the master servicer, the special
servicer or the Primary Servicer, as the case may be.

      Any such interest of the master servicer, the special servicer or the
Primary Servicer in the certificates will not be taken into account when
evaluating whether actions of the master servicer, the special servicer or the
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 the master
servicer, the special servicer or the Primary Servicer. In addition, the master
servicer or the special servicer may, under limited circumstances, 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 the
master servicer or the special servicer were not a party to the transactions
contemplated hereby.

      On the Closing Date, the master servicer will enter into an agreement with
the Primary Servicer under which the Primary Servicer 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
Servicer is subject to the Servicing Standard. If an Event of Default occurs in
respect of the master servicer and the master servicer is terminated, such
termination will not necessarily cause the termination of the Primary Servicer.
Notwithstanding the provisions of any primary servicing agreement or the Pooling
and Servicing Agreement, the master servicer shall remain obligated and liable
to the trustee, paying agent and the Certificateholders for servicing and
administering of the mortgage loans in accordance with the provisions of the
Pooling and Servicing Agreement to the same extent as if the master servicer was
alone servicing and administering the mortgage loans.

      Each of the master servicer, the Primary Servicer and the special servicer
is 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;
provided that none of the master servicer, the Primary Servicer or the special
servicer may appoint a sub-servicer after the Closing Date without the
Depositor's prior consent to the extent set forth in the Pooling and Servicing
Agreement, which consent may not be unreasonably withheld. However, any
subservicing is subject to various conditions set forth in the Pooling and
Servicing Agreement including the requirement that the master servicer, the
special servicer or the Primary Servicer, as the case may be, will remain liable
for its servicing obligations under the Pooling and Servicing Agreement. The
master servicer 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, provided that:

      o     a successor master servicer or special servicer is available, has a
            net worth of at least $15,000,000 and is willing to assume the
            obligations of the 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 and, in the case of the special servicer, is
            reasonably acceptable to the Operating Adviser, the Depositor and
            the trustee;

      o     the master servicer or special servicer bears all costs associated
            with its resignation and the 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.

      Furthermore, the 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 the master servicer will not affect the
rights and obligations of the Primary Servicer to continue to act as primary
servicer. If the 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 the master servicer's duties and


                                      S-169



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 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 of the master servicer and the special servicer
to the trustee is intended to be that of an independent contractor and not that
of a joint venturer, partner or agent.

      The master servicer will have no responsibility for the performance by the
special servicer, to the extent they are different entities, of its duties under
the Pooling and Servicing Agreement, and the special servicer will have no
responsibility for the performance by the master servicer of its duties under
the Pooling and Servicing Agreement.

      The master servicer initially will be responsible for servicing and
administering the entire pool of mortgage loans other than the Non-Serviced
Mortgage Loans. The special servicer will be responsible for servicing and
administering any Specially Serviced Mortgage Loans other than the Non-Serviced
Mortgage Loans.

      Upon the occurrence of any of the events set forth under the definition of
the term "Specially Serviced Mortgage Loan" in the "Glossary of Terms" in this
prospectus supplement (generally regarded as "Servicing Transfer Events"), the
master servicer will be required to transfer its principal servicing
responsibilities with respect to a Specially Serviced Mortgage Loan to the
special servicer in accordance with the procedures set forth in the Pooling and
Servicing Agreement. Notwithstanding such transfer, the 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 will be responsible for the operation and management of the property
and such loan will be considered a Specially Serviced Mortgage Loan. The special
servicing transfer events for any Non-Serviced Mortgage Loan under its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement are substantially
similar to the events set forth under the definition of the term "Specially
Serviced Mortgage Loan" in the "Glossary of Terms" to this prospectus
supplement.

      A Specially Serviced Mortgage Loan can become a Rehabilitated Mortgage
Loan to which the master servicer will re-assume all servicing responsibilities.

      The master servicer and the special servicer will, in general, each be
required to pay all ordinary expenses incurred by it in connection with its
servicing activities 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 Primary Servicer, the master servicer and the special servicer and any
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 a Serviced
Companion Mortgage Loan or B Note, out of collections on, and other proceeds of,
the Serviced Companion Mortgage Loan or B Note) against any loss, liability, or
expense incurred in connection with any legal action relating to the Pooling and
Servicing Agreement, the mortgage loans, any Serviced Companion Mortgage Loan,
any B Note or the certificates other than any loss, liability or expense
incurred by reason of the Primary Servicer's, master servicer's or special
servicer's willful misfeasance, bad faith or negligence in the performance of
their duties under the Pooling and Servicing Agreement.

      The Non-Serviced Mortgage Loan Pooling and Servicing Agreements generally
require the consent of the trustee, as holder of the Non-Serviced Mortgage
Loans, to certain amendments to that agreement that would adversely affect the
rights of the trustee in that capacity.


                                      S-170



SERVICING OF THE A/B MORTGAGE LOANS

THE PCFII A/B MORTGAGE LOANS

      Mortgage Loan No. 31 which had outstanding principal balance as of the
Cut-off Date of $26,000,000 (the "Lennox Town Center Mortgage Loan"), represents
approximately 1.0% of the Initial Pool Balance. The mortgage on the related
mortgaged property also secure one subordinate note with an original principal
balance of $1,000,000 (the "Lennox Town Center B Note"). Mortgage Loan No. 111,
which had an outstanding principal balance as of the Cut-off Date of
approximately $9,000,000 (the "Cameron Apartments Mortgage Loan"), representing
approximately 0.3% of the Initial Pool Balance. The mortgage on the related
mortgaged property also secures one subordinate note with an original principal
balance of $500,000 (the "Cameron Apartments B Note"). The Lennox Town Center
Mortgage Loan and the Cameron Apartments Mortgage Loan are collectively referred
to herein as the "PCFII Mortgage Loans." The Lennox Town Center B Note and the
Cameron Apartments B Note are collectively referred to herein as the "PCFII B
Notes."

      Each of the PCFII B Notes initially will be held by Principal Life
Insurance Company, which holder may sell or transfer any of the PCFII B Notes at
any time subject to compliance with the requirements of the related
intercreditor agreement. None of the PCFII B Notes are included in the trust but
they will be serviced pursuant to the Pooling and Servicing Agreement. Each of
the PCFII Mortgage Loans together with its respective PCFII B Note is referred
to herein as a "PCFII A/B Mortgage Loan." Each PCFII Mortgage Loan and related
PCFII B Note comprising a PCFII A/B Mortgage Loan has the same borrower and the
same maturity date.

The PCFII  Intercreditor Agreement

      The initial holder of each PCFII Mortgage Loan and the initial holder of
the related PCFII B Note have entered into an intercreditor agreement (each a
"PCFII Intercreditor Agreement").

Rights of the Holder of the PCFII  B Notes

      Pursuant to the terms of each PCFII Intercreditor Agreement, the holder of
each PCFII B Note has the right to direct the master servicer with respect to
various servicing matters (including substitution or release of the related
mortgaged property) affecting such PCFII A/B Mortgage Loan as described
hereunder. In addition, the holder of each PCFII B Note has the right (i) to
replace the special servicer of the applicable PCFII A/B Mortgage Loan under the
conditions described under "Servicing of the Mortgage Loans--Special
Servicer--Termination of the Special Servicer" and (ii) whether or not a PCFII
Change of Control Event has occurred, (a) to cure a monetary event of default
within 10 days after the later of its receipt of notice of such event of default
or the expiration of the applicable notice and grace periods; (b) to cure a
non-monetary default, within 30 days following the later of receipt of notice of
such event of default or the expiration of the applicable notice and grace
periods and (c) to purchase the related PCFII Mortgage Loan (in whole but not in
part) if an event of default under the related PCFII A/B Mortgage Loan has
occurred and such PCFII A/B Mortgage Loan has become specially serviced.

      If a monetary event of default (as to which the holder of any PCFII B Note
or its designee is not curing in accordance with the applicable PCFII
Intercreditor Agreement) has occurred and is continuing with respect to the
related PCFII Mortgage Loan, or a material non-monetary event of default (as to
which the holder of the related PCFII B Note or its designee is not curing in
accordance with the applicable PCFII Intercreditor Agreement) has occurred and
is continuing at a time when the related PCFII Mortgage Loan is being specially
serviced, then the aggregate amount of all payments and other collections will
be applied to pay accrued and unpaid interest and principal and certain other
amounts described in the applicable PCFII Intercreditor Agreement (until such
amounts have been paid in full) payable on the related PCFII Mortgage Loan prior
to paying interest or principal to the holder of the related PCFII B Note. At
all other times, amounts received and other collections with respect to the any
PCFII A/B Mortgage Loan will be applied to pay accrued and unpaid interest and
principal payable on the related PCFII Mortgage Loan and the related PCFII B
Note, as further described in the applicable PCFII Intercreditor Agreement.


                                      S-171



Certain Rights to Consult with and Direct the Special Servicer

      With respect to each PCFII A/B Mortgage Loan, except under the
circumstances described below, neither the master servicer nor the special
servicer, as applicable, will be permitted to take (or, in the case of the
special servicer, if and when appropriate under the Pooling and Servicing
Agreement, to consent to the master servicer's taking), at any time (whether or
not an event of default under such PCFII A/B Mortgage Loan documents has
occurred) any of the following actions (but only if the Pooling and Servicing
Agreement requires the special servicer to consent to, or consult with any other
servicer about, or otherwise share in the servicing responsibility of processing
a decision regarding any such action), unless the master servicer or special
servicer, as applicable, has notified the holder of the related PCFII B Note of
such proposed action in writing, and such holder has not objected in writing
within 5 business days (if such PCFII A/B Mortgage Loan is not specially
serviced) or 10 business days (if such PCFII A/B Mortgage Loan is specially
serviced) following the holder of the related PCFII B Note having been notified
and provided with all information that such holder reasonably requests with
respect to the proposed action:

      o     any proposed foreclosure upon, acceptance of a deed-in-lieu of
            foreclosure, or comparable conversion (which may include acquisition
            as REO Property) of the ownership of the related mortgaged property
            and the other collateral securing such PCFII A/B Mortgage Loan;

      o     any modification, extension, amendment or waiver of a monetary term
            (including, without limitation, the timing of payments) and any
            material non-monetary term (including any material term relating to
            insurance) of such PCFII A/B Mortgage Loan (including, without
            limitation, any modification, amendment or waiver which would result
            in a discounted payoff of such PCFII A/B Mortgage Loan);

      o     any proposed sale of the related mortgaged property after it becomes
            REO Property;

      o     any acceptance of a discounted payoff of such PCFII A/B Mortgage
            Loan;

      o     any determination to bring the related mortgaged property (including
            if it is an REO Property) into compliance with applicable
            environmental laws or to otherwise address hazardous materials
            located at the related mortgaged property;

      o     any release of material collateral for such PCFII A/B Mortgage Loan
            (including, but not limited to, the termination or release of any
            reserves, escrows or letters of credit), other than in accordance
            with the terms of, or upon satisfaction of, such PCFII A/B Mortgage
            Loan;

      o     any acceptance of substitute or additional collateral for such PCFII
            A/B Mortgage Loan (other than in accordance with the terms of such
            PCFII A/B Mortgage Loan);

      o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
            respect to such PCFII A/B Mortgage Loan or the approval of the
            incurrence of any other additional indebtedness secured directly or
            indirectly by the related mortgaged property or any ownership or
            other interest in the borrower, including, but not limited to
            mezzanine debt and/or a preferred equity investment;

      o     any release or substitution of the borrower, any guarantor,
            indemnitor or other obligor from liability in respect of all or any
            portion of such PCFII A/B Mortgage Loan, including, without
            limitation, any acceptance of an assumption agreement releasing the
            borrower (or other obligor with respect to such PCFII A/B Mortgage
            Loan) from liability under such PCFII A/B Mortgage Loan;

      o     any renewal or replacement of the then existing insurance policies
            with respect to such PCFII A/B Mortgage Loan to the extent that such
            renewal or replacement policy does not comply in all material
            respects with the terms of the related mortgage loan documents or
            any waiver, modification or amendment of any material insurance
            requirements under the related mortgage loan documents, in each case
            if lender's approval is required under the related mortgage loan
            documents; and

      o     any adoption or approval of a plan in bankruptcy of the borrower;


                                      S-172



provided that, in the event that the master servicer or special servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the certificateholders and the holder of the applicable PCFII B
Note (as a collective whole), the master servicer or special servicer, as
applicable, may take (or, in the case of the special servicer, if and when
appropriate under the Pooling and Servicing Agreement, may consent to the master
servicer's taking) any such action without waiting for the response of such
PCFII B Note holder.

      Notwithstanding the foregoing, no advice, direction or objection given or
made by the holder of any PCFII B Note for the related PCFII A/B Mortgage Loan
may, and the master servicer and the special servicer are each to ignore any
advice, direction or objection so given that in its reasonable judgment would:

      o     require, cause or permit such servicer to violate applicable law,
            any provision of the applicable PCFII Intercreditor Agreement or the
            Pooling and Servicing Agreement, including that party's obligation
            to act in accordance with the Servicing Standard; or

      o     result in an adverse tax consequence for the trust fund.

      Furthermore, the master servicer or the special servicer, as applicable
will not be obligated to seek approval from the holder of such PCFII B Note for
any actions to be taken by such servicer with respect to the workout or
liquidation of related PCFII A/B Mortgage Loan if:

      o     the master servicer or special servicer has, as provided in the
            second preceding paragraph, notified the holder of such PCFII B Note
            in writing of various actions that the master servicer or special
            servicer proposes to take with respect to the workout or liquidation
            of such PCFII B Note; and

      o     for 90 days following the first such notice, the holder of such
            PCFII B Note has objected to all of those proposed actions and has
            failed to suggest any alternative actions that the master servicer
            or special servicer considers to be consistent with the Servicing
            Standard.

      Notwithstanding the foregoing, the holder of such PCFII B Note will not
have the rights otherwise described above for so long as a PCFII Change of
Control Event exists with respect to the related PCFII A/B Mortgage Loan.

Cure Rights of the Holder of the PCFII B Notes

      In addition, the holder of each PCFII B Note will be entitled (subject to
certain terms and conditions set forth in the applicable PCFII Intercreditor
Agreement) to cure monetary events of default under the related PCFII A/B
Mortgage Loan, in which case the special servicer will refrain from taking any
action against the related borrower, any related guarantor or any related
mortgaged property. The holder of such PCFII B Note may exercise such right to
cure within 10 days after the later of receipt of notice or the expiration of
the grace period. Notwithstanding the foregoing, the holder of such PCFII B Note
will not be required to pay or reimburse any person amounts which constitute
prepayment premiums, default interest, late charges, special servicing fees (to
the extent such PCFII A/B Mortgage Loan is not then specially serviced), workout
fees and/or liquidation fees. So long as a monetary default exists for which a
cure payment permitted under the applicable PCFII Intercreditor Agreement is
made, or a non-monetary default exists for which the holder of such PCFII B Note
(or its designee) is pursuing a cure within the applicable cure period and in
accordance with the terms of the applicable PCFII Intercreditor Agreement, such
monetary default or non-monetary default will not be treated as a default under
the loan documents by the master servicer or special servicer; but such
limitation will not prevent the master servicer or special servicer from
collecting default interest or late charges. Notwithstanding the foregoing, the
holder of such B Note is entitled to (i) no more than 4 consecutive cure events,
(ii) no more than 6 cure events, whether or not consecutive, in any 12 month
period and (iii) no more than 9 cure events over the life of the related PCFII
Mortgage Loan.

Purchase Option

      The holder of each PCFII B Note will also have the option to purchase the
related PCFII Mortgage Loan if an event of default under the related PCFII A/B
Mortgage Loan occurs and such PCFII A/B Mortgage Loan becomes specially
serviced. If and for so long as such PCFII A/B Mortgage Loan remains specially
serviced and, further, upon the earliest to occur of: (i) any monthly payment
becoming at least 60 days delinquent, (ii) immediately prior


                                      S-173



to the holder of such PCFII B Note losing its control rights under the
applicable PCFII Intercreditor Agreement (provided that an event of default
either has occurred and is continuing or is reasonably foreseeable), and (iii)
the initiation of foreclosure proceedings or any other enforcement action by the
special servicer, the holder of such PCFII B Note may, at its option, purchase
or designate another person to purchase the related PCFII Mortgage Loan at the
purchase price set forth in, and in accordance with the requirements of, the
applicable PCFII Intercreditor Agreement, which such purchase price is generally
equal to a par purchase price. No workout fee, liquidation fee or similar fee
payable to the master servicer or special servicer for the related PCFII A/B
Mortgage Loan will be payable by the holder of such PCFII B Note if (i) the
Pooling and Servicing Agreement does not expressly provide for payment of such
liquidation fees by the holder of such PCFII B Note or (ii) with respect to any
liquidation fee which is expressly required to be paid under the Pooling and
Servicing Agreement in connection with such purchase by the holder of such PCFII
B Note, the related PCFII Mortgage Loan is purchased within 90 days of the later
of the transfer of the related PCFII A/B Mortgage Loan to the special servicer
and the receipt by the holder of such PCFII B Note of written notice from the
special servicer that such transfer has taken place. Furthermore, the holder of
such PCFII B Note will not be required to pay any amounts payable by the related
mortgage borrower as exit fees or any other charges or fees, prepayment
premiums, make-whole premiums, yield maintenance amounts or similar charges, as
part of such purchase price. The foregoing purchase rights of the holder of such
PCFII B Note do not apply to any REO Property related to the applicable PCFII
A/B Mortgage Loan and will terminate upon the completion of the foreclosure of
the related mortgaged property or the acceptance of a deed in lieu of
foreclosure with respect to such mortgaged property.

      The initial holder of each PCFII B Note will be Principal Life Insurance
Company or an affiliate thereof. Principal Life Insurance Company is an
affiliate of the related mortgage loan seller and related primary servicer for
the PCFII A/B Mortgage Loans.

      Each holder of a PCFII B Note may have relationships and interests that
conflict with those of the series 2007-TOP27 certificateholders. Each such
holder of the PCFII B Note has no obligations to the series 2007-TOP27
certificateholders and may act solely in its own interests. No series 2007-TOP27
certificateholder may take any action against the holder of any PCFII B Note for
acting solely in its own interests.

      When reviewing the rest of this "Servicing of the Mortgage Loans" section
under this prospectus supplement, it is important that you consider the effects
that the rights and powers of the holder of each PCFII B Note discussed above
could have on the actions of the master servicer or special servicer.

FAIRFIELD INN WILMINGTON A/B MORTGAGE LOAN

      Mortgage Loan No. 110, which had an outstanding principal balance as of
the Cut-off Date of $9,280,000 (the "Fairfield Inn Wilmington Mortgage Loan"),
represents 0.3% of the Initial Pool Balance (and represents 0.4% of the Initial
Loan Group 2 Balance). The mortgage on the related mortgaged property also
secures one subordinate note (the "Fairfield Inn Wilmington B Note") with an
original principal balance of $580,000.

      The initial holder of the Fairfield Inn Wilmington Mortgage Loan and the
initial holder of the Fairfield Inn Wilmington B Note have entered into an
intercreditor agreement (the "Fairfield Inn Wilmington Intercreditor
Agreement"). The Fairfield Inn Wilmington B Note initially will be held by Mezz
Cap Finance, LLC, which holder may sell or transfer the Fairfield Inn Wilmington
B Note at any time subject to compliance with the requirements of the Fairfield
Inn Wilmington Intercreditor Agreement. The Fairfield Inn Wilmington B Note is
not included in the Trust but it will be serviced pursuant to the Pooling and
Servicing Agreement. The Fairfield Inn Wilmington Mortgage Loan, together with
the Fairfield Inn Wilmington B Note, is referred to herein as the "Fairfield Inn
Wilmington A/B Mortgage Loan."

      The Fairfield Inn Wilmington Mortgage Loan and the Fairfield Inn
Wilmington B Note comprising the Fairfield Inn Wilmington A/B Mortgage Loan are
cross-defaulted and have the same borrower, maturity date, amortization schedule
and prepayment structure. The Fairfield Inn Wilmington B Note has a higher
interest rate than the Fairfield Inn Wilmington Mortgage Loan. For purposes of
the information presented in this prospectus supplement with respect to the
Fairfield Inn Wilmington Mortgage Loan, the loan-to-value ratio and debt service
coverage ratio information reflects only the Fairfield Inn Wilmington Mortgage
Loan and does not take into account the Fairfield Inn Wilmington B Note. The
outstanding principal balance of the Fairfield Inn Wilmington B Note


                                      S-174



does not exceed 5% of the underwritten appraised value of the mortgaged real
property that secures the Fairfield Inn Wilmington A/B Mortgage Loan.

      The Fairfield Inn Wilmington Intercreditor Agreement. The Fairfield Inn
Wilmington Intercreditor Agreement provides, among other things, for the
application of payments between the Fairfield Inn Wilmington Mortgage Loan and
the Fairfield Inn Wilmington B Note.

      The right of the holder of the Fairfield Inn Wilmington B Note to receive
payments of interest, principal and other amounts is subordinated to the right
of the holder of the Fairfield Inn Wilmington Mortgage Loan to receive such
amounts. A "Fairfield Inn Wilmington A/B Mortgage Loan Material Default"
consists of the following events: (a) the acceleration of the Fairfield Inn
Wilmington Mortgage Loan or the Fairfield Inn Wilmington B Note; (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 borrower or the borrower
otherwise being the subject of a bankruptcy or insolvency proceeding. So long as
a Fairfield Inn Wilmington A/B Mortgage Loan Material Default has not occurred
or, if a Fairfield Inn Wilmington A/B Mortgage Loan Material Default has
occurred, that Fairfield Inn Wilmington A/B Mortgage Loan Material Default is no
longer continuing, the borrower under the Fairfield Inn Wilmington A/B Mortgage
Loan will make separate payments of principal and interest to the respective
holders of the Fairfield Inn Wilmington Mortgage Loan and Fairfield Inn
Wilmington B Note. Escrow and reserve payments will be made to the master
servicer on behalf of the Trust (as the holder of the Fairfield Inn Wilmington
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
the Fairfield Inn Wilmington A/B Mortgage Loan (together with any applicable
yield maintenance charges), will generally be applied first to the principal
balance of the Fairfield Inn Wilmington Mortgage Loan and then to the principal
balance of the Fairfield Inn Wilmington B Note. If a Fairfield Inn Wilmington
A/B Mortgage Loan Material Default occurs and is continuing, then all amounts
tendered by the borrower or otherwise available for payment of the Fairfield Inn
Wilmington A/B Mortgage Loan will be applied by the master servicer (with any
payments received by the holder of the subject Fairfield Inn Wilmington B Note
after and during such a Fairfield Inn Wilmington A/B Mortgage Loan Material
Default to be forwarded to the master servicer), net of certain amounts, in the
order of priority set forth in a sequential payment waterfall in the Fairfield
Inn Wilmington Intercreditor Agreement, which generally provides that all
interest (other than default interest), principal, the Fairfield Inn Wilmington
Mortgage Loan's pro rata share of yield maintenance charges, the Fairfield Inn
Wilmington Mortgage Loan's pro rata share of static prepayment premiums and
outstanding expenses with respect to the Fairfield Inn Wilmington Mortgage Loan
will be paid in full prior to any application of payments to the Fairfield Inn
Wilmington B Note.

      If, after the expiration of the right of the holder of the Fairfield Inn
Wilmington B Note to purchase the Fairfield Inn Wilmington Mortgage Loan (as
described below), the Fairfield Inn Wilmington Mortgage Loan or the Fairfield
Inn Wilmington B Note is modified in connection with a work-out so that, with
respect to either the Fairfield Inn Wilmington Mortgage Loan or the Fairfield
Inn Wilmington B Note, (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 Fairfield Inn
Wilmington Mortgage Loan) will be made as though such work-out did not occur and
the payment terms of the Fairfield Inn Wilmington Mortgage Loan will remain the
same. In all cases, the holder of the Fairfield Inn Wilmington B Note will bear
the full economic effect of all waivers, reductions or deferrals of amounts due
on either the Fairfield Inn Wilmington Mortgage Loan or the Fairfield Inn
Wilmington B Note attributable to such work-out (up to the outstanding principal
balance, together with accrued interest thereon, of the Fairfield Inn Wilmington
B Note).

      So long as a Fairfield Inn Wilmington A/B Mortgage Loan Material Default
has not occurred with respect to the Fairfield Inn Wilmington A/B Mortgage Loan,
the master servicer will have no obligation to collect payments with respect to
the Fairfield Inn Wilmington B Note. A separate servicer of the Fairfield Inn
Wilmington B Note will be responsible for collecting amounts payable in respect
of the Fairfield Inn Wilmington B Note. That servicer will have no servicing
duties or obligations with respect to the Fairfield Inn Wilmington Mortgage Loan
or the mortgaged real property. If a Fairfield Inn Wilmington A/B Mortgage Loan
Material Default occurs with respect to the Fairfield Inn Wilmington A/B
Mortgage Loan, the master servicer or the special servicer, as applicable, will
(during the continuance of that Fairfield Inn Wilmington A/B Mortgage Loan
Material Default) collect and


                                      S-175



distribute payments for both of the Fairfield Inn Wilmington Mortgage Loan and
the Fairfield Inn Wilmington B Note pursuant to the sequential payment waterfall
set forth in the Fairfield Inn Wilmington Intercreditor Agreement.

      Advances. Neither the master servicer nor the trustee is required to make
any P&I Advance with respect to the Fairfield Inn Wilmington B Note. Neither the
holder of the Fairfield Inn Wilmington B Note nor any related separate servicer
is required to make any P&I Advance with respect to the Fairfield Inn Wilmington
Mortgage Loan or any Servicing Advances with respect to the mortgaged real
property. The master servicer, the special servicer and, if applicable, the
trustee will make Servicing Advances with respect to the mortgaged real
properties securing the Fairfield Inn Wilmington A/B Mortgage Loan.

      Modifications. The ability of the 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 the Fairfield Inn Wilmington B Note, the Fairfield Inn
Wilmington Mortgage Loan or the related loan documents, is limited by the rights
of the holder of the Fairfield Inn Wilmington B Note to approve certain such
modifications and other actions as set forth in the Fairfield Inn Wilmington
Intercreditor Agreement until expiration of such holder's right to purchase the
Fairfield Inn Wilmington Mortgage Loan in accordance with the terms of the
Fairfield Inn Wilmington Intercreditor Agreement.

      Purchase Option. In the event that (i) any payment of principal or
interest on the Fairfield Inn Wilmington Mortgage Loan or the Fairfield Inn
Wilmington B Note becomes ninety (90) or more days delinquent, (ii) the
principal balance of the Fairfield Inn Wilmington Mortgage Loan or the Fairfield
Inn Wilmington B Note has been accelerated, (iii) the principal balance of the
Fairfield Inn Wilmington Mortgage Loan or the Fairfield Inn Wilmington B Note is
not paid at maturity, (iv) the borrower under the Fairfield Inn Wilmington A/B
Mortgage Loan declares bankruptcy or is otherwise the subject of a bankruptcy
proceeding or (v) any other event where the cash flow payment under the
Fairfield Inn Wilmington B Note has been interrupted and the priority of
payments under such Fairfield Inn Wilmington A/B Mortgage Loan have been
converted to a sequential payment structure in accordance with the Fairfield Inn
Wilmington Intercreditor Agreement following an event of default, the holder of
the Fairfield Inn Wilmington B Note will be entitled to purchase the Fairfield
Inn Wilmington Mortgage Loan from the Trust for a period of thirty (30) days
following its receipt from the master servicer or special servicer of notice of
such event, subject to certain conditions set forth in the Fairfield Inn
Wilmington Intercreditor Agreement. If the holder of the Fairfield Inn
Wilmington B Note exercises its purchase option, the purchase price will
generally be equal to the sum of (a) the outstanding principal balance of the
Fairfield Inn Wilmington Mortgage Loan, (b) accrued and unpaid interest on the
outstanding principal balance of the Fairfield Inn Wilmington Mortgage Loan
(excluding any default interest or other late payment charges), (c) any
unreimbursed Servicing Advances made with respect to the Fairfield Inn
Wilmington Mortgage Loan, together with any advance interest thereon, (d)
reasonable out-of-pocket legal fees and costs incurred in connection with
enforcement of the Fairfield Inn Wilmington A/B Mortgage Loan by the master
servicer or special servicer, (e) any interest on any unreimbursed P&I Advances
with respect to the Fairfield Inn Wilmington 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 master servicer with respect to the
Fairfield Inn Wilmington A/B Mortgage Loan together with advance interest
thereon.

      The holder of the Fairfield Inn Wilmington B Note does not have any rights
to cure any defaults with respect to the Fairfield Inn Wilmington A/B Mortgage
Loan.

THE MASTER SERVICER

Master Servicer Compensation

      The 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 each mortgage loan, including REO Properties. The master servicer
will be entitled to retain as additional servicing compensation all investment
income earned on amounts on deposit in the Certificate Account and interest on
escrow accounts if permitted by the related loan documents, and--in each case to
the extent not payable to the special servicer or any sub-servicer or Primary
Servicer as provided in the Pooling and Servicing Agreement or any primary or
sub-servicing agreement--late


                                      S-176



payment charges, assumption fees, modification fees, extension fees, defeasance
fees and default interest payable at a rate above the related mortgage rate,
provided that late payment charges and default interest will only be payable to
the extent that they are not required to be used to pay interest accrued on any
Advances pursuant to the terms of the Pooling and Servicing Agreement.

      The related Master Servicing Fee and certain other compensation payable to
the Master Servicer will be reduced, on each Distribution Date by the amount, if
any, of any Compensating Interest Payment required to be made by the 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 other than 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, the 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. The special servicer will generally be entitled to
approve assumptions.

      In the event that Wells Fargo resigns or is no longer master servicer for
any reason, Wells Fargo will continue to have the right to receive its portion
of the Excess Servicing Fee. Any successor servicer will receive the Master
Servicing Fee as compensation.

EVENTS OF DEFAULT

      If an Event of Default described under the third, fourth, eighth, ninth or
tenth bullet or the last paragraph under the definition of "Event of Default"
under the "Glossary of Terms" has occurred, the obligations and responsibilities
of the 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 the
Depositor gives written notice to the master servicer that the master servicer
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 the
master servicer under the Pooling and Servicing Agreement will terminate
immediately upon the date which the trustee or the Depositor gives written
notice to the master servicer that the master servicer is terminated. After any
Event of Default, the trustee may elect to terminate the 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. Notwithstanding the foregoing, and in accordance with the
Pooling and Servicing Agreement, if the Event of Default occurs primarily by
reason of the occurrence of a default of the Primary Servicer under the primary
servicing agreement, then the initial master servicer shall have the right to
require that any successor master servicer enter into a primary servicing
agreement with the initial master servicer with respect to all the mortgage
loans as to which the primary servicing default occurred.

      The events of default under any Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, and the effect of such defaults in respect of the master
servicer thereunder, are substantially similar to the Events of Default and
termination provisions set forth above.

      Upon termination of the master servicer under the Pooling and Servicing
Agreement, all authority, power and rights of the 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 the master servicer be effective until a successor servicer shall
have succeeded the master servicer as successor servicer, subject to approval by
the Rating Agencies, notified the master servicer of such designation, and such
successor servicer shall have assumed the 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 the 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


                                      S-177



conditions specified in the Pooling and Servicing Agreement or transfer the
duties of the 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 to which the Rating Agencies have confirmed in
writing that the transfer of servicing will not result in a withdrawal,
downgrade or qualification of the then current ratings on the Certificates and
(ii) if it is a master servicer, assume the obligations under the primary
servicing agreements entered into by the 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 will 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 subservicing agreement or primary servicing agreement, so
long as such terminated master servicer is on the S&P Select Servicer List as a
U.S. Commercial Mortgage Servicer and the Operating Adviser has consented to
such primary servicing or subservicing arrangement.

      However, if the master servicer is terminated solely due to an Event of
Default described in the eighth, ninth or tenth bullet or the last paragraph of
the definition of Event of Default, and prior to being replaced as described in
the previous paragraph the 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 the rights to master
service the mortgage loans in accordance with the Pooling and Servicing
Agreement (which rights will be subject to the right of the Primary Servicer to
continue as Primary Servicer in the absence of a primary servicer event of
default by the Primary Servicer). The trustee will have thirty days to sell the
rights and obligations of the master servicer under the Pooling and Servicing
Agreement 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 the master servicer will be effective when such
servicer has succeeded the master servicer, as successor servicer and such
successor servicer has assumed the master servicer's obligations and
responsibilities with respect to the mortgage loans, as set forth in an
agreement substantially in the form of the Pooling and Servicing Agreement. If a
successor master servicer is not appointed within thirty days, the master
servicer will be replaced by the trustee as described in the previous paragraph.

      The Pooling and Servicing Agreement does not provide for any successor
master servicer to receive any compensation in excess of that paid to the
predecessor master servicer. The 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.

THE SPECIAL SERVICER

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 in the Mortgage Pool and, to the extent of the Trust's
interest in the mortgage loan, any foreclosure properties, prior to any
distribution of such collections to certificateholders. 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 maturity. If
the special servicer is terminated for any reason, it will retain the right to
receive 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 until such mortgage loan becomes
a Specially Serviced Mortgage Loan or until the related mortgaged property
becomes an REO Property. The successor special servicer will not be entitled to
any portion of such Workout Fees.


                                      S-178



      The special servicer is also permitted to retain, in general, assumption
fees, modification fees, default interest and extension fees collected on
Specially Serviced Mortgage Loans, 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.

      In addition, the special servicer will be entitled to all assumption fees
received in connection with any Specially Serviced Mortgage Loan and 50% of any
other assumption fees. The special servicer will be entitled to approve
assumptions with respect to all mortgage loans. If Prepayment Interest Excesses
for all 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 special servicer as additional servicing compensation.

      As described in this prospectus supplement under "--The Operating
Adviser," the Operating Adviser will have the right to receive notification of,
advise the special servicer regarding, and consent to, certain actions of the
special servicer, subject to the limitations described in this prospectus
supplement and further set forth in the Pooling and Servicing Agreement.

      If any Non-Serviced Mortgage Loan becomes specially serviced under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the
applicable Non-Serviced Mortgage Loan Special Servicer will be entitled to
compensation substantially similar in nature, but not necessarily in amount, to
that described above.

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
such successor special servicer 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 mortgage loans,
as set forth in an agreement substantially in the form of the Pooling and
Servicing Agreement. If a successor special servicer is not appointed within the
time periods set forth in the Pooling and Servicing Agreement, the special
servicer will be replaced by the trustee as described in the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement does not provide for
any successor special servicer to receive any compensation in excess of that
paid to the predecessor special servicer. The 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.

      The special servicer events of default under any Non-Serviced Mortgage
Loan Pooling and Servicing Agreement, and the effect of such defaults in respect
of the special servicer thereunder, are substantially similar to the Special
Servicer Events of Default and termination provisions set forth above.

      Notwithstanding anything to the contrary contained herein, with respect to
each PCFII A/B Mortgage Loan, to the extent that no PCFII B Note Change of
Control Event exists, the holder of the applicable PCFII B Note or its designee
has and shall have the right to appoint and replace the special servicer for the
related PCFII A/B Mortgage Loans with a qualified special servicer, provided,
however, that such holder or its designee shall only have the right to terminate
the special servicer if such special servicer no longer meets the eligibility
criteria for a special servicer as set forth in the Pooling and Servicing
Agreement or in the event that neither the special servicer nor an affiliate
thereof holds a majority of the Controlling Class.

      In addition to the termination of the special servicer upon a Special
Servicer Event of Default, the Operating Adviser may direct the trustee to
remove the special servicer, subject to certain conditions, as described below.


                                      S-179



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 and to advise the special servicer with
respect to the following actions, and the special servicer will not be permitted
to take any of the following actions as to which the Operating Adviser has
objected in writing (i) within five (5) business days of receiving notice in
respect of actions relating to non-Specially Serviced Mortgage Loans and (ii)
within ten (10) business days of receiving notice in respect of actions relating
to Specially Serviced Mortgage Loans. The special servicer will be required to
notify the Operating Adviser of, among other things:

      o     any proposed modification, amendment or waiver, or consent to a
            modification, amendment or waiver, of a Money Term of a mortgage
            loan or A/B Mortgage Loan or an extension of the original maturity
            date;

      o     any foreclosure or comparable conversion of the ownership of a
            mortgaged property;

      o     any proposed sale of a defaulted mortgage loan or A/B 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 release of or acceptance of substitute or additional collateral
            for a mortgage loan or A/B Mortgage Loan;

      o     any acceptance of a discounted payoff;

      o     any waiver or consent to a waiver of a "due-on-sale" or
            "due-on-encumbrance" clause;

      o     any acceptance or consent to acceptance of an assumption agreement
            releasing a borrower from liability under a mortgage loan or A/B
            Mortgage Loan;

      o     any release of collateral for a Specially Serviced Mortgage Loan or
            A/B Mortgage Loan (other than in accordance with the terms of, or
            upon satisfaction of, such mortgage loan);

      o     any franchise changes or management company changes to which the
            special servicer is required to consent;

      o     certain releases of any escrow accounts, reserve accounts or letters
            of credit; and

      o     any determination as to whether any type of property-level insurance
            is required under the terms of any mortgage loan or A/B Mortgage
            Loan, is available at commercially reasonable rates, is available
            for similar properties in the area in which the related mortgaged
            property is located or any other determination or exercise of
            discretion with respect to property-level insurance.

      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, withdrawal or
qualification in any rating then assigned to any Class of certificates. The
Operating Adviser shall pay costs and expenses incurred in connection


                                      S-180



with the removal and appointment of a 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 shall be responsible for its own expenses.

      We anticipate that an affiliate of the initial special servicer will
purchase certain non-offered Classes of certificates, including the Class P
Certificates (which will be the initial Controlling Class), and will be the
initial Operating Adviser.

      Except as may be set forth in the Pooling and Servicing Agreement, the
Operating Adviser will not have any rights under the applicable Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (other than limited notification
rights), but the Operating Adviser or controlling party under the Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (or any B Note thereunder) will
generally have similar rights to receive notification from that special servicer
in regard to certain actions and to advise the special servicer with respect to
those actions.

MORTGAGE LOAN MODIFICATIONS

      Subject to any restrictions applicable to REMICs, and to limitations
imposed by the Pooling and Servicing Agreement and any applicable intercreditor
agreement, the master servicer may amend any term (other than a Money Term) of a
mortgage loan, Serviced Companion Mortgage Loan or B Note that is not a
Specially Serviced Mortgage Loan and may extend the maturity date of any Balloon
Loan, other than a Specially Serviced Mortgage Loan, to a date not more than 60
days beyond the original maturity date.

      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, 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 Lock-out 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 result in a recovery to Certificateholders equal to or exceeding
the recovery to Certificateholders (or if the related mortgage loan relates to a
Serviced Companion Mortgage Loan or B Note, equal to or exceeding the recovery
to Certificateholders and the holders of such Serviced Companion Mortgage Loan
or B Note, as a collective whole) on a net present value basis, from liquidation
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 two years prior to the Rated Final
            Distribution Date or, in the case of an ARD Loan, five years prior
            to the Rated Final Distribution Date; or


                                      S-181



      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.

      Modifications that forgive principal or 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 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.

      The provisions in any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement regarding the modifications of the related Non-Serviced Mortgage Loan
are generally consistent with the terms of other comparably rated commercial
mortgage loan securitizations.

SALE OF DEFAULTED MORTGAGE LOANS

      The Pooling and Servicing Agreement grants to (a) the holder of the
certificates representing the greatest Percentage Interest in the Controlling
Class, (b) the special servicer, and (c) any mortgage loan seller with respect
to mortgage loans it originated (other than Wells Fargo Bank, National
Association), in that order, an option (the "Option") to purchase from the Trust
any defaulted mortgage loan, (other than a Non-Serviced Mortgage Loan that is
subject to a comparable option under a related pooling and servicing agreement)
that is at least 60 days delinquent as to any monthly debt service payment (or
is delinquent as to its Balloon Payment) (subject to the rights of any related
mezzanine note holder or B Note holder). The "Option Purchase Price" for a
defaulted mortgage loan will equal the fair value of such mortgage loan, as
determined by the special servicer. 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 the
special servicer or the holder of certificates representing the greatest
Percentage Interest in the Controlling Class or any of their affiliates then,
prior to the exercise of the Option, the trustee will be required to verify that
the Option Purchase Price equal to fair value.

      The Option is assignable to a third party by the holder of the Option, 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 B Note pursuant to a purchase option set forth in the related
intercreditor agreement.

      Additionally, each holder of a B Note or a mezzanine loan may have a
purchase Option with respect to defaulted mortgage loans under the related
intercreditor agreement.

FORECLOSURES

      The special servicer may at any time, with notification to and consent of
the Operating Adviser (or a B Note designee, if applicable) 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 sell the REO Property as soon as
practicable consistent with the requirement to maximize proceeds for


                                      S-182



all certificateholders (and with respect to any Serviced Companion Mortgage Loan
or B Note, for the holders of such loans) but in no event later than three 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 three 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 or earlier to the extent required to
comply with REMIC provisions.

      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, no REMIC will be taxable on
income received with respect to 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 under the Code. "Rents from real property"
do not include the portion of any rental based on the net profits derived by any
person from such property. 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 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 allocated to REMIC I or the Class
AW34 REMIC, such as a hotel, 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 or the Class AW34 REMIC
at the highest marginal federal corporate rate -- currently 35% -- and may also
be subject to state or local taxes. Any such taxes would be chargeable against
the related income for purposes of determining the amount of the 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 or the Class AW34 REMIC would result
in a greater recovery to 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 advisers 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 advisers 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, portions of the Trust will
be treated as "Tiered REMICs" as described in the prospectus. See "Federal
Income Tax Consequences--REMICS--Tiered REMIC Structures" in the


                                      S-183



prospectus. Three separate REMIC elections will be made with respect to
designated portions of the Trust 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"). Upon the issuance of the offered certificates,
Latham & Watkins LLP, counsel to the Depositor, 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 to them;

      o     ongoing compliance with any Non-Serviced Mortgage Loan Pooling and
            Servicing Agreement and other related documents and any amendments
            to them, and the continued qualification of the REMICs formed under
            those agreements; and

      o     compliance with any changes in the law, including any amendments to
            the Code or applicable Treasury Regulations adopted under the Code;

for federal income tax purposes, (1) each of REMIC I, REMIC II, REMIC III and
the Class AW34 REMIC will qualify as a REMIC under the Code; (2) the Residual
Certificates will represent (a) two separate classes of REMIC residual interests
evidencing the sole class of "residual interests" in each of REMIC I, and the
Class AW34 REMIC in the case of the Class R-1 Certificates, (b) the sole class
of "residual interests" in REMIC II in the case of the Class R-II Certificates,
and (c) the sole class of "residual interests" in REMIC III in the case of the
Class R-III Certificates; (3) the REMIC III Regular Certificates (other than the
beneficial interest of the Class P Certificates in the Excess Interest) will
evidence the "regular interests" in, and will be treated as debt instruments of,
REMIC III; (4) the Class AW34 Certificates will evidence the "regular interests"
in, and will be treated as debt instruments of, the Class AW34 REMIC; (5) the
Excess Interest Grantor Trust will be treated as a grantor trust for federal
income tax purposes; and (6) each Class P Certificate will represent both a
REMIC regular interest and a beneficial ownership of the assets of the Excess
Interest Grantor Trust.

      The offered certificates will be regular interests issued by REMIC III.
See "Federal Income Tax Consequences--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 ("REIT") in the same proportion that the assets in the REMIC
would be so treated. In addition, interest, including original issue discount,
if any, on the offered certificates will be interest described in Section
856(c)(3)(B) of the Code for a REIT 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 REMIC's assets are real estate 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). The offered certificates
will not qualify for the foregoing treatments to the extent the mortgage loans
are defeased with U.S. obligations.

      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 that the REMIC's assets consist of loans
secured by an interest in real property that is residential real property
(including multifamily properties and manufactured housing community properties
or other loans described in Section 7701(a)(19)(C)). However, if 95% or more of
the REMIC's assets are assets described in 7701(a)(19)(C)(i) through
7701(a)(19)(C)(x), then the entire


                                      S-184



offered certificates shall be treated as qualified property under
7701(a)(19)(C). See "Description of the Mortgage Pool" in this prospectus
supplement and "Federal Income Tax Consequences--REMICs" in the prospectus.

ORIGINAL ISSUE DISCOUNT AND PREMIUM

      One or more of the classes of offered certificates may be issued with more
than a de minimis amount of original issue discount. Whether any holder of any
Class of certificates will be treated as holding a certificate with amortizable
bond premium will depend on such Certificateholder's purchase price and the
distributions remaining to be made on such Certificate at the time of its
acquisition by such Certificateholder.

      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 Class of certificates issued with
amortizable bond premium should consult their tax advisers regarding the
possibility of making an election to amortize such premium. See "Federal Income
Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates " in
the prospectus.

      The prepayment assumption that will be used in determining the rate of
accrual of original issue discount, if any, and amortizable bond premium for
federal income tax purposes for all Classes of certificates issued by the Trust
will be a 0% CPR applied to each mortgage loan until its maturity; provided,
that any ARD Loan is assumed to prepay in full on such mortgage loan's
Anticipated Repayment Date. 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 AND YIELD MAINTENANCE CHARGES

      Prepayment Premiums or Yield Maintenance Charges actually collected on the
mortgage loans will be distributed to the holders of each Class of certificates
entitled to Prepayment Premiums or Yield Maintenance Charges 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 the 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. It
appears that Prepayment Premiums or Yield Maintenance Charges are treated as
ordinary income rather than capital gain. However, the timing and
characterization of such income is not entirely clear and Certificateholders
should consult their tax advisers 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, REMIC I, REMIC II, REMIC III, the Class AW34 REMIC and the
Excess Interest Grantor Trust 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 and Local Tax Considerations" in the
prospectus.


                                      S-185



                     CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

      The following discussion summarizes certain legal aspects of mortgage
loans secured by real property in New York, Virginia and California
(approximately 20.2%, 13.2% and 13.1% of the Initial Pool Balance, respectively)
that are general in nature. This summary does not purport to be complete and is
qualified in its entirety by reference to the applicable federal and state laws
governing the mortgage loans.

NEW YORK

      New York law requires a lender to elect either a foreclosure action or a
personal action against the borrower, and to exhaust the security under the
mortgage, or exhaust its personal remedies against the borrower, before it may
bring the other such action. The practical effect of the election requirement is
that lenders will usually proceed first against the security rather than
bringing personal action against the borrower. Other statutory provisions limit
any deficiency judgment against the former borrower following a judicial sale to
the excess of the outstanding debt over the fair market value of the property at
the time of the public sale. The purpose of these statutes is generally to
prevent a lender from obtaining a large deficiency judgment against the former
borrower as a result of low bids or the absence of bids at the judicial sale.

VIRGINIA

      Foreclosure of the lien of a deed of trust in Virginia typically and most
efficiently is accomplished by a non-judicial trustee's sale under a power of
sale provision in the deed of trust. Judicial foreclosure also can be, but
seldom is, used. In a non-judicial foreclosure, written notice to the borrower
and other lienholders of record and newspaper advertisement of the trustee's
sale, containing certain information, must be given for the time period
prescribed in the deed of trust, but subject to statutory minimums. After such
notice, the trustee may sell the real estate at public auction. The trustee is
agent for both the grantor and the beneficiary and is bound to act impartially
between them. The trustee can act only in a manner authorized by the express or
implied terms of the deed of trust, or in a manner expressly authorized by
statute. Under Virginia law, a foreclosure sale conducted in accordance with
applicable statutory provisions and the provisions of the deed of trust will not
be set aside because of inadequacy of price unless the price is so low as to
"shock the conscience" of a court sitting in equity. Although rarely used in
Virginia, in a judicial foreclosure, after notice to all interested parties, a
full hearing and judgment in favor of the lienholder, the court orders a
foreclosure sale to be conducted by a court-appointed commissioner in chancery
or other officer. In either type of foreclosure sale, upon consummation of the
foreclosure, the borrower has no right to redeem the property. A deficiency
judgment for a recourse loan may be obtained. Further, under Virginia law, under
certain circumstances and for certain time periods, a lienholder may petition
the court for the appointment of a receiver to collect, protect and disburse the
real property's rents and revenues, and otherwise to maintain and preserve the
real property, pursuant to the court's instructions. The decision to appoint a
receiver is solely within the court's discretion, regardless of what the deed of
trust provides.

CALIFORNIA

      Mortgage loans in California are generally secured by deeds of trust.
Foreclosure of a deed of trust may be accomplished by a non judicial trustee's
sale in accordance with the California Civil Code (so long as it is permitted
under a specific provision in the deed of trust) or by judicial foreclosure in
accordance with the California Code of Civil Procedure. Public notice of either
the trustee's sale or the judgment of foreclosure is given for a statutory
period of time, after which the mortgaged real estate may be sold by the
trustee, if foreclosed pursuant to the trustee's power of sale, or by a
court-appointed sheriff under a judicial foreclosure. Following a judicial
foreclosure sale, the borrower may, for a period of up to one year, redeem the
property; however, there is no redemption following a trustee's power of sale.
California's "one action rule" requires the lender to complete foreclosure of
all real estate security under the deed of trust in an attempt to satisfy the
full debt before bringing a personal action (if otherwise permitted) against the
borrower for recovery of the debt, except in certain cases involving
environmentally impaired real property where foreclosure of the real property is
not required before making a claim under the indemnity. Violations of such
statutes may result in the loss of some or all of the security under the
mortgage loan and a loss of the ability to sue for the debt. Other statutory
provisions in California limit any deficiency judgment (if otherwise permitted)
against the borrower following a judicial foreclosure to the amount by which the
indebtedness exceeds the fair value at the time of the public sale. Further,
once a property has been sold


                                      S-186



pursuant to a power of sale clause contained in a deed of trust (and in the case
of certain types of purchase money acquisition financings, under all
circumstances), the lender is precluded from seeking a deficiency judgment from
the borrower or, under certain circumstances, guarantors. On the other hand,
under certain circumstances, California law permits separate and even
contemporaneous actions against both the borrower and any guarantors. California
statutory provisions regarding assignments of rents and leases require that a
lender whose loan is secured by such an assignment must exercise a remedy with
respect to rents as authorized by statute in order to establish its right to
receive the rents after an event of default.

                          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. 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. ERISA and Section 4975 of the Code also prohibit
certain transactions between a Plan and Parties in Interest with respect to such
Plan. Governmental plans (as defined in Section 3(32) of ERISA) and most
non-U.S. plans as described by Section 4(b)(4) 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 AND PROHIBITED TRANSACTIONS

      Under Section 3(42) of ERISA and the U.S. Department of Labor ("DOL")
regulation located at 29 C.F.R. Section 2510.3-101, 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. If the assets of the Trust were deemed to constitute
Plan assets by reason of a Plan's investment in certificates, such Plan asset
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 the Depositor, the Underwriters, the master servicer, the
special servicer, any party responsible for the servicing and administration of
a Non-Serviced Mortgage Loan or any related REO property 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 servicer, 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 the Underwriters individual prohibited transaction
exemptions, which generally exempt from certain of the prohibited transaction
rules of ERISA and Section 4975 of the Code transactions relating to:


                                      S-187



      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 Exemptions.

The assets covered by the Exemptions include mortgage loans such as the mortgage
loans and fractional undivided interests in such loans.

      The Exemptions as applicable to the offered certificates (and as modified
by Prohibited Transaction Exemption 2002-41) set 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, S&P or DBRS;

      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, the Depositor, the master servicer, the special
            servicer, the Primary Servicer, any person responsible for servicing
            a Non-Serviced Mortgage Loan or any related REO property 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, or
            any affiliate of any of these parties;

      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 the Depositor 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 the 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. The Depositor expects that the
third 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 certificate.

      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 Exemptions and (b) that the specific and general conditions of
the Exemptions and the other requirements set forth in the Exemptions would be
satisfied. In addition to making its own determination as to the availability of
the exemptive relief provided in the Exemptions, the Plan fiduciary should
consider the availability of other prohibited transaction exemptions.

      Moreover, the Exemptions provide relief from certain self-dealing/conflict
of interest prohibited transactions, but only if, among other requirements:


                                      S-188



      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 Exemptions 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 Exemptions,
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 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 the Depositor,
the trustee, the paying agent and the 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 the Depositor, the trustee, the
paying agent or the master servicer 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
Exemptions, 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


                                      S-189



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, or
other purposes, or as to the ability of particular investors to purchase the
offered certificates under applicable legal investment restrictions. The
uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the offered certificates) may adversely affect the liquidity
of the offered certificates. Accordingly, all investors whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their own legal advisers 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 legality of the offered certificates and the material federal income
tax consequences of investing in the offered certificates will be passed upon
for the Depositor by Latham & Watkins LLP, New York, New York. Certain legal
matters with respect to the offered certificates will be passed upon for the
Underwriters by Latham & Watkins LLP, New York, New York. Certain legal matters
will be passed upon for Bear Stearns Commercial Mortgage, Inc. by Cadwalader,
Wickersham & Taft LLP, New York, New York, for Morgan Stanley Mortgage Capital
Holdings LLC by Latham & Watkins LLP, New York, New York, for Wells Fargo Bank,
National Association, in its capacity as sponsor and mortgage loan seller, by
Andrews Kurth LLP, for Wells Fargo Bank, National Association, in its capacity
as master servicer, by Sidley Austin LLP, New York, New York, for Principal
Commercial Funding II, LLC, by Dechert LLP, New York, New York, for Wells Fargo
Bank, National Association, in its capacity as paying agent, certificate
registrar and authenticating agent, by Kennedy Covington Lobdell & Hickman LLP,
and for LaSalle Bank National Association, by Kennedy Covington Lobdell &
Hickman LLP.


                                      S-190



                                     RATINGS

      It is a condition of the issuance of the offered certificates that they
receive the following credit ratings from Fitch, S&P and DBRS.

      CLASS                              FITCH      S&P      DBRS
      --------------------------------  -------  --------  ---------
      Class A-1.......................    AAA       AAA       AAA
      Class A-1A......................    AAA       AAA       AAA
      Class A-2.......................    AAA       AAA       AAA
      Class A-3.......................    AAA       AAA       AAA
      Class A-AB......................    AAA       AAA       AAA
      Class A-4.......................    AAA       AAA       AAA
      Class A-M.......................    AAA       AAA       AAA
      Class A-J.......................    AAA       AAA       AAA

      It is expected that each of the Rating Agencies identified above will
perform ratings surveillance with respect to its ratings for so long as the
offered certificates remain outstanding except that a Rating Agency may stop
performing ratings surveillance at any time, if, among other reasons, that
Rating Agency does not have sufficient information to allow it to continue to
perform ratings surveillance on the certificates. The Depositor has no ability
to ensure that the Rating Agencies perform ratings surveillance. Fees for such
ratings surveillance have been prepaid by the Depositor. 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. That date is the first Distribution Date
that follows, by at least 60 months, the maturity date of the ARD Loan that, as
of the Cut-off Date, has the latest final maturity date. 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, any 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. A security rating does
not represent any assessment of the yield to maturity that investors may
experience. In general, the ratings thus address credit risk and not prepayment
risk.

      There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any Class of
the offered certificates 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 the Depositor to do so may be lower than the ratings assigned
to such Class at the request of the Depositor.


                                      S-191



                                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.

      "A Note" means, with respect to any A/B Mortgage Loan, the mortgage note
(or notes) included in the Trust.

      "A/B Mortgage Loan" means the PCFII A/B Mortgage Loans, the Fairfield Inn
Wilmington A/B Mortgage Loan or any mortgage loan serviced under the Pooling and
Servicing Agreement that is divided into a senior mortgage note(s) and a
subordinated mortgage note, one or more of which senior mortgage note(s) is
included in the Trust. References in this prospectus supplement to an A/B
Mortgage Loan shall be construed to refer to the aggregate indebtedness under
the related A Note and the related B Note.

      "Accrued Certificate Interest" means, in respect of each Class of
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 the master servicer, the
trustee, the paying agent, the Depositor, MSMCH, BSCMI, PCFII, Wells Fargo Bank,
or any Underwriter that services any of the mortgage loans and each person that
is not an affiliate of the master servicer, the trustee, the paying agent, the
Depositor, MSMCH, BSCMI, PCFII, Wells Fargo Bank 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 related Master
Servicing Fee Rate, the Excess Servicing Fee Rate, the Primary Servicing Fee
Rate, and the Trustee Fee Rate set forth in the Pooling and Servicing Agreement
(and in the case of a Non-Serviced Mortgage Loan, the applicable Pari Passu Loan
Servicing Fee Rate, respectively) for any month (in each case, expressed as a
per annum rate) for any mortgage loan in such month, and is set forth in
Appendix II and Appendix III.

      "Advance Rate" means a rate equal to the "Prime Rate" as reported in The
Wall Street Journal from time to time.

      "Advances" means Servicing Advances and P&I Advances, collectively.

      "Annual Report" means a report for each mortgage loan based on the most
recently available year-end financial statements and most recently available
rent rolls 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 not later than the earliest of the following:


                                      S-192



o     the date 120 days after the occurrence of any delinquency in payment with
      respect to a mortgage loan, Loan Pair or A/B Mortgage Loan 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 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,
      Loan Pair or A/B Mortgage Loan, other than an extension of the date that a
      Balloon Payment is due for a period of less than six months from the
      original due date of such Balloon Payment; and

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 that is equal to the excess, if any, of:

      the sum of:

o     the Scheduled Principal Balance of such mortgage loan, Loan Pair or A/B
      Mortgage Loan or in the case of an REO Property, the related REO mortgage
      loan, less the principal amount of certain guarantees and surety bonds and
      any undrawn letter of credit or debt service reserve, if applicable, that
      is then securing such mortgage loan or Loan Pair;

o     to the extent not previously advanced by the master servicer or the
      trustee, all accrued and unpaid interest on the mortgage loan, Loan Pair
      or A/B Mortgage Loan at a per annum rate equal to the applicable mortgage
      rate;

o     all related unreimbursed Advances and interest on such Advances at the
      Advance Rate, and, to the extent applicable, all Advances that were made
      on a mortgage loan, Loan Pair or A/B Mortgage Loan on or before the date
      such mortgage loan, Loan Pair or A/B Mortgage Loan became a Rehabilitated
      Mortgage Loan that have since been reimbursed to the advancing party by
      the Trust out of principal collections but not by the related mortgagor;
      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 the
      master 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 full amount of any escrows held by or on behalf of the
      trustee as security for the mortgage loan, Loan Pair or A/B Mortgage Loan
      (less the estimated amount of obligations anticipated to be payable in the
      next twelve months to which such escrows relate).

In the case of any Serviced Pari Passu Mortgage Loan, any Appraisal Reduction
will be calculated in respect of the Serviced Pari Passu Mortgage Loan and the
related Serviced Companion Mortgage Loan and then allocated pro rata between the
Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan
according to their respective principal balances. In the case of any A/B
Mortgage Loan, any Appraisal Reduction will be calculated in respect of such A/B
Mortgage Loan taken as a whole and any such Appraisal Reduction will be
allocated first to the related B Note and then allocated to the related A Note.
In the case of any Non-Serviced Mortgage Loan, any Appraisal Reduction will be
calculated in accordance with the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.


                                      S-193



      "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 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.

      "Available Distribution Amount" means in general, for any Distribution
Date:

      (1)   all amounts on deposit in the Certificate Account as of the business
            day preceding the related Distribution Date that represent payments
            and other collections on or in respect of the mortgage loans (other
            than the 330 West 34th Street Mortgage Loan) and any REO Properties
            that were received by the master servicer or the special servicer
            through the end of the related Collection Period, exclusive of any
            portion 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 attributable to Expense Losses and amounts payable to
                  the master servicer, the special servicer, the Primary
                  Servicer, the trustee and the paying agent as compensation or
                  in reimbursement of outstanding Advances or as Excess
                  Servicing Fees);

            o     amounts deposited in the Certificate Account in error;

            o     if such Distribution Date occurs during January, other than a
                  leap year, or February of any year, the Interest Reserve
                  Amounts of one day's interest with respect to the Interest
                  Reserve Loans to be deposited into the Interest Reserve
                  Account;

            o     in the case of the REO Property related to an A/B Mortgage
                  Loan or Loan Pair, all amounts received with respect to such
                  A/B Mortgage Loan or Loan Pair, as applicable, that are
                  required to be paid to the holder of the related B Note or
                  Serviced Companion Mortgage Loan pursuant to the terms of the
                  related B Note or Serviced Companion Mortgage Loan and the
                  related intercreditor agreement; and

            o     any portion of such amounts payable to the holders of any
                  Serviced Companion Mortgage Loan or B Note;


                                      S-194



      (2)   to the extent not already included in clause (1), any P&I Advances
            made and any Compensating Interest Payment paid with respect to such
            Distribution Date on the mortgage loans (other than the 330 West
            34th Street Mortgage Loan); and

      (3)   if such Distribution Date occurs during March of any year or on the
            final Distribution Date, the aggregate of the Interest Reserve
            Amounts then on deposit in the Interest Reserve Account with respect
            to the mortgage loans (other than the 330 West 34th Street Mortgage
            Loan).

      "B Note" means, with respect to any A/B Mortgage Loan, any related
subordinated Mortgage Note not included in the Trust, which is subordinated in
right of payment to the related A Note to the extent set forth in the related
intercreditor agreement.

      "Balloon Loans" means mortgage loans 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 outstanding principal
balance as of the Cut-Off Date 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 previously prepaid.

      "Balloon LTV" - See "Balloon LTV Ratio."

      "Balloon LTV Ratio" or "Balloon LTV" means the ratio, expressed as a
percentage, of (a) (i) 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, (ii) in the case of an ARD Loan, the principal balance on its related
Anticipated Repayment Date to (b) 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 the Balloon Loans, the principal
payments and scheduled interest due and payable on the relevant maturity dates.

      "Bankruptcy Code" means, the federal Bankruptcy Code, Title 11 of the
United States Code, as amended.

      "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 used in calculating the Prepayment Premium or Yield Maintenance Charge with
respect to the Principal Prepayment (or the current Discount Rate if not used in
such calculation) and (B) whose denominator is the difference between (i) the
mortgage rate on the related mortgage loan and (ii) the Discount Rate used in
calculating the Prepayment Premium or Yield Maintenance Charge with respect to
that Principal Prepayment (or the current Discount Rate if not used in such
calculation), provided, however, that under no circumstances will the Base
Interest Fraction be greater than one. If the Discount Rate referred to above is
greater than or equal to the mortgage rate on the related mortgage loan, then
the Base Interest Fraction will equal zero; provided, however, that if the
Discount Rate referred to above is greater than or equal to the mortgage rate on
the related mortgage loan, but is less than the Pass-Through Rate on that Class
of certificates, then the Base Interest Fraction shall be equal to 1.0.

      "BSCMI" means Bear Stearns Commercial Mortgage, Inc.

      "BSCMI Loans" means the mortgage loans that were originated or purchased
by BSCMI or an affiliate of BSCMI.

      "Cameron Apartments A/B Mortgage Loan" means the Cameron Apartments
Mortgage Loan and the Cameron Apartments B Note.

      "Cameron Apartments B Note" means, with respect to the Cameron Apartments
Mortgage Loan, the related B Note.


                                      S-195



      "Cameron Apartments Mortgage Loan" means Mortgage Loan No. 111.

      "Certificate Account" means one or more separate accounts established and
maintained by the master servicer, the Primary Servicer or any sub-servicer on
behalf of the 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.

      "Certificateholder" or "Holder" means an entity in whose name a
certificate is registered in the certificate registrar.

      "Certificate Group 1 Principal Distribution Amount" means, for any
Distribution Date, an amount equal to the lesser of (A) the sum of (i) the
portion of the Principal Distribution Amount for such Distribution Date
attributable to Loan Group 1, and (ii) on or after the Distribution Date on
which the aggregate Certificate Balance of the Class A-1A Certificates has been
reduced to zero, the portion of the Principal Distribution Amount attributable
to Loan Group 2 (net of any portion thereof that is distributable on that
Distribution Date to the holders of the Class A-1A Certificates), and (B) the
Aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-AB
and Class A-4 Certificates outstanding immediately before such Distribution
Date.

      "Certificate Owner" means an entity acquiring an interest in an offered
certificate.

      "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-3 Certificates, the
Class A-AB Certificates and the Class A-4 Certificates.

      "Clearstream Bank" means Clearstream Bank, societe anonyme.

      "Closing Date" means on or about July 31, 2007.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "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, an
amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of the mortgage loans other than Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such mortgage loans (but not including the 330 West 34th Street Mortgage Loan,
any B Note, Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage
Loan) or (y) to the extent that the master servicer did not apply the proceeds
from involuntary Principal Prepayments in accordance with the terms of the
related mortgage loan documents, involuntary Principal Prepayments during the
related Collection Period over (ii) the aggregate of Prepayment Interest
Excesses incurred in respect of the mortgage loans resulting from Principal
Prepayments on the mortgage loans (but not including the 330 West 34th Street
Mortgage Loan, any B Note, Non-Serviced Companion Mortgage Loan or Serviced
Companion Mortgage Loan) during the same Collection Period, and (B) the
aggregate of 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 including REO Properties (but not including
any the 330 West 34th Street Mortgage Loan, any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan), plus any investment income
earned on the amount prepaid prior to such Distribution Date.


                                      S-196



      "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 of such proceedings 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)
its related B Note or Serviced Companion Mortgage Loan. With respect to the
mortgaged property or properties securing any Non-Serviced Mortgage Loan or
Non-Serviced Companion Mortgage Loan, only the portion of such amounts payable
to the holder of the related Non-Serviced Mortgage Loan will be included in
Condemnation Proceeds, and with respect to the mortgaged property or properties
securing any Loan Pair or A/B Mortgage Loan, only an allocable portion of such
Condemnation Proceeds will be distributable to the Certificateholders.

      "Constant Default Rate" or "CDR" means a rate that represents an assumed
constant rate of default each month, which is expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such mortgage loans. CDR does not purport to be either an
historical description of the default experience of any pool of mortgage loans
or a prediction of the anticipated rate of default of any mortgage loans,
including the mortgage loans underlying the certificates.

      "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 an 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
Subordinate Certificates.

      "CPR" - See "Constant Prepayment Rate" above.

      "Cut-off Date" means July 1, 2007. For purposes of the information
contained in this prospectus supplement (including the appendices to this
prospectus supplement), Scheduled Payments due in July 2007 with respect to
mortgage loans not having Due Dates on the first of each month have been deemed
received on July 1, 2007, not the actual day which such Scheduled Payments were
due.

      "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. 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 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.

      "Cut-off Date LTV" - See "Cut-off Date Loan-to-Value."

      "DBRS" means Dominion Bond Rating Service, Inc.

      "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 current debt service payable under that
mortgage loan, whether or not the mortgage loan has an interest-only period that
has not expired as of the


                                      S-197



Cut-Off Date. See "Description of the Mortgage Pool--Additional Mortgage Loan
Information" in this prospectus supplement.

      "Debt Service Coverage Ratio Post IO Period" or "DSCR Post 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 same manner as DSCR
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. See
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement.

      "Depositor" means Morgan Stanley Capital I Inc.

      "Determination Date" means the 7th day of each month, 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 certificates for any Distribution Date, the sum of:

o     Accrued Certificate Interest in respect of such Class or Classes of
      certificates for such Distribution Date, reduced (to not less than zero)
      by:

            o     any Net Aggregate Prepayment Interest Shortfalls allocated to
                  such Class or Classes for such Distribution Date; and

            o     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 or Classes in accordance with the terms of the
                  Pooling and Servicing Agreement; plus

o     the portion of the Distributable Certificate Interest Amount for such
      Class or Classes remaining unpaid as of the close of business on the
      preceding Distribution Date; plus

o     if the aggregate Certificate Balance is reduced because of a diversion of
      principal as a result of the reimbursement of non-recoverable Advances out
      of principal in accordance with the terms of the Pooling and Servicing
      Agreement, and there is a subsequent recovery of amounts applied by the
      master servicer as recoveries of principal, then an amount generally equal
      to 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 will accrue from the
      date that the related Realized Loss is allocated through the end of the
      Interest Accrual Period related to the Distribution Date on which such
      amounts are subsequently recovered.

      "Distribution Account" means the distribution account maintained by the
paying agent, in accordance with the Pooling and Servicing Agreement.

      "Distribution Date" means the 4th business day after the related
Determination Date.

      "Document Defect" means that a mortgage loan 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 DOL, 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).


                                      S-198



      "DSCR" - See "Debt Service Coverage Ratio."

      "DTC" means The Depository Trust Company.

      "Due Dates" means dates upon which the related Scheduled Payments are due
under the terms of the related mortgage loans or any B Note or Serviced
Companion Mortgage Loan.

      "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company (A)
whose commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated at least "A-1" by S&P, "F-1" by Fitch, and
"R-1(middle)" by DBRS or, if not rated by DBRS, an equivalent rating such as
those listed above by at least two nationally recognized statistical rating
organizations (which may include S&P, Fitch and/or Moody's), in the case of
accounts in which funds are to be held for 30 days or less or (B) whose
long-term unsecured debt obligations are rated at least "AA-" by S&P (or "A-" if
the short-term unsecured debt obligations are rated at least "A-1" by S&P), at
least "AA-" by Fitch (or "A-" by Fitch so long as the short-term deposit
unsecured debt obligations are rated not less than "F-1" by Fitch), and at least
"A(high)" by DBRS (or if not rated by DBRS, an equivalent rating (such as those
listed above for Fitch and S&P) by at least two nationally recognized
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
if the deposits are to be held in the account more than 30 days, or (ii) a
segregated trust account or accounts maintained in the trust department of the
trustee or the paying agent or other financial institution having a combined
capital and surplus of at least $50,000,000 and subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), or (iii) an account or accounts of a depository
institution acceptable to each Rating Agency, as evidenced by confirmation that
the use of any such account as the Certificate Account or the Distribution
Account will not cause a downgrade, withdrawal or qualification of the then
current ratings of any Class of certificates. Notwithstanding anything in the
foregoing to the contrary, an account shall not fail to be an Eligible Account
solely because it is maintained with Wells Fargo Bank, National Association,
each a wholly-owned subsidiary of Wells Fargo & Co., provided that such
subsidiary's or its parent's (A) commercial paper, short-term unsecured debt
obligations or other short-term deposits are at least "A-1" in the case of S&P,
"F-1" in the case of Fitch and "R-1(middle)" in the case of DBRS (or, if not
rated by DBRS, an equivalent rating (such as those listed above for Fitch and
S&P) by at least two nationally recognized statistical rating organizations
(which may include S&P, Fitch and/or Moody's)), if the deposits are to be held
in the account for 30 days or less, or (B) long-term unsecured debt obligations
are rated at least "AA-" (or "A-" if the short-term unsecured debt obligations
are rated at least "A-1") in the case of S&P, at least "A+" in the case of
Fitch, and at least "AA(low)" in the case of DBRS (or, if not rated by DBRS, an
equivalent rating (such as those listed above for Fitch and S&P) by at least two
nationally recognized statistical rating organizations (which may include S&P,
Fitch and/or Moody's)), if the deposits are to be held in the account for more
than 30 days.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Escrow Account" means one or more custodial accounts established and
maintained by the master servicer (or the Primary Servicer on its behalf)
pursuant to the Pooling and Servicing Agreement.

      "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.

      "Event of Default" means, with respect to the master servicer under the
Pooling and Servicing Agreement, any one of the following events:

o     any failure by the master servicer to remit to the paying agent any
      payment required to be remitted by the master servicer under the terms of
      the Pooling and Servicing Agreement, including any required Advances;

o     any failure by the master servicer to make a required deposit to the
      Certificate Account which continues unremedied for one business day
      following the date on which such deposit was first required to be made;

o     any failure on the part of the master servicer duly to observe or perform
      in any material respect any other of the duties, covenants or agreements
      on the part of the master servicer contained in the Pooling and Servicing
      Agreement (other than with respect to the duties described under
      "Description of the Offered Certificates - Evidence as to Compliance" in
      this prospectus supplement or certain other reporting duties imposed on it
      for


                                      S-199



      purposes of compliance with Regulation AB and the Securities Exchange Act
      of 1934, which the failure to perform may be an Event of Default in
      accordance with the last paragraph of this definition of Event of
      Default), 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 master servicer by the Depositor or
      the trustee; provided, however, that if the master servicer certifies to
      the trustee and the Depositor that the master servicer is in good faith
      attempting to remedy such failure, such cure period will be extended to
      the extent necessary to permit the 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 the 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 the
      master servicer by the Depositor or the trustee, provided, however, that
      if the master servicer certifies to the trustee and the Depositor that the
      master servicer is in good faith attempting to remedy such breach, such
      cure period 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 the master
      servicer and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 days;

o     the 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 the master servicer or of or
      relating to all or substantially all of its property;

o     the 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     the master servicer is removed from S&P's Select Servicer List as a U.S.
      Commercial Mortgage Master Servicer and is not reinstated within 60 days;

o     the trustee shall receive notice from Fitch or DBRS to the effect that the
      continuation of the master servicer in such capacity would result in the
      downgrade, qualification or withdrawal of any rating then assigned by
      Fitch or DBRS, as applicable, to any Class of certificates; or

o     the master servicer has been downgraded to a servicer rating level below
      CMS3, or its then equivalent, by Fitch.

      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 Securities Exchange Act of 1934 or the failure of the
Master Servicer to terminate certain of those parties for such failures, will
constitute an event of default that entitles the Depositor or another party to
terminate that defaulting 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 interest accrued on
such mortgage loan at the Revised Rate over interest accrued on such mortgage
loan at 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).


                                      S-200



      "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 Pool.

      "Excess Liquidation Proceeds" means the excess of (i) proceeds from the
sale or liquidation of a mortgage loan or related REO Property, net of expenses
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 an A/B Mortgage Loan, a prepayment in full had been made with respect
to both the related A Note and B Note or, in the case of an REO Property related
to a Loan Pair, a prepayment in full had been made with respect to both the
Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan) on
the date such proceeds were received plus accrued and unpaid interest with
respect to that mortgage loan and any and all expenses with respect to that
mortgage loan. In the case of a Serviced Pari Passu Mortgage Loan, Excess
Liquidation Proceeds means only the pro rata share of such proceeds that are
allocable to the Trust.

      "Excess Servicing Fee" means an additional fee payable to Wells Fargo that
accrues at the Excess Servicing Fee Rate, which is assignable and
non-terminable.

      "Excess Servicing Fee Rate" means an amount per annum which is payable
each month with respect to certain mortgage loans in connection with the Excess
Servicing Fee. The Excess Servicing Fee Rate will range, on a loan-by-loan
basis, from 0.00% per annum to 0.03% per annum.

      "Exemptions" means the individual prohibited transaction exemptions
relating to pass-through certificates and the operation of asset pool investment
trusts granted by the DOL to the Underwriters, as amended.

      "Expense Losses" means, among other things:

      o     any interest paid to the master servicer, special servicer or the
            trustee in respect of unreimbursed Advances on the mortgage loans;

      o     all Special Servicer Compensation payable to the special servicer
            from amounts that are part of the Trust;

      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 the Depositor, the
            master servicer, the special servicer, the Primary 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, rating agency fees not
            recovered from the borrower, amounts expended on behalf of the Trust
            to remediate an adverse environmental condition 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.

      "Fairfield Inn Wilmington A/B Mortgage Loan" means the Fairfield Inn
Wilmington Mortgage Loan and the Fairfield Inn Wilmington B Note.

      "Fairfield Inn Wilmington B Note" means, with respect to the Fairfield Inn
Wilmington Mortgage Loan, the related B Note.

      "Fairfield Inn Wilmington Intercreditor Agreement" means the
intercreditor agreement, between the initial holder of the Fairfield Inn
Wilmington Mortgage Loan and the initial holder of the Fairfield Inn Wilmington
B Note.

      "Fairfield Inn Wilmington Mortgage Loan" means Mortgage Loan No. 110.


                                      S-201



      "Financial Market Publishers" means TREPP, LLC, Bloomberg L.P. and Intex
Solutions, Inc., or any successor entities thereof.

      "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.

      "Initial Loan Group 1 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 1, or $2,434,944,951.

      "Initial Loan Group 2 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 2, or $287,920,070.

      "Initial Pool Balance" means the aggregate Cut-off Date Balance of
$2,722,865,021.

      "Initial Rate" means, with respect to any mortgage loan, the mortgage rate
in effect as of the Cut-off Date for such mortgage loan.

      "Insurance Proceeds" means all amounts paid by an insurer under an
insurance policy in connection with a mortgage loan, Serviced Companion Mortgage
Loan or B Note, other than amounts required to be paid to the related borrower
pursuant to law. With respect to the mortgaged property or properties securing
any Non-Serviced Mortgage Loan, only the portion of such amounts payable to the
holder of the related Non-Serviced Mortgage Loan will be included in Insurance
Proceeds, and with respect to the mortgaged property or properties securing any
Loan Pair or A/B Mortgage Loan, only an allocable portion of such Insurance
Proceeds will be distributable to the Certificateholders.

      "Interest Accrual Period" means, for each class of REMIC III Regular
Certificates and each Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.

      "Interest Only Certificates" means the Class X Certificates.

      "Interest Reserve Account" means an account that the master servicer has
established and will maintain for the benefit of the holders of the
certificates.

      "Interest Reserve Amount" means all amounts deposited in the Interest
Reserve Account with respect to Scheduled Payments due in any applicable January
and February.

      "Interest Reserve Loan" - See "Non-30/360 Loan" below.

      "Lennox Town Center A/B Mortgage Loan" means the Lennox Town Center
Mortgage Loan and the Lennox Town Center B Note.

      "Lennox Town Center B Note" means, with respect to the Lennox Town Center
Mortgage Loan, the related B Note.

      "Lennox Town Center Mortgage Loan" means Mortgage Loan No. 31.

       "Liquidation Fee" means 1.00% of the related Liquidation Proceeds and/or
any Condemnation Proceeds and Insurance Proceeds received by the Trust in
connection with a Specially Serviced Mortgage Loan or related REO Property (net
of any expenses). For the avoidance of doubt, a Liquidation Fee will be payable
in connection with a repurchase of an A Note by the holder of the related B Note
only to the extent set forth in the related intercreditor agreement.

      "Liquidation Proceeds" means proceeds from the sale or liquidation
(provided that for the purposes of calculating Liquidation Fees, Liquidation
Proceeds shall not include any proceeds from a repurchase of a mortgage


                                      S-202



loan by a mortgage loan seller due to a Material Breach of a representation or
warranty or Material Document Defect) of a mortgage loan, Serviced Companion
Mortgage Loan or B Note or related REO Property, net of liquidation expenses.
With respect to the mortgaged property or properties securing any Non-Serviced
Mortgage Loan, only the portion of such amounts payable to the holder of the
related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds, and
with respect to the mortgaged property or properties securing any Loan Pair or
A/B Mortgage Loan, only an allocable portion of such Liquidation Proceeds will
be distributable to the Certificateholders.

      "Loan Group" means Loan Group 1 or Loan Group 2, as applicable.

      "Loan Group 1" means that distinct loan group consisting of one hundred
ninety-seven (197) mortgage loans, representing 89.4% of the Initial Pool
Balance, comprised of all of the mortgage loans other than twenty-three (23)
mortgage loans that are secured by multifamily properties and five (5) mortgage
loans that are secured by manufactured housing community properties.

      "Loan Group 2" means that distinct loan group consisting of twenty-eight
(28) mortgage loans, representing 10.6% of the Initial Pool Balance (and
representing approximately 95.6% of the Initial Pool Balance of all the mortgage
loans secured by multifamily and manufactured housing community properties),
comprised of twenty-three (23) mortgage loans that are secured by multifamily
properties and five (5) mortgage loans that are secured by manufactured housing
community properties.

      "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the related
Serviced Companion Mortgage Loan, collectively.

      "Lock-out Period" means the period during which voluntary Principal
Prepayments are prohibited.

      "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, based on the Master
Servicing Fee Rate, to which the master servicer is entitled in compensation for
servicing the mortgage loans, any Serviced Companion Mortgage Loan and any B
Note (other than the PCFII B Notes).

      "Master Servicing Fee Rate" means the rate per annum payable each month
with respect to a mortgage loan (other than, in certain cases, the Non-Serviced
Mortgage Loans), any Serviced Companion Mortgage Loan and any B Note in
connection with the Master Servicing Fee as set forth in the Pooling and
Servicing Agreement. The Master Servicing Fee Rate for Wells Fargo Bank,
National Association will range, on a loan-by-loan basis, from 0.01% per annum
to 0.02% per annum.

      "Material Breach" means a breach of any of the representations and
warranties that (a) materially and adversely affects the interests of the
holders of the certificates in the related mortgage loan, or (b) both (i) the
breach 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) the Document Defect
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.

      "Money Term" means, with respect to any mortgage loan, Serviced Companion
Mortgage Loan or B Note, the stated maturity date, mortgage rate, principal
balance, amortization term or payment frequency or any provision of the mortgage
loan requiring the payment of a Prepayment Premium or Yield Maintenance Charge
(but does not include late fee or default interest provisions).


                                      S-203



      "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), 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); and

      o     when relevant, the related ground lease or a copy of it.

      "Mortgage Loan Purchase Agreement" means each of the agreements entered
into between the Depositor and the respective mortgage loan seller, as the case
may be.

      "Mortgage Pool" means the two hundred twenty-five (225) mortgage loans
with an aggregate principal balance, as of the Cut-off Date, of approximately
$2,722,865,021, which may vary on the Closing Date by up to 5%.

      "MSMCH" means Morgan Stanley Mortgage Capital Holdings LLC,
successor-in-interest by merger to Morgan Stanley Mortgage Capital Inc.

      "MSMCH Loans" means the mortgage loans that were originated or purchased
by MSMCH.

      "Net Aggregate Prepayment Interest Shortfall" means, for the related
Distribution Date, the aggregate of all Prepayment Interest Shortfalls incurred
in respect of the mortgage loans (excluding the 330 West 34th Street Mortgage
Loan) other than 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 the master servicer.

      "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 III 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 net interest actually accrued (exclusive
of default interest or Excess Interest). However, with respect to each
Non-30/360 Loan:


                                      S-204



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 will be adjusted to take into account the
      applicable one day's interest included in the 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 (or January 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
(and in the case of residential cooperative mortgage loans, assuming that the
property was operated as a rental property), 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-Serviced Companion Mortgage Loan" means a loan not included in the
Trust that is generally payable on a pari passu basis with the related
Non-Serviced Mortgage Loan. There are no Non-Serviced Companion Mortgage Loans
related to the Trust.

      "Non-Serviced Mortgage Loan" means a mortgage loan included in the Trust
but serviced under another agreement. There are no Non-Serviced Mortgage Loans
related to the Trust.

      "Non-Serviced Mortgage Loan B Note" means any related note subordinate in
right of payment to a Non-Serviced Mortgage Loan. There are no Non-Serviced
Mortgage Loan B Notes related to the Trust.

      "Non-Serviced Mortgage Loan Group" means a loan group comprised of
Non-Serviced Mortgage Loans, Non-Serviced Companion Mortgage Loans, and/or
Non-Serviced Mortgage Loan B Notes. There are no Non-Serviced Mortgage Loan
Groups related to the Trust.

      "Non-Serviced Mortgage Loan Master Servicer" means the applicable "master
servicer" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement. There are no Non-Serviced Mortgage Loan Master Servicers related to
the Trust.

      "Non-Serviced Mortgage Loan Mortgage" means the mortgage securing a
Non-Serviced Mortgage Loan. There are no Non-Serviced Mortgage Loan Mortgages
related to the Trust.

      "Non-Serviced Mortgage Loan Pooling and Servicing Agreement" means a
pooling and servicing agreement under which a Non-Serviced Mortgage Loan is
serviced. There are no Non-Serviced Mortgage Loan Pooling and Servicing
Agreements related to the Trust.

      "Non-Serviced Mortgage Loan Special Servicer" means the applicable
"special servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement. There are no Non-Serviced Mortgaged Loan Special Servicers
related to the Trust.

      "Non-Serviced Mortgage Loan Trustee" means the applicable "trustee" under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. There
are no Non-Serviced Mortgage Loan Trustees related to the Trust.

      "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 twelve
30-day months.


                                      S-205



      "Notional Amount" means the notional principal amount of the Class X
Certificates, which will be based upon the outstanding principal balance of the
Principal Balance Certificates outstanding from time to time; provided that, for
the avoidance of doubt the notional amount of the Class X Certificates will not
include the outstanding principal balance of the Class AW34 Certificates.

      "OID" means original issue discount.

      "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; provided, that, with respect to an A/B Mortgage
Loan, a holder of the related B Note, will, to the extent set forth in the
related intercreditor agreement, instead be entitled to the rights and powers
granted to the Operating Adviser under the Pooling and Servicing Agreement to
the extent such rights and powers relate to the related A/B Mortgage Loan (but
only so long as the holder of the related B Note is the directing holder or
controlling holder, as defined in the related Intercreditor Agreement). The
initial Operating Adviser will be Centerline REIT Inc. (formerly known as 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 Payment (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 Balloon
Payment, advanced on the mortgage loans that are delinquent as of the close of
business on the preceding Determination Date.

      "Pari Passu Loan Servicing Fee" means the monthly amount, based on the
Pari Passu Loan Servicing Fee Rate, paid as compensation for the servicing of
the applicable Non-Serviced Mortgage Loan. There are no Pari Passu Loan
Servicing Fees related to the Trust.

      "Pari Passu Loan Servicing Fee Rate" means the servicing fee rate
applicable to any Non-Serviced Mortgage Loan pursuant to its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement. There are no Pari
Passu Loan Servicing Fee Rates related to the Trust.

      "Participants" means DTC's participating organizations.

      "Parties in Interest" means persons who have specified relationships to
Plans ("parties in interest" under 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 Residual Certificates) accrues interest.

      "PCFII" means Principal Commercial Funding II, LLC.

      "PCFII Loans" means the mortgage loans that were originated for PCFII by
its affiliates.

      "PCFII A/B Mortgage Loans" means each of the Cameron Apartments A/B
Mortgage Loan and Lennox Town Center A/B Mortgage Loan.

      "PCFII B Notes" means each of the Cameron Apartments B Note and the Lennox
Town Center B Note.

      "PCFII Change of Control Event" means, with respect to each PCFII A/B
Mortgage Loan, as of any date of determination if (a) (i) the initial unpaid
principal balance of the related PCFII B Note minus (ii) the sum of (x) any
Scheduled Payments or prepayments of principal allocated to, and received on,
such PCFII B Note, (y) any Appraisal Reduction amount in effect as of such date
of determination and allocable to such PCFII B Note and (z) any realized losses
allocated to such PCFII B Note is less than (b) 25% of the difference between
(x) the initial unpaid principal balance of such PCFII B Note and (y) any
Scheduled Payments or prepayments of principal allocated to, and received on,
such PCFII B Note.


                                      S-206



      "PCFII Intercreditor Agreement" means each of the intercreditor
agreements, between the initial holder of the applicable PCFII Mortgage Loan and
the initial holder of the related PCFII B Note.

      "PCFII Mortgage Loans" means each of the Cameron Apartments Mortgage Loan
and the Lennox Town Center Mortgage Loan.

      "Penetration" means, with respect to a hotel mortgaged property, the ratio
between the hotel's operating results and the corresponding data for the market.
If the penetration factor is greater than 100%, then the hotel is performing at
a level above the competitive market; conversely, if the penetration is less
than 100%, the hotel is performing at a level below the competitive market.

      "Percentage Interest" will equal, as evidenced by any 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 of the certificate,
and the denominator of which is equal to the initial aggregate Certificate
Balance or Notional Amount, as the case may be, of such Class.

      "Percent Leased" means the percentage of square feet or units, as the case
may be, of a mortgaged property that was occupied or leased or, in the case of
hospitality properties, average units so occupied over a specified period, as of
a specified date (identified on Appendix II to this prospectus supplement as the
"Percent Leased as of Date"), as specified by the borrower or as derived from
the mortgaged property's rent rolls, operating statements or appraisals or as
determined by a site inspection of such mortgaged property. Such percentage
includes tenants which have executed a lease to occupy such mortgaged property
even though the applicable tenant has not taken physical occupancy.

      "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 earlier of the discovery by the related mortgage loan
seller or 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.

      "Planned Principal Balance" means, for any Distribution Date, the balance
shown for such Distribution Date in the table set forth in Schedule A to this
prospectus supplement.

      "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 July 1, 2007, between Morgan Stanley Capital I Inc., as
depositor, Wells Fargo Bank, National Association, as master servicer,
Centerline Servicing Inc. (formerly known as ARCap Servicing, Inc.), as special
servicer, LaSalle Bank National Association, as trustee and custodian and Wells
Fargo 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 or a 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 Balloon
Payment that exceeds the corresponding amount of interest accruing on the
certificates. The amount of the Prepayment Interest Excess in


                                      S-207



any such case will generally equal the interest that accrues on the mortgage
loan from such Due Date to the date such payment was made, net of the Trustee
Fee, the Master Servicing Fee, the Primary Servicing Fee, the Pari Passu Loan
Servicing Fee (in the case of any Non-Serviced Mortgage Loan), the Excess
Servicing Fee and, if the related mortgage loan is a Specially Serviced Mortgage
Loan, net of the Special Servicing Fee.

      "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 (or a 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 Pari Passu Loan Servicing Fee (in
the case of any Non-Serviced Mortgage Loan) and the Trustee Fee that accrues on
the amount of such Principal Prepayment or Balloon Payment will be less than the
corresponding amount of interest accruing on the Certificates. 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 if the mortgage loan had paid on its Due
      Date and such Principal Prepayment or Balloon Payment had not been made,
      over

o     the aggregate interest that did so accrue through the date such payment
      was made (net of the Master Servicing Fee, the Primary Servicing Fee, the
      Excess Servicing Fee, the Pari Passu Loan Servicing Fee payable in
      connection with any Non-Serviced Mortgage Loan, the Special Servicing Fee,
      if the related mortgage loan is a Specially Serviced Mortgage Loan, and
      the Trustee Fee).

      "Prepayment Premium" means, with respect to any mortgage loan, Serviced
Companion Mortgage Loan or B Note for any Distribution Date, prepayment premiums
and charges, if any, received during the related Collection Period in connection
with Principal Prepayments on such mortgage loan, Serviced Companion Mortgage
Loan or B Note.

      "Primary Servicer" means Principal Global Investors, LLC.

      "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 an amount per annum 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. The primary
servicing fee rate for Principal Global Investors, LLC is 0.01% per annum. The
primary servicing fee rate (including the rate at which any subservicing fees
accrue) for Wells Fargo Bank, National Association will range, on a loan-by-loan
basis, from 0.01% per annum to 0.10% per annum.

      "Principal Balance Certificates" means, upon initial issuance, the Class
A-1, Class A-1A, Class A-2, 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 and Class P 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, in each
      case, to 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 Serviced Companion Mortgage Loan, the 330 West 34th Street Mortgage
      Loan or B Note or any of their respective successor REO mortgage loan) for
      their respective Due Dates occurring during the related Collection Period;
      and

o     all payments (including Principal Prepayments and the principal portion of
      Balloon Payments (but not in respect of any Serviced Companion Mortgage
      Loan , the 330 West 34th Street Mortgage Loan or B Note or any of their


                                      S-208



      respective successor REO mortgage loan)) and other collections (including
      Liquidation Proceeds (other than the portion, 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 Serviced Companion Mortgage Loan
      or B Note or the 330 West 34th Street Mortgage Loan) during the related
      Collection Period and that were identified and applied by the master
      servicer as recoveries of principal.

      The following amounts shall generally reduce the Principal Distribution
Amount (and, in each case, will be allocated first to reduce the Principal
Distribution Amount attributable to the Loan Group to which the applicable
mortgage loan relates, and then to reduce the Principal Distribution Amount
attributable to the other Loan Group) 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 received with respect to
      the Mortgage Pool during the Collection Period for the related
      Distribution Date, 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 increase the Principal
      Distribution Amount attributable to such other Loan Group, and then to
      increase the Principal Distribution Amount attributable to the Loan Group
      to which the applicable mortgage loan relates) 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 received with respect to 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 increase the Principal Distribution Amount attributable
      to such other Loan Group, and then to increase the Principal Distribution
      Amount attributable to the Loan Group to which the applicable mortgage
      loan relates) for the distribution date following the Collection Period in
      which the subsequent recovery occurs).

      So long as both the Class A-4 and Class A-1A Certificates remain
outstanding, the Principal Distribution Amount for each Distribution Date will
be calculated on a Loan Group-by-Loan Group basis. On each Distribution Date
after the Certificate Balance of either the Class A-4 or Class A-1A Certificates
has been reduced to zero, a single Principal Distribution Amount will
effectively be calculated in the aggregate for both Loan Groups.

      "Principal Prepayments" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan, Serviced Companion Mortgage Loan or
B Note which is received or recovered in advance of its scheduled Due Date and
applied to reduce the Principal Balance of the Mortgage Loan, Serviced Companion
Mortgage Loan or B Note in advance of its scheduled Due Date.

      "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
or liquidation occurs and the amount of any expenses related to such mortgage
loan and any related B Note, Serviced Companion Mortgage Loan or REO Property
(including any unreimbursed Servicing Advances, advance interest related to such
mortgage loan and any related B Note or Serviced Companion Mortgage Loan, and
also includes the amount of any Servicing Advances (and interest thereon) that
were reimbursed from principal


                                      S-209



collections on the Mortgage Pool and not subsequently recovered from the related
mortgagor), and any Special Servicing Fees and Liquidation Fees paid with
respect to the mortgage loan and/or (if applicable) its related B Note or any
related Serviced Companion Mortgage Loan that are reimbursable to the master
servicer, the special servicer or the trustee, plus if such mortgage loan is
being repurchased or substituted for by a seller pursuant to the related
Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be
incurred by the Primary Servicer, the master servicer, the special servicer, the
Depositor 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).

      "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" as to each Class of certificates, means
the Distribution Date in June 2042, which is the first Distribution Date that
follows, by at least 60 months, the maturity date of the ARD Loan that, as of
the Cut-off Date, has the latest final maturity date.

      "Rating Agencies" means Fitch, S&P and DBRS.

      "Realized Losses" means losses arising from the inability of the trustee,
master servicer 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 mortgage loan is reduced or a portion of the
debt due under any 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 generally 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. ss.ss.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) three consecutive Scheduled Payments have been made, in the case of
any such mortgage loan, Serviced Companion Mortgage Loan


                                      S-210



or B Note that was modified, based on the modified terms, or a complete
defeasance shall have occurred, (b) no other Servicing Transfer Event has
occurred and is continuing with respect to such mortgage loan and (c) the Trust
has been reimbursed for all costs incurred as a result of the occurrence of the
Servicing Transfer Event or such amounts have been forgiven. An A Note will not
constitute a Rehabilitated Mortgage Loan unless its related B Note would also
constitute a Rehabilitated Mortgage Loan. A B Note will not constitute a
Rehabilitated Mortgage Loan unless its related A Note also would constitute a
Rehabilitated Mortgage Loan. A Serviced Pari Passu Mortgage Loan will not
constitute a Rehabilitated Mortgage Loan unless the related Serviced Companion
Mortgage Loan would also constitute a Rehabilitated Mortgage Loan. A Serviced
Companion Mortgage Loan will not constitute a Rehabilitated Mortgage Loan unless
the related Serviced Pari Passu Mortgage Loan would also constitute a
Rehabilitated Mortgage Loan.

      "REMIC" means a "real estate mortgage investment conduit," within the
meaning of Section 860D(a) of the Code.

      "REMIC III 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 Non-Serviced Mortgage Loan (if the applicable
Non-Serviced Mortgage Loan Special Servicer has foreclosed upon the mortgaged
property or properties securing such Non-Serviced Mortgage Loan Mortgage), the
REO Income shall include only the portion of such net income that is payable to
the holder of such Non-Serviced Mortgage Loan, and with respect to any Loan Pair
or A/B Mortgage Loan, only an allocable portion of such REO Income will be
distributable to the Certificateholders.

      "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, Serviced
Companion Mortgage Loan or B Note 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, Serviced Companion Mortgage Loan or B Note 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" means, in respect of any mortgage loan,
Serviced Companion Mortgage Loan, Loan Pair, B Note or REO mortgage loan on any
Distribution Date will generally equal its Cut-off Date Balance, as defined
above (less any principal amortization occurring on or prior to the Cut-off
Date), reduced, to not less than zero, by:

o     any payments or other collections of principal, or Advances in lieu of
      such payments or collections, 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


                                      S-211



o     the principal portion of any Realized Loss and Expense Loss incurred in
      respect of such mortgage loan during any preceding Collection Period.

      "Senior Certificates" means the Class A Senior Certificates and the Class
X Certificates.

      "Serviced Companion Mortgage Loan" means a loan not included in the Trust
but serviced pursuant to the Pooling and Servicing Agreement and secured on a
pari passu basis with the related Serviced Pari Passu Mortgage Loan. There are
no Serviced Companion Mortgage Loans related to the Trust.

      "Serviced Pari Passu Mortgage Loan" means a mortgage loan included in the
Trust that is serviced under the Pooling and Servicing Agreement and secured by
a mortgaged property that secures one or more other loans on a pari passu basis
that are not included in the Trust. There are no Serviced Pari Passu Mortgage
Loans related to the Trust.

      "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 a mortgage loan 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
servicer 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.

      "Servicing Standard" means with respect to the master servicer or the
special servicer, as the case may be, to service and administer the mortgage
loans (and any Serviced Companion Mortgage Loan and any B Note, but not any
Non-Serviced Mortgage Loan) that it is obligated to service and administer
pursuant to the Pooling and Servicing Agreement on behalf of the trustee and in
the best interests of and for the benefit of the Certificateholders (and, in the
case of any Serviced Companion Mortgage Loan or any B Note, the related holder
of such Serviced Companion Mortgage Loan or B Note, as applicable) as a
collective whole (as determined by the master servicer or the special servicer,
as the case may be, in its good faith and reasonable judgment), in accordance
with applicable law, the terms of the Pooling and Servicing Agreement and the
terms of the respective mortgage loans, any Serviced Companion Mortgage Loan and
any B Note and any related intercreditor or co-lender agreement 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 its
      general mortgage servicing and REO Property management activities on
      behalf of third parties or on behalf of itself, whichever is higher, with
      respect to mortgage loans and REO properties that are comparable to those
      for which it is responsible under the Pooling and Servicing Agreement;

o     with a view to the timely collection of all Scheduled Payments of
      principal and interest under the mortgage loans, any Serviced Companion
      Mortgage Loan and any B Note or, if a mortgage loan, any Serviced
      Companion Mortgage Loan or B Note comes into and continues in default and
      if, in the good faith and reasonable judgment of the special servicer, no
      satisfactory arrangements can be made for the collection of the delinquent
      payments, the maximization of the recovery of principal and interest on
      such mortgage loan to the Certificateholders (as a collective whole) (or
      in the case of any A/B Mortgage Loan and its related B Note or a Loan
      Pair, the maximization of recovery thereon of principal and interest to
      the Certificateholders and the holder of the related B Note or the
      Serviced Companion Mortgage Loan, as applicable, all taken as a collective
      whole) on a net present value basis (the relevant discounting of
      anticipated collections that will be distributable to Certificateholders
      to be performed at the rate determined by the special servicer but in any
      event not less than (i) the related Net Mortgage Rate, in the case of the
      mortgage loans (other than any A Note or Serviced Pari Passu Mortgage
      Loan), or (ii) the weighted average of the mortgage rates on the related A
      Note and B Note, in the case of any A/B Mortgage Loan, and on the Serviced
      Pari Passu Mortgage Loan and the related Serviced Companion Mortgage Loan,
      in the case of a Loan Pair); and without regard to:


                                      S-212



o     any other relationship that the master servicer or the special servicer,
      as the case may be, or any of their affiliates may have with the related
      borrower;

o     the ownership of any certificate or any interest in any Serviced Companion
      Mortgage Loan, any Non-Serviced Companion Mortgage Loan, any B Note or any
      mezzanine loan related to a mortgage loan by the master servicer or the
      special servicer, as the case may be, or any of their affiliates;

o     the master servicer's obligation to make Advances;

o     the right of the master servicer (or any of their affiliates) or the
      special servicer, as the case may be, to receive reimbursement of costs,
      or the sufficiency of any compensation payable to it, under the Pooling
      and Servicing Agreement or with respect to any particular transaction; and

o     any obligation of the master servicer (or any of its affiliates) to
      repurchase any mortgage loan from the Trust.

      "Servicing Transfer Event" means an instance where an event has occurred
that has caused a mortgage loan (other than a Non-Serviced Mortgage Loan), a
Serviced Companion Mortgage Loan or a B Note to become a Specially Serviced
Mortgage Loan. If a Servicing Transfer Event occurs with respect to any A Note,
it will be deemed to have occurred also with respect to the related B Note;
provided, however, that if a Servicing Transfer Event would otherwise have
occurred with respect to an A Note, but has not so occurred solely because the
holder of the related B Note has exercised its cure rights under the related
intercreditor agreement, a Servicing Transfer Event will not occur with respect
to the related A/B Mortgage Loan. If a Servicing Transfer Event occurs with
respect to any B Note, it will be deemed to have occurred also with respect to
the related A Note. If a Servicing Transfer Event occurs with respect to a
Serviced Pari Passu Mortgage Loan, it will be deemed to have occurred also with
respect to the related Serviced Companion Mortgage Loan. If a Servicing Transfer
Event occurs with respect to a Serviced Companion Mortgage Loan, it will be
deemed to have occurred also with respect to the related Serviced Pari Passu
Mortgage Loan. Under any applicable Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, if a Servicing Transfer Event occurs with respect to a
Non-Serviced Companion Mortgage Loan, it will be deemed to have occurred also
with respect to the related Non-Serviced Mortgage Loan.

      "Specially Serviced Mortgage Loan" means the following:

o     any mortgage loan (other than an A/B Mortgage Loan), Serviced Companion
      Mortgage Loan or B Note as to which a Balloon Payment is past due, and the
      master servicer has determined that payment is unlikely to be made on or
      before the 60th day succeeding the date the Balloon Payment was due, or
      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     any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
      to the master 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 or unstayed for a period of 30
      days;

o     any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
      the master servicer shall have received notice of the foreclosure or
      proposed foreclosure of any other lien on the mortgaged property;

o     any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
      the master servicer has knowledge of a default (other than a failure by
      the related borrower to pay principal or interest) which, in the judgment
      of the master servicer, materially and adversely affects the interests of
      the Certificateholders or the holder of the related B Note or Serviced
      Companion Mortgage Loan 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);


                                      S-213



o     any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
      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     any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
      in the judgment of the master servicer, (a) (other than with respect to
      any A/B Mortgage Loan), 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 is reasonably likely to materially and adversely affect the
      interests of the Certificateholders or the holder of the related B Note or
      Serviced Companion Mortgage Loan (as the case may be).

      "Special Servicer Compensation" means such fees payable to the special
servicer, collectively, including the Special Servicing Fee, the Workout Fee,
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
      master servicer within one 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 one 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 the Depositor
      or the trustee; provided, however, that to the extent that the special
      servicer certifies to the trustee and the Depositor 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 such failure, provided 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 breach, requiring the same to be
      remedied, shall have been given to the special servicer by the Depositor
      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 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;


                                      S-214



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 trustee shall have received notice from Fitch or DBRS, as applicable,
      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 or DBRS, as applicable, to any Class of certificates;

o     the special servicer has been downgraded to a servicer rating level below
      CSS3, or its then equivalent, by Fitch;

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 within
      60 days; or

o     under certain circumstances, if the special servicer, or any primary
      servicer or sub-servicer appointed by the special servicer after the
      Closing Date, shall fail to deliver the items required to be delivered by
      such servicer to enable the Depositor to comply with the Trust's reporting
      obligations under the Securities Exchange Act of 1934, as amended, and the
      Trust's disclosure obligations under Regulation AB by the time provided
      for in the Pooling and Servicing Agreement.

      "Special Servicing Fee" means an amount equal to, in any month, the
portion of a rate equal to 0.25% per annum applicable to such month, determined
in the same manner as the applicable mortgage rate is determined for each
Specially Serviced Mortgage Loan for such month, of the outstanding Scheduled
Principal Balance of each Specially Serviced Mortgage Loan.

      "Structuring Assumptions" means the following assumptions:

o     the mortgage rate as of the Closing Date on each mortgage loan 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 July 31, 2007;

o     distributions on the certificates are made on the 11th day of each month,
      commencing in August 2007;

o     there are no delinquencies, defaults or Realized Losses with respect to
      the mortgage loans;

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 Lock-out
      Period, if any, or during any period when Principal Prepayments on such
      mortgage loans are required to be accompanied by a Yield Maintenance
      Charge or a defeasance requirement, 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 exercises its partial release option;

o     no amounts that would otherwise be payable to Certificateholders as
      principal are paid to the master servicer, the special servicer or the
      trustee as reimbursements of any nonrecoverable Advances, unreimbursed
      Advances outstanding as of the date of modification of any mortgage loan
      and any related interest on those Advances;


                                      S-215



o     no mortgage loan is the subject of a repurchase or substitution by any
      party and no optional termination of the Trust occurs;

o     each ARD Loan pays in full on its Anticipated Repayment Date; and

o     any mortgage loan with the ability to choose defeasance or yield
      maintenance chooses yield maintenance.

      "Subordinate Certificates" means the Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates.

      "330 West 34th Street Mortgage Loan" means the mortgage loan that supports
the Class AW34 Certificates which, unless otherwise stated, is not reflected in
the term "mortgage loan" and is not a "mortgage loan" included in either Loan
Group.

      "Treasury Rate" unless a different term methodology or source is otherwise
specified in the related mortgage loan document, 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 will
select a comparable publication to determine the Treasury Rate.

      "Trust" means Morgan Stanley Capital I Trust 2007-TOP27.

      "Trustee Fee" means a monthly fee in an amount equal to, in any month, the
product of the portion of a rate equal to 0.0009% 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, which fee is to be paid from the Distribution
Account to the trustee and the paying agent as compensation for the performance
of their duties.

      "UCF" - See "Underwritable Cash Flow."

      "Underwritable Cash Flow" or "UCF" 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 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 and Bear, Stearns &
Co. Inc.

      "Underwriting Agreement" means that agreement, dated as of the date of
this prospectus supplement, entered into by the Depositor and the Underwriters.

      "Unpaid Interest" means, on any Distribution Date with respect to any
Class of interests or certificates (other than the Residual Certificates), the
portion of Distributable Certificate Interest Amount for such Class remaining
unpaid as of the close of business on the preceding Distribution Date.

      "WAC" - See "Weighted Average Net Mortgage Rate."

      "Weighted Average Net Mortgage Rate" or "WAC" 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 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. For the avoidance of doubt, the 330 West 34th
Street Mortgage Loan is not a "mortgage loan" for purposes of this definition.


                                      S-216



      "Wells Fargo" means Wells Fargo Bank, National Association.

      "Workout Fee" means that fee, payable with respect to any Rehabilitated
Mortgage Loan, Serviced Companion Mortgage Loan or B Note, 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 such interest and principal) on such
mortgage loan, Serviced Companion Mortgage Loan or B Note 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. The method
of calculation of any Prepayment Premium or Yield Maintenance Charge will vary
for any mortgage loan as presented in "Appendix II - Certain Characteristics of
the Mortgage Loans" and "Appendix III - Certain Characteristics of the Mortgage
Loans in Loan Group 2."


                                      S-217

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                   APPENDIX I



































                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



MORTGAGE LOAN SELLERS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN SELLER                                   MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Bear Stearns Commercial Mortgage, Inc.               62        1,100,923,632             40.4        5.614              113
Morgan Stanley Mortgage Capital Holdings LLC         71          733,526,095             26.9        5.682              106
Wells Fargo Bank, National Association               52          562,984,354             20.7        5.756              116
Principal Commercial Funding II, LLC                 40          325,430,939             12.0        5.789              116
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN SELLER                                   DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Bear Stearns Commercial Mortgage, Inc.            1.86            1.77             57.3          55.1
Morgan Stanley Mortgage Capital Holdings LLC      1.69            1.66             57.8          52.9
Wells Fargo Bank, National Association            1.61            1.54             67.3          63.8
Principal Commercial Funding II, LLC              1.55            1.46             65.8          62.0
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================




CUT-OFF DATE BALANCES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
CUT-OFF DATE BALANCE ($)                      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 1,000,000                                         3            2,460,044              0.1        6.127              118
1,000,001 - 2,000,000                                16           26,353,764              1.0        5.794              114
2,000,001 - 3,000,000                                43          111,914,108              4.1        5.804              114
3,000,001 - 4,000,000                                25           91,181,672              3.3        5.737              115
4,000,001 - 5,000,000                                21           94,910,121              3.5        5.742              115
5,000,001 - 6,000,000                                 7           40,035,443              1.5        5.749              110
6,000,001 - 7,000,000                                15           96,974,885              3.6        5.742              112
7,000,001 - 8,000,000                                 7           55,099,790              2.0        5.679              118
8,000,001 - 9,000,000                                11           93,354,243              3.4        5.719              101
9,000,001 - 10,000,000                                5           49,260,289              1.8        5.761              118
10,000,001 - 15,000,000                              23          293,098,805             10.8        5.833              109
15,000,001 - 20,000,000                              13          221,772,838              8.1        5.664              115
20,000,001 - 30,000,000                              17          430,714,365             15.8        5.641              107
30,000,001 <=                                        19        1,115,734,654             41.0        5.624              114
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
CUT-OFF DATE BALANCE ($)                      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 1,000,000                                     1.26            1.26             64.5          55.0
1,000,001 - 2,000,000                             1.61            1.55             56.0          47.3
2,000,001 - 3,000,000                             1.65            1.56             61.5          55.1
3,000,001 - 4,000,000                             2.29            2.22             55.5          50.8
4,000,001 - 5,000,000                             1.69            1.63             56.3          50.3
5,000,001 - 6,000,000                             1.70            1.56             59.5          54.1
6,000,001 - 7,000,000                             1.55            1.52             60.6          54.5
7,000,001 - 8,000,000                             1.54            1.44             58.4          49.0
8,000,001 - 9,000,000                             1.74            1.71             62.8          58.3
9,000,001 - 10,000,000                            1.62            1.51             69.9          64.5
10,000,001 - 15,000,000                           1.96            1.89             59.6          56.3
15,000,001 - 20,000,000                           1.70            1.60             61.6          57.5
20,000,001 - 30,000,000                           1.65            1.60             64.3          62.7
30,000,001 <=                                     1.69            1.62             59.4          57.0
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: $659,403
Maximum: $220,000,000
Weighted Average: $12,101,622



                                      I-1




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



STATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                NUMBER OF          AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                MORTGAGED       CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
STATE                                           PROPERTIES       BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

New York                                             23          548,905,014             20.2        5.684              130
Virginia                                             20          358,282,665             13.2        5.593              111
California - Southern                                31          216,263,152              7.9        5.692              113
California - Northern                                15          140,446,166              5.2        5.728              118
Maryland                                             13          176,161,016              6.5        5.743              119
Ohio                                                  7          166,187,165              6.1        5.676               92
New Jersey                                           11          117,963,596              4.3        5.527              118
Pennsylvania                                          8          104,831,060              3.9        5.648               96
Texas                                                19          102,670,358              3.8        5.708               97
Florida                                              13           76,037,628              2.8        5.825              119
Illinois                                             10           74,260,748              2.7        5.737               84
Vermont                                               1           63,400,000              2.3        5.482               56
Massachusetts                                         4           63,330,000              2.3        5.503              117
Connecticut                                           4           49,840,571              1.8        5.704               72
South Carolina                                        4           44,830,000              1.6        5.548              116
North Carolina                                        2           36,650,000              1.3        5.727               70
Kentucky                                              2           33,500,000              1.2        5.814              118
Georgia                                              13           32,601,215              1.2        5.741              118
Alaska                                                2           32,500,000              1.2        5.559              118
Arizona                                               8           32,274,486              1.2        5.744              119
Colorado                                             13           29,414,318              1.1        5.618              118
Utah                                                  1           28,000,000              1.0        6.351              120
Indiana                                               4           25,332,551              0.9        5.369              113
Michigan                                              5           23,839,582              0.9        5.746              118
Nebraska                                              2           22,833,857              0.8        5.745              118
Hawaii                                                1           16,640,000              0.6        6.160              120
Wisconsin                                             4           15,620,644              0.6        5.704              118
Minnesota                                             3           13,809,069              0.5        5.871              117
Delaware                                              2            9,999,495              0.4        6.342              119
Oregon                                                3            9,031,573              0.3        5.750              119
Kansas                                                1            8,500,000              0.3        6.650              129
Rhode Island                                          2            7,954,000              0.3        5.618               99
New Mexico                                            3            6,725,438              0.2        5.678              118
Washington                                            3            5,567,414              0.2        5.678              118
Iowa                                                  2            5,446,297              0.2        5.669              119
Oklahoma                                              2            4,970,000              0.2        5.873              117
Virgin Islands                                        1            4,035,000              0.1        5.758              117
Nevada                                                1            3,985,363              0.1        6.020               56
Mississippi                                           1            2,900,000              0.1        6.184              179
Tennessee                                             1            2,741,579              0.1        5.630              117
Alabama                                               1            2,395,351              0.1        5.740              118
New Hampshire                                         1            1,594,284              0.1        5.550              119
West Virginia                                         1              594,365              0.0        5.850              118
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              268       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
STATE                                         DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

New York                                          2.07            1.93             54.7          51.7
Virginia                                          1.61            1.59             61.0          59.8
California - Southern                             1.58            1.51             57.6          54.0
California - Northern                             1.62            1.54             59.3          55.0
Maryland                                          1.60            1.57             68.3          65.8
Ohio                                              1.49            1.49             60.0          52.7
New Jersey                                        1.90            1.82             59.1          57.4
Pennsylvania                                      1.59            1.53             65.2          63.3
Texas                                             1.48            1.45             69.3          63.2
Florida                                           1.42            1.32             67.6          59.8
Illinois                                          1.82            1.79             60.1          55.7
Vermont                                           1.77            1.77             53.5          53.5
Massachusetts                                     1.84            1.84             53.7          53.7
Connecticut                                       1.55            1.55             55.5          52.5
South Carolina                                    1.58            1.56             68.9          68.5
North Carolina                                    1.80            1.79             70.1          69.8
Kentucky                                          1.62            1.35             75.1          69.5
Georgia                                           1.71            1.67             63.5          60.0
Alaska                                            2.05            1.69             62.0          57.7
Arizona                                           1.81            1.81             49.5          44.1
Colorado                                          1.79            1.72             61.6          59.8
Utah                                              1.39            1.20             70.4          64.2
Indiana                                           1.93            1.93             53.8          52.8
Michigan                                          1.71            1.71             69.9          67.4
Nebraska                                          1.52            1.52             65.9          52.3
Hawaii                                            1.72            1.33             61.3          51.9
Wisconsin                                         1.73            1.61             65.9          60.9
Minnesota                                         1.51            1.51             71.6          62.9
Delaware                                          1.43            1.25             78.0          65.7
Oregon                                            1.65            1.43             58.8          54.6
Kansas                                            1.68            1.68             63.7          63.7
Rhode Island                                      1.95            1.95             59.2          59.2
New Mexico                                        1.75            1.75             64.6          64.6
Washington                                        1.75            1.75             64.5          64.5
Iowa                                              1.88            1.88             54.2          49.3
Oklahoma                                          1.45            1.22             71.9          64.9
Virgin Islands                                    1.85            1.85             64.6          64.6
Nevada                                            1.52            1.52             41.5          39.1
Mississippi                                       1.51            1.29             67.4          57.6
Tennessee                                         1.38            1.38             63.3          53.4
Alabama                                           1.83            1.83             56.4          47.6
New Hampshire                                     1.62            1.62             42.5          18.9
West Virginia                                     1.08            1.08             52.1           7.2
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================




                                      I-2




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



PROPERTY TYPES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                NUMBER OF          AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                MORTGAGED       CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
PROPERTY TYPE                                   PROPERTIES       BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Retail
       Anchored                                      35          773,375,368             28.4        5.559               99
       Free Standing                                 69          205,509,102              7.5        5.724              108
       Specialty                                      1          100,574,654              3.7        5.625               78
       Unanchored                                    29           97,058,108              3.6        5.643              117
       Shadow Anchored                                7           18,652,558              0.7        5.828              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                             141       $1,195,169,790             43.9%       5.604%             101
                                                ---------------------------------------------------------------------------
Office
       Urban                                          9          372,592,230             13.7        5.775              150
       Suburban                                      20          237,538,874              8.7        5.902              108
       Medical                                        6           34,161,719              1.3        5.920              119
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              35       $  644,292,824             23.7%       5.829%             133
                                                ---------------------------------------------------------------------------
Multifamily
       Garden                                        15          202,241,582              7.4        5.590              111
       Low Rise                                       3           34,700,000              1.3        5.536              118
       Mid Rise                                       4           21,300,000              0.8        5.523              119
       Cooperative                                    2           17,267,959              0.6        6.433              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              24       $  275,509,540             10.1%       5.631%             113
                                                ---------------------------------------------------------------------------
Hospitality
       Full Service                                   5          134,727,840              4.9        5.588               94
       Limited Service                               11           98,482,720              3.6        5.957              112
       Extended Stay                                  2           31,455,649              1.2        5.620              119
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              18       $  264,666,209              9.7%       5.729%             104
                                                ---------------------------------------------------------------------------
Industrial
       Warehouse                                     13           90,158,139              3.3        5.586              116
       Warehouse/Cold Storage                         3           72,500,000              2.7        5.480              117
       Flex                                           3           24,393,226              0.9        5.705              119
       Light                                          4           16,899,560              0.6        5.771              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              23       $  203,950,925              7.5%       5.578%             117
                                                ---------------------------------------------------------------------------
Other
       Theater                                        2           22,833,857              0.8        5.745              118
       Leased Fee                                     4           20,207,834              0.7        5.686              118
       Medical/Rehab Center                           1            8,300,000              0.3        5.990              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               7       $   51,341,692              1.9%       5.762%             118
                                                ---------------------------------------------------------------------------
Self Storage
       Self Storage                                   9           31,607,082              1.2        5.887              125
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               9       $   31,607,082              1.2%       5.887%             125
                                                ---------------------------------------------------------------------------
Mixed Use
       Office/Retail                                  4           23,653,159              0.9        6.074              120
       Office/Retail/Multifamily                      1            4,495,311              0.2        5.760              119
       Retail/Multifamily                             1            2,500,000              0.1        5.840              118
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               6       $   30,648,470              1.1%       6.009%             119
                                                ---------------------------------------------------------------------------
Manufactured Housing Community
       Manufactured Housing Community                 5           25,678,489              0.9        5.794              108
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               5       $   25,678,489              0.9%       5.794%             108
---------------------------------------------------------------------------------------------------------------------------
TOTAL                                               268       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
PROPERTY TYPE                                 DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Retail
       Anchored                                   1.67            1.64             62.2          60.9
       Free Standing                              1.67            1.66             62.2          57.7
       Specialty                                  1.28            1.28             61.0          49.6
       Unanchored                                 1.55            1.45             60.5          53.3
       Shadow Anchored                            1.78            1.73             55.8          48.0
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.63X           1.60X            61.8%         58.6%
                                              --------------------------------------------------------
Office
       Urban                                      1.70            1.50             58.0          53.6
       Suburban                                   1.50            1.41             63.4          60.1
       Medical                                    1.68            1.41             62.8          53.4
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.63X           1.46X            60.2%         56.0%
                                              --------------------------------------------------------
Multifamily
       Garden                                     1.64            1.58             62.0          60.9
       Low Rise                                   1.71            1.55             58.6          56.8
       Mid Rise                                   1.49            1.45             55.1          54.6
       Cooperative                                8.73            8.73             10.1           9.0
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           2.08X           2.02X            57.8%         56.6%
                                              --------------------------------------------------------
Hospitality
       Full Service                               2.23            2.23             51.5          50.4
       Limited Service                            1.62            1.48             69.0          59.8
       Extended Stay                              2.13            2.13             56.8          55.1
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.99X           1.94X            58.6%         54.5%
                                              --------------------------------------------------------
Industrial
       Warehouse                                  1.73            1.70             62.5          60.5
       Warehouse/Cold Storage                     1.88            1.88             54.0          54.0
       Flex                                       1.41            1.39             71.1          67.7
       Light                                      1.88            1.72             55.9          50.7
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.76X           1.73X            60.0%         58.3%
                                              --------------------------------------------------------
Other
       Theater                                    1.52            1.52             65.9          52.3
       Leased Fee                                 2.27            2.27             36.8          36.0
       Medical/Rehab Center                       1.70            1.34             70.9          64.3
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.84X           1.79X            55.3%         47.8%
                                              --------------------------------------------------------
Self Storage
       Self Storage                               1.55            1.47             59.6          51.5
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.55X           1.47X            59.6%         51.5%
                                              --------------------------------------------------------
Mixed Use
       Office/Retail                              1.73            1.51             69.3          62.4
       Office/Retail/Multifamily                  2.02            2.02             39.8          33.6
       Retail/Multifamily                         1.90            1.59             61.3          54.2
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.79X           1.59X            64.3%         57.5%
                                              --------------------------------------------------------
Manufactured Housing Community
       Manufactured Housing Community             1.66            1.62             66.2          64.0
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.66X           1.62X            66.2%         64.0%
------------------------------------------------------------------------------------------------------
TOTAL                                             1.73X           1.65X            60.5%         57.1%
======================================================================================================





                                      I-3



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL


MORTGAGE RATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
MORTGAGE RATE (%)                             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                        45          943,496,525             34.7        5.414              101
5.501 - 6.000                                       150        1,358,014,524             49.9        5.710              110
6.001 - 6.500                                        25          379,742,803             13.9        6.112              150
6.501 - 7.000                                         4           30,023,608              1.1        6.698              121
7.501 <=                                              1           11,587,561              0.4        7.630               44
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
MORTGAGE RATE (%)                             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

5.001 - 5.500                                     1.93            1.92             53.0          52.6
5.501 - 6.000                                     1.59            1.53             64.4          59.9
6.001 - 6.500                                     1.52            1.27             67.6          60.7
6.501 - 7.000                                     4.07            4.07             43.1          39.3
7.501 <=                                          1.42            1.42             32.0          28.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 5.050%
Maximum: 7.630%
Weighted Average: 5.683%



ORIGINAL TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                               19          339,380,832             12.5        5.520               57
61 - 120                                            203        2,152,084,189             79.0        5.667              114
121 - 180                                             3          231,400,000              8.5        6.068              174
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.79            1.79             57.4          57.3
61 - 120                                          1.73            1.68             60.2          56.6
121 - 180                                         1.54            1.22             67.9          61.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 60 mos.
Maximum: 180 mos.
Weighted Average: 116 mos.


REMAINING TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING TERM TO STATED MATURITY (MOS.)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                               20          350,968,393             12.9        5.590               56
61 - 120                                            202        2,140,496,628             78.6        5.656              114
121 - 180                                             3          231,400,000              8.5        6.068              174
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.78            1.78             56.5          56.4
61 - 120                                          1.74            1.68             60.4          56.7
121 - 180                                         1.54            1.22             67.9          61.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 44 mos.
Maximum: 179 mos.
Weighted Average: 112 mos.


                                      I-4



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



ORIGINAL AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL AMORTIZATION TERM (MOS.)             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                                 92        1,552,115,500             57.0        5.534              103
       121 - 180                                      3           13,729,615              0.5        5.800              118
       181 - 240                                      3           14,734,479              0.5        6.035              118
       241 - 300                                     17          440,679,127             16.2        5.974              134
       301 - 360                                    108          652,668,801             24.0        5.823              118
       401 - 420                                      2           48,937,500              1.8        5.768              120
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                              1.81            1.81             58.5          58.5
       121 - 180                                  1.34            1.34             45.2          11.0
       181 - 240                                  1.37            1.37             59.3          39.4
       241 - 300                                  1.48            1.29             63.5          54.9
       301 - 360                                  1.73            1.58             62.7          55.8
       401 - 420                                  1.35            1.16             75.6          70.7
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 132 mos.
Maximum: 420 mos.
Weighted Average: 335 mos.



REMAINING AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING AMORTIZATION TERM (MOS.)            MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                                 92        1,552,115,500             57.0        5.534              103
       121 - 180                                      3           13,729,615              0.5        5.800              118
       181 - 240                                      4           26,322,040              1.0        6.737               85
       241 - 300                                     16          429,091,566             15.8        5.929              136
       301 - 360                                    108          652,668,801             24.0        5.823              118
       361 - 420                                      2           48,937,500              1.8        5.768              120
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING AMORTIZATION TERM (MOS.)            DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                              1.81            1.81             58.5          58.5
       121 - 180                                  1.34            1.34             45.2          11.0
       181 - 240                                  1.39            1.39             47.3          34.7
       241 - 300                                  1.48            1.29             64.3          55.6
       301 - 360                                  1.73            1.58             62.7          55.8
       361 - 420                                  1.35            1.16             75.6          70.7
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 130 mos.
Maximum: 420 mos.
Weighted Average: 329 mos.



                                      I-5




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



DEBT SERVICE COVERAGE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIO (X)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<= 1.20                                              11           62,964,529              2.3        5.895               95
1.21 - 1.30                                          16          178,362,305              6.6        5.740               87
1.31 - 1.40                                          21          196,185,231              7.2        5.892              117
1.41 - 1.50                                          40          465,592,802             17.1        5.694              115
1.51 - 1.60                                          30          600,234,439             22.0        5.848              140
1.61 - 1.70                                          16          123,599,192              4.5        5.724              119
1.71 - 1.80                                          24          257,482,437              9.5        5.611              101
1.81 - 1.90                                          20          281,199,851             10.3        5.551               86
1.91 - 2.00                                          10          129,576,297              4.8        5.435               67
2.01 <=                                              37          427,667,937             15.7        5.481              116
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIO (X)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<= 1.20                                           1.14            1.14             62.3          49.8
1.21 - 1.30                                       1.27            1.27             66.2          56.9
1.31 - 1.40                                       1.36            1.27             67.9          61.8
1.41 - 1.50                                       1.45            1.37             64.6          61.7
1.51 - 1.60                                       1.55            1.41             67.6          63.5
1.61 - 1.70                                       1.67            1.64             62.7          60.5
1.71 - 1.80                                       1.75            1.68             60.0          57.9
1.81 - 1.90                                       1.85            1.82             58.2          57.4
1.91 - 2.00                                       1.95            1.92             54.2          53.5
2.01 <=                                           2.56            2.51             43.2          41.7
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 1.08x
Maximum: 13.33x
Weighted Average: 1.73x



DEBT SERVICE COVERAGE RATIOS POST IO
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIOS POST IO (X)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<= 1.20                                              26          431,647,029             15.9        5.952              144
1.21 - 1.30                                          28          289,277,505             10.6        5.792              100
1.31 - 1.40                                          23          165,222,731              6.1        5.971              117
1.41 - 1.50                                          28          343,632,602             12.6        5.643              114
1.51 - 1.60                                          29          366,749,439             13.5        5.675              118
1.61 - 1.70                                          16          139,699,192              5.1        5.695              119
1.71 - 1.80                                          21          237,342,437              8.7        5.547               99
1.81 - 1.90                                          15          257,999,851              9.5        5.550               83
1.91 - 2.00                                           8          117,476,297              4.3        5.411               62
2.01 <=                                              31          373,817,937             13.7        5.463              116
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIOS POST IO (X)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<= 1.20                                           1.42            1.18             68.2          61.3
1.21 - 1.30                                       1.34            1.25             68.8          60.7
1.31 - 1.40                                       1.47            1.35             66.7          59.9
1.41 - 1.50                                       1.48            1.45             61.7          59.9
1.51 - 1.60                                       1.59            1.56             65.6          62.8
1.61 - 1.70                                       1.74            1.67             62.3          59.8
1.71 - 1.80                                       1.79            1.75             57.6          56.4
1.81 - 1.90                                       1.85            1.85             58.0          57.8
1.91 - 2.00                                       1.95            1.95             54.4          54.2
2.01 <=                                           2.63            2.62             41.2          40.1
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 1.08x
Maximum: 13.33x
Weighted Average: 1.65x



                                      I-6




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL



LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN-TO-VALUE RATIO (%)                       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<=20.0                                                3           21,249,618              0.8        6.247              117
20.1 - 30.0                                           2           46,997,815              1.7        5.262              118
30.1 - 40.0                                          10           86,078,766              3.2        5.843              108
40.1 - 50.0                                          30          242,998,197              8.9        5.474              116
50.1 - 60.0                                          51          710,256,364             26.1        5.528               91
60.1 - 70.0                                          81        1,144,134,618             42.0        5.751              123
70.1 - 80.0                                          48          471,149,643             17.3        5.846              115
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN-TO-VALUE RATIO (%)                       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<=20.0                                            7.74            7.74             11.9          10.2
20.1 - 30.0                                       2.17            2.17             29.8          29.6
30.1 - 40.0                                       2.19            2.17             35.5          30.8
40.1 - 50.0                                       2.15            2.12             45.4          43.5
50.1 - 60.0                                       1.78            1.77             55.2          53.5
60.1 - 70.0                                       1.54            1.44             65.3          61.1
70.1 - 80.0                                       1.46            1.33             74.6          69.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 6.7%
Maximum: 80.0%
Weighted Average: 60.5%



BALLOON LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

0.0 - 10.0                                            3           25,182,402              0.9        6.250              118
10.1 - 20.0                                           3            9,796,831              0.4        5.613              118
20.1 - 30.0                                           4           62,577,780              2.3        5.737              104
30.1 - 40.0                                          18          102,278,850              3.8        5.661              115
40.1 - 50.0                                          40          420,187,899             15.4        5.585              106
50.1 - 60.0                                          69          818,809,511             30.1        5.559               95
60.1 - 70.0                                          72        1,033,491,748             38.0        5.781              128
70.1 - 80.0                                          16          250,540,000              9.2        5.789              112
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              225       $2,722,865,021            100.0%       5.683%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

0.0 - 10.0                                        6.32            6.32             23.3           8.4
10.1 - 20.0                                       2.40            2.40             29.3          15.7
20.1 - 30.0                                       2.07            2.07             30.3          29.2
30.1 - 40.0                                       2.10            2.06             39.6          33.9
40.1 - 50.0                                       1.80            1.78             52.0          46.3
50.1 - 60.0                                       1.78            1.73             57.6          55.3
60.1 - 70.0                                       1.54            1.42             67.7          64.6
70.1 - 80.0                                       1.49            1.40             75.7          73.5
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.73X           1.65X            60.5%         57.1%
======================================================================================================


Minimum: 6.7%
Maximum: 77.4%
Weighted Average: 57.1%



                                      I-7



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION



PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1)(2)(3)

------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-07                JUL-08                 JUL-09                 JUL-10                JUL-11
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          97.65%                90.02%                 71.74%                 56.42%                56.66%
Greater of YM and 1.00%              2.35%                 9.98%                 28.26%                 43.20%                42.96%
Open                                 0.00%                 0.00%                  0.00%                  0.38%                 0.39%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding   $2,722,865,021        $2,714,090,680         $2,704,547,895         $2,693,782,751        $2,670,327,625
% Initial Pool Balance             100.00%                99.68%                 99.33%                 98.93%                98.07%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-12                JUL-13                 JUL-14                 JUL-15                JUL-16
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          60.86%                60.65%                 62.95%                 62.45%                61.64%
Greater of YM and 1.00%             38.03%                38.21%                 35.28%                 35.38%                35.49%
Open                                 1.11%                 1.14%                  1.77%                  2.16%                 2.87%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding   $2,317,589,185        $2,250,918,002         $2,098,093,979         $2,083,358,027        $2,067,843,917
% Initial Pool Balance              85.12%                82.67%                 77.05%                 76.51%                75.94%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-17                JUL-18                 JUL-19                 JUL-20                JUL-21
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          96.30%               100.00%                100.00%                100.00%               100.00%
Greater of YM and 1.00%              3.70%                 0.00%                  0.00%                  0.00%                 0.00%
Open                                 0.00%                 0.00%                  0.00%                  0.00%                 0.00%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding     $230,019,327          $217,700,280           $213,640,452           $209,360,869          $204,775,264
% Initial Pool Balance               8.45%                 8.00%                  7.85%                  7.69%                 7.52%
------------------------------------------------------------------------------------------------------------------------------------


Notes:

(1) The analysis is based on 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-8



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



MORTGAGE LOAN SELLERS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN SELLER                                   MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Bear Stearns Commercial Mortgage, Inc.               60        1,079,223,632             44.3        5.619              112
Morgan Stanley Mortgage Capital Holdings LLC         58          600,840,732             24.7        5.724              104
Wells Fargo Bank, National Association               43          477,299,647             19.6        5.771              119
Principal Commercial Funding II, LLC                 36          277,580,939             11.4        5.782              115
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN SELLER                                   DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Bear Stearns Commercial Mortgage, Inc.            1.86            1.77             57.4          55.2
Morgan Stanley Mortgage Capital Holdings LLC      1.63            1.60             58.4          52.6
Wells Fargo Bank, National Association            1.59            1.53             67.1          63.4
Principal Commercial Funding II, LLC              1.57            1.47             65.7          61.4
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================




CUT-OFF DATE BALANCES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
CUT-OFF DATE BALANCE ($)                      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 1,000,000                                         3            2,460,044              0.1        6.127              118
1,000,001 - 2,000,000                                15           25,003,764              1.0        5.786              114
2,000,001 - 3,000,000                                38           97,929,401              4.0        5.805              114
3,000,001 - 4,000,000                                21           76,096,309              3.1        5.746              118
4,000,001 - 5,000,000                                20           90,660,121              3.7        5.754              115
5,000,001 - 6,000,000                                 6           34,435,443              1.4        5.738              109
6,000,001 - 7,000,000                                13           83,924,885              3.4        5.762              111
7,000,001 - 8,000,000                                 4           31,899,790              1.3        5.835              118
8,000,001 - 9,000,000                                10           84,354,243              3.5        5.718               99
9,000,001 - 10,000,000                                4           39,260,289              1.6        5.769              118
10,000,001 - 15,000,000                              21          268,398,805             11.0        5.864              108
15,000,001 - 20,000,000                               9          153,572,838              6.3        5.757              113
20,000,001 - 30,000,000                              16          404,714,365             16.6        5.637              110
30,000,001 <=                                        17        1,042,234,654             42.8        5.623              114
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
CUT-OFF DATE BALANCE ($)                      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 1,000,000                                     1.26            1.26             64.5          55.0
1,000,001 - 2,000,000                             1.62            1.55             55.5          46.4
2,000,001 - 3,000,000                             1.64            1.55             61.6          55.3
3,000,001 - 4,000,000                             1.82            1.75             56.9          52.2
4,000,001 - 5,000,000                             1.69            1.63             56.3          50.1
5,000,001 - 6,000,000                             1.73            1.61             59.2          53.9
6,000,001 - 7,000,000                             1.55            1.51             60.6          53.7
7,000,001 - 8,000,000                             1.43            1.35             62.1          46.7
8,000,001 - 9,000,000                             1.74            1.70             64.0          59.0
9,000,001 - 10,000,000                            1.59            1.45             69.3          62.4
10,000,001 - 15,000,000                           2.01            1.93             59.7          56.0
15,000,001 - 20,000,000                           1.54            1.46             64.4          59.4
20,000,001 - 30,000,000                           1.67            1.62             63.5          61.7
30,000,001 <=                                     1.71            1.64             59.0          56.4
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: $659,403
Maximum: $220,000,000
Weighted Average: $12,360,127



                                      I-9




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



STATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                NUMBER OF          AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                MORTGAGED       CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
STATE                                           PROPERTIES       BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

New York                                             21          541,905,014             22.3        5.686              130
California - Southern                                24          163,913,152              6.7        5.749              111
California - Northern                                14          137,446,166              5.6        5.726              118
Virginia                                             18          301,282,665             12.4        5.625              109
Maryland                                             13          176,161,016              7.2        5.743              119
Ohio                                                  7          166,187,165              6.8        5.676               92
New Jersey                                           10          109,963,596              4.5        5.536              118
Texas                                                18           76,670,358              3.1        5.707              110
Florida                                              13           76,037,628              3.1        5.825              119
Pennsylvania                                          7           71,331,060              2.9        5.543               85
Illinois                                              9           70,260,748              2.9        5.741               81
Vermont                                               1           63,400,000              2.6        5.482               56
Massachusetts                                         4           63,330,000              2.6        5.503              117
Connecticut                                           4           49,840,571              2.0        5.704               72
South Carolina                                        3           41,730,000              1.7        5.536              116
North Carolina                                        2           36,650,000              1.5        5.727               70
Kentucky                                              2           33,500,000              1.4        5.814              118
Georgia                                              12           30,208,089              1.2        5.724              118
Colorado                                             13           29,414,318              1.2        5.618              118
Utah                                                  1           28,000,000              1.1        6.351              120
Arizona                                               7           23,274,486              1.0        5.750              119
Nebraska                                              2           22,833,857              0.9        5.745              118
Hawaii                                                1           16,640,000              0.7        6.160              120
Wisconsin                                             4           15,620,644              0.6        5.704              118
Minnesota                                             3           13,809,069              0.6        5.871              117
Delaware                                              2            9,999,495              0.4        6.342              119
Kansas                                                1            8,500,000              0.3        6.650              129
Rhode Island                                          2            7,954,000              0.3        5.618               99
New Mexico                                            3            6,725,438              0.3        5.678              118
Indiana                                               3            6,632,551              0.3        5.484               96
Washington                                            3            5,567,414              0.2        5.678              118
Iowa                                                  2            5,446,297              0.2        5.669              119
Oklahoma                                              2            4,970,000              0.2        5.873              117
Virgin Islands                                        1            4,035,000              0.2        5.758              117
Oregon                                                2            3,431,573              0.1        5.636              118
Mississippi                                           1            2,900,000              0.1        6.184              179
Tennessee                                             1            2,741,579              0.1        5.630              117
Alabama                                               1            2,395,351              0.1        5.740              118
Michigan                                              1            2,048,000              0.1        5.649              118
New Hampshire                                         1            1,594,284              0.1        5.550              119
West Virginia                                         1              594,365              0.0        5.850              118
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              240       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
STATE                                         DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

New York                                          1.99            1.85             55.1          52.1
California - Southern                             1.62            1.52             57.6          52.8
California - Northern                             1.61            1.53             59.6          55.3
Virginia                                          1.60            1.58             61.7          60.2
Maryland                                          1.60            1.57             68.3          65.8
Ohio                                              1.49            1.49             60.0          52.7
New Jersey                                        1.88            1.82             60.1          58.5
Texas                                             1.56            1.51             66.5          58.4
Florida                                           1.42            1.32             67.6          59.8
Pennsylvania                                      1.70            1.61             63.6          60.9
Illinois                                          1.84            1.82             59.0          54.8
Vermont                                           1.77            1.77             53.5          53.5
Massachusetts                                     1.84            1.84             53.7          53.7
Connecticut                                       1.55            1.55             55.5          52.5
South Carolina                                    1.57            1.57             68.9          68.9
North Carolina                                    1.80            1.79             70.1          69.8
Kentucky                                          1.62            1.35             75.1          69.5
Georgia                                           1.75            1.71             62.6          59.7
Colorado                                          1.79            1.72             61.6          59.8
Utah                                              1.39            1.20             70.4          64.2
Arizona                                           1.83            1.83             48.4          40.9
Nebraska                                          1.52            1.52             65.9          52.3
Hawaii                                            1.72            1.33             61.3          51.9
Wisconsin                                         1.73            1.61             65.9          60.9
Minnesota                                         1.51            1.51             71.6          62.9
Delaware                                          1.43            1.25             78.0          65.7
Kansas                                            1.68            1.68             63.7          63.7
Rhode Island                                      1.95            1.95             59.2          59.2
New Mexico                                        1.75            1.75             64.6          64.6
Indiana                                           1.70            1.70             61.3          57.5
Washington                                        1.75            1.75             64.5          64.5
Iowa                                              1.88            1.88             54.2          49.3
Oklahoma                                          1.45            1.22             71.9          64.9
Virgin Islands                                    1.85            1.85             64.6          64.6
Oregon                                            1.95            1.76             55.0          53.5
Mississippi                                       1.51            1.29             67.4          57.6
Tennessee                                         1.38            1.38             63.3          53.4
Alabama                                           1.83            1.83             56.4          47.6
Michigan                                          1.68            1.68             64.3          64.3
New Hampshire                                     1.62            1.62             42.5          18.9
West Virginia                                     1.08            1.08             52.1           7.2
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================




                                      I-10




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



PROPERTY TYPES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                NUMBER OF          AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                MORTGAGED       CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
PROPERTY TYPE                                   PROPERTIES       BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Retail
       Anchored                                      35          773,375,368             31.8        5.559               99
       Free Standing                                 69          205,509,102              8.4        5.724              108
       Specialty                                      1          100,574,654              4.1        5.625               78
       Unanchored                                    29           97,058,108              4.0        5.643              117
       Shadow Anchored                                7           18,652,558              0.8        5.828              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                             141       $1,195,169,790             49.1%       5.604%             101
                                                ---------------------------------------------------------------------------
Office
       Urban                                          9          372,592,230             15.3        5.775              150
       Suburban                                      20          237,538,874              9.8        5.902              108
       Medical                                        6           34,161,719              1.4        5.920              119
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              35       $  644,292,824             26.5%       5.829%             133
                                                ---------------------------------------------------------------------------
Hospitality
       Full Service                                   5          134,727,840              5.5        5.588               94
       Limited Service                               11           98,482,720              4.0        5.957              112
       Extended Stay                                  2           31,455,649              1.3        5.620              119
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              18       $  264,666,209             10.9%       5.729%             104
                                                ---------------------------------------------------------------------------
Industrial/Warehouse
       Warehouse                                     13           90,158,139              3.7        5.586              116
       Warehouse/Cold Storage                         3           72,500,000              3.0        5.480              117
       Flex                                           3           24,393,226              1.0        5.705              119
       Light                                          4           16,899,560              0.7        5.771              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              23       $  203,950,925              8.4%       5.578%             117
                                                ---------------------------------------------------------------------------
Other
       Theater                                        2           22,833,857              0.9        5.745              118
       Leased Fee                                     4           20,207,834              0.8        5.686              118
       Medical/Rehab Center                           1            8,300,000              0.3        5.990              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               7       $   51,341,692              2.1%       5.762%             118
                                                ---------------------------------------------------------------------------
Self Storage
Self Storage                                          9           31,607,082              1.3        5.887              125
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               9       $   31,607,082              1.3%       5.887%             125
                                                ---------------------------------------------------------------------------
Mixed Use
       Office/Retail                                  4           23,653,159              1.0        6.074              120
       Office/Retail/Multifamily                      1            4,495,311              0.2        5.760              119
       Retail/Multifamily                             1            2,500,000              0.1        5.840              118
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               6       $   30,648,470              1.3%       6.009%             119
                                                ---------------------------------------------------------------------------
Multifamily
       Cooperative                                    1           13,267,959              0.5        6.750              117
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               1       $   13,267,959              0.5%       6.750%             117
---------------------------------------------------------------------------------------------------------------------------
TOTAL                                               240       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


PROPERTY TYPES
------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
PROPERTY TYPE                                 DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Retail
       Anchored                                   1.67            1.64             62.2          60.9
       Free Standing                              1.67            1.66             62.2          57.7
       Specialty                                  1.28            1.28             61.0          49.6
       Unanchored                                 1.55            1.45             60.5          53.3
       Shadow Anchored                            1.78            1.73             55.8          48.0
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.63X           1.60X            61.8%         58.6%
                                              --------------------------------------------------------
Office
       Urban                                      1.70            1.50             58.0          53.6
       Suburban                                   1.50            1.41             63.4          60.1
       Medical                                    1.68            1.41             62.8          53.4
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.63X           1.46X            60.2%         56.0%
                                              --------------------------------------------------------
Hospitality
       Full Service                               2.23            2.23             51.5          50.4
       Limited Service                            1.62            1.48             69.0          59.8
       Extended Stay                              2.13            2.13             56.8          55.1
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.99X           1.94X            58.6%         54.5%
                                              --------------------------------------------------------
Industrial/Warehouse
       Warehouse                                  1.73            1.70             62.5          60.5
       Warehouse/Cold Storage                     1.88            1.88             54.0          54.0
       Flex                                       1.41            1.39             71.1          67.7
       Light                                      1.88            1.72             55.9          50.7
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.76X           1.73X            60.0%         58.3%
                                              --------------------------------------------------------
Other
       Theater                                    1.52            1.52             65.9          52.3
       Leased Fee                                 2.27            2.27             36.8          36.0
       Medical/Rehab Center                       1.70            1.34             70.9          64.3
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.84X           1.79X            55.3%         47.8%
                                              --------------------------------------------------------
Self Storage
Self Storage                                      1.55            1.47             59.6          51.5
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.55X           1.47X            59.6%         51.5%
                                              --------------------------------------------------------
Mixed Use
       Office/Retail                              1.73            1.51             69.3          62.4
       Office/Retail/Multifamily                  2.02            2.02             39.8          33.6
       Retail/Multifamily                         1.90            1.59             61.3          54.2
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.79X           1.59X            64.3%         57.5%
                                              --------------------------------------------------------
Multifamily
       Cooperative                                7.34            7.34             11.1           9.7
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           7.34X           7.34X            11.1%          9.7%
------------------------------------------------------------------------------------------------------
TOTAL                                             1.72X           1.64X            60.5%         56.8%
======================================================================================================




                                      I-11


                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



MORTGAGE RATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
MORTGAGE RATE (%)                             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                        34          804,796,525             33.1        5.410               97
5.501 - 6.000                                       134        1,212,779,816             49.8        5.707              110
6.001 - 6.500                                        24          375,757,440             15.4        6.113              151
6.501 - 7.000                                         4           30,023,608              1.2        6.698              121
7.501 <=                                              1           11,587,561              0.5        7.630               44
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
MORTGAGE RATE (%)                             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

5.001 - 5.500                                     1.92            1.91             52.8          52.4
5.501 - 6.000                                     1.59            1.53             64.1          59.3
6.001 - 6.500                                     1.52            1.26             67.8          60.9
6.501 - 7.000                                     4.07            4.07             43.1          39.3
7.501 <=                                          1.42            1.42             32.0          28.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 5.050%
Maximum: 7.630%
Weighted Average: 5.693%



ORIGINAL TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                               17          309,395,469             12.7        5.498               56
61 - 120                                            177        1,894,149,481             77.8        5.679              113
121 - 180                                             3          231,400,000              9.5        6.068              174
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.84            1.84             55.9          55.8
61 - 120                                          1.72            1.66             60.3          56.4
121 - 180                                         1.54            1.22             67.9          61.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 60 mos.
Maximum: 180 mos.
Weighted Average: 116 mos.


REMAINING TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING TERM TO STATED MATURITY (MOS.)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                               18          320,983,030             13.2        5.575               56
61 - 120                                            176        1,882,561,921             77.3        5.667              114
121 - 180                                             3          231,400,000              9.5        6.068              174
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.83            1.83             55.0          54.9
61 - 120                                          1.72            1.67             60.5          56.6
121 - 180                                         1.54            1.22             67.9          61.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 44 mos.
Maximum: 179 mos.
Weighted Average: 112 mos.


                                      I-12




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



ORIGINAL AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL AMORTIZATION TERM (MOS.)             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                                 75        1,332,365,500             54.7        5.527              102
       121 - 180                                      3           13,729,615              0.6        5.800              118
       181 - 240                                      3           14,734,479              0.6        6.035              118
       241 - 300                                     17          440,679,127             18.1        5.974              134
       301 - 360                                     97          584,498,730             24.0        5.844              118
       361 - 420                                      2           48,937,500              2.0        5.768              120
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                              1.81            1.81             58.1          58.1
       121 - 180                                  1.34            1.34             45.2          11.0
       181 - 240                                  1.37            1.37             59.3          39.4
       241 - 300                                  1.48            1.29             63.5          54.9
       301 - 360                                  1.72            1.58             62.9          55.9
       361 - 420                                  1.35            1.16             75.6          70.7
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 132 mos.
Maximum: 420 mos.
Weighted Average: 333 mos.



REMAINING AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING AMORTIZATION TERM (MOS.)            MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                                 75        1,332,365,500             54.7        5.527              102
       121 - 180                                      3           13,729,615              0.6        5.800              118
       181 - 240                                      4           26,322,040              1.1        6.737               85
       241 - 300                                     16          429,091,566             17.6        5.929              136
       301 - 360                                     97          584,498,730             24.0        5.844              118
       361 - 420                                      2           48,937,500              2.0        5.768              120
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING AMORTIZATION TERM (MOS.)            DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
       Interest Only                              1.81            1.81             58.1          58.1
       121 - 180                                  1.34            1.34             45.2          11.0
       181 - 240                                  1.39            1.39             47.3          34.7
       241 - 300                                  1.48            1.29             64.3          55.6
       301 - 360                                  1.72            1.58             62.9          55.9
       361 - 420                                  1.35            1.16             75.6          70.7
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 130 mos.
Maximum: 420 mos.
Weighted Average: 327 mos.



                                      I-13



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



DEBT SERVICE COVERAGE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIO (X)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<= 1.20                                              11           62,964,529              2.6        5.895               95
1.21 - 1.30                                          14          149,969,179              6.2        5.742               91
1.31 - 1.40                                          20          162,685,231              6.7        5.896              117
1.41 - 1.50                                          30          365,295,436             15.0        5.743              114
1.51 - 1.60                                          28          591,999,076             24.3        5.849              141
1.61 - 1.70                                          15          120,599,192              5.0        5.725              119
1.71 - 1.80                                          19          226,188,222              9.3        5.594               98
1.81 - 1.90                                          20          281,199,851             11.5        5.551               86
1.91 - 2.00                                          10          129,576,297              5.3        5.435               67
2.01 <=                                              30          344,467,937             14.1        5.487              116
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIO (X)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<= 1.20                                           1.14            1.14             62.3          49.8
1.21 - 1.30                                       1.27            1.27             64.1          53.3
1.31 - 1.40                                       1.37            1.25             67.8          60.4
1.41 - 1.50                                       1.45            1.36             65.6          62.2
1.51 - 1.60                                       1.55            1.41             67.9          63.7
1.61 - 1.70                                       1.67            1.64             63.0          60.8
1.71 - 1.80                                       1.75            1.68             59.3          57.1
1.81 - 1.90                                       1.85            1.82             58.2          57.4
1.91 - 2.00                                       1.95            1.92             54.2          53.5
2.01 <=                                           2.54            2.52             41.2          39.8
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================

Minimum: 1.08x
Maximum: 7.34x
Weighted Average: 1.72x



DEBT SERVICE COVERAGE RATIOS POST IO
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIOS POST IO (X)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<= 1.20                                              26          431,647,029             17.7        5.952              144
1.21 - 1.30                                          24          251,284,379             10.3        5.801              103
1.31 - 1.40                                          21          128,722,731              5.3        6.005              116
1.41 - 1.50                                          19          249,835,236             10.3        5.697              112
1.51 - 1.60                                          27          358,514,076             14.7        5.673              119
1.61 - 1.70                                          15          124,199,192              5.1        5.710              119
1.71 - 1.80                                          15          184,148,222              7.6        5.525               93
1.81 - 1.90                                          15          257,999,851             10.6        5.550               83
1.91 - 2.00                                           8          117,476,297              4.8        5.411               62
2.01 <=                                              27          331,117,937             13.6        5.472              116
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIOS POST IO (X)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<= 1.20                                           1.42            1.18             68.2          61.3
1.21 - 1.30                                       1.35            1.25             67.9          58.9
1.31 - 1.40                                       1.49            1.35             66.6          57.9
1.41 - 1.50                                       1.49            1.45             62.2          59.9
1.51 - 1.60                                       1.59            1.57             66.0          63.2
1.61 - 1.70                                       1.71            1.67             62.5          60.1
1.71 - 1.80                                       1.76            1.75             56.5          55.7
1.81 - 1.90                                       1.85            1.85             58.0          57.8
1.91 - 2.00                                       1.95            1.95             54.4          54.2
2.01 <=                                           2.56            2.55             40.7          39.5
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 1.08x
Maximum: 7.34x
Weighted Average: 1.64x



                                      I-14




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1



LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN-TO-VALUE RATIO (%)                       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<=20.0                                                2           17,249,618              0.7        6.448              117
20.1 - 30.0                                           2           46,997,815              1.9        5.262              118
30.1 - 40.0                                          10           86,078,766              3.5        5.843              108
40.1 - 50.0                                          26          211,012,834              8.7        5.468              117
50.1 - 60.0                                          43          642,056,364             26.4        5.532               88
60.1 - 70.0                                          71        1,005,390,403             41.3        5.768              124
70.1 - 80.0                                          43          426,159,150             17.5        5.858              118
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN-TO-VALUE RATIO (%)                       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<=20.0                                            6.44            6.44             13.1          11.0
20.1 - 30.0                                       2.17            2.17             29.8          29.6
30.1 - 40.0                                       2.19            2.17             35.5          30.8
40.1 - 50.0                                       2.15            2.13             45.4          43.4
50.1 - 60.0                                       1.80            1.78             55.3          53.4
60.1 - 70.0                                       1.54            1.43             65.5          60.9
70.1 - 80.0                                       1.46            1.33             74.4          69.3
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 11.1%
Maximum: 80.0%
Weighted Average: 60.5%



BALLOON LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

0.0 - 10.0                                            2           21,182,402              0.9        6.414              117
10.1 - 20.0                                           3            9,796,831              0.4        5.613              118
20.1 - 30.0                                           4           62,577,780              2.6        5.737              104
30.1 - 40.0                                          17           98,293,487              4.0        5.647              118
40.1 - 50.0                                          36          389,187,899             16.0        5.595              105
50.1 - 60.0                                          57          709,917,929             29.2        5.562               92
60.1 - 70.0                                          65          933,448,622             38.3        5.796              129
70.1 - 80.0                                          13          210,540,000              8.6        5.803              118
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                              197       $2,434,944,951            100.0%       5.693%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

0.0 - 10.0                                        5.00            5.00             26.4           8.8
10.1 - 20.0                                       2.40            2.40             29.3          15.7
20.1 - 30.0                                       2.07            2.07             30.3          29.2
30.1 - 40.0                                       2.12            2.08             39.5          33.7
40.1 - 50.0                                       1.77            1.76             52.4          46.3
50.1 - 60.0                                       1.78            1.74             57.6          55.2
60.1 - 70.0                                       1.54            1.42             68.0          64.6
70.1 - 80.0                                       1.50            1.41             75.6          73.1
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.72X           1.64X            60.5%         56.8%
======================================================================================================


Minimum: 7.2%
Maximum: 75.5%
Weighted Average: 56.8%




                                      I-15




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                     GROUP 1



PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1)(2)(3)

------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-07                JUL-08                 JUL-09                 JUL-10                JUL-11
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          97.37%                89.00%                 73.52%                 57.83%                58.11%
Greater of YM and 1.00%              2.63%                11.00%                 26.48%                 41.90%                41.62%
Open                                 0.00%                 0.00%                  0.00%                  0.27%                 0.27%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding   $2,434,944,951        $2,426,309,963         $2,416,917,117         $2,406,320,181        $2,383,187,576
% Initial Pool Balance             100.00%                99.65%                 99.26%                 98.82%                97.87%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-12                JUL-13                 JUL-14                 JUL-15                JUL-16
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          63.51%                63.37%                 68.04%                 67.53%                66.66%
Greater of YM and 1.00%             35.25%                35.35%                 31.76%                 31.84%                31.92%
Open                                 1.25%                 1.29%                  0.20%                  0.63%                 1.42%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding   $2,060,613,377        $1,994,795,528         $1,842,874,826         $1,829,095,107        $1,814,583,716
% Initial Pool Balance              84.63%                81.92%                 75.68%                 75.12%                74.52%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-17                JUL-18                 JUL-19                 JUL-20                JUL-21
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          96.30%               100.00%                100.00%                100.00%               100.00%
Greater of YM and 1.00%              3.70%                 0.00%                  0.00%                  0.00%                 0.00%
Open                                 0.00%                 0.00%                  0.00%                  0.00%                 0.00%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding     $230,019,327          $217,700,280           $213,640,452           $209,360,869          $204,775,264
% Initial Pool Balance               9.45%                 8.94%                  8.77%                  8.60%                 8.41%
------------------------------------------------------------------------------------------------------------------------------------


Notes:

(1) The analysis is based on 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-16




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



MORTGAGE LOAN SELLERS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN SELLER                                   MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Morgan Stanley Mortgage Capital Holdings LLC         13          132,685,363             46.1        5.494              117
Wells Fargo Bank, National Association                9           85,684,707             29.8        5.674              100
Principal Commercial Funding II, LLC                  4           47,850,000             16.6        5.829              119
Bear Stearns Commercial Mortgage, Inc.                2           21,700,000              7.5        5.375              119
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN SELLER                                   DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Morgan Stanley Mortgage Capital Holdings LLC      1.97            1.93             55.2          54.5
Wells Fargo Bank, National Association            1.71            1.57             68.5          65.8
Principal Commercial Funding II, LLC              1.44            1.42             66.4          65.7
Bear Stearns Commercial Mortgage, Inc.            1.96            1.92             51.1          50.6
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================




CUT-OFF DATE BALANCES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
CUT-OFF DATE BALANCE ($)                      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1,000,001 - 2,000,000                                 1            1,350,000              0.5        5.950              119
2,000,001 - 3,000,000                                 5           13,984,707              4.9        5.804              118
3,000,001 - 4,000,000                                 4           15,085,363              5.2        5.696              103
4,000,001 - 5,000,000                                 1            4,250,000              1.5        5.500              118
5,000,001 - 6,000,000                                 1            5,600,000              1.9        5.820              119
6,000,001 - 7,000,000                                 2           13,050,000              4.5        5.609              119
7,000,001 - 8,000,000                                 3           23,200,000              8.1        5.466              118
8,000,001 - 9,000,000                                 1            9,000,000              3.1        5.728              120
9,000,001 - 10,000,000                                1           10,000,000              3.5        5.730              118
10,000,001 - 15,000,000                               2           24,700,000              8.6        5.500              119
15,000,001 - 20,000,000                               4           68,200,000             23.7        5.456              119
20,000,001 - 30,000,000                               1           26,000,000              9.0        5.710               59
30,000,001 <=                                         2           73,500,000             25.5        5.636              119
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
CUT-OFF DATE BALANCE ($)                      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1,000,001 - 2,000,000                             1.42            1.42             65.2          65.2
2,000,001 - 3,000,000                             1.71            1.64             60.8          53.9
3,000,001 - 4,000,000                             4.68            4.55             48.1          43.9
4,000,001 - 5,000,000                             1.54            1.54             54.9          54.9
5,000,001 - 6,000,000                             1.47            1.23             61.2          55.2
6,000,001 - 7,000,000                             1.58            1.58             60.1          60.1
7,000,001 - 8,000,000                             1.70            1.56             53.4          52.3
8,000,001 - 9,000,000                             1.76            1.76             52.2          52.2
9,000,001 - 10,000,000                            1.74            1.74             72.5          72.5
10,000,001 - 15,000,000                           1.46            1.46             59.0          59.0
15,000,001 - 20,000,000                           2.08            1.91             55.2          53.2
20,000,001 - 30,000,000                           1.26            1.26             77.4          77.4
30,000,001 <=                                     1.42            1.42             65.1          65.1
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: $1,350,000
Maximum: $40,000,000
Weighted Average: $10,282,860



                                      I-17



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



STATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                  NUMBER OF        AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                  MORTGAGED     CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
STATE                                             PROPERTIES     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Virginia                                              2           57,000,000             19.8        5.428              119
California - Southern                                 7           52,350,000             18.2        5.512              119
California - Northern                                 1            3,000,000              1.0        5.780              119
Pennsylvania                                          1           33,500,000             11.6        5.870              119
Alaska                                                2           32,500,000             11.3        5.559              118
Texas                                                 1           26,000,000              9.0        5.710               59
Michigan                                              4           21,791,582              7.6        5.756              118
Indiana                                               1           18,700,000              6.5        5.329              119
Arizona                                               1            9,000,000              3.1        5.728              120
New Jersey                                            1            8,000,000              2.8        5.400              116
New York                                              2            7,000,000              2.4        5.502              119
Oregon                                                1            5,600,000              1.9        5.820              119
Illinois                                              1            4,000,000              1.4        5.670              120
Nevada                                                1            3,985,363              1.4        6.020               56
South Carolina                                        1            3,100,000              1.1        5.720              119
Georgia                                               1            2,393,126              0.8        5.950              117
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
STATE                                         DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Virginia                                          1.70            1.70             57.5          57.5
California - Southern                             1.46            1.46             57.7          57.7
California - Northern                             2.29            2.29             42.7          42.7
Pennsylvania                                      1.35            1.35             68.6          68.6
Alaska                                            2.05            1.69             62.0          57.7
Texas                                             1.26            1.26             77.4          77.4
Michigan                                          1.71            1.71             70.4          67.7
Indiana                                           2.01            2.01             51.1          51.1
Arizona                                           1.76            1.76             52.2          52.2
New Jersey                                        2.14            1.74             45.5          42.2
New York                                          8.32            8.20             25.6          24.1
Oregon                                            1.47            1.23             61.2          55.2
Illinois                                          1.47            1.22             80.0          72.0
Nevada                                            1.52            1.52             41.5          39.1
South Carolina                                    1.71            1.42             68.9          62.0
Georgia                                           1.22            1.22             74.8          63.6
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================




                                      I-18




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



PROPERTY TYPES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                  NUMBER OF        AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                  MORTGAGED     CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
PROPERTY TYPE                                     PROPERTIES     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

Multifamily
       Garden                                        15          202,241,582             70.2        5.590              111
       Low Rise                                       3           34,700,000             12.1        5.536              118
       Mid Rise                                       4           21,300,000              7.4        5.523              119
       Cooperative                                    1            4,000,000              1.4        5.380              119
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                              23       $  262,241,582             91.1%       5.574%             113
                                                  -------------------------------------------------------------------------
Manufactured Housing Community
       Manufactured Housing Community                 5           25,678,489              8.9        5.794              108
---------------------------------------------------------------------------------------------------------------------------
              SUBTOTAL:                               5       $   25,678,489              8.9%       5.794%             108
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
PROPERTY TYPE                                 DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

Multifamily
       Garden                                     1.64            1.58             62.0          60.9
       Low Rise                                   1.71            1.55             58.6          56.8
       Mid Rise                                   1.49            1.45             55.1          54.6
       Cooperative                               13.33           13.33              6.7           6.7
------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.82X           1.75X            60.2%         59.0%
                                              ---------------------------------------------------------
Manufactured Housing Community
       Manufactured Housing Community             1.66            1.62             66.2          64.0
-------------------------------------------------------------------------------------------------------
              SUBTOTAL:                           1.66X           1.62X            66.2%         64.0%
-------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
=======================================================================================================




                                      I-19



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



MORTGAGE RATES
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
MORTGAGE RATE (%)                             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                        11          138,700,000             48.2        5.438              119
5.501 - 6.000                                        16          145,234,707             50.4        5.731              108
6.001 - 6.500                                         1            3,985,363              1.4        6.020               56
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
MORTGAGE RATE (%)                             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

5.001 - 5.500                                     2.01            1.99             54.5          54.3
5.501 - 6.000                                     1.61            1.50             67.1          64.9
6.001 - 6.500                                     1.52            1.52             41.5          39.1
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 5.329%
Maximum: 6.020%
Weighted Average: 5.594%



ORIGINAL TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                                2           29,985,363             10.4        5.751               59
61 - 120                                             26          257,934,707             89.6        5.576              119
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.29            1.29             72.6          72.3
61 - 120                                          1.86            1.79             59.3          58.0
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 60 mos.
Maximum: 120 mos.
Weighted Average: 114 mos.



REMAINING TERMS TO STATED MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING TERM TO STATED MATURITY (MOS.)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1 - 60                                                2           29,985,363             10.4        5.751               59
61 - 120                                             26          257,934,707             89.6        5.576              119
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1 - 60                                            1.29            1.29             72.6          72.3
61 - 120                                          1.86            1.79             59.3          58.0
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 56 mos.
Maximum: 120 mos.
Weighted Average: 112 mos.



                                      I-20




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



ORIGINAL AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
ORIGINAL AMORTIZATION TERM (MOS.)             MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
              Interest Only                          17          219,750,000             76.3        5.579              112
              301 - 360                              11           68,170,070             23.7        5.643              114
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)             DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
              Interest Only                       1.79            1.79             60.7          60.7
              301 - 360                           1.85            1.57             60.8          55.5
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 360 mos.
Maximum: 360 mos.
Weighted Average: 360 mos.



REMAINING AMORTIZATION TERMS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
REMAINING AMORTIZATION TERM (MOS.)            MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
              Interest Only                          17          219,750,000             76.3        5.579              112
              301 - 360                              11           68,170,070             23.7        5.643              114
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
REMAINING AMORTIZATION TERM (MOS.)            DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

BALLOON LOANS
              Interest Only                       1.79            1.79             60.7          60.7
              301 - 360                           1.85            1.57             60.8          55.5
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 356 mos.
Maximum: 360 mos.
Weighted Average: 360 mos.



                                      I-21




                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



DEBT SERVICE COVERAGE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIO (X)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1.21 - 1.30                                           2           28,393,126              9.9        5.730               64
1.31 - 1.40                                           1           33,500,000             11.6        5.870              119
1.41 - 1.50                                          10          100,297,367             34.8        5.517              119
1.51 - 1.60                                           2            8,235,363              2.9        5.752               88
1.61 - 1.70                                           1            3,000,000              1.0        5.664              119
1.71 - 1.80                                           5           31,294,215             10.9        5.731              119
2.01 <=                                               7           83,200,000             28.9        5.459              118
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIO (X)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1.21 - 1.30                                       1.26            1.26             77.2          76.2
1.31 - 1.40                                       1.35            1.35             68.6          68.6
1.41 - 1.50                                       1.46            1.44             61.0          60.1
1.51 - 1.60                                       1.53            1.53             48.4          47.3
1.61 - 1.70                                       1.65            1.36             50.8          47.4
1.71 - 1.80                                       1.75            1.72             65.0          63.3
2.01 <=                                           2.64            2.46             51.5          49.5
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 1.22x
Maximum: 13.33x
Weighted Average: 1.80x



DEBT SERVICE COVERAGE RATIOS POST IO
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
DEBT SERVICE COVERAGE RATIOS POST IO (X)      MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

1.21 - 1.30                                           4           37,993,126             13.2        5.737               78
1.31 - 1.40                                           2           36,500,000             12.7        5.853              119
1.41 - 1.50                                           9           93,797,367             32.6        5.500              119
1.51 - 1.60                                           2            8,235,363              2.9        5.752               88
1.61 - 1.70                                           1           15,500,000              5.4        5.580              118
1.71 - 1.80                                           6           53,194,215             18.5        5.621              118
2.01 <=                                               4           42,700,000             14.8        5.394              119
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
DEBT SERVICE COVERAGE RATIOS POST IO (X)      DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

1.21 - 1.30                                       1.31            1.25             75.1          72.7
1.31 - 1.40                                       1.37            1.35             67.1          66.9
1.41 - 1.50                                       1.47            1.46             60.4          59.9
1.51 - 1.60                                       1.53            1.53             48.4          47.3
1.61 - 1.70                                       2.02            1.66             60.8          56.7
1.71 - 1.80                                       1.92            1.74             61.2          58.7
2.01 <=                                           3.18            3.18             44.6          44.6
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 1.22x
Maximum: 13.33x
Weighted Average: 1.74x



                                      I-22



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2



LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
LOAN-TO-VALUE RATIO (%)                       MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

<= 20.0                                               1            4,000,000              1.4        5.380              119
40.1 - 50.0                                           4           31,985,363             11.1        5.513              110
50.1 - 60.0                                           8           68,200,000             23.7        5.490              119
60.1 - 70.0                                          10          138,744,215             48.2        5.624              119
70.1 - 80.0                                           5           44,990,493             15.6        5.735               84
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
LOAN-TO-VALUE RATIO (%)                       DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

<= 20.0                                          13.33           13.33              6.7           6.7
40.1 - 50.0                                       2.12            2.02             45.4          44.3
50.1 - 60.0                                       1.66            1.65             54.1          54.0
60.1 - 70.0                                       1.60            1.50             64.1          62.4
70.1 - 80.0                                       1.40            1.37             76.0          74.1
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 6.7%
Maximum: 80.0%
Weighted Average: 60.7%



BALLOON LOAN-TO-VALUE RATIOS
---------------------------------------------------------------------------------------------------------------------------
                                                                                   PERCENT BY     WEIGHTED         WEIGHTED
                                                                   AGGREGATE        AGGREGATE      AVERAGE          AVERAGE
                                                 NUMBER OF      CUT-OFF DATE     CUT-OFF DATE     MORTGAGE        REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)               MORTGAGE LOANS     BALANCE ($)      BALANCE (%)     RATE (%)      TERM (MOS.)
---------------------------------------------------------------------------------------------------------------------------

0.0 - 10.0                                            1            4,000,000              1.4        5.380              119
30.1 - 40.0                                           1            3,985,363              1.4        6.020               56
40.1 - 50.0                                           4           31,000,000             10.8        5.462              118
50.1 - 60.0                                          12          108,891,582             37.8        5.540              119
60.1 - 70.0                                           7          100,043,126             34.7        5.638              119
70.1 - 80.0                                           3           40,000,000             13.9        5.711               80
---------------------------------------------------------------------------------------------------------------------------
TOTAL:                                               28       $  287,920,070            100.0%       5.594%             112
===========================================================================================================================


------------------------------------------------------------------------------------------------------
                                                              WEIGHTED         WEIGHTED      WEIGHTED
                                              WEIGHTED         AVERAGE          AVERAGE       AVERAGE
                                               AVERAGE            DSCR     CUT-OFF DATE       BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)               DSCR (X)    AFTER IO (X)          LTV (%)       LTV (%)
------------------------------------------------------------------------------------------------------

0.0 - 10.0                                       13.33           13.33              6.7           6.7
30.1 - 40.0                                       1.52            1.52             41.5          39.1
40.1 - 50.0                                       2.16            2.03             46.5          45.3
50.1 - 60.0                                       1.77            1.64             57.7          55.6
60.1 - 70.0                                       1.45            1.44             65.0          64.5
70.1 - 80.0                                       1.40            1.38             76.4          75.6
------------------------------------------------------------------------------------------------------
TOTAL:                                            1.80X           1.74X            60.7%         59.5%
======================================================================================================


Minimum: 6.7%
Maximum: 77.4%
Weighted Average: 59.5%



                                      I-23



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                     GROUP 2



PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1)(2)(3)

------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-07                JUL-08                 JUL-09                 JUL-10                JUL-11
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                         100.00%                98.63%                 56.77%                 44.62%                44.61%
Greater of YM and 1.00%              0.00%                 1.37%                 43.23%                 54.04%                54.07%
Open                                 0.00%                 0.00%                  0.00%                  1.34%                 1.32%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding     $287,920,070          $287,780,717           $287,630,778           $287,462,570          $287,140,049
% Initial Pool Balance             100.00%                99.95%                 99.90%                 99.84%                99.73%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions             JUL-12                JUL-13                 JUL-14                 JUL-15                JUL-16
------------------------------------------------------------------------------------------------------------------------------------

Locked Out                          39.62%                39.45%                 26.15%                 25.92%                25.67%
Greater of YM and 1.00%             60.38%                60.55%                 60.72%                 60.91%                61.10%
Open                                 0.00%                 0.00%                 13.13%                 13.18%                13.23%
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                             100.00%               100.00%                100.00%                100.00%               100.00%
------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding     $256,975,808          $256,122,473           $255,219,154           $254,262,919          $253,260,201
% Initial Pool Balance              89.25%                88.96%                 88.64%                 88.31%                87.96%
------------------------------------------------------------------------------------------------------------------------------------


Notes:

(1) The analysis is based on 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-24

                                  APPENDEX II






















APPENDIX II

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS



---------------------------------------------------------------------------------------------------------------------------
MORTGAGE     CMSA         CMSA       LOAN       MORTGAGE
LOAN NO.   LOAN NO.   PROPERTY NO.   GROUP   LOAN SELLER(1)   PROPERTY NAME(2)
---------------------------------------------------------------------------------------------------------------------------

    1          1         1-001         1          BSCMI       360 Park Avenue South
    2          2         2-001         1          MSMCH       Legacy Village
               3                                              C&S Wholesale Portfolio (I)
    3                    3-001         1          BSCMI       C&S Wholesale Portfolio - Westfield (I)
    4                    3-002         1          BSCMI       C&S Wholesale Portfolio - Aberdeen (I)
    5                    3-003         1          BSCMI       C&S Wholesale Portfolio - North Hatfield (I)
    6                    3-004         1          BSCMI       C&S Wholesale Portfolio - South Hatfield (I)
    7          4         4-001         1          MSMCH       Fair City Mall
    8          5         5-001         1          MSMCH       Plaza at Landmark
    9          6         6-001         1          BSCMI       Maple Tree Place
   10          7         7-001         1          BSCMI       The Mercer Hotel
               8                                              NY Inland Portfolio (II)
   11                    8-001         1          BSCMI       NY Inland Portfolio - Wilton Square (II)
   12                    8-002         1          BSCMI       NY Inland Portfolio - Mid-Hudson Shopping Center (II)
   13          9         9-001         1          BSCMI       485 Madison Avenue
   14         10         10-001        1           WFB        Parkshore Plaza 1
   15         11         11-001        2          MSMCH       Tysons Glen
   16         12         12-001        1           WFB        Florence Mall
              13                                              Springfield Hotel Portfolio (III)
   17                    13-001        1          BSCMI       Springfield Crowne Plaza (III)
   18                    13-002        1          BSCMI       Springfield Holiday Inn Express (III)
   19         14         14-001        1          BSCMI       Gardiner Manor Mall
   20         15         15-001        1          BSCMI       161 William Street
   21         16         16-001        1          MSMCH       Marriott Raleigh Crabtree Valley
   22         17         17-001        2          PCFII       Townline Townhomes
   23         18         18-001        1           WFB        Pacific Plaza
   24         19         19-001        1          BSCMI       2220 91st Street
   25         20         20-001        1          BSCMI       8 West 40th Street
   26         21         21-001        1          PCFII       791 Park of Commerce
   27         22         22-001        1           WFB        Project SEB - Skyline Village
   28         23         23-001        1          PCFII       Millrock Park North
   29         24         24-001        1          BSCMI       Residence Inn - Herndon
   30         25         25-001        1          BSCMI       Century III Plaza
   31         26         26-001        1          PCFII       Lennox Town Center
   32         27         27-001        2           WFB        The Reserve at the Fountains
   33         28         28-001        1          BSCMI       Towne Square Mall
   34         29         29-001        1          MSMCH       Eastlake Village Center
   35         30         30-001        1           WFB        Project SEB - Hillview Shopping Center
   36         31         31-001        1           WFB        Project SEB - Towne Square
   37         32         32-001        1          PCFII       Rookwood Tower
   38         33         33-001        1           WFB        Project SEB - Kings Contrivance
              34                                              CT Inland Portfolio (IV)
   39                    34-001        1          BSCMI       CT Inland Portfolio - Home Depot Plaza (IV)
   40                    34-002        1          BSCMI       CT Inland Portfolio - Orange Plaza (IV)
   41         35         35-001        1          PCFII       Reston Sunrise I & II
   42         36         36-001        1          PCFII       Iron Horse Plaza
   43         37         37-001        1          PCFII       Agoura Gateway Center
   44         38         38-001        1           WFB        Project SEB - Ingleside Shopping Center
   45         39         39-001        2          BSCMI       The Fields Apartment Homes
   46         40         40-001        1          MSMCH       Soundview Plaza
   47         41         41-001        2          MSMCH       Stuart Woods
   48         42         42-001        2           WFB        Jillian Square Apartments
              43                                              Arizona Self Storage Portfolio (V)
   49                    43-001        1           WFB        Arizona Self Storage Portfolio - San Tan Storage (V)
   50                    43-002        1           WFB        Arizona Self Storage Portfolio - Deer Valley II Storage (V)
   51                    43-003        1           WFB        Arizona Self Storage Portfolio - AZ Mini Storage (V)
   52                    43-004        1           WFB        Arizona Self Storage Portfolio - Gilbert Storage (V)
   53                    43-005        1           WFB        Arizona Self Storage Portfolio - Cactus Storage (V)
   54         44         44-001        1          MSMCH       St. Francis Liliha Medical Office Building
   55         45         45-001        1           WFB        Project SEB - Security Square Shopping Center
   56         46         46-001        1          BSCMI       Oakview 24
   57         47         47-001        1          PCFII       Konterra Business Campus
   58         48         48-001        2           WFB        Sophie Plaza Apartments
              49                                              Cole Applebees Portfolio I (VI)
   59                    49-001        1          BSCMI       Cole Applebees Portfolio I - Santa Fe (VI)
   60                    49-002        1          BSCMI       Cole Applebees Portfolio I - Windsor Springs (VI)
   61                    49-003        1          BSCMI       Cole Applebees Portfolio I - Airport Throughway Columbus (VI)
   62                    49-004        1          BSCMI       Cole Applebees Portfolio I - Albany (VI)
   63                    49-005        1          BSCMI       Cole Applebees Portfolio I - Macon Mall (VI)
   64                    49-006        1          BSCMI       Cole Applebees Portfolio I - Gateway (VI)
   65                    49-007        1          BSCMI       Cole Applebees Portfolio I - Walla Walla (VI)
   66                    49-008        1          BSCMI       Cole Applebees Portfolio I - Garden of Gods (VI)
              50                                              Grand Mart Chicago Portfolio (VII)
   67                    50-001        1          BSCMI       Grand Mart Chicago Portfolio - Bridgeview (VII)
   68                    50-002        1          BSCMI       Grand Mart Chicago Portfolio - Joliet (VII)
   69                    50-003        1          BSCMI       Grand Mart Chicago Portfolio - Aurora (VII)
   70         51         51-001        1           WFB        Comfort Suites BWI Airport
   71         52         52-001        1           WFB        Empire Towers
   72         53         53-001        1           WFB        Project SEB - Timonium Crossing
   73         54         54-001        1          BSCMI       Embassy Suites Hotel - Secaucus
   74         55         55-001        1          BSCMI       Rivery Town Center (A)
   75         56         56-001        1          BSCMI       Gander Mountain River Park (A)
   76         57         57-001        1          BSCMI       35 Melanie Lane
              58                                              Cole Applebees Portfolio III (VIII)
   77                    58-001        1          BSCMI       Cole Applebees Portfolio III - Longview (VIII)
   78                    58-002        1          BSCMI       Cole Applebees Portfolio III - Grand Junction (VIII)
   79                    58-003        1          BSCMI       Cole Applebees Portfolio III - Garden City (VIII)
   80                    58-004        1          BSCMI       Cole Applebees Portfolio III - Fountain (VIII)
   81                    58-005        1          BSCMI       Cole Applebees Portfolio III - East Lliff Aurora (VIII)
   82                    58-006        1          BSCMI       Cole Applebees Portfolio III - Clovis (VIII)
   83                    58-007        1          BSCMI       Cole Applebees Portfolio III - Macon (VIII)
   84         59         59-001        2          MSMCH       1400 Midvale Court
   85         60         60-001        1          MSMCH       Birchwood Towers Cooperative
              61                                              Cole Applebees Portfolio II (IX)
   86                    61-001        1          BSCMI       Cole Applebees Portfolio II - Columbus (IX)
   87                    61-002        1          BSCMI       Cole Applebees Portfolio II - Gallup (IX)
   88                    61-003        1          BSCMI       Cole Applebees Portfolio II - Savannah (IX)
   89                    61-004        1          BSCMI       Cole Applebees Portfolio II - Warner Robins (IX)
   90                    61-005        1          BSCMI       Cole Applebees Portfolio II - Union Gap (IX)
   91                    61-006        1          BSCMI       Cole Applebees Portfolio II - Loveland (IX)
   92                    61-007        1          BSCMI       Cole Applebees Portfolio II - Littleton (IX)
   93         62         62-001        1          MSMCH       King Plaza
   94         63         63-001        1          PCFII       Oxford Square
   95         64         64-001        1           WFB        Project SEB - Fullerton Plaza
   96         65         65-001        1          MSMCH       Marina Way South
   97         66         66-001        1          MSMCH       Abington Shopping Center
   98         67         67-001        1           WFB        Creekside Inn
   99         68         68-001        1          MSMCH       One Flint Hill
   100        69         69-001        1           WFB        Comfort Suites Chesapeake
   101        70         70-001        1          BSCMI       Crossroads
   102        71         71-001        2          MSMCH       1441 Midvale Tower
   103        72         72-001        1          BSCMI       Home Depot Center
   104        73         73-001        1           WFB        TownePlace Suites
   105        74         74-001        1          BSCMI       Bed Bath & Beyond
   106        75         75-001        1          BSCMI       One Exchange Place
   107        76         76-001        1          MSMCH       Bed Bath & Beyond - Fairfield
   108        77         77-001        2           WFB        Belleville Manor
   109        78         78-001        1          MSMCH       Pearland Retail Center
   110        79         79-001        1           WFB        Fairfield Inn Wilmington
   111        80         80-001        2          PCFII       Cameron Apartments
   112        81         81-001        1          MSMCH       Wall Street West
   113        82         82-001        1          BSCMI       Chesapeake Commons
   114        83         83-001        1          PCFII       Iroquois Shopping Center
   115        84         84-001        1          MSMCH       College Square
   116        85         85-001        1          BSCMI       207 Tradewinds Blvd
   117        86         86-001        1           WFB        Pioneer Industrial
   118        87         87-001        1           WFB        Ramada Inn - Silver Spring
   119        88         88-001        1           WFB        Country Inn & Suites - Chanhassen
   120        89         89-001        1           WFB        Project SEB - North East Station
   121        90         90-001        2          MSMCH       Franklin Manor Apartments
   122        91         91-001        2          MSMCH       The Hilgard
   123        92         92-001        1          BSCMI       Hampton Inn Cincinnati Airport
   124        93         93-001        1          MSMCH       Three Roads Plaza
   125        94         94-001        1          BSCMI       Comfort Inn - Pensacola
              95                                              Blockbuster Portfolio (X)
   126                   95-001        1          MSMCH       Blockbuster Portfolio - Harrisonburg (X)
   127                   95-002        1          MSMCH       Blockbuster Portfolio - Lynchburg (X)
   128                   95-003        1          MSMCH       Blockbuster Portfolio - Danville (X)
   129                   95-004        1          MSMCH       Blockbuster Portfolio - Salem (X)
   130                   95-005        1          MSMCH       Blockbuster Portfolio - Easton (X)
   131                   95-006        1          MSMCH       Blockbuster Portfolio - Roanoke (X)
   132                   95-007        1          MSMCH       Blockbuster Portfolio - Seaford (X)
   133                   95-008        1          MSMCH       Blockbuster Portfolio - Christiansburg (X)
   134                   95-009        1          MSMCH       Blockbuster Portfolio - Beckley (X)
   135                   95-010        1          MSMCH       Blockbuster Portfolio - Staunton (X)
   136        96         96-001        2          MSMCH       Park Rochester Towers
   137        97         97-001        1          BSCMI       Rite Aid - Allentown (B)
   138        98         98-001        1          BSCMI       Rite Aid - Plains (B)
   139        99         99-001        1          MSMCH       Blalock Shopping Center
   140        100       100-001        2          MSMCH       Ashton Towers
   141        101       101-001        1          MSMCH       Douglas Theatre
   142        102       102-001        1           WFB        Radisson Hotel Worthington
   143        103       103-001        1          PCFII       771 East Daily Drive
   144        104       104-001        1          BSCMI       Walgreens Cincinnati (C)
   145        105       105-001        1          BSCMI       Northern Tool Blaine (C )
   146        106       106-001        1          MSMCH       Kingsview Industrial
   147        107       107-001        1          MSMCH       Bank of America - Studio City
   148        108       108-001        1          PCFII       265 North Whisman Road & 325 Middlefield Road
   149        109       109-001        1          MSMCH       Garden Ridge Store - Mesquite
   150        110       110-001        1          MSMCH       The Alameda Office Center
   151        111       111-001        2           WFB        Mason Manor
   152        112       112-001        1          BSCMI       Dick's Sporting Goods - Columbia
   153        113       113-001        1          BSCMI       Rath Gibson
   154        114       114-001        1          PCFII       1551 Sandspur Road
   155        115       115-001        1           WFB        Apple Building - Cupertino
              116                                             Tractor Supply Midwest Portfolio (XI)
   156                  116-001        1          BSCMI       Tractor Supply Midwest Portfolio - Paw Paw (XI)
   157                  116-002        1          BSCMI       Tractor Supply Midwest Portfolio - Ankeny (XI)
   158                  116-003        1          BSCMI       Tractor Supply Midwest Portfolio - Marinette (XI)
   159        117       117-001        1          MSMCH       Garden Ridge Store - Lewisville
   160        118       118-001        1           WFB        Veronica I Medical Office Building
   161        119       119-001        2          MSMCH       Harmony Crossing Apartments
   162        120       120-001        1          MSMCH       Kingston Emporium
   163        121       121-001        1          BSCMI       550 Western
   164        122       122-001        1          BSCMI       Walgreens Madeira (D)
   165        123       123-001        1          BSCMI       ABX Air Coventry (D)
   166        124       124-001        1          PCFII       2044 Forward Drive
   167        125       125-001        1          MSMCH       Country Inn and Suites - Ft Myers Airport
   168        126       126-001        1           WFB        4th Street Inn
   169        127       127-001        1          MSMCH       50-68 West Fordham Road
   170        128       128-001        1          MSMCH       Garden Grove Retail
   171        129       129-001        1           WFB        Red Self Storage
   172        130       130-001        1          MSMCH       Plaza on Union
   173        131       131-001        1          BSCMI       8701-8711 W. 3rd Street
   174        132       132-001        1          MSMCH       Petco - Brooklyn
   175        133       133-001        1          MSMCH       Cancos Tile
   176        134       134-001        1          BSCMI       Walgreens Sharonville (E)
   177        135       135-001        1          BSCMI       Office Max - Orangeburg (E)
   178        136       136-001        1          BSCMI       Coca Cola Facility
   179        137       137-001        1           WFB        3846-3896 5th Ave
   180        138       138-001        1           WFB        Fair Oaks Retail Center
   181        139       139-001        1          MSMCH       CVS - Cumming
   182        140       140-001        1          BSCMI       1178 Broadway
   183        141       141-001        2          MSMCH       Chateau Hilgard
   184        142       142-001        1          MSMCH       Orchard Supply Hardware Store
   185        143       143-001        1          MSMCH       Hampton Inn - Daytona
   186        144       144-001        1          BSCMI       Borders Carmel
   187        145       145-001        1          PCFII       Lombard Square Shopping Center
   188        146       146-001        1          BSCMI       Cost-U-Less
   189        147       147-001        2          MSMCH       890 West End Avenue Cooperative
   190        148       148-001        1          MSMCH       The Madison at Town Center
   191        149       149-001        2          PCFII       Court Royal Apartments
   192        150       150-001        1           WFB        North Pima Shopping Center
   193        151       151-001        2          MSMCH       Aloha Mobile Home Park
   194        152       152-001        1          MSMCH       247 West 35th Street
   195        153       153-001        1          BSCMI       Sportsman's Warehouse
   196        154       154-001        1          MSMCH       Starlight Plaza
   197        155       155-001        1           WFB        3190 Corporate Place
   198        156       156-001        1           WFB        Pilot Professional Building
   199        157       157-001        1          MSMCH       Silver Spur Office Building
   200        158       158-001        1           WFB        Randall Self Storage
   201        159       159-001        1           WFB        4343 Wisconsin Avenue
   202        160       160-001        1          MSMCH       312-314 Bleecker Street
   203        161       161-001        1          MSMCH       JC Penney-Ground Lease
   204        162       162-001        1          BSCMI       Sweetbay / Kash N' Karry Tampa
   205        163       163-001        1           WFB        Best Buy - Cedar Rapids
   206        164       164-001        1          PCFII       353 Highway 35
   207        165       165-001        1           WFB        C & M Mini Warehouse
   208        166       166-001        1          MSMCH       Vogue Plaza
   209        167       167-001        2          MSMCH       Spring Valley MHC & Apartments
   210        168       168-001        2           WFB        Highland Apartments
   211        169       169-001        2          BSCMI       36 Arden Street
   212        170       170-001        1           WFB        432 South Arroyo Parkway Retail
   213        171       171-001        1           WFB        Saratoga Courtyards
   214        172       172-001        1          MSMCH       Point Meadows Professional Building
   215        173       173-001        1           WFB        Walgreens - Denton
   216        174       174-001        2           WFB        Woodview Village Apartments
   217        175       175-001        1          BSCMI       101 Merchants Way
   218        176       176-001        1          BSCMI       Staples - Greenville
   219        177       177-001        1          BSCMI       Broadmoor Mini Storage
              178                                             CVS Portfolio (XII)
   220                  178-001        1          BSCMI       CVS - Johnson City (XII)
   221                  178-002        1          BSCMI       CVS - Cortland (XII)
   222        179       179-001        1          PCFII       3250 Craig Drive
   223        180       180-001        1          BSCMI       Big 5 Plaza
   224        181       181-001        1          PCFII       Lufthansa Technik Facility
   225        182       182-001        1          MSMCH       Eckerd - Cleveland, TN
   226        183       183-001        1          MSMCH       3334 Richmond Ave
   227        184       184-001        1          BSCMI       1520 Westchester Avenue
   228        185       185-001        1          PCFII       6614 East Adamo Drive
   229        186       186-001        1          MSMCH       Meadows Shopping Center
   230        187       187-001        2           WFB        Livonia Apartments
   231        188       188-001        1          PCFII       Innovative Solutions
   232        189       189-001        1           WFB        1479 Ygnacio Valley Road
   233        190       190-001        1          PCFII       1136 Crescent Avenue
   234        191       191-001        1          PCFII       2101 Smith Street
   235        192       192-001        1          BSCMI       Coca Cola Odessa
   236        193       193-001        1          MSMCH       Drayer Physical Therapy
   237        194       194-001        1           WFB        Walgreens Mountain Iron
   238        195       195-001        1          BSCMI       Dick's Sporting Goods - Burlington
   239        196       196-001        1          MSMCH       Peach Orchard Pavilion
   240        197       197-001        2           WFB        Pinebrook Estates
   241        198       198-001        1           WFB        80 & 100 North Lake
   242        199       199-001        1           WFB        Jamestown Flex Building
   243        200       200-001        1          PCFII       Euclid Commons
   244        201       201-001        1          PCFII       5903-5905 82nd Street Retail Center
   245        202       202-001        1          PCFII       6180 Atlantic Boulevard
   246        203       203-001        1          MSMCH       Claremont University Village
   247        204       204-001        1          PCFII       UPS Catoosa
   248        205       205-001        1          BSCMI       Walgreens Dallas
   249        206       206-001        1          MSMCH       The Plazas at Midtown I
   250        207       207-001        1          PCFII       456 San Fernando Mission Boulevard
   251        208       208-001        1          PCFII       Legacy Corporate Center
   252        209       209-001        1          PCFII       Centennial Shops
   253        210       210-001        1          MSMCH       Tractor Supply Store - Amarillo
   254        211       211-001        1          PCFII       16900 Roscoe Boulevard
   255        212       212-001        1          MSMCH       Regent Shoppes - St. Cloud, FL
   256        213       213-001        1          MSMCH       Petco - Portland
   257        214       214-001        1          MSMCH       Northlake Village Lot 1
   258        215       215-001        1          MSMCH       10 Fort Eddy Road
   259        216       216-001        1          MSMCH       739 Fentress Boulevard
   260        217       217-001        1          PCFII       5701 Colleyville Boulevard
   261        218       218-001        1          PCFII       1500 Lawrence Avenue
   262        219       219-001        1          MSMCH       IHOP - Mishawaka
   263        220       220-001        1          PCFII       18002 Irvine Boulevard
   264        221       221-001        2          PCFII       1546 Golden Gate Avenue
   265        222       222-001        1          PCFII       2538 Guadalupe Street/2513 San Antonio Street
   266        223       223-001        1          MSMCH       Starbucks - Auburn, Indiana
   267        224       224-001        1          PCFII       1500 West 4th Street
   268        225       225-001        1          PCFII       1325 South Lone Hill Avenue

                                                              TOTALS AND WEIGHTED AVERAGES:


----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE         LOAN PURPOSE
LOAN NO.   (ACQUISITION/REFINANCE)   STREET ADDRESS                                                         CITY
----------------------------------------------------------------------------------------------------------------------------------

   1              Refinance          360 Park Avenue South                                                  New York
   2              Refinance          25001 Cedar Road                                                       Lyndhurst

   3             Acquisition         56 Summit Lock Road                                                    Westfield
   4             Acquisition         1000 Old Philadelphia Road                                             Aberdeen
   5             Acquisition         95 North Hatfield Road                                                 North Hatfield
   6             Acquisition         142 Elm Street                                                         South Hatfield
   7              Refinance          9600 Main Street                                                       Fairfax
   8              Refinance          6200 Little River Turnpike                                             Alexandria
   9              Refinance          Taft Corners /28 Walnut Street/Route 2 & 2A                            Williston
   10             Refinance          99 Prince Street                                                       New York

   11             Refinance          3049 State Route 50                                                    Saratoga Springs
   12             Refinance          3440-3480 North Road                                                   Poughkeepsie
   13             Refinance          485 Madison Avenue                                                     New York
   14            Acquisition         255 & 295 Parkshore Drive and 600 & 620 Coolidge Drive                 Folsom
   15             Refinance          2250 Mohegan Drive                                                     Falls Church
   16            Acquisition         1945 West Palmetto Street                                              Florence

   17            Acquisition         3000 S Dirksen Parkway                                                 Springfield
   18            Acquisition         3050 S Dirksen Parkway                                                 Springfield
   19             Refinance          836 Sunrise Highway                                                    Bay Shore
   20             Refinance          161 William Street                                                     New York
   21            Acquisition         4500 Marriott Drive                                                    Raleigh
   22             Refinance          2902 Aspen Circle                                                      Blue Bell
   23             Refinance          5900-5998 Pacific Boulevard                                            Huntington Park
   24             Refinance          2220 91st Street                                                       North Bergen
   25             Refinance          8 West 40th Street                                                     New York
   26             Refinance          791 Park of Commerce Boulevard                                         Boca Raton
   27             Refinance          2035 East Market Street                                                Harrisonburg
   28             Refinance          6440 South Millrock Drive                                              Holladay
   29             Refinance          315 Elden Street                                                       Herndon
   30             Refinance          9971 Mountain View Drive                                               West Mifflin
   31             Refinance          1717-1803 Olentangy River Road                                         Columbus
   32             Refinance          10502 Fountain Lake Dr                                                 Stafford
   33            Acquisition         5000 Frederica Street                                                  Owensboro
   34             Refinance          20535 Yorba Linda Boulevard                                            Yorba Linda
   35             Refinance          2133 NJ Route 38                                                       Cherry Hill
   36             Refinance          1357 Towne Square Boulevard                                            Roanoke
   37            Acquisition         3805 Edwards Road                                                      Norwood
   38             Refinance          8600-8640 Guilford Road                                                Columbia

   39             Refinance          440 Boston Post Road                                                   Orange
   40             Refinance          53 Boston Post Road                                                    Orange
   41             Refinance          12200 & 12220 Sunrise Valley Drive                                     Reston
   42            Acquisition         485 San Ramon Valley Boulevard                                         Danville
   43             Refinance          28632 Roadside Drive                                                   Agoura Hills
   44             Refinance          5624-5668 Baltimore National Pike                                      Baltimore
   45            Acquisition         1333 Fenbrook Lane                                                     Bloomington
   46             Refinance          1266 East Main Street                                                  Stamford
   47             Refinance          140 Laurel Way                                                         Herndon
   48             Refinance          3000 Davis Road                                                        Fairbanks

   49             Refinance          2875 W. Chandler Blvd.                                                 Chandler
   50             Refinance          20550 N. 19th Ave.                                                     Phoenix
   51             Refinance          12650 N. Cave Creek Rd.                                                Phoenix
   52             Refinance          1690 E. Williams Field Rd.                                             Gilbert
   53             Refinance          12160 N. 59th Avenue                                                   Glendale
   54             Refinance          2226 Liliha Street                                                     Honolulu
   55             Refinance          7005 Security Boulevard                                                Balitmore
   56             Refinance          3555 South 140th Street                                                Omaha
   57             Refinance          12200 - 12400 & 12401 Kiln Court                                       Beltsville
   58             Refinance          1721 University Avenue                                                 Fairbanks

   59            Acquisition         4246 Cerrillos Road                                                    Santa Fe
   60            Acquisition         2125 Windsor Spring Road                                               Augusta
   61            Acquisition         2513 Airport Throughway                                                Columbus
   62            Acquisition         1525 Geary Street SE                                                   Albany
   63            Acquisition         3652 Eisenhower Parkway                                                Macon
   64            Acquisition         16485 East 40th Circle                                                 Aurora
   65            Acquisition         1604 Plaza Way                                                         Walla Walla
   66            Acquisition         495 Garden of the Gods Road                                            Colorado Springs

   67            Acquisition         10280 South Harlem Avenue                                              Bridgeview
   68            Acquisition         191 South Larkin Avenue                                                Joliet
   69            Acquisition         55 South Constitution Drive                                            Aurora
   70            Acquisition         815 Elkridge Landing Rd.                                               Linthicum Heights
   71             Refinance          7300 & 7310 Governor Ritchie Highway                                   Glen Burnie
   72             Refinance          2080-2090 York Rd.                                                     Timonium
   73             Refinance          455 Plaza Drive                                                        Secaucus
   74            Acquisition         1103 Rivery Boulevard                                                  Georgetown
   75            Acquisition         19890 Southwest Freeway                                                Sugar Land
   76             Refinance          35 Melanie Lane                                                        Hanover

   77            Acquisition         400 Triangle Center                                                    Longview
   78            Acquisition         711 Horizon Drive                                                      Grand Junction
   79            Acquisition         5460 Augusta Rd                                                        Garden City
   80            Acquisition         6428 S. Hwy 85/87                                                      Fountain
   81            Acquisition         14091 East Lliff Avenue                                                Aurora
   82            Acquisition         516 E. Liano Estacado Blvd                                             Clovis
   83            Acquisition         2574 Riverside Drive                                                   Macon
   84             Refinance          1400 Midvale Avenue                                                    Los Angeles
   85             Refinance          102-10 66th Road                                                       Rego Park

   86            Acquisition         3229 Gentian Boulevard                                                 Columbus
   87            Acquisition         1560 West Maloney Avenue                                               Gallup
   88            Acquisition         11120 Abercorn Street                                                  Savannah
   89            Acquisition         314 Russell Parkway                                                    Warner Robins
   90            Acquisition         1505 E. Washington Avenue                                              Union Gap
   91            Acquisition         213 E 29th St.                                                         Loveland
   92            Acquisition         5250 South Wadsworth Boulevard                                         Littleton
   93            Acquisition         950-980 King Plaza                                                     Daly City
   94            Acquisition         401 North 3rd Street                                                   Oxford Borough
   95             Refinance          7927 Belair Road                                                       Baltimore
   96             Refinance          1387-1402 Marina Way South                                             Richmond
   97             Refinance          1411-1441 Old York Road                                                Abington
   98             Refinance          3400 El Camino Real                                                    Palo Alto
   99             Refinance          10530 Rosehaven Street                                                 Fairfax
  100             Refinance          1550 Crossways Boulevard                                               Chesapeake
  101            Acquisition         4107 Portsmouth Boulevard                                              Chesapeake
  102             Refinance          1441 Midvale Avenue                                                    Los Angeles
  103             Refinance          3550 William Penn Highway                                              Wilkins Township
  104             Refinance          2000 Old Greenbrier Road                                               Chesapeake
  105             Refinance          950 Merchants Concourse                                                Westbury
  106             Refinance          One Exchange Place                                                     Jersey City
  107             Refinance          2280 Kings Highway                                                     Fairfield
  108             Refinance          8701 Belleville Road                                                   Belleville
  109             Refinance          2800 East Broadway Street                                              Pearland
  110             Refinance          65 Geoffrey Drive                                                      Newark
  111             Refinance          5421 West Indian School Road                                           Phoenix
  112             Refinance          74785 Highway 111                                                      Indian Wells
  113            Acquisition         4107 Portsmouth Boulevard                                              Chesapeake
  114             Refinance          1163 East Ogden Avenue                                                 Naperville
  115             Refinance          11930 College Boulevard                                                Overland Park
  116            Acquisition         207 Tradewinds Blvd                                                    Midland
  117            Acquisition         8808-8840 Pioneer Blvd & 8825 Millergrove Drive                        Santa Fe Springs
  118             Refinance          7990 Georgia Ave                                                       Silver Spring
  119            Acquisition         591 West 78th Street                                                   Chanhassen
  120             Refinance          2500 West Pulaski Hwy                                                  North East
  121             Refinance          114 Franklin Street                                                    Morristown
  122             Refinance          972 Hilgard Avenue                                                     Los Angeles
  123             Refinance          7393 Turfway Road                                                      Florence
  124             Refinance          1015-1067 Route 112                                                    Port Jefferson Station
  125             Refinance          8080 North Davis Highway                                               Pensacola

  126             Refinance          1810 East Market Street                                                Harrisonburg
  127             Refinance          21054 Timberlake Road                                                  Lynchburg
  128             Refinance          133 Enterprise Drive                                                   Danville
  129             Refinance          131 Electric Road                                                      Salem
  130             Refinance          102 Marlboro Road                                                      Easton
  131             Refinance          4014 Electric Road                                                     Roanoke
  132             Refinance          625 North Dual Highway                                                 Seaford
  133             Refinance          445 North Franklin Street                                              Christiansburg
  134             Refinance          520 Beckley Crossing                                                   Beckley
  135             Refinance          851 Statler Boulevard                                                  Staunton
  136             Refinance          10969 Rochester Avenue                                                 Los Angeles
  137            Acquisition         1401 - 17 Tilghman Street                                              Allentown
  138            Acquisition         20 South River Street                                                  Plains
  139             Refinance          1302 Blalock                                                           Houston
  140             Refinance          10926 Ashton Avenue                                                    Los Angeles
  141            Acquisition         1101 P Street                                                          Lincoln
  142             Refinance          7007 N. High Street                                                    Worthington
  143            Acquisition         771 East Daily Drive                                                   Camarillo
  144            Acquisition         9 West Mitchell Avenue                                                 Cincinnati
  145            Acquisition         9411 Ulysses Street NE                                                 Blaine
  146             Refinance          701, 704, 727, 730, 751 East Kingshill Place; 16830 Avalon Boulevard   Carson
  147             Refinance          12223 Ventura Boulevard                                                Los Angeles
  148             Refinance          265 North Whisman Road & 325 Middlefield Road                          Mountain View
  149            Acquisition         2727 Towne Centre Drive                                                Mesquite
  150             Refinance          1625 The Alameda                                                       San Jose
  151             Refinance          2179 Hull Road                                                         Mason
  152             Refinance          6221 Columbia Crossing Circle                                          Columbia
  153            Acquisition         2505-2533 Foster Avenue                                                Janesville
  154            Acquisition         1551 Sandspur Road                                                     Maitland
  155             Refinance          10355 North DeAnza Boulevard                                           Cupertino

  156            Acquisition         1000 South Kalamazoo Street                                            Paw Paw
  157            Acquisition         405 SE Oralabor Road                                                   Ankeny
  158            Acquisition         2881 Roosevelt Road                                                    Marinette
  159             Refinance          2512 South Stemmons Freeway                                            Lewisville
  160             Refinance          75 Veronica Avenue                                                     Franklin Township
  161             Refinance          5905-6005 Trail Avenue NE                                              Keizer
  162             Refinance          99 Fortin Road                                                         Kingston
  163             Refinance          550 South Western Avenue                                               Los Angeles
  164            Acquisition         6901 Miami Avenue                                                      Madeira
  165            Acquisition         70 Centre of New England Boulevard                                     Coventry
  166             Refinance          2044 Forward Drive                                                     Augusta
  167             Refinance          9401 Marketplace Road                                                  Fort Myers
  168            Acquisition         38 East 4th Street                                                     New York
  169             Refinance          50-68 West Fordham Road                                                Bronx
  170            Acquisition         SWC Harbor Boulevard & Chapman Avenue                                  Garden Grove
  171            Acquisition         3300 NE 2nd Avenue                                                     Miami
  172            Acquisition         145 Union Boulevard                                                    Lakewood
  173             Refinance          8701-8711 W. 3rd Street                                                Los Angeles
  174             Refinance          1602 - 1624 Avenue Y                                                   Brooklyn
  175             Refinance          1992 Jericho Turnpike                                                  East Northport
  176            Acquisition         12110 Lebanon Road                                                     Sharonville
  177            Acquisition         2790 North Road                                                        Orangeburg
  178            Acquisition         1075 Vapor Trail                                                       Colorado Springs
  179             Refinance          3846-3496 5th Avenue & 441-449 University Avenue                       San Diego
  180             Refinance          2381 Fair Oaks Boulevard                                               Sacramento
  181            Acquisition         5510 Castleberry Road                                                  Cumming
  182            Acquisition         1178 Broadway                                                          New York
  183             Refinance          962 Hilgard Avenue                                                     Los Angeles
  184             Refinance          17200 Brookhurst Street                                                Fountain Valley
  185             Refinance          3135 S Atlantic Avenue                                                 Daytona Beach Shores
  186            Acquisition         2381 Pointe Parkway                                                    Carmel
  187             Refinance          800 East Roosevelt Road                                                Lombard
  188            Acquisition         4300 Sion Farm                                                         Christiansted
  189             Refinance          890-898 West End Avenue                                                New York
  190            Acquisition         24501 Town Center Drive                                                Valencia
  191             Refinance          1000 Royal Heights Road                                                Belleville
  192             Refinance          3737 West Ina Road                                                     Marana
  193             Refinance          500 Miller Ave                                                         North Las Vegas
  194             Refinance          247 West 35th Street                                                   New York
  195            Acquisition         1551 Lawrence Dr.                                                      De Pere
  196            Acquisition         8441 Park Boulevard                                                    Seminole
  197            Acquisition         3190 Corporate Place                                                   Hayward
  198             Refinance          7551 Timberlake Way                                                    Sacramento
  199             Refinance          500 Silver Spur Road                                                   Rancho Palos Verdes
  200             Refinance          1051 Ketel Avenue                                                      North Aurora
  201             Refinance          4343 Wisconsin Avenue                                                  Grand Chute
  202             Refinance          312-314 Bleecker Street                                                New York
  203            Acquisition         1719 Boston Road                                                       Springfield
  204            Acquisition         805 W. Dr. Martin Luther King Jr. Blvd.                                Tampa
  205             Refinance          4650 1st Avenue NE                                                     Cedar Rapids
  206             Refinance          353 Highway 35                                                         Eatontown
  207             Refinance          2430 Kissimmee Park Road                                               Saint Cloud
  208            Acquisition         360-380 E. Thousand Oaks Boulevard                                     Thousand Oaks
  209             Refinance          1001 Spring Valley Drive                                               Hanahan
  210             Refinance          2600 Knollwood Court                                                   Cameron Park
  211             Refinance          36-44 Arden Street                                                     New York
  212             Refinance          432 South Arroyo Parkway                                               Pasadena
  213             Refinance          12295, 12297 and 13000 Saratoga-Sunnyvale Road                         Saratoga
  214             Refinance          7740 Point Meadows Drive                                               Jacksonville
  215            Acquisition         1700 South Loop 288                                                    Denton
  216            Acquisition         1000 and 1142 Northland Drive                                          Marquette
  217             Refinance          101 Merchants Way                                                      Marlton
  218            Acquisition         3210 N. Pleasantburg Drive                                             Greenville
  219             Refinance          4824 Poplar Springs Place                                              Meridian

  220            Acquisition         345 Main Street                                                        Johnson City
  221            Acquisition         29-33 Port Watson Street                                               Cortland
  222            Acquisition         3250 Craig Drive                                                       McKinney
  223            Acquisition         19330 East Quincy Avenue                                               Aurora
  224            Acquisition         9932 East 58th Street                                                  Tulsa
  225             Refinance          578 Paul Huff Parkway                                                  Cleveland
  226            Acquisition         3334 Richmond Ave.                                                     Houston
  227             Refinance          1520-1528 Westchester Avenue, 1182-1186 Elder Avenue                   Bronx
  228             Refinance          6614 East Adamo Drive                                                  Tampa
  229             Refinance          8848 - 8878 Maximus Drive                                              Lone Tree
  230             Refinance          29200 Dardanella Street                                                Livonia
  231             Refinance          2554 Millcreek Drive                                                   Sacramento
  232             Refinance          1479 Ygnacio Valley Road                                               Walnut Creek
  233             Refinance          1136 Crescent Avenue                                                   Atlanta
  234             Refinance          2101 Smith Street                                                      Houston
  235            Acquisition         201 South Pagewood Avenue                                              Odessa
  236             Refinance          8205 Presidents Drive                                                  Hummelstown
  237            Acquisition         5476 Mountain Iron Drive                                               Mountain Iron
  238             Refinance          2703 Burlington-Mt. Holly Road                                         Burlington Township
  239            Acquisition         1705 US Highway 78 East                                                Jasper
  240             Refinance          4486 Cherokee Drive                                                    Douglasville
  241             Refinance          80 & 100 North Lake Avenue                                             Pasadena
  242             Refinance          1060 North Eliseo C. Felix Jr. Way                                     Avondale
  243             Refinance          701 -711 West Lake Street                                              Oak Park
  244            Acquisition         5903-5905 82nd Street                                                  Lubbock
  245             Refinance          6180 Atlantic Boulevard                                                Norcross
  246             Refinance          363-383 West Bonita Avenue & 300-310 North Indian Hill Boulevard       Claremont
  247            Acquisition         5445 North Bird Creek                                                  Catoosa
  248            Acquisition         1104 South Westmoreland Avenue                                         Dallas
  249             Refinance          2501 Bagby Street                                                      Houston
  250            Acquisition         456 San Fernando Mission Boulevard                                     San Fernando, CA
  251             Refinance          41973 Remington Avenue                                                 Temecula
  252            Acquisition         12023 and 12073 East Arapahoe Road                                     Centennial
  253            Acquisition         Interstate 27 North of Ventura Drive                                   Amarillo
  254             Refinance          16900 Roscoe Boulevard                                                 Van Nuys
  255             Refinance          3272-3288 Canoe Creek Road                                             St. Cloud
  256            Acquisition         6653 NE Glisan Street                                                  Portland
  257             Refinance          7030 Smith Corners Boulevard                                           Charlotte
  258             Refinance          10 Fort Eddy Road                                                      Concord
  259             Refinance          739 Fentress Boulevard                                                 Daytona Beach
  260             Refinance          5701 Colleyville Boulevard                                             Colleyville
  261             Refinance          1500 Lawrence Avenue                                                   Ocean
  262            Acquisition         4115 North Main Street                                                 Mishawaka
  263             Refinance          18002 Irvine Boulevard                                                 Tustin
  264             Refinance          1546 Golden Gate Avenue                                                Los Angeles
  265             Refinance          2538 Guadalupe/2513 San Antonio Street                                 Austin
  266            Acquisition         1049 West 7th Avenue                                                   Auburn
  267            Acquisition         1500 West 4th Street                                                   Pueblo
  268             Refinance          1325 South Lone Hill Avenue                                            Glendora


-----------------------------------------------------------------------------------------------------------
MORTGAGE
LOAN NO.   STATE   ZIP CODE   PROPERTY TYPE                    PROPERTY SUB-TYPE                UNITS/SF(3)
-----------------------------------------------------------------------------------------------------------

    1       NY       10010    Office                           Urban                                451,800
    2       OH       44124    Retail                           Specialty                            594,682

    3       MA       01085    Industrial                       Warehouse/Cold Storage               520,000
    4       MD       21001    Industrial                       Warehouse/Cold Storage               401,072
    5       MA       01038    Industrial                       Warehouse/Cold Storage               467,000
    6       MA       01038    Industrial                       Warehouse                            333,000
    7       VA       22031    Retail                           Anchored                             384,752
    8       VA       22312    Retail                           Anchored                             428,668
    9       VT       05495    Retail                           Anchored                             488,915
   10       NY       10012    Hospitality                      Full Service                              75

   11       NY       12866    Retail                           Anchored                             438,097
   12       NY       12601    Retail                           Anchored                             235,599
   13       NY       10022    Office                           Urban                                280,060
   14       CA       95630    Office                           Suburban                             269,254
   15       VA       22043    Multifamily                      Garden                                   343
   16       SC       29501    Retail                           Anchored                             333,441

   17       IL       62703    Hospitality                      Full Service                             288
   18       IL       62703    Hospitality                      Limited Service                          140
   19       NY       11706    Retail                           Anchored                             220,716
   20       NY       10038    Office                           Urban                                192,935
   21       NC       27612    Hospitality                      Full Service                             375
   22       PA       19422    Multifamily                      Garden                                   320
   23       CA       90255    Retail                           Anchored                             186,725
   24       NJ       07094    Industrial                       Warehouse                            694,548
   25       NY       10018    Office                           Urban                                127,273
   26       FL       33487    Office                           Suburban                             138,132
   27       VA       22801    Retail                           Anchored                             188,238
   28       UT       84121    Office                           Suburban                             148,180
   29       VA       20170    Hospitality                      Extended Stay                            168
   30       PA       15122    Retail                           Anchored                             283,839
   31       OH       43212    Retail                           Anchored                             343,913
   32       TX       77477    Multifamily                      Garden                                   370
   33       KY       42301    Retail                           Anchored                             357,355
   34       CA       92886    Retail                           Anchored                             220,801
   35       NJ       08002    Retail                           Anchored                             209,185
   36       VA       24012    Retail                           Anchored                             301,740
   37       OH       45209    Office                           Suburban                             166,153
   38       MD       21046    Retail                           Anchored                             121,973

   39       CT       06447    Retail                           Anchored                             135,643
   40       CT       06477    Retail                           Anchored                              57,976
   41       VA       20191    Office                           Suburban                             136,825
   42       CA       94526    Retail                           Anchored                              61,878
   43       CA       91301    Office                           Suburban                              94,364
   44       MD       21228    Retail                           Anchored                             112,722
   45       IN       47401    Multifamily                      Garden                                   285
   46       CT       06902    Office                           Urban                                180,098
   47       VA       20170    Multifamily                      Garden                                   240
   48       AK       99709    Multifamily                      Garden                                   356

   49       AZ       85224    Self Storage                     Self Storage                          67,585
   50       AZ       85027    Self Storage                     Self Storage                          71,900
   51       AZ       85022    Self Storage                     Self Storage                          77,250
   52       AZ       85296    Self Storage                     Self Storage                          71,915
   53       AZ       85304    Self Storage                     Self Storage                          72,525
   54       HI       96817    Office                           Medical                               89,804
   55       MD       21244    Retail                           Anchored                              77,287
   56       NE       68144    Other                            Theater                              107,402
   57       MD       20705    Industrial                       Flex                                 155,971
   58       AK       99709    Multifamily                      Low Rise                                 354

   59       NM       87507    Retail                           Free Standing                          5,400
   60       GA       30906    Retail                           Free Standing                          6,405
   61       GA       31904    Retail                           Free Standing                          6,140
   62       OR       97321    Retail                           Free Standing                          6,024
   63       GA       31206    Retail                           Free Standing                          5,000
   64       CO       80014    Retail                           Free Standing                          4,987
   65       WA       98632    Retail                           Free Standing                          6,025
   66       CO       80907    Retail                           Free Standing                          4,800

   67       IL       60455    Retail                           Free Standing                         65,438
   68       IL       60436    Retail                           Free Standing                         64,064
   69       IL       60506    Retail                           Free Standing                         64,064
   70       MD       21090    Hospitality                      Limited Service                          137
   71       MD       21061    Mixed Use                        Office/Retail                        141,667
   72       MD       21093    Retail                           Unanchored                            59,799
   73       NJ       07094    Other                            Leased Fee                               262
   74       TX       78628    Retail                           Anchored                              74,266
   75       TX       77479    Retail                           Free Standing                         64,329
   76       NJ       07891    Industrial                       Warehouse                            234,203

   77       WA       98632    Retail                           Free Standing                          6,570
   78       CO       81506    Retail                           Free Standing                          4,900
   79       GA       31408    Retail                           Free Standing                          4,300
   80       CO       80817    Retail                           Free Standing                          6,140
   81       CO       80014    Retail                           Free Standing                          5,200
   82       NM       88101    Retail                           Free Standing                          6,140
   83       GA       31204    Retail                           Free Standing                          5,000
   84       CA       90024    Multifamily                      Garden                                    73
   85       NY       11375    Multifamily                      Cooperative                              498

   86       GA       31909    Retail                           Free Standing                          5,200
   87       NM       87301    Retail                           Free Standing                          6,800
   88       GA       31419    Retail                           Free Standing                          5,200
   89       GA       31099    Retail                           Free Standing                          4,990
   90       WA       98903    Retail                           Free Standing                          4,800
   91       CO       80538    Retail                           Free Standing                          4,987
   92       CO       80123    Retail                           Free Standing                          5,400
   93       CA       94015    Retail                           Unanchored                            59,538
   94       PA       19363    Retail                           Anchored                             119,893
   95       MD       21236    Retail                           Anchored                             152,834
   96       CA       94808    Office                           Suburban                             128,160
   97       PA       19001    Retail                           Anchored                              73,857
   98       CA       94306    Hospitality                      Full Service                             136
   99       VA       22030    Office                           Suburban                             127,774
   100      VA       23320    Hospitality                      Limited Service                          124
   101      VA       23321    Retail                           Anchored                             119,985
   102      CA       90024    Multifamily                      Low Rise                                  60
   103      PA       15235    Retail                           Free Standing                        136,123
   104      VA       23320    Hospitality                      Limited Service                          119
   105      NY       11590    Retail                           Anchored                              61,639
   106      NJ       07302    Office                           Urban                                 97,733
   107      CT       06824    Retail                           Free Standing                         34,267
   108      MI       48111    Manufactured Housing Community   Manufactured Housing Community           358
   109      TX       77581    Retail                           Anchored                              81,160
   110      DE       19713    Hospitality                      Limited Service                          133
   111      AZ       85031    Multifamily                      Garden                                   200
   112      CA       92210    Office                           Suburban                              40,718
   113      VA       23321    Retail                           Anchored                              79,476
   114      IL       60563    Retail                           Anchored                             140,981
   115      KS       66210    Retail                           Anchored                             114,550
   116      TX       79706    Other                            Medical/Rehab Center                  64,000
   117      CA       90670    Industrial                       Warehouse                            163,578
   118      MD       20910    Hospitality                      Limited Service                          126
   119      MN       55317    Hospitality                      Limited Service                          122
   120      MD       21901    Retail                           Anchored                              80,190
   121      NJ       07960    Multifamily                      Garden                                   140
   122      CA       90024    Multifamily                      Low Rise                                  44
   123      KY       41042    Hospitality                      Limited Service                          117
   124      NY       11776    Retail                           Anchored                              65,083
   125      FL       32514    Hospitality                      Limited Service                          115

   126      VA       22801    Retail                           Free Standing                          6,400
   127      VA       24502    Retail                           Unanchored                             6,424
   128      VA       24540    Retail                           Unanchored                             7,500
   129      VA       24153    Retail                           Unanchored                             6,400
   130      MD       21601    Retail                           Free Standing                          7,000
   131      VA       24014    Retail                           Unanchored                             6,279
   132      DE       19973    Retail                           Unanchored                             6,325
   133      VA       24073    Retail                           Unanchored                             6,000
   134      WV       25801    Retail                           Free Standing                          6,400
   135      VA       24401    Retail                           Free Standing                          6,400
   136      CA       90024    Multifamily                      Mid Rise                                  38
   137      PA       18102    Retail                           Free Standing                         14,564
   138      PA       18705    Retail                           Free Standing                         14,564
   139      TX       77055    Retail                           Anchored                              70,475
   140      CA       90024    Multifamily                      Mid Rise                                  39
   141      NE       65808    Other                            Theater                               68,633
   142      OH       43085    Hospitality                      Full Service                             230
   143      CA       93010    Office                           Suburban                              37,638
   144      OH       45217    Retail                           Free Standing                         15,120
   145      MN       55449    Retail                           Free Standing                         25,488
   146      CA       90746    Industrial                       Light                                168,728
   147      CA       91604    Retail                           Free Standing                         13,360
   148      CA       94043    Industrial                       Flex                                  33,314
   149      TX       75150    Retail                           Free Standing                        142,000
   150      CA       95128    Office                           Urban                                 54,496
   151      MI       48854    Manufactured Housing Community   Manufactured Housing Community           267
   152      MD       21044    Retail                           Free Standing                         60,000
   153      WI       53545    Industrial                       Light                                277,270
   154      FL       32751    Office                           Suburban                              42,260
   155      CA       95014    Office                           Suburban                              62,130

   156      MI       49079    Retail                           Free Standing                         22,670
   157      IA       50021    Retail                           Free Standing                         19,079
   158      WI       54143    Retail                           Free Standing                         19,097
   159      TX       75067    Retail                           Free Standing                        122,000
   160      NJ       08873    Office                           Medical                               41,706
   161      OR       97303    Multifamily                      Garden                                    85
   162      RI       02881    Retail                           Anchored                              40,625
   163      CA       90020    Office                           Suburban                              12,627
   164      OH       45243    Retail                           Free Standing                         13,905
   165      RI       02816    Industrial                       Warehouse                             33,000
   166      GA       30906    Industrial                       Warehouse                            298,000
   167      FL       33912    Hospitality                      Limited Service                           85
   168      NY       10003    Hospitality                      Extended Stay                             14
   169      NY       10468    Retail                           Unanchored                            11,230
   170      CA       92840    Retail                           Unanchored                            27,039
   171      FL       33137    Self Storage                     Self Storage                          44,558
   172      CO       80228    Retail                           Unanchored                            11,193
   173      CA       90048    Office                           Urban                                 17,775
   174      NY       11235    Retail                           Free Standing                         13,500
   175      NY       11731    Retail                           Free Standing                         38,000
   176      OH       45214    Retail                           Free Standing                         13,905
   177      SC       29118    Retail                           Free Standing                         23,500
   178      CO       80916    Industrial                       Warehouse                             55,980
   179      CA       92103    Mixed Use                        Office/Retail/Multifamily             24,680
   180      CA       95825    Retail                           Shadow Anchored                       15,222
   181      GA       30040    Retail                           Free Standing                         12,900
   182      NY       10001    Mixed Use                        Office/Retail                         21,850
   183      CA       90024    Multifamily                      Mid Rise                                  24
   184      CA       92708    Retail                           Free Standing                         50,000
   185      FL       32118    Hospitality                      Limited Service                          114
   186      IN       46032    Retail                           Free Standing                         23,196
   187      IL       60148    Retail                           Unanchored                            61,186
   188      VI       00820    Retail                           Free Standing                         38,365
   189      NY       10025    Multifamily                      Cooperative                               79
   190      CA       91355    Retail                           Unanchored                             9,342
   191      IL       62226    Multifamily                      Garden                                    88
   192      AZ       85434    Retail                           Shadow Anchored                       94,781
   193      NV       89030    Manufactured Housing Community   Manufactured Housing Community           213
   194      NY       10001    Office                           Urban                                 81,700
   195      WI       54115    Retail                           Free Standing                         48,453
   196      FL       33777    Retail                           Unanchored                            51,868
   197      CA       94545    Industrial                       Warehouse                             83,463
   198      CA       95823    Office                           Medical                               17,090
   199      CA       90275    Office                           Suburban                              36,551
   200      IL       60542    Self Storage                     Self Storage                          59,055
   201      WI       54913    Retail                           Shadow Anchored                       12,005
   202      NY       10014    Retail                           Unanchored                             2,489
   203      MA       01129    Other                            Leased Fee                           120,000
   204      FL       33603    Retail                           Free Standing                         47,989
   205      IA       52402    Retail                           Free Standing                         46,790
   206      NJ       07724    Retail                           Unanchored                            42,000
   207      FL       34769    Self Storage                     Self Storage                          81,650
   208      CA       91360    Retail                           Unanchored                            14,040
   209      SC       29406    Manufactured Housing Community   Manufactured Housing Community           210
   210      CA       95682    Multifamily                      Garden                                    64
   211      NY       10040    Multifamily                      Mid Rise                                  69
   212      CA       91105    Retail                           Free Standing                         17,305
   213      CA       95070    Retail                           Unanchored                            10,753
   214      FL       32256    Office                           Medical                               20,468
   215      TX       76205    Retail                           Free Standing                         14,490
   216      MI       49855    Multifamily                      Garden                                   124
   217      NJ       08053    Retail                           Unanchored                            30,212
   218      SC       29609    Retail                           Free Standing                         20,388
   219      MS       39305    Self Storage                     Self Storage                          71,875

   220      NY       13790    Retail                           Free Standing                         10,125
   221      NY       13045    Retail                           Free Standing                         10,125
   222      TX       75070    Office                           Suburban                              15,544
   223      CO       80016    Retail                           Unanchored                            15,800
   224      OK       74146    Industrial                       Light                                103,200
   225      TN       37312    Retail                           Free Standing                         13,824
   226      TX       77098    Office                           Suburban                              26,769
   227      NY       10472    Retail                           Unanchored                             7,042
   228      FL       33619    Industrial                       Warehouse                             41,377
   229      CO       80124    Retail                           Unanchored                            19,476
   230      MI       48152    Multifamily                      Garden                                    92
   231      CA       95833    Office                           Suburban                              25,689
   232      CA       94598    Office                           Medical                               14,011
   233      GA       30309    Mixed Use                        Retail/Multifamily                     8,800
   234      TX       77002    Mixed Use                        Office/Retail                         13,817
   235      TX       79761    Industrial                       Warehouse                             50,000
   236      PA       17036    Office                           Medical                               19,220
   237      MN       55792    Retail                           Free Standing                         13,650
   238      NJ       08016    Retail                           Free Standing                         45,102
   239      AL       35501    Retail                           Shadow Anchored                       30,000
   240      GA       30134    Manufactured Housing Community   Manufactured Housing Community           147
   241      CA       91101    Mixed Use                        Office/Retail                         11,393
   242      AZ       85323    Industrial                       Warehouse                             28,336
   243      IL       60301    Retail                           Unanchored                             7,705
   244      TX       79424    Retail                           Unanchored                            25,560
   245      GA       30071    Industrial                       Flex                                  79,500
   246      CA       91711    Retail                           Unanchored                             8,063
   247      OK       74015    Industrial                       Warehouse                             56,000
   248      TX       75211    Retail                           Free Standing                         13,905
   249      TX       77006    Retail                           Unanchored                            15,820
   250      CA       91340    Office                           Suburban                               9,671
   251      CA       92590    Industrial                       Warehouse                             24,006
   252      CO       80112    Retail                           Unanchored                            15,878
   253      TX       79110    Retail                           Free Standing                         24,727
   254      CA       91406    Retail                           Free Standing                          5,244
   255      FL       34472    Retail                           Unanchored                            10,850
   256      OR       97213    Retail                           Shadow Anchored                        9,760
   257      NC       28269    Retail                           Shadow Anchored                        7,380
   258      NH       03301    Retail                           Unanchored                             9,770
   259      FL       32114    Industrial                       Light                                 20,238
   260      TX       76034    Other                            Leased Fee                             4,300
   261      NJ       07712    Office                           Suburban                              24,720
   262      IN       46545    Retail                           Free Standing                          5,220
   263      CA       92780    Office                           Suburban                              17,127
   264      CA       90026    Multifamily                      Garden                                    16
   265      TX       78705    Retail                           Free Standing                          5,588
   266      IN       46706    Retail                           Free Standing                          3,100
   267      CO       81004    Retail                           Shadow Anchored                        2,932
   268      CA       91740    Other                            Leased Fee                             3,234


-------------------------------------------------------------------------------------------------------------------------
MORTGAGE                                                      PERCENT   PERCENT LEASED
LOAN NO.           YEAR BUILT            YEAR RENOVATED     LEASED(4)   AS OF DATE(4)    SECURITY TYPE(5)   LIEN POSITION
-------------------------------------------------------------------------------------------------------------------------

    1                 1913                    2003             100.0%     07/01/2007           Fee              First
    2                 2003                    NAP               94.7%     04/11/2007           Fee              First

    3                 1995                    2004             100.0%     07/01/2007           Fee              First
    4                 1995                    2000             100.0%     07/01/2007           Fee              First
    5             1994 - 1996                 NAP              100.0%     07/01/2007           Fee              First
    6             1968 - 1972                 NAP              100.0%     07/01/2007           Fee              First
    7          1974 / 1988 / 1990             NAP               98.6%     07/01/2007           Fee              First
    8                 1963                    1990              99.8%     04/01/2007           Fee              First
    9             2001 - 2006                 NAP               85.2%     01/03/2007           Fee              First
   10                 1887             1997 / 2004 - 2006       94.4%     04/30/2007           Fee              First

   11                 2000                    NAP              100.0%     01/18/2007           Fee              First
   12                 2000                    NAP              100.0%     01/18/2007     Fee / Leasehold        First
   13                 1929                    2004              87.2%     03/27/2007           Fee              First
   14                 1999                    NAP               99.1%     01/29/2007           Fee              First
   15                 1967                    2006              92.1%     04/10/2007           Fee              First
   16             1969 - 2006                 2000              94.0%     04/18/2007           Fee              First

   17                 1997                    NAP               62.7%     12/31/2006           Fee              First
   18                 1998                    1993              71.9%     12/31/2006           Fee              First
   19                 2000                    NAP              100.0%     01/18/2007           Fee              First
   20                 1951                    2004             100.0%     03/27/2007           Fee              First
   21          1981 - 1982 / 1987             2006              72.4%     12/31/2006           Fee              First
   22                 1974                    NAP               90.6%     05/15/2007           Fee              First
   23                 1983                    2002              98.2%     05/29/2007           Fee              First
   24                 1961                    NAP              100.0%     03/09/2007           Fee              First
   25                 1916                    1987              95.1%     01/01/2007           Fee              First
   26                 1994                    2000             100.0%     06/08/2007           Fee              First
   27          1988 / 2003 - 2007             NAP               96.8%     01/31/2007           Fee              First
   28                 2006                    NAP               91.1%     06/15/2007           Fee              First
   29                 1988                    2005              80.3%     03/31/2007           Fee              First
   30                 1996                    NAP              100.0%     01/03/2007           Fee              First
   31                 1996                    NAP              100.0%     06/05/2007           Fee              First
   32                 1997                    NAP               93.8%     05/09/2007           Fee              First
   33                 1978                    1989              95.8%     03/26/2007           Fee              First
   34                 1985                1999 / 2001           99.6%     03/27/2007           Fee              First
   35                 1996                    NAP              100.0%     01/31/2007           Fee              First
   36             1987 - 1988                 NAP               95.9%     05/08/2007           Fee              First
   37                 2001                    NAP               93.1%     05/17/2007           Fee              First
   38                 1986                    2007              98.0%     01/31/2007           Fee              First

   39                 1992                    NAP              100.0%     01/18/2007           Fee              First
   40                 1983                    2006              86.5%     01/18/2007           Fee              First
   41             1985 / 2001                 2004             100.0%     05/10/2007           Fee              First
   42                 2000                    NAP              100.0%     05/30/2007           Fee              First
   43                 2002                    NAP               91.6%     06/01/2007           Fee              First
   44                 1957                    1996             100.0%     01/31/2007           Fee              First
   45             1997 - 2001                 NAP               95.4%     04/04/2007           Fee              First
   46                 1984                    2001              72.8%     05/31/2007           Fee              First
   47                 1974                1997 - 2006           90.8%     06/26/2007           Fee              First
   48                 1985                    NAP               95.8%     03/15/2007           Fee              First

   49                 1997                    2001              92.7%     04/09/2007           Fee              First
   50                 1998                    NAP               95.3%     04/08/2007           Fee              First
   51                 1983                1995 / 2001           95.5%     04/08/2007           Fee              First
   52                 2001                    NAP               88.9%     04/08/2007           Fee              First
   53                 2000                    NAP               93.6%     04/08/2007           Fee              First
   54                 1997                    NAP               97.2%     05/17/2007        Leasehold           First
   55                 1972                    2000             100.0%     01/31/2007           Fee              First
   56                 1997                    NAP              100.0%     07/01/2007        Leasehold           First
   57             1991 - 1996                 NAP               86.8%     05/15/2007           Fee              First
   58                 1985                    NAP               94.4%     03/14/2007           Fee              First

   59                 1997                    NAP              100.0%     07/01/2007           Fee              First
   60                 2005                    NAP              100.0%     07/01/2007           Fee              First
   61                 2006                    NAP              100.0%     07/01/2007           Fee              First
   62                 2005                    NAP              100.0%     07/01/2007           Fee              First
   63                 1995                    NAP              100.0%     07/01/2007           Fee              First
   64                 1998                    NAP              100.0%     07/01/2007           Fee              First
   65                 2005                    NAP              100.0%     07/01/2007           Fee              First
   66                 1998                    NAP              100.0%     07/01/2007           Fee              First

   67                 1993                    2006             100.0%     07/01/2007           Fee              First
   68                 1992                    NAP              100.0%     07/01/2007           Fee              First
   69                 1993                    NAP              100.0%     07/01/2007           Fee              First
   70                 1997                    NAP               76.1%     03/31/2007           Fee              First
   71          1960 / 1970 / 1992             2005              91.0%     04/27/2007           Fee              First
   72                 1986                    NAP               95.3%     01/31/2007           Fee              First
   73                 1986                    NAP              100.0%     02/19/2007           Fee              First
   74                 2005                    NAP               85.9%     01/04/2007           Fee              First
   75                 2005                    NAP              100.0%     07/01/2007           Fee              First
   76                 1979                    NAP              100.0%     04/01/2007           Fee              First

   77                 2004                    NAP              100.0%     07/01/2007           Fee              First
   78                 1995                    NAP              100.0%     07/01/2007           Fee              First
   79                 1998                    NAP              100.0%     07/01/2007           Fee              First
   80                 2005                    NAP              100.0%     07/01/2007           Fee              First
   81                 1992                    NAP              100.0%     07/01/2007           Fee              First
   82                 2005                    NAP              100.0%     07/01/2007           Fee              First
   83                 1998                    NAP              100.0%     07/01/2007           Fee              First
   84                 1987                    NAP               98.6%     03/31/2007           Fee              First
   85                 1964                    NAP              100.0%     01/12/2007           Fee              First

   86                 1995                    NAP              100.0%     07/01/2007     Fee / Leasehold        First
   87                 2004                    NAP              100.0%     07/01/2007           Fee              First
   88                 1993                    NAP              100.0%     07/01/2007           Fee              First
   89                 1994                    NAP              100.0%     07/01/2007           Fee              First
   90                 2004                    NAP              100.0%     07/01/2007           Fee              First
   91                 1997                    NAP              100.0%     07/01/2007           Fee              First
   92                 1990                    NAP              100.0%     07/01/2007           Fee              First
   93                 1973                    NAP              100.0%     04/01/2007           Fee              First
   94                 1975                2004 - 2006          100.0%     05/14/2007           Fee              First
   95                 1979                    NAP               97.4%     01/31/2007           Fee              First
   96                 1991                    NAP              100.0%     03/01/2007           Fee              First
   97                 1958                    NAP              100.0%     03/13/2007           Fee              First
   98      1953 / 1957 / 1959 / 1962          2006              71.6%     03/31/2007           Fee              First
   99                 1981                    NAP               91.3%     06/18/2007           Fee              First
   100                1990                    NAP               71.5%     04/30/2007           Fee              First
   101                1991                    2005              94.3%     02/25/2007           Fee              First
   102                1987                    NAP              100.0%     03/31/2007           Fee              First
   103                1996                    NAP              100.0%     07/01/2007        Leasehold           First
   104                1999                    2005              82.7%     02/28/2007           Fee              First
   105            2000 / 2002                 NAP              100.0%     01/18/2007           Fee              First
   106                1920                    1990              84.4%     04/01/2007           Fee              First
   107                2007                    NAP              100.0%     10/05/2006           Fee              First
   108            1959 / 1987             1995 / 1997           96.1%     03/28/2007           Fee              First
   109                1999                    NAP              100.0%     04/18/2007           Fee              First
   110                1990                    2005              68.9%     03/31/2007           Fee              First
   111                2001                    NAP               88.5%     05/29/2007           Fee              First
   112                1996                    NAP               92.4%     01/29/2007           Fee              First
   113                1991                    2005             100.0%     01/10/2007           Fee              First
   114                1981                    1996              92.9%     03/29/2007           Fee              First
   115                1988                    1998              96.3%     03/31/2007           Fee              First
   116                1986                    2006             100.0%     07/01/2007           Fee              First
   117            1954 / 1962                 1998             100.0%     02/07/2007           Fee              First
   118                1961                    NAP               59.1%     12/31/2006           Fee              First
   119                1990                    NAP               65.9%     03/31/2007           Fee              First
   120                1998                    NAP              100.0%     01/31/2007           Fee              First
   121                1948                    2006              98.6%     01/04/2007           Fee              First
   122                1980                    NAP               97.7%     03/31/2007           Fee              First
   123                1989                2003 / 2005           67.2%     05/31/2007           Fee              First
   124                1976                    NAP              100.0%     04/01/2007           Fee              First
   125                1994                    2004              63.9%     04/30/2007           Fee              First

   126                1990                    NAP              100.0%     04/19/2007           Fee              First
   127                1990                    NAP              100.0%     04/19/2007           Fee              First
   128                1990                    NAP               84.0%     04/19/2007           Fee              First
   129                1989                    NAP               69.5%     04/19/2007           Fee              First
   130                1987                    NAP              100.0%     04/19/2007           Fee              First
   131                1996                    NAP              100.0%     04/19/2007           Fee              First
   132                1995                    NAP               83.4%     04/19/2007           Fee              First
   133                2000                    NAP              100.0%     04/19/2007           Fee              First
   134                1990                    NAP              100.0%     04/19/2007           Fee              First
   135                1990                    NAP              100.0%     04/19/2007           Fee              First
   136                1987                    NAP              100.0%     03/31/2007           Fee              First
   137                2006                    NAP              100.0%     07/01/2007           Fee              First
   138                2006                    NAP              100.0%     07/01/2007           Fee              First
   139                1987                    NAP              100.0%     05/23/2007           Fee              First
   140                1989                    NAP              100.0%     03/31/2007           Fee              First
   141                2004                    NAP              100.0%     07/01/2007           Fee              First
   142            1975 / 1978             2002 / 2007           58.4%     02/28/2007           Fee              First
   143                2006                    NAP              100.0%     04/11/2007           Fee              First
   144                2000                    NAP              100.0%     07/01/2007           Fee              First
   145                2006                    NAP              100.0%     07/01/2007           Fee              First
   146                1979                    NAP              100.0%     05/15/2007           Fee              First
   147                1973                    2005             100.0%     03/22/2007           Fee              First
   148                1965                    1995             100.0%     04/26/2007           Fee              First
   149                1995                    NAP              100.0%     03/31/2007           Fee              First
   150                1966                    NAP               91.7%     04/20/2007           Fee              First
   151            1975 / 1987                 NAP               96.3%     03/28/2007           Fee              First
   152                1997                    NAP              100.0%     07/01/2007           Fee              First
   153     1974 - 1995 / 1983 - 1996          2006             100.0%     07/01/2007           Fee              First
   154                1997                    NAP              100.0%     05/18/2007           Fee              First
   155                1984                    2004             100.0%     07/01/2007           Fee              First

   156                2006                    NAP              100.0%     07/01/2007           Fee              First
   157                2006                    NAP              100.0%     07/01/2007           Fee              First
   158                2006                    NAP              100.0%     07/01/2007           Fee              First
   159                1997                    NAP              100.0%     04/01/2007           Fee              First
   160            2000 / 2005                 NAP              100.0%     05/16/2007           Fee              First
   161                2006                    NAP               95.3%     05/19/2007           Fee              First
   162                1987                    2006              94.6%     04/25/2007           Fee              First
   163                1930                    2005             100.0%     07/01/2007           Fee              First
   164                1998                    NAP              100.0%     07/01/2007           Fee              First
   165                1998                    NAP              100.0%     07/01/2007           Fee              First
   166                1994                    NAP              100.0%     04/16/2007           Fee              First
   167                2001                2005 / 2006           73.0%     02/28/2007           Fee              First
   168                1910                    2006             100.0%     07/01/2007           Fee              First
   169                1920                    1995             100.0%     05/01/2007           Fee              First
   170                2000                    NAP               79.7%     03/31/2007           Fee              First
   171                1926                1998 / 2000           71.6%     01/17/2007           Fee              First
   172                2006                    NAP              100.0%     05/01/2007           Fee              First
   173            1954 / 1989                 NAP              100.0%     07/01/2007           Fee              First
   174                2007                    NAP              100.0%     07/01/2007           Fee              First
   175                1963                2003 - 2006          100.0%     07/01/2007           Fee              First
   176                1998                    NAP              100.0%     07/01/2007           Fee              First
   177                1999                    NAP              100.0%     07/01/2007           Fee              First
   178                2006                    NAP              100.0%     07/01/2007           Fee              First
   179            1942 / 1945                 2000             100.0%     06/29/2007           Fee              First
   180                2006                    NAP              100.0%     10/23/2006           Fee              First
   181                2006                    NAP              100.0%     07/01/2007           Fee              First
   182                1908                    2007             100.0%     06/18/2007           Fee              First
   183                1988                    NAP               95.8%     03/31/2007           Fee              First
   184                1970                    1996             100.0%     07/01/2007           Fee              First
   185                1974                2004 - 2005           50.6%     03/01/2007           Fee              First
   186                2001                    NAP              100.0%     07/01/2007           Fee              First
   187                1975                    2006              86.9%     05/17/2007           Fee              First
   188                2005                    NAP              100.0%     07/01/2007           Fee              First
   189                1926                    1991             100.0%     01/22/2007           Fee              First
   190                2001                    NAP              100.0%     02/09/2007           Fee              First
   191                1990                    NAP               98.9%     06/01/2007           Fee              First
   192                1987                    NAP               95.1%     03/09/2007           Fee              First
   193                1965                    NAP               92.0%     04/20/2007           Fee              First
   194                1926                2002 - 2005           85.1%     05/31/2007           Fee              First
   195                2004                    NAP              100.0%     07/01/2007           Fee              First
   196            1960 - 1981                 2005              92.2%     04/17/2007           Fee              First
   197            1976 / 1991                 NAP              100.0%     07/01/2007           Fee              First
   198            2006 / 2007                 NAP               96.1%     03/14/2007           Fee              First
   199                1986                    2003             100.0%     12/01/2006           Fee              First
   200                2003                    NAP               90.1%     04/25/2007           Fee              First
   201                2006                    NAP               87.6%     04/06/2007           Fee              First
   202                1880                    1995             100.0%     06/13/2007           Fee              First
   203                1967                    NAP              100.0%     07/01/2007           Fee              First
   204                1997                    2006             100.0%     07/01/2007           Fee              First
   205                1996                    NAP              100.0%     07/01/2007           Fee              First
   206                1974                    2006             100.0%     05/01/2007           Fee              First
   207            1997 / 2004                 NAP               85.5%     02/13/2007           Fee              First
   208                1968                    2003             100.0%     03/30/2007           Fee              First
   209                1971                    NAP               98.1%     03/01/2007           Fee              First
   210                1991                    NAP              100.0%     03/31/2007           Fee              First
   211                1926                    1989              95.7%     03/01/2007           Fee              First
   212                1922                    2006             100.0%     07/01/2007           Fee              First
   213                1997                    NAP               89.2%     04/11/2007           Fee              First
   214                2004                    NAP               89.8%     05/16/2007           Fee              First
   215                2005                    NAP              100.0%     07/01/2007           Fee              First
   216            1976 - 1978                 NAP               94.1%     03/30/2007           Fee              First
   217                2000                    NAP              100.0%     01/01/2007           Fee              First
   218                2007                    NAP              100.0%     07/01/2007           Fee              First
   219            1996 - 2006                 NAP               89.8%     06/01/2007           Fee              First

   220                1998                    NAP              100.0%     07/01/2007           Fee              First
   221                1998                    NAP              100.0%     07/01/2007        Leasehold           First
   222                2006                    NAP              100.0%     04/26/2007           Fee              First
   223                2006                    NAP              100.0%     07/01/2007           Fee              First
   224                1977                    NAP              100.0%     03/30/2007           Fee              First
   225                2004                    NAP              100.0%     01/25/2007           Fee              First
   226                1970                    2001             100.0%     01/16/2007           Fee              First
   227                1927                    2003              89.2%     06/15/2007           Fee              First
   228                1967                    NAP              100.0%     04/24/2007           Fee              First
   229                1986                    2005             100.0%     01/10/2007           Fee              First
   230                1964                    NAP               96.7%     05/01/2007           Fee              First
   231                1992                    1999             100.0%     06/13/2007           Fee              First
   232                1966                    NAP              100.0%     02/28/2007           Fee              First
   233                1963             2000 / 2003 - 2004      100.0%     04/30/2007           Fee              First
   234                1962                    2005              73.6%     04/26/2007           Fee              First
   235            2006 - 2007                 NAP              100.0%     07/01/2007           Fee              First
   236                2003                    2005             100.0%     03/31/2007           Fee              First
   237                2007                    NAP              100.0%     07/01/2007           Fee              First
   238                1999                    NAP              100.0%     07/01/2007        Leasehold           First
   239                2005                    NAP              100.0%     01/03/2007           Fee              First
   240                1963                    1987              74.8%     03/16/2007           Fee              First
   241            1946 / 1967                 NAP              100.0%     04/05/2007           Fee              First
   242            2004 / 2005                 NAP              100.0%     04/06/2007           Fee              First
   243                2004                    NAP              100.0%     04/26/2007           Fee              First
   244                2004                    NAP               76.5%     04/26/2007           Fee              First
   245                1980                    NAP               86.2%     06/01/2007           Fee              First
   246                1997                    NAP              100.0%     01/01/2007           Fee              First
   247                1999                    NAP              100.0%     04/25/2007        Leasehold           First
   248                1996                    NAP              100.0%     07/01/2007           Fee              First
   249                1999                    NAP              100.0%     02/08/2007           Fee              First
   250                1960                1994 / 2006          100.0%     05/10/2007           Fee              First
   251                2006                    NAP              100.0%     06/08/2007           Fee              First
   252            2002 - 2003                 NAP              100.0%     05/07/2007           Fee              First
   253                2007                    NAP              100.0%     02/08/2007           Fee              First
   254                1976                    NAP              100.0%     06/07/2007           Fee              First
   255                2006                    NAP              100.0%     04/20/2007           Fee              First
   256                2006                    NAP              100.0%     04/17/2007           Fee              First
   257                2006                    NAP              100.0%     05/18/2007           Fee              First
   258                1996                    NAP              100.0%     06/27/2007           Fee              First
   259                2006                    NAP              100.0%     04/30/2007           Fee              First
   260                2007                    NAP              100.0%     05/14/2007           Fee              First
   261                1988                    NAP              100.0%     05/02/2007           Fee              First
   262                2002                    NAP              100.0%     01/26/2007           Fee              First
   263                1966                2001 - 2005          100.0%     05/11/2007           Fee              First
   264                1929                    2006             100.0%     05/07/2007           Fee              First
   265            1935 / 1960                 2005             100.0%     05/31/2007           Fee              First
   266                1983                    2006             100.0%     07/01/2007           Fee              First
   267                2006                    NAP              100.0%     04/16/2007           Fee              First
   268                2002                    NAP              100.0%     05/08/2007           Fee              First


-------------------------------------------------------------------------------------------------------------------------
MORTGAGE                                              RELATED                                                    ORIGINAL
LOAN NO.                                           BORROWER LIST                                                  BALANCE
-------------------------------------------------------------------------------------------------------------------------

   1                                                    NAP                                                  $220,000,000
   2                                                    NAP                                                  $108,000,000

   3                     3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $29,500,000
   4                     3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $22,720,000
   5                     3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $20,280,000
   6                     3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $10,000,000
   7                                                   7, 8                                                   $71,000,000
   8                                                   7, 8                                                   $69,000,000
   9                     3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $63,400,000
   10                                                   NAP                                                   $55,000,000

   11                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $28,560,000
   12                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $23,750,000
   13                                               13, 20, 25                                                $45,000,000
   14                                                   NAP                                                   $41,275,000
   15                                                 15, 47                                                  $40,000,000
   16                                                   NAP                                                   $36,900,000

   17                                                   NAP                                                   $26,000,000
   18                                                   NAP                                                   $10,500,000
   19                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $36,300,000
   20                                               13, 20, 25                                                $35,000,000
   21                                                   NAP                                                   $35,000,000
   22                                                   NAP                                                   $33,500,000
   23                                                   NAP                                                   $32,000,000
   24                                               24, 73, 76                                                $30,475,000
   25                                               13, 20, 25                                                $30,000,000
   26                                                   NAP                                                   $28,500,000
   27                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $28,300,000
   28                                                   NAP                                                   $28,000,000
   29                                                   NAP                                                   $26,500,000
   30                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $26,200,000
   31                                                   NAP                                                   $26,000,000
   32                                                   NAP                                                   $26,000,000
   33                                                   NAP                                                   $25,500,000
   34                                                   NAP                                                   $25,000,000
   35                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $24,800,000
   36                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $24,750,000
   37                                                   NAP                                                   $24,000,000
   38                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $22,700,000

   39                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $13,530,000
   40                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                     $8,550,000
   41                                                   NAP                                                   $22,000,000
   42                                                   NAP                                                   $20,437,500
   43                                                   NAP                                                   $20,000,000
   44                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $19,150,000
   45                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $18,700,000
   46                                                   NAP                                                   $19,500,000
   47                                                 15, 47                                                  $17,000,000
   48                                                 48, 58                                                  $17,000,000

   49                                                   NAP                                                    $4,350,000
   50                                                   NAP                                                    $3,250,000
   51                                                   NAP                                                    $3,250,000
   52                                                   NAP                                                    $3,150,000
   53                                                   NAP                                                    $3,000,000
   54                                                   NAP                                                   $16,640,000
   55                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $16,125,000
   56                                                   NAP                                                   $16,100,000
   57                                                   NAP                                                   $15,700,000
   58                                                 48, 58                                                  $15,500,000

   59      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,805,977
   60      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,342,769
   61      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,155,703
   62      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,781,573
   63      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,692,494
   64      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,665,771
   65      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,496,520
   66      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,220,378

   67                                                   NAP                                                    $5,812,500
   68                                                   NAP                                                    $5,062,500
   69                                                   NAP                                                    $4,125,000
   70                                                 70, 110                                                 $14,850,000
   71                                                   NAP                                                   $14,560,000
   72                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $14,550,000
   73                                               24, 73, 76                                                $14,500,000
   74                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                     $8,018,000
   75                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                     $6,435,000
   76                                               24, 73, 76                                                $14,000,000

   77      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,378,400
   78      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,289,321
   79      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,933,006
   80      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,906,283
   81      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,808,297
   82      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,781,573
   83      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,754,849
   84                                       84, 102, 122, 136, 140, 183                                       $13,500,000
   85                                                   NAP                                                   $13,300,000

   86      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,556,557
   87      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,137,888
   88      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,915,191
   89      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,826,112
   90      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,692,494
   91      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,621,231
   92      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,487,613
   93                                                   NAP                                                   $12,750,000
   94                                                   NAP                                                   $12,500,000
   95                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                   $12,450,000
   96                                                   NAP                                                   $12,200,000
   97                                                   NAP                                                   $12,000,000
   98                                                   NAP                                                   $12,000,000
   99                                                   NAP                                                   $13,000,000
  100                                                   NAP                                                   $11,250,000
  101                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $11,210,000
  102                                       84, 102, 122, 136, 140, 183                                       $11,200,000
  103                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $11,200,000
  104                                                   NAP                                                   $11,000,000
  105                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                    $10,550,000
  106                                                   NAP                                                   $10,000,000
  107                                                   NAP                                                   $10,000,000
  108                                                108, 151                                                 $10,000,000
  109                                      109, 139, 141, 149, 159, 184                                       $10,000,000
  110                                                 70, 110                                                  $9,280,000
  111                                                   NAP                                                    $9,000,000
  112                                                   NAP                                                    $9,000,000
  113                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                     $8,950,000
  114                                                   NAP                                                    $8,750,000
  115                                                   NAP                                                    $8,500,000
  116                                                   NAP                                                    $8,300,000
  117                                                   NAP                                                    $8,285,000
  118                                                   NAP                                                    $8,250,000
  119                                                   NAP                                                    $8,200,000
  120                                   27, 35, 36, 38, 44, 55, 72, 95, 120                                    $8,175,000
  121                                                   NAP                                                    $8,000,000
  122                                       84, 102, 122, 136, 140, 183                                        $8,000,000
  123                                                   NAP                                                    $8,000,000
  124                                                   NAP                                                    $8,000,000
  125                                                   NAP                                                    $8,000,000

  126                                                   NAP                                                    $1,001,318
  127                                                   NAP                                                      $959,157
  128                                                   NAP                                                      $953,887
  129                                                   NAP                                                      $932,806
  130                                                   NAP                                                      $874,835
  131                                                   NAP                                                      $737,813
  132                                                   NAP                                                      $727,273
  133                                                   NAP                                                      $632,411
  134                                                   NAP                                                      $600,790
  135                                                   NAP                                                      $579,710
  136                                       84, 102, 122, 136, 140, 183                                        $7,200,000
  137      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $3,615,000
  138      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $3,380,000
  139                                      109, 139, 141, 149, 159, 184                                        $6,900,000
  140                                       84, 102, 122, 136, 140, 183                                        $6,850,000
  141                                      109, 139, 141, 149, 159, 184                                        $6,800,000
  142                                                   NAP                                                    $6,750,000
  143                                                   NAP                                                    $6,750,000
  144      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $3,341,000
  145      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $3,185,000
  146                                                   NAP                                                    $6,500,000
  147                                                   NAP                                                    $6,500,000
  148                                                   NAP                                                    $6,500,000
  149                                      109, 139, 141, 149, 159, 184                                        $6,365,000
  150                                                   NAP                                                    $6,250,000
  151                                                108, 151                                                  $6,200,000
  152                                                   NAP                                                    $6,100,000
  153                                                   NAP                                                    $6,100,000
  154                                                   NAP                                                    $6,050,000
  155                                                   NAP                                                    $6,000,000

  156      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,048,000
  157      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,950,000
  158      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,918,000
  159                                      109, 139, 141, 149, 159, 184                                        $5,900,000
  160                                                   NAP                                                    $5,800,000
  161                                                   NAP                                                    $5,600,000
  162                                                   NAP                                                    $5,500,000
  163                                                   NAP                                                    $5,350,000
  164      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,876,000
  165      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,454,000
  166                                                   NAP                                                    $5,000,000
  167                                                   NAP                                                    $5,000,000
  168                                                   NAP                                                    $4,960,000
  169                                                   NAP                                                    $4,900,000
  170                                                   NAP                                                    $4,800,000
  171                                                   NAP                                                    $4,725,000
  172                                                   NAP                                                    $4,700,000
  173                                                   NAP                                                    $4,600,000
  174                                                   NAP                                                    $4,600,000
  175                                                   NAP                                                    $4,600,000
  176      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,655,000
  177      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $1,875,000
  178                                              178, 227, 235                                               $4,510,000
  179                                                   NAP                                                    $4,500,000
  180                                                   NAP                                                    $4,500,000
  181                                                   NAP                                                    $4,340,000
  182                                                   NAP                                                    $4,250,000
  183                                       84, 102, 122, 136, 140, 183                                        $4,250,000
  184                                      109, 139, 141, 149, 159, 184                                        $4,250,000
  185                                                   NAP                                                    $4,250,000
  186                    3-6, 9, 11-12, 19, 30, 39-40, 45, 74, 75, 101, 103, 105, 113, 186                     $4,140,000
  187                                                   NAP                                                    $4,110,000
  188      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $4,035,000
  189                                                   NAP                                                    $4,000,000
  190                                                   NAP                                                    $4,000,000
  191                                                   NAP                                                    $4,000,000
  192                                                   NAP                                                    $4,000,000
  193                                                   NAP                                                    $4,000,000
  194                                                   NAP                                                    $4,000,000
  195      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $3,906,500
  196                                                   NAP                                                    $3,900,000
  197                                                   NAP                                                    $3,825,000
  198                                                   NAP                                                    $3,800,000
  199                                                   NAP                                                    $3,700,000
  200                                                   NAP                                                    $3,700,000
  201                                                   NAP                                                    $3,700,000
  202                                                   NAP                                                    $3,600,000
  203                                                   NAP                                                    $3,550,000
  204                                                   NAP                                                    $3,500,000
  205                                                   NAP                                                    $3,500,000
  206                                                   NAP                                                    $3,500,000
  207                                                   NAP                                                    $3,300,000
  208                                                   NAP                                                    $3,150,000
  209                                                   NAP                                                    $3,100,000
  210                                                   NAP                                                    $3,000,000
  211                                                   NAP                                                    $3,000,000
  212                                                   NAP                                                    $3,000,000
  213                                                   NAP                                                    $3,000,000
  214                                                   NAP                                                    $3,000,000
  215                                                   NAP                                                    $3,000,000
  216                                                   NAP                                                    $3,000,000
  217                                                   NAP                                                    $3,000,000
  218      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,955,000
  219                                                   NAP                                                    $2,900,000

  220                                                   NAP                                                    $1,800,000
  221                                                   NAP                                                    $1,100,000
  222                                                222, 267                                                  $2,887,500
  223      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,804,000
  224                                                224, 247                                                  $2,770,000
  225                                                   NAP                                                    $2,750,000
  226                                                   NAP                                                    $2,700,000
  227                                              178, 227, 235                                               $2,700,000
  228                                                   NAP                                                    $2,650,000
  229                                                   NAP                                                    $2,600,000
  230                                                   NAP                                                    $2,600,000
  231                                                   NAP                                                    $2,500,000
  232                                                   NAP                                                    $2,500,000
  233                                                   NAP                                                    $2,500,000
  234                                                   NAP                                                    $2,500,000
  235                                              178, 227, 235                                               $2,490,000
  236                                                   NAP                                                    $2,450,000
  237                                                   NAP                                                    $2,435,000
  238                                                   NAP                                                    $2,400,000
  239                                                   NAP                                                    $2,400,000
  240                                                   NAP                                                    $2,400,000
  241                                                   NAP                                                    $2,350,000
  242                                                   NAP                                                    $2,300,000
  243                                                   NAP                                                    $2,285,200
  244                                                   NAP                                                    $2,205,000
  245                                                   NAP                                                    $2,200,000
  246                                                   NAP                                                    $2,200,000
  247                                                224, 247                                                  $2,200,000
  248      59-66, 77-83, 86-92, 137, 138, 144, 145, 156-158, 164, 165, 176, 177, 188, 195, 218, 223, 248       $2,175,000
  249                                                   NAP                                                    $2,170,000
  250                                                   NAP                                                    $2,150,000
  251                                                   NAP                                                    $2,000,000
  252                                                   NAP                                                    $2,000,000
  253                                                   NAP                                                    $2,000,000
  254                                                   NAP                                                    $1,850,000
  255                                                   NAP                                                    $1,700,000
  256                                                   NAP                                                    $1,650,000
  257                                                   NAP                                                    $1,650,000
  258                                                   NAP                                                    $1,600,000
  259                                                   NAP                                                    $1,550,000
  260                                                   NAP                                                    $1,500,000
  261                                                   NAP                                                    $1,500,000
  262                                                   NAP                                                    $1,500,000
  263                                                   NAP                                                    $1,450,000
  264                                                   NAP                                                    $1,350,000
  265                                                   NAP                                                    $1,225,000
  266                                                   NAP                                                    $1,000,000
  267                                                222, 267                                                    $805,000
  268                                                   NAP                                                      $660,000

                                                                                                           $2,734,335,700


-------------------------------------------------------------------------------------------------
MORTGAGE     CUT-OFF DATE   % BY CUT-OFF    % OF APPLICABLE     CUT-OFF DATE BALANCE
LOAN NO.       BALANCE(6)   DATE BALANCE   LOAN GROUP BALANCE    PER UNIT OR SF         NOTE DATE
-------------------------------------------------------------------------------------------------

    1        $220,000,000       8.1%              9.0%                          $487   02/15/2007
    2        $100,574,654       3.7%              4.1%                          $169   12/04/2003

    3         $29,500,000       1.1%              1.2%                           $48   03/13/2007
    4         $22,720,000       0.8%              0.9%                           $48   03/13/2007
    5         $20,280,000       0.7%              0.8%                           $48   03/13/2007
    6         $10,000,000       0.4%              0.4%                           $48   03/13/2007
    7         $71,000,000       2.6%              2.9%                          $185   05/01/2007
    8         $69,000,000       2.5%              2.8%                          $161   05/01/2007
    9         $63,400,000       2.3%              2.6%                          $130   02/06/2007
   10         $55,000,000       2.0%              2.3%                      $733,333   05/16/2007

   11         $28,560,000       1.0%              1.2%                           $78   02/06/2007
   12         $23,750,000       0.9%              1.0%                           $78   02/06/2007
   13         $45,000,000       1.7%              1.8%                          $161   04/16/2007
   14         $41,275,000       1.5%              1.7%                          $153   04/13/2007
   15         $40,000,000       1.5%             13.9%                      $116,618   05/04/2007
   16         $36,900,000       1.4%              1.5%                          $111   05/10/2007

   17         $26,000,000       1.0%              1.1%                       $85,280   03/16/2007
   18         $10,500,000       0.4%              0.4%                       $85,280   03/16/2007
   19         $36,300,000       1.3%              1.5%                          $164   02/06/2007
   20         $35,000,000       1.3%              1.4%                          $181   04/16/2007
   21         $35,000,000       1.3%              1.4%                       $93,333   02/27/2007
   22         $33,500,000       1.2%             11.6%                      $104,688   05/24/2007
   23         $32,000,000       1.2%              1.3%                          $171   05/31/2007
   24         $30,475,000       1.1%              1.3%                           $44   04/23/2007
   25         $30,000,000       1.1%              1.2%                          $236   04/17/2007
   26         $28,500,000       1.0%              1.2%                          $206   06/08/2007
   27         $28,300,000       1.0%              1.2%                          $150   06/18/2007
   28         $28,000,000       1.0%              1.1%                          $189   06/19/2007
   29         $26,500,000       1.0%              1.1%                      $157,738   05/08/2007
   30         $26,200,000       1.0%              1.1%                           $92   02/06/2007
   31         $26,000,000       1.0%              1.1%                           $76   06/05/2007
   32         $26,000,000       1.0%              9.0%                       $70,270   05/31/2007
   33         $25,500,000       0.9%              1.0%                           $71   04/16/2007
   34         $24,946,865       0.9%              1.0%                          $113   04/26/2007
   35         $24,800,000       0.9%              1.0%                          $119   06/18/2007
   36         $24,750,000       0.9%              1.0%                           $82   06/18/2007
   37         $24,000,000       0.9%              1.0%                          $144   05/17/2007
   38         $22,700,000       0.8%              0.9%                          $186   06/18/2007

   39         $13,530,000       0.5%              0.6%                          $114   02/06/2007
   40          $8,550,000       0.3%              0.4%                          $114   02/06/2007
   41         $22,000,000       0.8%              0.9%                          $161   05/10/2007
   42         $20,437,500       0.8%              0.8%                          $330   05/31/2007
   43         $20,000,000       0.7%              0.8%                          $212   06/01/2007
   44         $19,150,000       0.7%              0.8%                          $170   06/18/2007
   45         $18,700,000       0.7%              6.5%                       $65,614   05/08/2007
   46         $17,760,571       0.7%              0.7%                           $99   12/16/2002
   47         $17,000,000       0.6%              5.9%                       $70,833   05/04/2007
   48         $17,000,000       0.6%              5.9%                       $47,753   03/29/2007

   49          $4,345,415       0.2%              0.2%                           $47   05/01/2007
   50          $3,246,574       0.1%              0.1%                           $47   05/01/2007
   51          $3,246,574       0.1%              0.1%                           $47   05/01/2007
   52          $3,146,680       0.1%              0.1%                           $47   05/01/2007
   53          $2,996,838       0.1%              0.1%                           $47   05/01/2007
   54         $16,640,000       0.6%              0.7%                          $185   06/13/2007
   55         $16,125,000       0.6%              0.7%                          $209   06/18/2007
   56         $16,054,000       0.6%              0.7%                          $149   04/19/2007
   57         $15,700,000       0.6%              0.6%                          $101   05/15/2007
   58         $15,500,000       0.6%              5.4%                       $43,785   04/02/2007

   59          $2,805,977       0.1%              0.1%                          $339   04/26/2007
   60          $2,342,769       0.1%              0.1%                          $339   04/26/2007
   61          $2,155,703       0.1%              0.1%                          $339   04/26/2007
   62          $1,781,573       0.1%              0.1%                          $339   04/26/2007
   63          $1,692,494       0.1%              0.1%                          $339   04/26/2007
   64          $1,665,771       0.1%              0.1%                          $339   04/26/2007
   65          $1,496,520       0.1%              0.1%                          $339   04/26/2007
   66          $1,220,378       0.0%              0.1%                          $339   04/26/2007

   67          $5,781,403       0.2%              0.2%                           $77   03/01/2007
   68          $5,035,416       0.2%              0.2%                           $77   03/01/2007
   69          $4,102,931       0.2%              0.2%                           $77   03/01/2007
   70         $14,850,000       0.5%              0.6%                      $108,394   05/24/2007
   71         $14,560,000       0.5%              0.6%                          $103   06/07/2007
   72         $14,550,000       0.5%              0.6%                          $243   06/18/2007
   73         $14,500,000       0.5%              0.6%                       $55,344   04/02/2007
   74          $8,018,000       0.3%              0.3%                          $104   01/08/2007
   75          $6,435,000       0.2%              0.3%                          $104   03/12/2007
   76         $14,000,000       0.5%              0.6%                           $60   04/23/2007

   77          $2,378,400       0.1%              0.1%                          $362   04/26/2007
   78          $2,289,321       0.1%              0.1%                          $362   04/26/2007
   79          $1,933,006       0.1%              0.1%                          $362   04/26/2007
   80          $1,906,283       0.1%              0.1%                          $362   04/26/2007
   81          $1,808,297       0.1%              0.1%                          $362   04/26/2007
   82          $1,781,573       0.1%              0.1%                          $362   04/26/2007
   83          $1,754,849       0.1%              0.1%                          $362   04/26/2007
   84         $13,500,000       0.5%              4.7%                      $184,932   05/09/2007
   85         $13,267,959       0.5%              0.5%                       $26,642   03/07/2007

   86          $2,556,557       0.1%              0.1%                          $354   04/26/2007
   87          $2,137,888       0.1%              0.1%                          $354   04/26/2007
   88          $1,915,191       0.1%              0.1%                          $354   04/26/2007
   89          $1,826,112       0.1%              0.1%                          $354   04/26/2007
   90          $1,692,494       0.1%              0.1%                          $354   04/26/2007
   91          $1,621,231       0.1%              0.1%                          $354   04/26/2007
   92          $1,487,613       0.1%              0.1%                          $354   04/26/2007
   93         $12,750,000       0.5%              0.5%                          $214   03/13/2007
   94         $12,500,000       0.5%              0.5%                          $104   05/14/2007
   95         $12,450,000       0.5%              0.5%                           $81   06/18/2007
   96         $12,177,392       0.4%              0.5%                           $95   04/27/2007
   97         $12,000,000       0.4%              0.5%                          $162   03/29/2007
   98         $11,987,328       0.4%              0.5%                       $88,142   05/31/2007
   99         $11,587,561       0.4%              0.5%                           $91   02/15/2001
   100        $11,250,000       0.4%              0.5%                       $90,726   05/30/2007
   101        $11,210,000       0.4%              0.5%                           $93   05/04/2007
   102        $11,200,000       0.4%              3.9%                      $186,667   05/09/2007
   103        $11,200,000       0.4%              0.5%                           $82   02/06/2007
   104        $11,000,000       0.4%              0.5%                       $92,437   05/18/2007
   105        $10,550,000       0.4%              0.4%                          $171   02/06/2007
   106        $10,000,000       0.4%              0.4%                          $102   02/28/2007
   107        $10,000,000       0.4%              0.4%                          $292   04/05/2007
   108        $10,000,000       0.4%              3.5%                       $27,933   04/05/2007
   109         $9,980,289       0.4%              0.4%                          $123   04/26/2007
   110         $9,280,000       0.3%              0.4%                       $69,774   05/24/2007
   111         $9,000,000       0.3%              3.1%                       $45,000   06/01/2007
   112         $9,000,000       0.3%              0.4%                          $221   03/23/2007
   113         $8,950,000       0.3%              0.4%                          $113   05/04/2007
   114         $8,750,000       0.3%              0.4%                           $62   03/29/2007
   115         $8,500,000       0.3%              0.3%                           $74   05/10/2007
   116         $8,300,000       0.3%              0.3%                          $130   03/08/2007
   117         $8,254,139       0.3%              0.3%                           $50   02/02/2007
   118         $8,215,537       0.3%              0.3%                       $65,203   04/23/2007
   119         $8,191,568       0.3%              0.3%                       $67,144   05/31/2007
   120         $8,175,000       0.3%              0.3%                          $102   06/18/2007
   121         $8,000,000       0.3%              2.8%                       $57,143   02/22/2007
   122         $8,000,000       0.3%              2.8%                      $181,818   05/01/2007
   123         $8,000,000       0.3%              0.3%                       $68,376   04/02/2007
   124         $8,000,000       0.3%              0.3%                          $123   03/29/2007
   125         $7,985,346       0.3%              0.3%                       $69,438   04/09/2007

   126           $990,609       0.0%              0.0%                          $122   04/27/2007
   127           $948,899       0.0%              0.0%                          $122   04/27/2007
   128           $943,686       0.0%              0.0%                          $122   04/27/2007
   129           $922,830       0.0%              0.0%                          $122   04/27/2007
   130           $865,479       0.0%              0.0%                          $122   04/27/2007
   131           $729,922       0.0%              0.0%                          $122   04/27/2007
   132           $719,495       0.0%              0.0%                          $122   04/27/2007
   133           $625,648       0.0%              0.0%                          $122   04/27/2007
   134           $594,365       0.0%              0.0%                          $122   04/27/2007
   135           $573,510       0.0%              0.0%                          $122   04/27/2007
   136         $7,200,000       0.3%              2.5%                      $189,474   05/09/2007
   137         $3,615,000       0.1%              0.1%                          $240   05/15/2007
   138         $3,380,000       0.1%              0.1%                          $240   04/16/2007
   139         $6,892,714       0.3%              0.3%                           $98   05/03/2007
   140         $6,850,000       0.3%              2.4%                      $175,641   05/09/2007
   141         $6,779,858       0.2%              0.3%                           $99   03/07/2007
   142         $6,740,512       0.2%              0.3%                       $29,307   05/22/2007
   143         $6,737,408       0.2%              0.3%                          $179   04/26/2007
   144         $3,341,000       0.1%              0.1%                          $161   03/05/2007
   145         $3,185,000       0.1%              0.1%                          $161   03/05/2007
   146         $6,500,000       0.2%              0.3%                           $39   03/29/2007
   147         $6,500,000       0.2%              0.3%                          $487   04/20/2007
   148         $6,493,226       0.2%              0.3%                          $195   05/08/2007
   149         $6,346,168       0.2%              0.3%                           $45   04/25/2007
   150         $6,250,000       0.2%              0.3%                          $115   04/30/2007
   151         $6,200,000       0.2%              2.2%                       $23,221   04/05/2007
   152         $6,100,000       0.2%              0.3%                          $102   06/11/2007
   153         $6,100,000       0.2%              0.3%                           $22   04/18/2007
   154         $6,050,000       0.2%              0.2%                          $143   05/21/2007
   155         $6,000,000       0.2%              0.2%                           $97   03/23/2007

   156         $2,048,000       0.1%              0.1%                           $97   04/09/2007
   157         $1,950,000       0.1%              0.1%                           $97   04/09/2007
   158         $1,918,000       0.1%              0.1%                           $97   04/09/2007
   159         $5,883,974       0.2%              0.2%                           $48   04/25/2007
   160         $5,800,000       0.2%              0.2%                          $139   06/01/2007
   161         $5,600,000       0.2%              1.9%                       $65,882   05/02/2007
   162         $5,500,000       0.2%              0.2%                          $135   05/01/2007
   163         $5,335,469       0.2%              0.2%                          $423   03/14/2007
   164         $2,876,000       0.1%              0.1%                          $114   03/05/2007
   165         $2,454,000       0.1%              0.1%                          $114   03/09/2007
   166         $5,000,000       0.2%              0.2%                           $17   05/03/2007
   167         $4,989,382       0.2%              0.2%                       $58,699   05/08/2007
   168         $4,955,649       0.2%              0.2%                      $353,975   05/30/2007
   169         $4,900,000       0.2%              0.2%                          $436   06/18/2007
   170         $4,800,000       0.2%              0.2%                          $178   03/26/2007
   171         $4,725,000       0.2%              0.2%                          $106   05/11/2007
   172         $4,700,000       0.2%              0.2%                          $420   03/15/2007
   173         $4,600,000       0.2%              0.2%                          $259   05/31/2007
   174         $4,600,000       0.2%              0.2%                          $341   06/13/2007
   175         $4,595,124       0.2%              0.2%                          $121   05/09/2007
   176         $2,655,000       0.1%              0.1%                          $121   03/05/2007
   177         $1,875,000       0.1%              0.1%                          $121   02/28/2007
   178         $4,510,000       0.2%              0.2%                           $81   06/12/2007
   179         $4,495,311       0.2%              0.2%                          $182   04/04/2007
   180         $4,465,049       0.2%              0.2%                          $293   10/23/2006
   181         $4,331,408       0.2%              0.2%                          $336   04/05/2007
   182         $4,250,000       0.2%              0.2%                          $195   05/16/2007
   183         $4,250,000       0.2%              1.5%                      $177,083   05/01/2007
   184         $4,241,513       0.2%              0.2%                           $85   04/26/2007
   185         $4,220,887       0.2%              0.2%                       $37,025   04/20/2007
   186         $4,140,000       0.2%              0.2%                          $178   05/14/2007
   187         $4,105,798       0.2%              0.2%                           $67   05/17/2007
   188         $4,035,000       0.1%              0.2%                          $105   03/26/2007
   189         $4,000,000       0.1%              1.4%                       $50,633   05/18/2007
   190         $4,000,000       0.1%              0.2%                          $428   03/28/2007
   191         $4,000,000       0.1%              1.4%                       $45,455   06/01/2007
   192         $3,992,404       0.1%              0.2%                           $42   04/05/2007
   193         $3,985,363       0.1%              1.4%                       $18,711   02/23/2007
   194         $3,981,659       0.1%              0.2%                           $49   03/15/2007
   195         $3,906,500       0.1%              0.2%                           $81   04/20/2007
   196         $3,892,296       0.1%              0.2%                           $75   04/27/2007
   197         $3,825,000       0.1%              0.2%                           $46   05/21/2007
   198         $3,788,768       0.1%              0.2%                          $222   03/26/2007
   199         $3,700,000       0.1%              0.2%                          $101   04/26/2007
   200         $3,700,000       0.1%              0.2%                           $63   06/15/2007
   201         $3,696,144       0.1%              0.2%                          $308   05/11/2007
   202         $3,600,000       0.1%              0.1%                        $1,446   05/04/2007
   203         $3,550,000       0.1%              0.1%                           $30   03/30/2007
   204         $3,500,000       0.1%              0.1%                           $73   04/02/2007
   205         $3,496,297       0.1%              0.1%                           $75   05/11/2007
   206         $3,496,241       0.1%              0.1%                           $83   05/01/2007
   207         $3,300,000       0.1%              0.1%                           $40   06/04/2007
   208         $3,150,000       0.1%              0.1%                          $224   04/30/2007
   209         $3,100,000       0.1%              1.1%                       $14,762   05/22/2007
   210         $3,000,000       0.1%              1.0%                       $46,875   05/11/2007
   211         $3,000,000       0.1%              1.0%                       $43,478   05/15/2007
   212         $3,000,000       0.1%              0.1%                          $173   10/02/2006
   213         $2,996,903       0.1%              0.1%                          $279   05/23/2007
   214         $2,996,892       0.1%              0.1%                          $146   05/17/2007
   215         $2,996,826       0.1%              0.1%                          $207   05/09/2007
   216         $2,994,215       0.1%              1.0%                       $24,147   04/04/2007
   217         $2,993,945       0.1%              0.1%                           $99   04/09/2007
   218         $2,955,000       0.1%              0.1%                          $145   04/11/2007
   219         $2,900,000       0.1%              0.1%                           $40   05/18/2007

   220         $1,800,000       0.1%              0.1%                          $143   05/08/2007
   221         $1,100,000       0.0%              0.0%                          $143   05/08/2007
   222         $2,882,220       0.1%              0.1%                          $185   04/26/2007
   223         $2,804,000       0.1%              0.1%                          $177   04/11/2007
   224         $2,770,000       0.1%              0.1%                           $27   03/30/2007
   225         $2,741,579       0.1%              0.1%                          $198   03/08/2007
   226         $2,700,000       0.1%              0.1%                          $101   01/26/2007
   227         $2,694,622       0.1%              0.1%                          $383   04/16/2007
   228         $2,650,000       0.1%              0.1%                           $64   04/24/2007
   229         $2,600,000       0.1%              0.1%                          $134   02/28/2007
   230         $2,597,367       0.1%              0.9%                       $28,232   05/11/2007
   231         $2,500,000       0.1%              0.1%                           $97   06/13/2007
   232         $2,500,000       0.1%              0.1%                          $178   05/11/2007
   233         $2,500,000       0.1%              0.1%                          $284   04/30/2007
   234         $2,495,530       0.1%              0.1%                          $181   04/26/2007
   235         $2,490,000       0.1%              0.1%                           $50   06/12/2007
   236         $2,436,060       0.1%              0.1%                          $127   02/26/2007
   237         $2,432,501       0.1%              0.1%                          $178   04/11/2007
   238         $2,400,000       0.1%              0.1%                           $53   03/21/2007
   239         $2,395,351       0.1%              0.1%                           $80   04/05/2007
   240         $2,393,126       0.1%              0.8%                       $16,280   03/30/2007
   241         $2,347,629       0.1%              0.1%                          $206   05/11/2007
   242         $2,300,000       0.1%              0.1%                           $81   05/24/2007
   243         $2,285,200       0.1%              0.1%                          $297   04/26/2007
   244         $2,200,923       0.1%              0.1%                           $86   04/26/2007
   245         $2,200,000       0.1%              0.1%                           $28   06/01/2007
   246         $2,200,000       0.1%              0.1%                          $273   02/15/2007
   247         $2,200,000       0.1%              0.1%                           $39   04/25/2007
   248         $2,175,000       0.1%              0.1%                          $156   05/09/2007
   249         $2,157,335       0.1%              0.1%                          $136   02/12/2007
   250         $2,146,883       0.1%              0.1%                          $222   05/15/2007
   251         $2,000,000       0.1%              0.1%                           $83   06/08/2007
   252         $1,997,815       0.1%              0.1%                          $126   05/14/2007
   253         $1,994,138       0.1%              0.1%                           $81   03/20/2007
   254         $1,850,000       0.1%              0.1%                          $353   06/07/2007
   255         $1,698,265       0.1%              0.1%                          $157   05/08/2007
   256         $1,650,000       0.1%              0.1%                          $169   04/25/2007
   257         $1,650,000       0.1%              0.1%                          $224   03/27/2007
   258         $1,594,284       0.1%              0.1%                          $163   05/04/2007
   259         $1,529,560       0.1%              0.1%                           $76   12/20/2006
   260         $1,498,431       0.1%              0.1%                          $348   05/14/2007
   261         $1,498,410       0.1%              0.1%                           $61   05/04/2007
   262         $1,495,520       0.1%              0.1%                          $287   03/20/2007
   263         $1,448,531       0.1%              0.1%                           $85   05/11/2007
   264         $1,350,000       0.0%              0.5%                       $84,375   05/21/2007
   265         $1,223,811       0.0%              0.1%                          $219   05/31/2007
   266           $997,032       0.0%              0.0%                          $322   03/02/2007
   267           $803,609       0.0%              0.0%                          $274   04/16/2007
   268           $659,403       0.0%              0.0%                          $204   05/17/2007

           $2,722,865,021     100.0%


-----------------------------------------------------------------------------------------------------
MORTGAGE   FIRST PAYMENT   FIRST PAYMENT   MATURITY DATE     GRACE                 LOCKBOX    LOCKBOX
LOAN NO.     DATE (P&I)      DATE (IO)        OR ARD       PERIOD(7)   ARD LOAN     STATUS      TYPE
-----------------------------------------------------------------------------------------------------

    1        04/01/2017      04/01/2007     03/01/2022         0          No       In Place     Hard
    2        02/01/2004         NAP         01/01/2014         0          No         None       NAP

    3           NAP          05/01/2007     04/01/2017         5         Yes      Springing     Hard
    4           NAP          05/01/2007     04/01/2017         5         Yes      Springing     Hard
    5           NAP          05/01/2007     04/01/2017         5         Yes      Springing     Hard
    6           NAP          05/01/2007     04/01/2017         5         Yes      Springing     Hard
    7           NAP          06/01/2007     05/01/2017         5          No         None       NAP
    8           NAP          06/01/2007     05/01/2017         5          No         None       NAP
    9           NAP          04/01/2007     03/01/2012         5          No      Springing     Hard
   10           NAP          07/01/2007     06/01/2017         5          No       In Place     Hard

   11           NAP          04/01/2007     03/01/2012         5         Yes      Springing     Hard
   12           NAP          04/01/2007     03/01/2012         5         Yes      Springing     Hard
   13           NAP          06/01/2007     05/01/2017         0          No         None       NAP
   14           NAP          06/01/2007     05/01/2017         5          No      Springing     Hard
   15           NAP          07/01/2007     06/01/2017         0          No         None       NAP
   16           NAP          07/01/2007     06/01/2017         5          No      Springing     Hard

   17           NAP          05/01/2007     04/01/2012         0          No       In Place     Hard
   18           NAP          05/01/2007     04/01/2012         0          No       In Place     Hard
   19           NAP          04/01/2007     03/01/2012         5          No      Springing     Hard
   20           NAP          06/01/2007     05/01/2017         0          No         None       NAP
   21           NAP          04/05/2007     03/05/2013         0          No       In Place     Hard
   22           NAP          07/01/2007     06/01/2017         0          No         None       NAP
   23        07/01/2012      07/01/2007     06/01/2017         5          No         None       NAP
   24           NAP          06/01/2007     05/01/2017         5          No         None       NAP
   25           NAP          06/01/2007     05/01/2017         0          No         None       NAP
   26        08/01/2012      08/01/2007     07/01/2017         3          No         None       NAP
   27           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   28        08/01/2010      08/01/2007     07/01/2017         0          No         None       NAP
   29           NAP          07/01/2007     06/01/2017         5          No       In Place     Hard
   30           NAP          04/01/2007     03/01/2012         5         Yes      Springing     Hard
   31           NAP          08/01/2007     07/01/2017         0          No         None       NAP
   32           NAP          07/01/2007     06/01/2012         5          No         None       NAP
   33        06/01/2012      06/01/2007     05/01/2017         5          No       In Place     Hard
   34        06/01/2007         NAP         05/01/2017         5          No         None       NAP
   35           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   36           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   37           NAP          07/01/2007     06/01/2017         0          No         None       NAP
   38           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard

   39           NAP          04/01/2007     03/01/2012         5         Yes         None       NAP
   40           NAP          04/01/2007     03/01/2012         5         Yes         None       NAP
   41           NAP          07/01/2007     06/01/2014         0          No         None       NAP
   42        07/01/2010      07/01/2007     06/01/2017         0          No         None       NAP
   43        08/01/2012      08/01/2007     07/01/2017         2          No         None       NAP
   44           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   45           NAP          07/01/2007     06/01/2017         5          No         None       NAP
   46        02/01/2003         NAP         01/01/2013         0          No         None       NAP
   47           NAP          07/01/2007     06/01/2017         5          No         None       NAP
   48        06/01/2012      06/01/2007     05/01/2017         5          No         None       NAP

   49        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   50        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   51        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   52        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   53        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   54        08/01/2010      08/01/2007     07/01/2017         5          No       In Place     Hard
   55           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   56        06/01/2007         NAP         05/01/2017         5          No      Springing     Hard
   57           NAP          07/01/2007     06/01/2017         0          No         None       NAP
   58        06/01/2012      06/01/2007     05/01/2017         5          No         None       NAP

   59           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   60           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   61           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   62           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   63           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   64           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   65           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   66           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard

   67        04/01/2007         NAP         03/01/2017         5          No       In Place     Hard
   68        04/01/2007         NAP         03/01/2017         5          No       In Place     Hard
   69        04/01/2007         NAP         03/01/2017         5          No       In Place     Hard
   70        07/01/2012      07/01/2007     06/01/2017         5          No       In Place     Hard
   71        08/01/2010      08/01/2007     07/01/2017         5          No         None       NAP
   72           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   73           NAP          06/01/2007     05/01/2017         5          No       In Place     Hard
   74           NAP          03/01/2007     02/01/2014         5          No         None       NAP
   75           NAP          05/01/2007     04/01/2014         5          No         None       NAP
   76           NAP          06/01/2007     05/01/2017         5          No         None       NAP

   77           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   78           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   79           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   80           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   81           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   82           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   83           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   84           NAP          07/01/2007     06/01/2017         5          No         None       NAP
   85        05/01/2007         NAP         04/01/2017         5          No         None       NAP

   86           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   87           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   88           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   89           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   90           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   91           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   92           NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   93        05/01/2012      05/01/2007     04/01/2017         5          No         None       NAP
   94        07/01/2009      07/01/2007     06/01/2017         0          No         None       NAP
   95           NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   96        06/01/2007         NAP         05/01/2017         5          No      Springing     Hard
   97        05/01/2012      05/01/2007     04/01/2017         5          No         None       NAP
   98        07/01/2007         NAP         06/01/2017         5          No         None       NAP
   99        04/01/2001         NAP         03/01/2011         5          No         None       NAP
   100       07/01/2010      07/01/2007     06/01/2017         5          No      Springing     Hard
   101          NAP          07/01/2007     06/01/2012         5          No         None       NAP
   102          NAP          07/01/2007     06/01/2017         5          No         None       NAP
   103          NAP          04/01/2007     03/01/2012         5         Yes      Springing     Hard
   104       07/01/2010      07/01/2007     06/01/2017         5         Yes      Springing     Hard
   105          NAP          04/01/2007     03/01/2012         5          No         None       NAP
   106       04/01/2010      04/01/2007     03/01/2017         5          No         None       NAP
   107          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   108          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   109       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   110       07/01/2008      07/01/2007     06/01/2017         5          No      Springing     Hard
   111          NAP          08/01/2007     07/01/2017         0          No         None       NAP
   112          NAP          05/01/2007     04/01/2012         5          No         None       NAP
   113          NAP          07/01/2007     06/01/2012         5          No         None       NAP
   114          NAP          05/01/2007     04/01/2014         0          No         None       NAP
   115          NAP          07/01/2007     04/01/2018         5          No         None       NAP
   116       05/01/2012      05/01/2007     04/01/2017         5          No       In Place     Hard
   117       04/01/2007         NAP         03/01/2017         5          No         None       NAP
   118       06/01/2007         NAP         05/01/2017         5          No      Springing     Hard
   119       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   120          NAP          08/01/2007     07/01/2017         5          No      Springing     Hard
   121       04/01/2012      04/01/2007     03/01/2017         5          No         None       NAP
   122          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   123       06/01/2009      06/01/2007     05/01/2017         5          No       In Place     Hard
   124          NAP          05/01/2007     04/01/2017         5          No       In Place     Hard
   125       06/01/2007         NAP         05/01/2017         5          No         None       NAP

   126       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   127       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   128       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   129       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   130       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   131       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   132       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   133       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   134       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   135       06/01/2007         NAP         05/01/2017         5          No       In Place     Hard
   136          NAP          07/01/2007     06/01/2017         5          No         None       NAP
   137          NAP          07/01/2007     06/01/2017         0         Yes      Springing     Hard
   138          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   139       07/01/2007         NAP         06/01/2017         0          No       In Place     Soft
   140          NAP          07/01/2007     06/01/2017         5          No         None       NAP
   141       05/01/2007         NAP         04/01/2017         0          No      Springing     Hard
   142       07/01/2007         NAP         06/01/2017         5         Yes      Springing     Hard
   143       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   144          NAP          05/01/2007     09/01/2016         0         Yes      Springing     Hard
   145          NAP          05/01/2007     09/01/2016         0         Yes      Springing     Hard
   146          NAP          05/01/2007     04/01/2017         5          No         None       NAP
   147          NAP          06/01/2007     05/01/2012         5          No         None       NAP
   148       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   149       06/01/2007         NAP         05/01/2017         0          No      Springing     Hard
   150          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   151          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   152       08/01/2007         NAP         07/01/2017         5          No       In Place     Hard
   153       06/01/2010      06/01/2007     05/01/2017         5          No       In Place     Hard
   154       07/01/2009      07/01/2007     06/01/2017         0          No         None       NAP
   155       06/01/2009      06/01/2007     05/01/2017         5          No         None       NAP

   156          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   157          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   158          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   159       06/01/2007         NAP         05/01/2017         0          No      Springing     Hard
   160       07/01/2009      07/01/2007     06/01/2017         5          No         None       NAP
   161       07/01/2010      07/01/2007     06/01/2017         5          No         None       NAP
   162          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   163       05/01/2007         NAP         04/01/2012         5          No         None       NAP
   164          NAP          05/01/2007     04/01/2012         0         Yes      Springing     Hard
   165          NAP          05/01/2007     04/01/2012         0         Yes      Springing     Hard
   166          NAP          07/01/2007     06/01/2017         0          No         None       NAP
   167       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   168       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   169       08/01/2010      08/01/2007     07/01/2017         5          No         None       NAP
   170          NAP          05/01/2007     04/01/2017         5          No         None       NAP
   171       07/01/2012      07/01/2007     06/01/2017         5          No         None       NAP
   172       05/01/2012      05/01/2007     04/01/2017         5          No         None       NAP
   173          NAP          07/01/2007     06/01/2017         5          No         None       NAP
   174       08/01/2007         NAP         07/01/2017         5          No         None       NAP
   175       07/01/2007         NAP         06/01/2014         5          No      Springing     Hard
   176          NAP          05/01/2007     04/01/2012         0         Yes      Springing     Hard
   177          NAP          05/01/2007     04/01/2012         0         Yes      Springing     Hard
   178          NAP          08/01/2007     07/01/2017         5          No         None       NAP
   179       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   180       12/01/2006         NAP         11/01/2016         5          No         None       NAP
   181       06/01/2007         NAP         05/01/2017         5          No      Springing     Hard
   182       07/01/2012      07/01/2007     06/01/2017         5          No         None       NAP
   183          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   184       06/01/2007         NAP         05/01/2017         0          No      Springing     Hard
   185       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   186          NAP          07/01/2007     06/01/2014         5         Yes         None       NAP
   187       07/01/2007         NAP         06/01/2017         2         Yes         None       NAP
   188          NAP          05/01/2007     04/01/2017         0         Yes      Springing     Hard
   189          NAP          07/01/2007     06/01/2017         5          No      Springing     Hard
   190       05/01/2009      05/01/2007     04/01/2017         5          No         None       NAP
   191       08/01/2010      08/01/2007     07/01/2017         0          No         None       NAP
   192       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   193       04/08/2007         NAP         03/08/2012         0          No         None       NAP
   194       05/01/2007         NAP         04/01/2017         5          No         None       NAP
   195          NAP          06/01/2007     05/01/2017         0         Yes       In Place     Hard
   196       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   197       07/01/2012      07/01/2007     06/01/2017         5          No      Springing     Hard
   198       05/01/2007         NAP         04/01/2017         5          No         None       NAP
   199       06/01/2012      06/01/2007     05/01/2017         5          No         None       NAP
   200       08/01/2010      08/01/2007     07/01/2017         5          No         None       NAP
   201       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   202       07/01/2011      07/01/2007     06/01/2017         5          No         None       NAP
   203          NAP          05/01/2007     04/01/2017         5          No         None       NAP
   204          NAP          06/01/2007     05/01/2017         5         Yes         None       NAP
   205       07/01/2007         NAP         06/01/2017         5          No      Springing     Hard
   206       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   207       08/01/2007         NAP         07/01/2017         5          No         None       NAP
   208          NAP          06/01/2007     05/01/2017         5          No         None       NAP
   209       07/01/2010      07/01/2007     06/01/2017         5          No         None       NAP
   210          NAP          07/01/2007     06/01/2017         5          No         None       NAP
   211       07/01/2012      07/01/2007     06/01/2017         5          No         None       NAP
   212       11/01/2011      12/01/2006     11/01/2016         5          No         None       NAP
   213       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   214       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   215       07/01/2007         NAP         06/01/2017         5          No       In Place     Hard
   216       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   217       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   218          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   219       07/01/2012      07/01/2007     06/01/2022         5          No         None       NAP

   220       07/01/2012      07/01/2007     06/01/2017         5         Yes       In Place     Hard
   221       07/01/2012      07/01/2007     06/01/2017         5         Yes       In Place     Hard
   222       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   223          NAP          06/01/2007     05/01/2017         0         Yes      Springing     Hard
   224       05/01/2010      05/01/2007     04/01/2017         0          No         None       NAP
   225       05/01/2007         NAP         04/01/2017         5          No      Springing     Hard
   226       03/01/2010      03/01/2007     02/01/2017         5          No      Springing     Hard
   227       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   228       06/01/2011      06/01/2007     05/01/2017         0          No         None       NAP
   229       04/01/2012      04/01/2007     03/01/2017         5          No         None       NAP
   230       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   231       08/01/2007         NAP         07/01/2017         0          No         None       NAP
   232       07/01/2010      07/01/2007     06/01/2017         5          No         None       NAP
   233       06/01/2009      06/01/2007     05/01/2017         0          No         None       NAP
   234       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   235          NAP          08/01/2007     07/01/2017         5          No         None       NAP
   236       04/01/2007         NAP         03/01/2017         5          No         None       NAP
   237       07/01/2007         NAP         06/01/2017         5          No      Springing     Hard
   238       05/01/2012      05/01/2007     04/01/2017         5         Yes       In Place     Hard
   239       06/01/2007         NAP         05/01/2017         5          No         None       NAP
   240       05/01/2007         NAP         04/01/2017         5          No         None       NAP
   241       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   242       08/01/2007         NAP         07/01/2017         5          No         None       NAP
   243       06/01/2009      06/01/2007     05/01/2017         0          No         None       NAP
   244       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   245       02/01/2008      08/01/2007     07/01/2017         0          No         None       NAP
   246          NAP          04/01/2007     03/01/2017         5          No         None       NAP
   247       06/01/2010      06/01/2007     05/01/2017         0          No         None       NAP
   248          NAP          07/01/2007     06/01/2017         0         Yes      Springing     Hard
   249       04/01/2007         NAP         03/01/2014         5          No         None       NAP
   250       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   251       08/01/2007         NAP         07/01/2017         0          No         None       NAP
   252       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   253       05/01/2007         NAP         04/01/2017         5          No         None       NAP
   254       08/01/2010      08/01/2007     07/01/2017         0          No         None       NAP
   255       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   256       06/01/2012      06/01/2007     05/01/2017         5          No         None       NAP
   257       05/01/2010      05/01/2007     04/01/2017        15          No         None       NAP
   258       07/01/2007         NAP         06/01/2017         5          No         None       NAP
   259       02/01/2007         NAP         01/01/2017         5          No       In Place     Hard
   260       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   261       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   262       05/01/2007         NAP         04/01/2017         5          No      Springing     Hard
   263       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   264          NAP          07/01/2007     06/01/2017         0          No         None       NAP
   265       07/01/2007         NAP         06/01/2017         0          No         None       NAP
   266       05/01/2007         NAP         04/01/2017         5          No         None       NAP
   267       06/01/2007         NAP         05/01/2017         0          No         None       NAP
   268       07/01/2007         NAP         06/01/2017         0          No         None       NAP


------------------------------------------------------------------------------------------------------------------
MORTGAGE   ORIGINAL TERM   REMAINING TERM      ORIGINAL       REMAINING    MORTGAGE         MONTHLY        MONTHLY
LOAN NO.    TO MATURITY     TO MATURITY     AMORT. TERM(8)   AMORT. TERM     RATE     PAYMENT (P&I)   PAYMENT (IO)
------------------------------------------------------------------------------------------------------------------

    1           180             176               300            300        6.044%       $1,423,386     $1,123,456
    2           120              78               300            258        5.625%         $671,301            NAP

    3           120             117               IO              IO        5.480%              NAP       $134,717
    4           120             117               IO              IO        5.480%              NAP       $103,755
    5           120             117               IO              IO        5.480%              NAP        $92,612
    6           120             117               IO              IO        5.480%              NAP        $45,667
    7           120             118               IO              IO        5.500%              NAP       $329,936
    8           120             118               IO              IO        5.500%              NAP       $320,642
    9           60               56               IO              IO        5.482%              NAP       $289,632
   10           120             119               IO              IO        5.345%              NAP       $248,382

   11           60               56               IO              IO        5.391%              NAP       $128,306
   12           60               56               IO              IO        5.391%              NAP       $106,697
   13           120             118               IO              IO        5.251%              NAP       $199,647
   14           120             118               IO              IO        5.670%              NAP       $197,733
   15           120             119               IO              IO        5.440%              NAP       $183,852
   16           120             119               IO              IO        5.534%              NAP       $172,534

   17           60               57               IO              IO        5.714%              NAP       $125,512
   18           60               57               IO              IO        5.714%              NAP        $50,687
   19           60               56               IO              IO        5.351%              NAP       $161,868
   20           120             118               IO              IO        5.251%              NAP       $155,281
   21           72               68               IO              IO        5.730%              NAP       $169,446
   22           120             119               IO              IO        5.870%              NAP       $166,147
   23           120             119               360            360        5.965%         $191,137       $161,276
   24           120             118               IO              IO        5.476%              NAP       $140,999
   25           120             118               IO              IO        5.282%              NAP       $133,884
   26           120             120               420            420        5.730%         $157,370       $137,978
   27           120             120               IO              IO        5.630%              NAP       $134,618
   28           120             120               360            360        6.351%         $174,244       $150,248
   29           120             119               IO              IO        5.426%              NAP       $121,488
   30           60               56               IO              IO        5.417%              NAP       $118,271
   31           120             120               IO              IO        5.640%              NAP       $122,200
   32           60               59               IO              IO        5.710%              NAP       $125,435
   33           120             118               360            360        5.813%         $149,833       $125,242
   34           120             118               360            358        5.310%         $138,981            NAP
   35           120             120               IO              IO        5.630%              NAP       $117,969
   36           120             120               IO              IO        5.630%              NAP       $117,732
   37           120             119               IO              IO        5.750%              NAP       $116,597
   38           120             120               IO              IO        5.630%              NAP       $107,980

   39           60               56               IO              IO        5.482%              NAP        $61,810
   40           60               56               IO              IO        5.482%              NAP        $39,059
   41           84               83               IO              IO        5.660%              NAP       $105,208
   42           120             119               372            372        5.820%         $118,755       $100,499
   43           120             120               360            360        5.670%         $115,700        $95,813
   44           120             120               IO              IO        5.630%              NAP        $91,093
   45           120             119               IO              IO        5.329%              NAP        $83,044
   46           120              66               300            246        6.000%         $125,639            NAP
   47           120             119               IO              IO        5.400%              NAP        $77,563
   48           120             118               360            360        5.540%          $96,951        $79,573

   49           120             119               360            359        5.700%          $25,247            NAP
   50           120             119               360            359        5.700%          $18,863            NAP
   51           120             119               360            359        5.700%          $18,863            NAP
   52           120             119               360            359        5.700%          $18,283            NAP
   53           120             119               360            359        5.700%          $17,412            NAP
   54           120             120               284            284        6.160%         $111,455        $86,605
   55           120             120               IO              IO        5.630%              NAP        $76,704
   56           120             118               300            298        5.726%         $101,053            NAP
   57           120             119               IO              IO        5.620%              NAP        $74,550
   58           120             118               360            360        5.580%          $88,787        $73,076

   59           120             118               IO              IO        5.678%              NAP        $13,461
   60           120             118               IO              IO        5.678%              NAP        $11,239
   61           120             118               IO              IO        5.678%              NAP        $10,342
   62           120             118               IO              IO        5.678%              NAP         $8,547
   63           120             118               IO              IO        5.678%              NAP         $8,120
   64           120             118               IO              IO        5.678%              NAP         $7,991
   65           120             118               IO              IO        5.678%              NAP         $7,179
   66           120             118               IO              IO        5.678%              NAP         $5,855

   67           120             116               300            296        6.138%          $37,942            NAP
   68           120             116               300            296        6.138%          $33,046            NAP
   69           120             116               300            296        6.138%          $26,926            NAP
   70           120             119               360            360        6.330%          $92,208        $79,422
   71           120             120               360            360        6.200%          $89,175        $76,271
   72           120             120               IO              IO        5.630%              NAP        $69,212
   73           120             118               IO              IO        5.594%              NAP        $68,533
   74           84               79               IO              IO        5.333%              NAP        $35,633
   75           84               81               IO              IO        5.295%              NAP        $28,394
   76           120             118               IO              IO        5.476%              NAP        $64,774

   77           120             118               IO              IO        5.678%              NAP        $11,410
   78           120             118               IO              IO        5.678%              NAP        $10,983
   79           120             118               IO              IO        5.678%              NAP         $9,273
   80           120             118               IO              IO        5.678%              NAP         $9,145
   81           120             118               IO              IO        5.678%              NAP         $8,675
   82           120             118               IO              IO        5.678%              NAP         $8,547
   83           120             118               IO              IO        5.678%              NAP         $8,419
   84           120             119               IO              IO        5.500%              NAP        $62,734
   85           120             117               360            357        6.750%          $86,264            NAP

   86           120             118               IO              IO        5.678%              NAP        $12,265
   87           120             118               IO              IO        5.678%              NAP        $10,256
   88           120             118               IO              IO        5.678%              NAP         $9,188
   89           120             118               IO              IO        5.678%              NAP         $8,761
   90           120             118               IO              IO        5.678%              NAP         $8,120
   91           120             118               IO              IO        5.678%              NAP         $7,778
   92           120             118               IO              IO        5.678%              NAP         $7,137
   93           120             117               360            360        5.560%          $72,874        $59,895
   94           120             119               360            360        5.590%          $71,681        $59,038
   95           120             120               IO              IO        5.630%              NAP        $59,223
   96           120             118               360            358        5.940%          $72,675            NAP
   97           120             117               360            360        5.690%          $69,572        $57,690
   98           120             119               360            359        5.690%          $69,572            NAP
   99           120              44               300            224        7.630%          $97,171            NAP
   100          120             119               360            360        5.705%          $65,331        $54,227
   101          60               59               IO              IO        5.405%              NAP        $50,492
   102          120             119               IO              IO        5.500%              NAP        $52,046
   103          60               56               IO              IO        5.482%              NAP        $51,165
   104          120             119               360            360        5.705%          $63,879        $53,022
   105          60               56               IO              IO        5.482%              NAP        $48,196
   106          120             116               360            360        5.409%          $56,209        $45,701
   107          120             118               IO              IO        5.670%              NAP        $47,906
   108          120             118               IO              IO        5.730%              NAP        $48,413
   109          120             118               360            358        5.660%          $57,787            NAP
   110          120             119               360            360        6.380%          $57,925        $50,024
   111          120             120               IO              IO        5.728%              NAP        $43,557
   112          60               57               IO              IO        5.440%              NAP        $41,367
   113          60               59               IO              IO        5.381%              NAP        $40,133
   114          84               81               IO              IO        5.050%              NAP        $36,823
   115          130             129               IO              IO        6.650%              NAP        $47,758
   116          120             117               300            300        5.990%          $53,426        $42,006
   117          120             116               360            356        5.940%          $49,354            NAP
   118          120             118               240            238        5.990%          $59,058            NAP
   119          120             119               360            359        5.830%          $48,271            NAP
   120          120             120               IO              IO        5.630%              NAP        $38,887
   121          120             116               360            360        5.400%          $44,922        $36,500
   122          120             118               IO              IO        5.500%              NAP        $37,176
   123          120             118               360            360        5.818%          $47,032        $39,325
   124          120             117               IO              IO        5.680%              NAP        $38,393
   125          120             118               360            358        5.992%          $47,923            NAP

   126          120             118               132            130        5.850%          $10,304            NAP
   127          120             118               132            130        5.850%           $9,870            NAP
   128          120             118               132            130        5.850%           $9,816            NAP
   129          120             118               132            130        5.850%           $9,599            NAP
   130          120             118               132            130        5.850%           $9,003            NAP
   131          120             118               132            130        5.850%           $7,593            NAP
   132          120             118               132            130        5.850%           $7,484            NAP
   133          120             118               132            130        5.850%           $6,508            NAP
   134          120             118               132            130        5.850%           $6,183            NAP
   135          120             118               132            130        5.850%           $5,966            NAP
   136          120             119               IO              IO        5.500%              NAP        $33,458
   137          120             119               IO              IO        5.783%              NAP        $17,663
   138          120             118               IO              IO        5.599%              NAP        $15,990
   139          120             119               360            359        5.690%          $40,004            NAP
   140          120             119               IO              IO        5.500%              NAP        $31,832
   141          120             117               360            357        5.790%          $39,856            NAP
   142          120             119               300            299        6.170%          $44,194            NAP
   143          120             118               360            358        5.910%          $40,080            NAP
   144          113             110               IO              IO        6.001%              NAP        $16,940
   145          113             110               IO              IO        6.001%              NAP        $16,149
   146          120             117               IO              IO        5.680%              NAP        $31,194
   147          60               58               IO              IO        6.120%              NAP        $33,610
   148          120             119               360            359        5.760%          $37,974            NAP
   149          120             118               300            298        5.520%          $39,163            NAP
   150          120             118               IO              IO        5.550%              NAP        $29,308
   151          120             118               IO              IO        5.730%              NAP        $30,016
   152          120             120               360            360        5.893%          $36,154            NAP
   153          120             118               360            360        5.804%          $35,807        $29,913
   154          120             119               360            360        5.700%          $35,114        $29,137
   155          120             118               360            360        5.540%          $34,218        $28,085

   156          120             118               IO              IO        5.649%              NAP         $9,775
   157          120             118               IO              IO        5.649%              NAP         $9,307
   158          120             118               IO              IO        5.649%              NAP         $9,154
   159          120             118               300            298        6.020%          $38,086            NAP
   160          120             119               360            360        5.470%          $32,823        $26,806
   161          120             119               360            360        5.820%          $32,930        $27,537
   162          120             118               IO              IO        5.580%              NAP        $25,930
   163          60               57               360            357        6.200%          $32,767            NAP
   164          60               57               IO              IO        5.702%              NAP        $13,856
   165          60               57               IO              IO        5.702%              NAP        $11,823
   166          120             119               IO              IO        5.700%              NAP        $24,080
   167          120             119               240            239        6.160%          $36,285            NAP
   168          120             119               360            359        6.655%          $31,858            NAP
   169          120             120               360            360        5.710%          $28,471        $23,640
   170          120             117               IO              IO        5.500%              NAP        $22,306
   171          120             119               360            360        5.910%          $28,056        $23,594
   172          120             117               360            360        5.520%          $26,745        $21,920
   173          120             119               IO              IO        5.724%              NAP        $22,247
   174          120             120               360            360        5.500%          $26,118            NAP
   175          84               83               360            359        5.670%          $26,611            NAP
   176          60               57               IO              IO        5.615%              NAP        $12,596
   177          60               57               IO              IO        5.608%              NAP         $8,884
   178          120             120               IO              IO        5.452%              NAP        $20,775
   179          120             119               360            359        5.760%          $26,289            NAP
   180          120             112               360            352        6.000%          $26,980            NAP
   181          120             118               360            358        5.640%          $25,025            NAP
   182          120             119               360            360        5.708%          $24,689        $20,497
   183          120             118               IO              IO        5.500%              NAP        $19,750
   184          120             118               360            358        5.600%          $24,398            NAP
   185          120             118               180            178        5.800%          $35,406            NAP
   186          84               83               IO              IO        5.316%              NAP        $18,340
   187          120             119               360            359        5.860%          $24,273            NAP
   188          120             117               IO              IO        5.758%              NAP        $19,630
   189          120             119               IO              IO        5.380%              NAP        $18,182
   190          120             117               360            360        5.600%          $22,963        $18,926
   191          120             120               360            360        5.670%          $23,140        $19,163
   192          120             118               360            358        5.830%          $23,547            NAP
   193          60               56               360            356        6.020%          $24,033            NAP
   194          120             117               300            297        5.440%          $24,420            NAP
   195          120             118               IO              IO        5.520%              NAP        $18,219
   196          120             118               360            358        5.650%          $22,512            NAP
   197          120             119               360            360        5.710%          $22,225        $18,453
   198          120             117               360            357        5.800%          $22,297            NAP
   199          120             118               360            360        6.050%          $22,302        $18,913
   200          120             120               360            360        5.780%          $21,663        $18,069
   201          120             119               360            359        5.760%          $21,616            NAP
   202          120             119               360            360        5.640%          $20,758        $17,155
   203          120             117               IO              IO        5.890%              NAP        $17,667
   204          120             118               IO              IO        5.313%              NAP        $15,711
   205          120             119               360            359        5.680%          $20,270            NAP
   206          120             119               360            359        5.600%          $20,093            NAP
   207          120             120               300            300        6.680%          $22,654            NAP
   208          120             118               IO              IO        5.450%              NAP        $14,505
   209          120             119               360            360        5.720%          $18,032        $14,982
   210          120             119               IO              IO        5.780%              NAP        $14,651
   211          120             119               360            360        5.664%          $17,344        $14,357
   212          120             112               360            360        6.220%          $18,413        $15,766
   213          120             119               360            359        5.810%          $17,622            NAP
   214          120             119               360            359        5.790%          $17,583            NAP
   215          120             119               360            359        5.680%          $17,374            NAP
   216          120             118               360            358        5.760%          $17,526            NAP
   217          120             118               360            358        5.551%          $17,130            NAP
   218          120             118               IO              IO        5.510%              NAP        $13,757
   219          180             179               360            360        6.184%          $17,732        $15,152

   220          120             119               360            360        5.709%          $10,457         $8,682
   221          120             119               360            360        5.709%           $6,391         $5,306
   222          120             118               360            358        6.000%          $17,312            NAP
   223          120             118               IO              IO        5.570%              NAP        $13,196
   224          120             117               360            360        5.860%          $16,359        $13,715
   225          120             117               360            357        5.630%          $15,839            NAP
   226          120             115               360            360        6.010%          $16,205        $13,710
   227          120             118               360            358        5.612%          $15,521            NAP
   228          120             118               360            360        5.750%          $15,465        $12,874
   229          120             116               360            360        5.740%          $15,156        $12,609
   230          120             119               360            359        5.910%          $15,438            NAP
   231          120             120               360            360        5.890%          $14,812            NAP
   232          120             119               360            360        5.840%          $14,733        $12,336
   233          120             118               360            360        5.840%          $14,733        $12,336
   234          120             118               360            358        6.100%          $15,150            NAP
   235          120             120               IO              IO        5.452%              NAP        $11,470
   236          120             116               300            296        5.780%          $15,458            NAP
   237          120             119               360            359        5.840%          $14,350            NAP
   238          120             117               360            360        5.812%          $14,100        $11,785
   239          120             118               360            358        5.740%          $13,991            NAP
   240          120             117               360            357        5.950%          $14,312            NAP
   241          120             119               360            359        5.930%          $13,984            NAP
   242          120             120               360            360        5.980%          $13,760            NAP
   243          120             118               360            360        5.960%          $13,642        $11,507
   244          120             118               360            358        5.950%          $13,149            NAP
   245          120             120               360            360        6.150%          $13,403        $11,432
   246          120             116               IO              IO        5.510%              NAP        $10,242
   247          120             118               360            360        5.890%          $13,035        $10,948
   248          120             119               IO              IO        5.763%              NAP        $10,591
   249          84               80               300            296        5.630%          $13,495            NAP
   250          120             119               300            299        5.970%          $13,813            NAP
   251          120             120               360            360        5.900%          $11,863            NAP
   252          120             119               360            359        5.510%          $11,368            NAP
   253          120             117               360            357        5.840%          $11,786            NAP
   254          120             120               264            264        6.250%          $12,912         $9,769
   255          120             119               360            359        5.870%          $10,051            NAP
   256          120             118               360            360        5.590%           $9,462         $7,793
   257          120             117               360            360        5.670%           $9,545         $7,905
   258          120             119               180            179        5.550%          $13,116            NAP
   259          120             114               240            234        5.870%          $10,989            NAP
   260          120             119               360            359        5.740%           $8,744            NAP
   261          120             119               360            359        5.670%           $8,678            NAP
   262          120             117               360            357        5.750%           $8,754            NAP
   263          120             119               360            359        5.910%           $8,610            NAP
   264          120             119               IO              IO        5.950%              NAP         $6,787
   265          120             119               360            359        6.130%           $7,447            NAP
   266          120             117               360            357        5.780%           $5,855            NAP
   267          120             118               360            358        6.250%           $4,957            NAP
   268          120             119               360            359        6.500%           $4,172            NAP

                116             112               335            329        5.683%


------------------------------------------------------------------------------------------------------------------------------------
MORTGAGE   THIRD MOST RECENT   THIRD MOST RECENT   SECOND MOST RECENT       SECOND MOST RECENT   MOST RECENT         MOST RECENT NOI
LOAN NO.                 NOI            NOI DATE                  NOI                 NOI DATE           NOI                    DATE
------------------------------------------------------------------------------------------------------------------------------------

    1            $19,305,386          12/31/2004          $18,965,418               12/31/2005   $16,212,929              12/31/2006
    2             $8,806,907          12/31/2004          $11,049,988               12/31/2005   $11,438,408              12/31/2006

    3                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
    4                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
    5                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
    6                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
    7             $5,647,036          12/31/2005           $5,717,924               12/31/2006    $5,636,450         T-12 03/31/2007
    8             $5,148,651          12/31/2005           $5,303,839               12/31/2006    $5,197,200         T-12 03/31/2007
    9                    NAP                 NAP                  NAP                      NAP    $5,045,757              12/31/2006
   10             $7,830,076          12/31/2005           $8,909,955               12/31/2006    $9,051,070              04/30/2007

   11             $3,298,987          12/31/2003           $2,866,863               12/31/2004    $3,039,922              12/31/2006
   12             $2,568,661          12/31/2003           $2,589,450               12/31/2004    $1,794,742              12/31/2006
   13             $5,975,943          12/31/2004           $7,189,734               12/31/2005    $7,558,244              12/31/2006
   14             $4,601,345          12/31/2004           $3,971,915               12/31/2005    $4,279,115              12/31/2006
   15             $3,332,295          12/31/2005           $3,654,114               12/31/2006    $3,667,920         T-12 03/31/2007
   16             $2,790,823          12/31/2004           $2,865,801               12/31/2005    $2,866,204              12/31/2006

   17             $1,884,240          12/31/2004           $2,463,566               12/31/2005    $3,032,339              12/31/2006
   18               $634,728          12/31/2004           $1,098,746               12/31/2005    $1,236,743              12/31/2006
   19             $3,705,657          12/31/2003           $4,361,087               12/31/2004    $3,662,401              12/31/2006
   20             $4,588,195          12/31/2004           $4,768,810               12/31/2005    $4,644,181              12/31/2006
   21             $3,415,562          12/31/2004           $3,699,149               12/31/2005    $4,357,052              12/31/2006
   22             $2,408,982          12/31/2004           $2,473,874               12/31/2005    $2,332,539              12/31/2006
   23             $2,727,894          12/31/2005           $2,823,829               12/31/2006    $2,972,564         T-12 04/30/2007
   24             $3,151,402          12/31/2004           $3,170,158               12/31/2005    $3,294,374              12/31/2006
   25             $3,117,744          12/31/2004           $3,054,023               12/31/2005    $3,185,564              12/31/2006
   26                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   27               $684,672          12/31/2004           $1,099,797               12/31/2005      $921,994              12/31/2006
   28                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   29             $3,708,528          12/31/2005           $3,886,338               12/31/2006    $3,618,877         T-12 03/31/2007
   30             $2,971,165          12/31/2003           $2,524,957               12/31/2004    $2,499,047              12/31/2006
   31             $3,416,633          12/31/2004           $3,343,413               12/31/2005    $3,333,817              12/31/2006
   32             $2,004,271          12/31/2005           $1,961,222               12/31/2006    $1,999,363         T-12 04/30/2007
   33             $2,412,874          12/31/2004           $2,574,526               12/31/2005    $2,278,615              12/31/2006
   34             $3,215,368          12/31/2004           $3,680,755               12/31/2005    $3,585,940              12/31/2006
   35             $2,119,720          12/31/2004           $2,180,195               12/31/2005    $2,126,983              12/31/2006
   36             $1,581,843          12/31/2004           $1,700,937               12/31/2005    $2,066,672              12/31/2006
   37             $2,559,593          12/31/2004           $2,331,624               12/31/2005    $2,526,748              12/31/2006
   38             $1,618,846          12/31/2004           $1,641,539               12/31/2005    $1,332,101              12/31/2006

   39             $1,754,378          12/31/2003           $1,816,745               12/31/2004    $1,843,130              12/31/2006
   40                    NAP                 NAP                  NAP                      NAP      $598,739              12/31/2006
   41               $231,408          12/31/2004           $1,149,809               12/31/2005    $1,829,279              12/31/2006
   42             $1,509,340          12/31/2003           $1,618,208               12/31/2004    $1,585,500              12/31/2005
   43                    NAP                 NAP           $1,589,682               12/31/2005    $1,748,869              12/31/2006
   44             $1,562,247          12/31/2004           $1,751,997               12/31/2005    $1,812,959              12/31/2006
   45             $1,916,224          12/31/2004           $1,940,798               12/31/2005    $2,197,957              12/31/2006
   46             $3,158,673          12/31/2004           $2,485,720               12/31/2005    $2,110,790              12/31/2006
   47             $1,752,936          12/31/2005           $2,066,718               12/31/2006    $2,041,472         T-12 03/31/2007
   48             $1,923,644          12/31/2004           $1,806,197               12/31/2005    $2,151,717              12/31/2006

   49               $579,039          12/31/2005              $67,275               12/31/2006      $594,043         T-12 03/31/2007
   50               $385,360          12/31/2005             $432,616               12/31/2006      $443,825         T-12 03/31/2007
   51               $385,360          12/31/2005             $432,616               12/31/2006      $443,825         T-12 03/31/2007
   52               $373,503          12/31/2005             $419,304               12/31/2006      $430,169         T-12 03/31/2007
   53               $355,717          12/31/2005             $399,337               12/31/2006      $409,685         T-12 03/31/2007
   54             $2,222,251          12/31/2004           $2,231,110               12/31/2005    $2,155,291              12/31/2006
   55             $1,428,383          12/31/2004           $1,601,135               12/31/2005    $1,365,911              12/31/2006
   56             $1,957,347          12/31/2004           $1,996,494               12/31/2005    $2,036,424              12/31/2006
   57             $1,104,858          12/31/2004           $1,326,528               12/31/2005    $1,446,755              12/31/2006
   58             $1,828,996          12/31/2004           $1,656,990               12/31/2005    $1,843,703              12/31/2006

   59                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   60                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   61                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   62                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   63                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   64                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   65                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   66                    NAP                 NAP                  NAP                      NAP           NAP                     NAP

   67                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   68                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   69                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   70             $1,454,527          12/31/2005           $1,502,678               12/31/2006    $1,653,973         T-12 03/31/2007
   71             $1,362,728          12/31/2005           $1,508,581               12/31/2006    $1,481,217         T-12 03/31/2007
   72             $1,281,478          12/31/2004           $1,112,174               12/31/2005    $1,297,745              12/31/2006
   73             $2,001,738          12/31/2004           $2,122,005               12/31/2005    $2,262,493              12/31/2006
   74                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   75                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   76               $679,147          12/31/2004           $1,500,392               12/31/2005    $1,336,444              12/31/2006

   77                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   78                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   79                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   80                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   81                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   82                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   83                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   84               $974,037          12/31/2004           $1,022,380               12/31/2005    $1,090,374              12/31/2006
   85                    NAP                 NAP                  NAP                      NAP           NAP                     NAP

   86                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   87                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   88                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   89                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   90                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   91                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   92                    NAP                 NAP                  NAP                      NAP           NAP                     NAP
   93               $828,348          12/31/2004             $888,335               12/31/2005    $1,165,456             Ann 11 mos.
                                                                                                                          11/30/2006
   94               $254,868          12/31/2004             $663,991               12/31/2005      $534,093              12/31/2006
   95               $990,777          12/31/2004           $1,193,104               12/31/2005    $1,067,268              12/31/2006
   96             $2,287,836          12/31/2004           $2,424,465               12/31/2005    $1,977,693              12/31/2006
   97             $1,038,572          12/31/2004             $980,819               12/31/2005      $918,987              12/31/2006
   98             $1,885,067          12/31/2005           $2,237,339               12/31/2006    $2,304,911         T-12 03/31/2007
   99             $2,037,665          12/31/2004           $1,761,725               12/31/2005    $1,501,454              12/31/2006
   100            $1,056,797          12/31/2005           $1,152,364               12/31/2006    $1,246,705         T-12 04/30/2007
   101                   NAP                 NAP                  NAP                      NAP      $951,205             Ann 11 mos.
                                                                                                                          11/30/2006
   102              $754,029          12/31/2004             $838,654               12/31/2005      $907,110              12/31/2006
   103                   NAP                 NAP                  NAP                      NAP    $1,056,864              12/31/2006
   104            $1,102,091          12/31/2005           $1,229,726               12/31/2006    $1,248,330         T-12 02/28/2007
   105            $1,096,251          12/31/2003           $1,097,613               12/31/2004    $1,030,647              12/31/2006
   106              $801,965          12/31/2004           $1,067,298               12/31/2005      $859,569              12/31/2006
   107                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   108              $997,311          12/31/2004           $1,030,181               12/31/2005      $987,058              12/31/2006
   109                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   110              $336,142          12/31/2005             $890,247               12/31/2006      $971,788         T-12 03/31/2007
   111              $759,315          12/31/2004             $839,364               12/31/2005      $972,823              12/31/2006
   112              $953,946          12/31/2004             $912,256               12/31/2005      $943,720              12/31/2006
   113                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   114              $790,791          12/31/2004           $1,137,222               12/31/2005    $1,419,655              12/31/2006
   115            $1,035,378          12/31/2004           $1,130,733               12/31/2005    $1,163,225              12/31/2006
   116                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   117                   NAP                 NAP             $724,317   Ann. 10 mos 12/31/2005      $817,639             Ann 11 mos.
                                                                                                                          11/30/2006
   118              $791,321          12/31/2004           $1,016,064               12/31/2005    $1,065,563              12/31/2006
   119              $734,469          12/31/2005           $1,042,231               12/31/2006    $1,077,922         T-12 04/30/2007
   120              $764,459          12/31/2004             $820,132               12/31/2005      $723,660              12/31/2006
   121              $825,508          12/31/2004             $925,303               12/31/2005      $965,808              12/31/2006
   122              $633,904          12/31/2004             $665,310               12/31/2005      $676,459              12/31/2006
   123              $889,076          12/31/2004             $989,146               12/31/2005      $999,941         T-12 02/28/2006
   124              $561,000          12/31/2004             $666,251               12/31/2005      $634,169              12/31/2006
   125            $1,781,647          12/31/2005           $1,108,950               12/31/2006      $870,507         T-12 04/30/2007

   126              $140,967          12/31/2004             $155,104               12/31/2005      $154,930              12/31/2006
   127              $140,967          12/31/2004             $155,104               12/31/2005      $154,930              12/31/2006
   128              $119,367          12/31/2004             $131,344               12/31/2005      $131,170              12/31/2006
   129               $92,067          12/31/2004             $101,314               12/31/2005      $101,140              12/31/2006
   130               $31,727          12/31/2004             $121,981               12/31/2005      $125,850              12/31/2006
   131              $128,367          12/31/2004             $136,660               12/31/2005      $136,486              12/31/2006
   132               $84,756          12/31/2004              $96,399               12/31/2005       $95,227              12/31/2006
   133               $68,605          12/31/2004              $79,374               12/31/2005       $95,457              12/31/2006
   134              $148,767          12/31/2004             $163,684               12/31/2005      $163,510              12/31/2006
   135              $110,367          12/31/2004             $121,444               12/31/2005      $121,270              12/31/2006
   136              $538,814          12/31/2004             $555,235               12/31/2005      $605,912              12/31/2006
   137                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   138                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   139                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   140              $487,561          12/31/2004             $529,313               12/31/2005      $560,921              12/31/2006
   141                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   142              $267,270          12/31/2004             $561,640               12/31/2005      $846,672              12/31/2006
   143                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   144                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   145                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   146              $819,371          12/31/2004             $811,862               12/31/2005      $831,239              12/31/2006
   147              $426,388          12/31/2004             $542,688               12/31/2005      $507,863              12/31/2006
   148              $951,718          12/31/2004             $974,075               12/31/2005      $943,686              12/31/2006
   149                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   150              $923,217          12/31/2005             $848,209               12/31/2006      $807,650         T-12 02/28/2007
   151              $541,740          12/31/2004             $557,093               12/31/2005      $589,543              12/31/2006
   152                   NAP                 NAP             $873,800               12/31/2005      $873,800              12/31/2006
   153                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   154                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   155                   NAP                 NAP                  NAP                      NAP           NAP                     NAP

   156                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   157                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   158                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   159                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   160              $721,906          12/31/2005             $718,292               12/31/2006      $706,758         T-12 03/31/2007
   161                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   162                   NAP                 NAP             $574,437               12/31/2005      $613,903              12/31/2006
   163                   NAP                 NAP             $545,310               12/31/2005      $561,669              12/31/2006
   164                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   165                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   166                   NAP                 NAP             $864,961               12/31/2005      $922,450              12/31/2006
   167              $817,903          12/31/2005             $839,271               12/31/2006      $882,809         T-12 02/28/2007
   168                   NAP                 NAP                  NAP                      NAP      $461,400   Ann 2 mos. 04/30/2007
   169              $390,979          12/31/2004             $417,835               12/31/2005      $373,164              12/31/2006
   170                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   171              $458,859          12/31/2005             $544,565               12/31/2006      $521,398         T-12 04/30/2007
   172                   NAP                 NAP                  NAP                      NAP       $66,481              12/31/2006
   173              $745,546          12/31/2004             $847,858               12/31/2005      $927,979              12/31/2006
   174                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   175              $434,688          12/31/2004             $434,688               12/31/2005      $444,364              12/31/2006
   176                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   177                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   178                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   179              $428,404          12/31/2004             $615,571               12/31/2005      $746,083              12/31/2006
   180                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   181                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   182                   NAP                 NAP                  NAP                      NAP      $507,167             Ann 11 mos.
                                                                                                                          11/30/2006
   183              $312,947          12/31/2004             $313,126               12/31/2005      $349,709              12/31/2006
   184                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   185              $681,635          12/31/2004           $1,317,145               12/31/2005    $1,048,998              12/31/2006
   186                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   187                   NAP                 NAP             $239,640               12/31/2005      $257,197              12/31/2006
   188                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   189                   NAP                 NAP             $167,642               12/31/2004      $248,294              12/31/2005
   190                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   191              $319,733          12/31/2004             $335,294               12/31/2005      $370,164              12/31/2006
   192                   NAP                 NAP             $622,351               12/31/2005      $677,944              12/31/2006
   193              $156,457          12/31/2004             $237,500               12/31/2005      $362,554              12/31/2006
   194              $365,276          12/31/2003             $709,037               12/31/2004      $372,839              12/31/2005
   195                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   196                   NAP                 NAP             $465,380               12/31/2005      $560,924              12/31/2006
   197                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   198                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   199              $348,412          12/31/2004             $469,358               12/31/2005      $579,714              12/31/2006
   200              $278,272          12/31/2006             $292,082          T-12 05/01/2007      $293,553   Ann 6 mos. 05/01/2007
   201                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   202                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   203                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   204                   NAP                 NAP                  NAP                      NAP      $444,859              12/31/2006
   205                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   206                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   207              $188,286          12/31/2004             $378,162               12/31/2005      $390,610              12/31/2006
   208                   NAP                 NAP             $286,310               12/31/2005      $381,051              12/31/2006
   209              $300,024          12/31/2005             $288,957               12/31/2006      $292,595         T-12 02/28/2007
   210              $408,456          12/31/2004             $426,439               12/31/2005      $433,197              12/31/2006
   211              $234,805          12/31/2004             $217,946               12/31/2005      $303,987              12/31/2006
   212                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   213                   NAP                 NAP             $455,080               12/31/2005      $412,014              12/31/2006
   214                   NAP                 NAP             $191,943               12/31/2005      $242,405              12/31/2006
   215                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   216              $464,440          12/31/2004             $448,952               12/31/2005      $469,684              12/31/2006
   217              $594,081          12/31/2004             $608,245               12/31/2005      $593,557              12/31/2006
   218                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   219                   NAP                 NAP                  NAP                      NAP           NAP                     NAP

   220                   NAP                 NAP                  NAP                      NAP      $196,229              12/31/2006
   221                   NAP                 NAP                  NAP                      NAP      $139,125              12/31/2006
   222                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   223                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   224                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   225                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   226                   NAP                 NAP                  NAP                      NAP      $277,431              12/31/2006
   227                   NAP                 NAP                  NAP                      NAP      $242,452              12/31/2006
   228                   NAP                 NAP                  NAP                      NAP      $185,690              12/31/2006
   229              $161,097          12/31/2004             $236,287               12/31/2005      $238,642              12/31/2006
   230              $278,272          12/31/2005             $289,980               12/31/2006      $276,075         T-12 03/31/2007
   231                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   232             -$164,968          12/31/2004             $303,565               12/31/2005      $316,564              12/31/2006
   233                   NAP                 NAP             $271,165               12/31/2004      $289,438              12/31/2005
   234                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   235                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   236                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   237                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   238              $333,434          12/31/2004             $329,010               12/31/2005      $331,124              12/31/2006
   239                   NAP                 NAP                  NAP                      NAP      $333,364              12/31/2006
   240                   NAP                 NAP             $213,611               12/31/2005      $265,393              12/31/2006
   241                   NAP                 NAP             $247,971               12/31/2005      $262,957              12/31/2006
   242                   NAP                 NAP             $145,221          T-10 12/31/2005      $234,410              12/31/2006
   243                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   244                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   245              $335,217          12/31/2004             $369,083               12/31/2005      $251,430              12/31/2006
   246                   NAP                 NAP             $206,561               12/31/2005      $208,921              12/31/2006
   247                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   248                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   249                   NAP                 NAP             $348,070               12/31/2005      $298,978              12/31/2006
   250              $116,032          12/31/2004             $110,798               12/31/2005      $176,986              12/31/2006
   251                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   252                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   253                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   254                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   255                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   256                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   257                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   258                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   259                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   260                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   261              $311,332          12/31/2004             $303,107               12/31/2005      $303,216              12/31/2006
   262                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   263              $172,820          12/31/2004             $180,408               12/31/2005      $186,267              12/31/2006
   264                   NAP                 NAP              $93,599               12/31/2005      $120,060              12/31/2006
   265                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   266                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   267                   NAP                 NAP                  NAP                      NAP           NAP                     NAP
   268                   NAP                 NAP                  NAP                      NAP           NAP                     NAP





APPENDIX II

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS



-------------------------------------------------------------------------------------------------------------------------------
MORTGAGE     CMSA     UNDERWRITABLE   UNDERWRITABLE   UNDERWRITABLE   UNDERWRITABLE   UNDERWRITABLE    NOI           NCF
LOAN NO.   LOAN NO.             EGI        EXPENSES             NOI   CAPITAL ITEMS       CASH FLOW   DSCR (X)(9)   DSCR (X)(9)
-------------------------------------------------------------------------------------------------------------------------------

    1         1         $30,310,589      $8,786,784     $21,523,805        $956,816     $20,566,989    1.60          1.53
    2         2         $18,152,562      $7,337,630     $10,814,932        $497,952     $10,316,980    1.34          1.28
              3
    3                    $3,458,000        $103,740      $3,354,260        $304,469      $3,049,791    2.11          1.88
    4                    $2,660,000         $79,800      $2,580,200        $234,835      $2,345,365    2.11          1.88
    5                    $2,440,075         $73,202      $2,366,873        $273,437      $2,093,436    2.11          1.88
    6                    $1,265,400         $37,962      $1,227,438        $194,977      $1,032,461    2.11          1.88
    7         4          $7,847,779      $1,704,851      $6,142,928        $335,470      $5,807,458    1.55          1.47
    8         5          $8,057,564      $2,057,988      $5,999,576        $428,914      $5,570,662    1.56          1.45
    9         6          $9,211,519      $2,818,632      $6,392,887        $228,666      $6,164,220    1.84          1.77
   10         7         $18,899,977     $10,005,438      $8,894,539        $674,759      $8,219,780    2.98          2.76
              8
   11                    $4,203,757      $1,154,994      $3,048,763        $183,887      $2,864,876    2.02          1.93
   12                    $3,901,423      $1,262,882      $2,638,541         $52,174      $2,586,367    2.02          1.93
   13         9         $12,737,444      $6,688,137      $6,049,307        $848,942      $5,200,365    2.52          2.17
   14         10         $6,154,404      $2,014,410      $4,139,995        $371,271      $3,768,723    1.74          1.59
   15         11         $5,585,088      $2,245,771      $3,339,317         $85,750      $3,253,567    1.51          1.47
   16         12         $4,186,345        $802,997      $3,383,348        $190,809      $3,192,540    1.63          1.54
              13
   17                   $14,428,781     $11,154,074      $3,274,707        $577,151      $2,697,556    2.18          1.84
   18                    $3,150,592      $1,825,084      $1,325,508        $126,024      $1,199,484    2.18          1.84
   19         14         $5,906,983      $1,976,776      $3,930,206         $74,988      $3,855,218    2.02          1.98
   20         15         $7,728,151      $3,592,333      $4,135,817        $121,236      $4,014,582    2.22          2.15
   21         16        $17,281,345     $12,736,495      $4,544,850        $866,394      $3,678,456    2.24          1.81
   22         17         $4,714,600      $1,875,968      $2,838,632        $148,160      $2,690,472    1.42          1.35
   23         18         $3,836,295        $892,273      $2,944,022        $141,516      $2,802,506    1.52          1.45
   24         19         $4,333,973      $1,251,714      $3,082,259        $219,325      $2,862,934    1.82          1.69
   25         20         $5,818,980      $2,901,591      $2,917,389        $171,012      $2,746,377    1.82          1.71
   26         21         $3,470,950      $1,174,294      $2,296,656        $124,319      $2,172,337    1.39          1.31
   27         22         $2,975,637        $394,282      $2,581,355         $48,376      $2,532,980    1.60          1.57
   28         23         $3,503,319        $854,160      $2,649,159        $140,124      $2,509,035    1.47          1.39
   29         24         $7,832,236      $4,174,073      $3,658,163        $313,289      $3,344,874    2.51          2.29
   30         25         $4,134,472      $1,281,666      $2,852,806        $272,293      $2,580,513    2.01          1.82
   31         26         $4,696,612      $1,457,336      $3,239,276        $102,955      $3,136,321    2.21          2.14
   32         27         $3,597,411      $1,615,376      $1,982,035         $92,500      $1,889,535    1.32          1.26
   33         28         $4,140,436      $1,662,336      $2,478,100        $245,325      $2,232,774    1.65          1.49
   34         29         $4,669,022      $1,057,230      $3,611,792        $201,646      $3,410,146    2.17          2.04
   35         30         $3,532,507      $1,216,405      $2,316,102         $93,754      $2,222,347    1.64          1.57
   36         31         $3,179,674        $721,635      $2,458,039        $205,069      $2,252,970    1.74          1.59
   37         32         $4,133,022      $1,711,940      $2,421,083        $204,368      $2,216,714    1.73          1.58
   38         33         $2,847,803        $747,894      $2,099,910         $67,795      $2,032,115    1.62          1.57
              34
   39                    $2,121,791        $668,997      $1,452,794         $55,701      $1,397,093    1.90          1.84
   40                    $1,133,545        $284,427        $849,118         $13,466        $835,652    1.90          1.84
   41         35         $3,279,963      $1,327,185      $1,952,778        $166,927      $1,785,851    1.55          1.41
   42         36         $2,294,449        $583,284      $1,711,165         $24,743      $1,686,422    1.42          1.40
   43         37         $2,482,170        $719,536      $1,762,634        $108,519      $1,654,115    1.53          1.44
   44         38         $2,294,749        $406,532      $1,888,217         $80,143      $1,808,073    1.73          1.65
   45         39         $3,547,269      $1,475,333      $2,071,936         $71,250      $2,000,686    2.08          2.01
   46         40         $3,931,639      $1,962,818      $1,968,822        $277,214      $1,691,607    1.31          1.12
   47         41         $3,516,863      $1,379,334      $2,137,529         $60,000      $2,077,529    2.30          2.23
   48         42         $4,572,200      $2,478,343      $2,093,857        $106,800      $1,987,057    2.19          2.08
              43
   49                      $847,922        $327,546        $520,376         $13,849        $506,527    1.72          1.67
   50                      $633,505        $244,718        $388,787         $10,347        $378,440    1.72          1.67
   51                      $633,505        $244,718        $388,787         $10,347        $378,440    1.72          1.67
   52                      $614,012        $237,188        $376,824         $10,029        $366,795    1.72          1.67
   53                      $584,774        $225,893        $358,880          $9,551        $349,329    1.72          1.67
   54         44         $3,496,222      $1,536,371      $1,959,851        $176,016      $1,783,835    1.89          1.72
   55         45         $1,805,945        $314,025      $1,491,921         $45,116      $1,446,805    1.62          1.57
   56         46         $2,548,295        $634,199      $1,914,096         $77,105      $1,836,991    1.58          1.51
   57         47         $1,900,714        $476,856      $1,423,858        $148,744      $1,275,114    1.59          1.43
   58         48         $4,167,639      $2,287,587      $1,880,052        $106,200      $1,773,852    2.14          2.02
              49
   59                      $299,250          $8,978        $290,273          $4,617        $285,656    1.80          1.75
   60                      $249,850          $7,496        $242,355          $5,476        $236,878    1.80          1.75
   61                      $229,900          $6,897        $223,003          $5,250        $217,753    1.80          1.75
   62                      $190,000          $5,700        $184,300          $5,150        $179,150    1.80          1.75
   63                      $180,500          $5,415        $175,085          $4,275        $170,810    1.80          1.75
   64                      $177,650          $5,330        $172,321          $4,264        $168,057    1.80          1.75
   65                      $159,600          $4,788        $154,812          $5,151        $149,661    1.80          1.75
   66                      $130,150          $3,905        $126,246          $4,104        $122,142    1.80          1.75
              50
   67                    $1,310,994        $661,001        $649,993         $20,940        $629,052    1.61          1.56
   68                      $902,882        $310,570        $592,311         $18,579        $573,733    1.61          1.56
   69                      $941,075        $286,709        $654,366         $19,860        $634,506    1.61          1.56
   70         51         $4,184,962      $2,505,260      $1,679,702        $167,398      $1,512,303    1.76          1.59
   71         52         $2,459,857        $909,557      $1,550,300        $127,623      $1,422,676    1.69          1.55
   72         53         $1,765,966        $397,150      $1,368,816         $69,083      $1,299,733    1.65          1.56
   73         54         $3,147,811        $956,292      $2,191,519              $0      $2,191,519    2.66          2.66
   74         55         $1,280,679        $419,096        $861,582         $56,254        $805,328    1.99          1.85
   75         56           $909,145        $244,486        $664,659         $50,659        $614,000    1.99          1.85
   76         57         $2,053,724        $626,182      $1,427,542         $64,231      $1,363,311    1.84          1.75
              58
   77                      $253,650          $7,610        $246,041          $5,849        $240,192    1.80          1.75
   78                      $244,150          $7,325        $236,826          $4,362        $232,464    1.80          1.75
   79                      $206,150          $6,185        $199,966          $3,828        $196,138    1.80          1.75
   80                      $203,300          $6,099        $197,201          $5,466        $191,735    1.80          1.75
   81                      $192,850          $5,786        $187,065          $4,629        $182,435    1.80          1.75
   82                      $190,000          $5,700        $184,300          $5,466        $178,834    1.80          1.75
   83                      $187,150          $5,615        $181,536          $4,451        $177,085    1.80          1.75
   84         59         $1,630,024        $507,017      $1,123,007         $23,496      $1,099,511    1.49          1.46
   85         60        $13,612,979      $5,885,930      $7,727,049        $124,500      $7,602,549    7.46          7.34
              61
   86                      $272,650          $8,180        $264,471          $4,567        $259,904    1.80          1.75
   87                      $228,000          $6,840        $221,160          $5,972        $215,188    1.80          1.75
   88                      $204,250          $6,128        $198,123          $4,567        $193,556    1.80          1.75
   89                      $194,750          $5,843        $188,908          $4,383        $184,525    1.80          1.75
   90                      $180,500          $5,415        $175,085          $4,216        $170,869    1.80          1.75
   91                      $172,900          $5,187        $167,713          $4,380        $163,333    1.80          1.75
   92                      $158,650          $4,760        $153,891          $4,743        $149,148    1.80          1.75
   93         62         $1,578,686        $527,975      $1,050,711         $43,627      $1,007,084    1.46          1.40
   94         63         $1,512,389        $420,496      $1,091,893         $49,156      $1,042,737    1.54          1.47
   95         64         $1,525,327        $334,148      $1,191,178         $62,835      $1,128,344    1.68          1.59
   96         65         $2,292,027        $744,221      $1,547,806        $201,211      $1,346,594    1.77          1.54
   97         66         $1,492,018        $460,556      $1,031,462         $50,962        $980,501    1.49          1.42
   98         67         $5,098,869      $2,951,562      $2,147,307        $203,955      $1,943,352    2.57          2.33
   99         68         $3,072,081      $1,160,717      $1,911,364        $261,260      $1,650,104    1.64          1.42
   100        69         $3,077,050      $1,812,503      $1,264,547        $123,082      $1,141,465    1.94          1.75
   101        70         $1,878,667        $491,181      $1,387,487        $128,454      $1,259,032    2.29          2.08
   102        71         $1,316,438        $389,306        $927,132         $19,050        $908,082    1.48          1.45
   103        72         $1,810,256        $589,224      $1,221,032         $20,418      $1,200,614    1.99          1.96
   104        73         $2,607,354      $1,401,002      $1,206,352        $104,294      $1,102,058    1.90          1.73
   105        74         $2,002,065        $918,209      $1,083,856         $33,302      $1,050,554    1.87          1.82
   106        75         $2,634,232      $1,543,357      $1,090,875         $66,460      $1,024,415    1.99          1.87
   107        76         $1,096,935        $128,856        $968,079              $0        $968,079    1.68          1.68
   108        77         $1,608,800        $577,836      $1,030,964         $17,900      $1,013,064    1.77          1.74
   109        78         $1,368,259        $386,760        $981,498         $59,855        $921,644    1.42          1.33
   110        79         $2,951,911      $1,959,463        $992,448        $118,076        $874,371    1.65          1.46
   111        80         $1,645,351        $677,654        $967,698         $48,200        $919,498    1.85          1.76
   112        81         $1,241,882        $326,086        $915,796         $61,892        $853,904    1.84          1.72
   113        82         $1,202,643        $297,563        $905,080         $20,864        $884,216    1.88          1.84
   114        83         $2,016,776        $605,395      $1,411,381        $131,053      $1,280,328    3.19          2.90
   115        84         $1,570,702        $507,920      $1,062,781        $101,950        $960,832    1.85          1.68
   116        85           $902,841         $28,085        $874,755         $16,000        $858,755    1.74          1.70
   117        86         $1,011,716        $238,326        $773,390         $42,242        $731,148    1.31          1.23
   118        87         $2,410,836      $1,359,867      $1,050,969         $96,433        $954,535    1.48          1.35
   119        88         $2,810,514      $1,852,973        $957,541        $112,421        $845,120    1.65          1.46
   120        89         $1,092,001        $322,538        $769,463         $36,504        $732,959    1.65          1.57
   121        90         $2,034,824      $1,062,867        $971,957         $35,000        $936,957    2.22          2.14
   122        91           $982,494        $317,479        $665,015         $11,446        $653,569    1.49          1.47
   123        92         $2,601,208      $1,547,819      $1,053,389        $101,907        $951,482    2.23          2.02
   124        93         $1,118,094        $513,918        $604,176         $39,887        $564,289    1.31          1.22
   125        94         $2,091,653      $1,206,927        $884,726         $87,285        $797,441    1.54          1.39
              95
   126                     $169,392         $22,725        $146,667          $6,730        $139,937    1.14          1.08
   127                     $157,517         $21,865        $135,652          $6,020        $129,632    1.14          1.08
   128                     $161,298         $26,587        $134,711          $7,450        $127,261    1.14          1.08
   129                     $142,702         $31,828        $110,874          $6,935        $103,939    1.14          1.08
   130                     $151,014         $22,439        $128,575          $6,396        $122,180    1.14          1.08
   131                     $133,664         $25,866        $107,798          $4,878        $102,920    1.14          1.08
   132                     $116,880         $19,919         $96,961          $5,282         $91,679    1.14          1.08
   133                     $111,750         $21,930         $89,820          $3,648         $86,172    1.14          1.08
   134                     $122,434         $34,712         $87,722          $4,932         $82,789    1.14          1.08
   135                     $110,422         $22,849         $87,573          $5,002         $82,571    1.14          1.08
   136        96           $852,806        $256,548        $596,258         $12,008        $584,250    1.49          1.46
   137        97           $398,871         $11,966        $386,905         $10,068        $376,837    1.85          1.80
   138        98           $370,664         $11,120        $359,544          $9,701        $349,843    1.85          1.80
   139        99           $884,923        $261,709        $623,214         $56,380        $566,834    1.30          1.18
   140       100           $835,614        $277,227        $558,387         $14,621        $543,766    1.46          1.42
   141       101         $1,203,994        $403,481        $800,513         $56,278        $744,235    1.67          1.56
   142       102         $4,691,562      $3,766,966        $924,596        $187,662        $736,934    1.74          1.39
   143       103           $870,026        $253,722        $616,304         $45,335        $570,969    1.28          1.19
   144       104           $365,000         $10,950        $354,050          $2,268        $351,782    1.66          1.62
   145       105           $459,489        $152,860        $306,630         $14,146        $292,484    1.66          1.62
   146       106         $1,155,874        $274,985        $880,889         $79,302        $801,587    2.35          2.14
   147       107           $606,802        $136,039        $470,763         $17,902        $452,861    1.17          1.12
   148       108           $795,239        $162,598        $632,641         $40,580        $592,061    1.39          1.30
   149       109         $1,181,250        $351,167        $830,084         $78,974        $751,110    1.77          1.60
   150       110         $1,450,805        $742,954        $707,851        $151,133        $556,717    2.01          1.58
   151       111           $991,511        $348,659        $642,851         $13,350        $629,501    1.78          1.75
   152       112           $869,250         $27,278        $841,973         $37,856        $804,116    1.94          1.85
   153       113           $834,955         $25,049        $809,906        $103,075        $706,831    2.26          1.97
   154       114           $920,986        $360,070        $560,916         $36,766        $524,150    1.60          1.50
   155       115         $1,038,159        $340,144        $698,015         $52,433        $645,582    2.07          1.92
             116
   156                     $220,248          $9,607        $210,641         $12,004        $198,637    1.78          1.68
   157                     $202,590          $8,578        $194,013         $10,112        $183,901    1.78          1.68
   158                     $203,236          $6,097        $197,139         $10,112        $187,027    1.78          1.68
   159       117         $1,094,850        $318,402        $776,449         $71,040        $705,409    1.70          1.54
   160       118           $927,495        $270,806        $656,689         $44,700        $611,989    2.04          1.90
   161       119           $747,334        $240,223        $507,111         $21,250        $485,861    1.53          1.47
   162       120           $826,109        $191,295        $634,814         $16,469        $618,345    2.04          1.99
   163       121           $705,469        $169,752        $535,718          $1,894        $533,824    1.36          1.36
   164       122           $314,000          $9,420        $304,580          $2,086        $302,494    1.90          1.85
   165       123           $430,101        $149,601        $280,500         $14,388        $266,112    1.90          1.85
   166       124           $968,931        $185,458        $783,473        $120,457        $663,016    2.71          2.29
   167       125         $2,124,383      $1,406,878        $717,505         $84,975        $632,530    1.65          1.45
   168       126           $750,732        $270,732        $480,000          $1,375        $478,625    1.26          1.25
   169       127           $643,963        $203,748        $440,215          $8,201        $432,014    1.55          1.52
   170       128           $611,481        $214,390        $397,090         $33,528        $363,562    1.48          1.36
   171       129           $733,997        $324,788        $409,209          $6,684        $402,525    1.45          1.42
   172       130           $492,238         $93,803        $398,435         $15,111        $383,325    1.51          1.46
   173       131           $865,010        $134,101        $730,909         $27,942        $702,967    2.74          2.63
   174       132           $634,693         $77,259        $557,434         $21,645        $535,789    1.78          1.71
   175       133           $506,129        $110,548        $395,581         $25,840        $369,741    1.24          1.16
   176       134           $290,000          $8,700        $281,300          $2,086        $279,214    1.99          1.91
   177       135           $239,994          $7,200        $232,794         $20,581        $212,213    1.99          1.91
   178       136           $582,798         $17,484        $565,314          $8,397        $556,917    2.27          2.23
   179       137           $938,022        $259,767        $678,255         $41,207        $637,048    2.15          2.02
   180       138           $612,441        $143,744        $468,698         $17,105        $451,592    1.45          1.39
   181       139           $375,310         $39,817        $335,493          $1,935        $333,558    1.12          1.11
   182       140         $1,081,966        $359,071        $722,895         $37,539        $685,357    2.94          2.79
   183       141           $558,558        $184,262        $374,296          $8,892        $365,404    1.58          1.54
   184       142           $672,323        $257,143        $415,180          $7,500        $407,680    1.42          1.39
   185       143         $2,714,133      $1,883,928        $830,205        $104,275        $725,930    1.95          1.71
   186       144           $465,879         $13,976        $451,903         $14,844        $437,059    2.05          1.99
   187       145           $548,253        $146,291        $401,962         $43,441        $358,521    1.38          1.23
   188       146           $473,600         $14,208        $459,392         $24,051        $435,341    1.95          1.85
   189       147         $4,217,734      $1,287,356      $2,930,378         $21,806      $2,908,572   13.43         13.33
   190       148           $485,610        $133,730        $351,880         $23,449        $328,431    1.55          1.45
   191       149           $559,448        $197,840        $361,608         $24,024        $337,584    1.57          1.47
   192       150         $1,454,329        $599,005        $855,325         $72,725        $782,599    3.03          2.77
   193       151           $889,061        $439,712        $449,349         $10,650        $438,699    1.56          1.52
   194       152         $1,969,339        $834,674      $1,134,666        $123,025      $1,011,641    3.87          3.45
   195       153           $451,097         $13,533        $437,565         $24,152        $413,413    2.00          1.89
   196       154           $703,281        $264,098        $439,183         $50,601        $388,582    1.63          1.44
   197       155           $672,626        $286,657        $385,969         $36,637        $349,333    1.74          1.58
   198       156           $541,068        $116,099        $424,969         $24,288        $400,681    1.59          1.50
   199       157           $896,314        $346,045        $550,269         $68,716        $481,554    2.42          2.12
   200       158           $554,187        $231,935        $322,251          $5,906        $316,346    1.49          1.46
   201       159           $412,470         $84,529        $327,941         $13,171        $314,770    1.26          1.21
   202       160           $362,331         $85,378        $276,953          $4,940        $272,013    1.35          1.32
   203       161           $431,059        $188,322        $242,737              $0        $242,737    1.14          1.14
   204       162           $456,678         $13,700        $442,978         $15,956        $427,022    2.35          2.26
   205       163           $724,394        $212,339        $512,055         $27,132        $484,923    2.11          1.99
   206       164           $750,646        $176,538        $574,108         $27,300        $546,808    2.38          2.27
   207       165           $569,861        $212,851        $357,010         $12,248        $344,762    1.31          1.27
   208       166           $489,016        $116,535        $372,481         $17,121        $355,360    2.14          2.04
   209       167           $702,056        $380,001        $322,055         $15,300        $306,755    1.79          1.71
   210       168           $688,812        $267,699        $421,113         $19,200        $401,913    2.40          2.29
   211       169           $657,001        $356,286        $300,716         $17,250        $283,466    1.75          1.65
   212       170           $427,197         $83,681        $343,516         $20,238        $323,278    1.82          1.71
   213       171           $442,667        $101,691        $340,976         $13,892        $327,083    1.61          1.55
   214       172           $454,441        $139,695        $314,746         $38,480        $276,267    1.49          1.31
   215       173           $514,226        $175,705        $338,521          $1,449        $337,072    1.62          1.62
   216       174           $904,475        $502,231        $402,244         $31,000        $371,244    1.91          1.77
   217       175           $691,334        $177,273        $514,061         $27,791        $486,270    2.50          2.37
   218       176           $302,150          $9,065        $293,086         $11,960        $281,126    1.78          1.70
   219       177           $481,136        $195,947        $285,189         $10,781        $274,408    1.57          1.51
             178
   220                     $201,684         $15,637        $186,047          $7,366        $178,681    1.86          1.78
   221                     $184,612         $57,740        $126,872          $6,480        $120,392    1.86          1.78
   222       179           $384,876        $137,424        $247,452          $2,332        $245,120    1.19          1.18
   223       180           $376,875        $104,975        $271,900         $10,092        $261,808    1.72          1.65
   224       181           $375,841        $102,086        $273,755         $40,248        $233,507    1.66          1.42
   225       182           $277,654          $8,330        $269,324          $7,188        $262,136    1.42          1.38
   226       183           $460,182        $205,705        $254,476         $29,545        $224,931    1.55          1.37
   227       184           $413,974        $144,833        $269,141          $8,821        $260,320    1.45          1.40
   228       185           $304,636         $78,039        $226,597          $8,358        $218,239    1.47          1.41
   229       186           $421,382        $124,315        $297,067         $26,877        $270,190    1.96          1.79
   230       187           $635,043        $339,265        $295,778         $23,000        $272,778    1.60          1.47
   231       188           $557,304        $136,721        $420,583         $30,737        $389,846    2.37          2.19
   232       189           $437,083        $142,510        $294,573         $24,889        $269,683    1.99          1.82
   233       190           $373,963         $82,109        $291,854         $10,720        $281,134    1.97          1.90
   234       191           $313,999         $71,314        $242,685         $12,574        $230,111    1.33          1.27
   235       192           $340,183         $12,705        $327,478          $7,500        $319,978    2.38          2.32
   236       193           $307,509         $12,300        $295,209         $19,028        $276,181    1.59          1.49
   237       194           $360,905         $96,768        $264,136          $1,365        $262,771    1.53          1.53
   238       195           $651,271        $362,314        $288,958         $20,937        $268,021    2.04          1.90
   239       196           $406,823         $75,759        $331,064         $24,300        $306,764    1.97          1.83
   240       197           $465,625        $248,361        $217,264          $7,350        $209,914    1.27          1.22
   241       198           $350,788         $94,005        $256,783         $15,002        $241,781    1.53          1.44
   242       199           $330,748         $85,029        $245,719         $16,484        $229,236    1.49          1.39
   243       200           $259,484         $52,756        $206,728          $7,696        $199,032    1.50          1.44
   244       201           $352,104        $123,028        $229,076         $17,299        $211,777    1.45          1.34
   245       202           $407,986        $158,055        $249,931         $27,824        $222,107    1.82          1.62
   246       203           $301,692         $85,522        $216,170          $7,256        $208,914    1.76          1.70
   247       204           $299,982         $88,323        $211,659         $16,870        $194,789    1.61          1.48
   248       205           $235,200          $7,056        $228,144          $8,508        $219,636    1.80          1.73
   249       206           $484,549        $182,698        $301,851         $20,411        $281,440    1.86          1.74
   250       207           $323,134        $109,084        $214,050         $14,249        $199,801    1.29          1.21
   251       208           $269,692         $72,441        $197,251          $5,942        $191,309    1.39          1.34
   252       209           $461,546        $127,930        $333,617         $23,182        $310,435    2.45          2.28
   253       210           $319,932        $102,887        $217,045         $16,073        $200,972    1.53          1.42
   254       211           $213,877         $35,204        $178,673          $6,112        $172,561    1.52          1.47
   255       212           $228,102         $70,008        $158,094         $12,153        $145,941    1.31          1.21
   256       213           $222,528          $8,901        $213,627         $11,907        $201,720    2.28          2.16
   257       214           $193,257         $33,420        $159,838          $9,889        $149,948    1.69          1.58
   258       215           $345,105         $80,628        $264,476          $9,379        $255,097    1.68          1.62
   259       216           $183,150          $8,775        $174,376          $8,298        $166,078    1.32          1.26
   260       217           $155,925          $1,559        $154,366              $0        $154,366    1.47          1.47
   261       218           $458,188        $168,840        $289,348         $29,664        $259,684    2.78          2.49
   262       219           $144,793          $7,344        $137,450          $5,846        $131,603    1.31          1.25
   263       220           $294,568        $118,109        $176,459         $19,012        $157,447    1.71          1.52
   264       221           $176,140         $56,394        $119,746          $4,448        $115,298    1.47          1.42
   265       222           $142,982         $30,507        $112,475          $3,856        $108,619    1.26          1.22
   266       223            $88,350          $2,651         $85,700          $2,976         $82,724    1.22          1.18
   267       224            $96,617         $22,405         $74,212          $2,790         $71,422    1.25          1.20
   268       225           $104,910         $31,682         $73,228              $0         $73,228    1.46          1.46

                                                                                                       1.84x         1.73x


--------------------------------------------------------------------------------------------------
MORTGAGE      NCF POST IO        CUT-OFF DATE   BALLOON        BALLOON      APPRAISED    VALUATION
LOAN NO.   PERIOD DSCR (X)(10)        LTV          LTV         BALANCE          VALUE    DATE(11)
--------------------------------------------------------------------------------------------------

    1            1.20               68.1%        61.8%    $199,546,949   $323,000,000   11/27/2006
    2            1.28               61.0%        49.6%     $81,806,878   $165,000,000   05/07/2007

    3            1.88               54.0%        54.0%     $29,500,000    $53,900,000   01/01/2007
    4            1.88               54.0%        54.0%     $22,720,000    $41,500,000   01/01/2007
    5            1.88               54.0%        54.0%     $20,280,000    $38,100,000   01/01/2007
    6            1.88               54.0%        54.0%     $10,000,000    $19,350,000   01/01/2007
    7            1.47               59.4%        59.4%     $71,000,000   $119,600,000   04/02/2007
    8            1.45               61.9%        61.9%     $69,000,000   $111,400,000   04/02/2007
    9            1.77               53.5%        53.5%     $63,400,000   $118,500,000   01/05/2007
   10            2.76               40.7%        40.7%     $55,000,000   $135,000,000   05/01/2007

   11            1.93               54.8%        54.8%     $28,560,000    $49,400,000   01/12/2007
   12            1.93               54.8%        54.8%     $23,750,000    $46,000,000   01/08/2007
   13            2.17               29.8%        29.8%     $45,000,000   $150,900,000   03/14/2007
   14            1.59               65.0%        65.0%     $41,275,000    $63,500,000   03/20/2007
   15            1.47               62.1%        62.1%     $40,000,000    $64,400,000   03/22/2007
   16            1.54               69.6%        69.6%     $36,900,000    $53,000,000   03/10/2007

   17            1.84               57.0%        57.0%     $26,000,000    $46,000,000   11/01/2006
   18            1.84               57.0%        57.0%     $10,500,000    $18,000,000   11/01/2006
   19            1.98               51.1%        51.1%     $36,300,000    $71,000,000   01/08/2007
   20            2.15               49.6%        49.6%     $35,000,000    $70,500,000   03/14/2007
   21            1.81               70.0%        70.0%     $35,000,000    $50,000,000   02/01/2007
   22            1.35               68.6%        68.6%     $33,500,000    $48,800,000   04/23/2007
   23            1.22               70.7%        66.2%     $29,957,394    $45,250,000   04/04/2007
   24            1.69               63.6%        63.6%     $30,475,000    $47,900,000   03/09/2007
   25            1.71               49.8%        49.8%     $30,000,000    $60,300,000   03/14/2007
   26            1.15               76.0%        72.5%     $27,187,126    $37,500,000   04/03/2007
   27            1.57               68.2%        68.2%     $28,300,000    $41,500,000   03/01/2008
   28            1.20               70.4%        64.2%     $25,515,149    $39,750,000   05/07/2007
   29            2.29               52.5%        52.5%     $26,500,000    $50,500,000   03/30/2007
   30            1.82               58.7%        58.7%     $26,200,000    $44,600,000   01/10/2007
   31            2.14               52.0%        52.0%     $26,000,000    $50,000,000   04/23/2007
   32            1.26               77.4%        77.4%     $26,000,000    $33,600,000   04/20/2007
   33            1.24               79.9%        74.7%     $23,828,992    $31,900,000   05/01/2007
   34            2.04               39.0%        32.5%     $20,812,265    $64,000,000   03/22/2007
   35            1.57               73.2%        73.2%     $24,800,000    $33,900,000   05/14/2007
   36            1.59               75.0%        75.0%     $24,750,000    $33,000,000   05/10/2007
   37            1.58               66.5%        66.5%     $24,000,000    $36,100,000   03/07/2007
   38            1.57               64.5%        64.5%     $22,700,000    $35,200,000   10/01/2007

   39            1.84               53.1%        53.1%     $13,530,000    $28,350,000   01/08/2007
   40            1.84               53.1%        53.1%      $8,550,000    $13,250,000   01/08/2007
   41            1.41               63.7%        63.7%     $22,000,000    $34,560,000   02/28/2007
   42            1.18               75.0%        68.2%     $18,578,322    $27,250,000   02/14/2007
   43            1.19               66.9%        62.4%     $18,653,052    $29,900,000   05/02/2007
   44            1.65               71.5%        71.5%     $19,150,000    $26,800,000   05/09/2007
   45            2.01               51.1%        51.1%     $18,700,000    $36,620,000   01/11/2007
   46            1.12               53.0%        44.6%     $14,939,621    $33,525,000   06/06/2007
   47            2.23               46.8%        46.8%     $17,000,000    $36,300,000   03/22/2007
   48            1.71               63.0%        58.6%     $15,826,834    $27,000,000   02/02/2007

   49            1.67               50.7%        42.8%      $3,664,159     $7,450,000   04/10/2007
   50            1.67               50.7%        42.8%      $2,737,592     $7,050,000   04/10/2007
   51            1.67               50.7%        42.8%      $2,737,592     $6,600,000   04/10/2007
   52            1.67               50.7%        42.8%      $2,653,359     $6,330,000   04/10/2007
   53            1.67               50.7%        42.8%      $2,527,008     $6,050,000   04/10/2007
   54            1.33               61.3%        51.9%     $14,077,449    $27,150,000   02/28/2007
   55            1.57               70.4%        70.4%     $16,125,000    $22,900,000   05/09/2007
   56            1.51               66.5%        51.3%     $12,397,812    $24,150,000   03/15/2007
   57            1.43               75.5%        75.5%     $15,700,000    $20,800,000   02/12/2007
   58            1.66               60.8%        56.7%     $14,438,355    $25,475,000   02/02/2007

   59            1.75               64.6%        64.6%      $2,805,977     $4,350,000   03/01/2007
   60            1.75               64.6%        64.6%      $2,342,769     $3,625,000   03/06/2007
   61            1.75               64.6%        64.6%      $2,155,703     $3,325,000   03/01/2007
   62            1.75               64.6%        64.6%      $1,781,573     $2,760,000   03/01/2007
   63            1.75               64.6%        64.6%      $1,692,494     $2,625,000   03/02/2007
   64            1.75               64.6%        64.6%      $1,665,771     $2,580,000   03/08/2007
   65            1.75               64.6%        64.6%      $1,496,520     $2,320,000   03/05/2007
   66            1.75               64.6%        64.6%      $1,220,378     $1,900,000   03/01/2007

   67            1.56               61.9%        48.6%      $4,540,119     $8,300,000   02/20/2007
   68            1.56               61.9%        48.6%      $3,954,297     $7,500,000   02/20/2007
   69            1.56               61.9%        48.6%      $3,222,020     $8,300,000   02/20/2007
   70            1.37               79.0%        74.3%     $13,967,356    $18,800,000   04/12/2007
   71            1.33               80.0%        72.7%     $13,230,706    $18,200,000   03/20/2007
   72            1.56               70.0%        70.0%     $14,550,000    $20,800,000   05/06/2007
   73            2.66               31.5%        31.5%     $14,500,000    $46,100,000   03/06/2007
   74            1.85               59.9%        59.9%      $8,018,000    $13,200,000   08/09/2006
   75            1.85               59.9%        59.9%      $6,435,000    $10,940,000   01/16/2007
   76            1.75               68.3%        68.3%     $14,000,000    $20,500,000   04/01/2007

   77            1.75               64.4%        64.4%      $2,378,400     $3,680,000   03/02/2007
   78            1.75               64.4%        64.4%      $2,289,321     $3,540,000   03/08/2007
   79            1.75               64.4%        64.4%      $1,933,006     $3,000,000   03/08/2007
   80            1.75               64.4%        64.4%      $1,906,283     $3,000,000   03/01/2007
   81            1.75               64.4%        64.4%      $1,808,297     $2,800,000   03/08/2007
   82            1.75               64.4%        64.4%      $1,781,573     $2,750,000   03/06/2007
   83            1.75               64.4%        64.4%      $1,754,849     $2,725,000   03/02/2007
   84            1.46               60.8%        60.8%     $13,500,000    $22,200,000   03/26/2007
   85            7.34               11.1%         9.7%     $11,543,971   $119,600,000   01/12/2007

   86            1.75               64.7%        64.7%      $2,556,557     $3,950,000   03/01/2007
   87            1.75               64.7%        64.7%      $2,137,888     $3,300,000   03/01/2007
   88            1.75               64.7%        64.7%      $1,915,191     $2,975,000   03/08/2007
   89            1.75               64.7%        64.7%      $1,826,112     $2,825,000   03/02/2007
   90            1.75               64.7%        64.7%      $1,692,494     $2,610,000   03/05/2007
   91            1.75               64.7%        64.7%      $1,621,231     $2,500,000   03/02/2007
   92            1.75               64.7%        64.7%      $1,487,613     $2,300,000   03/08/2007
   93            1.15               61.3%        57.1%     $11,871,261    $20,800,000   02/05/2007
   94            1.21               69.8%        61.4%     $10,992,376    $17,900,000   03/31/2007
   95            1.59               68.4%        68.4%     $12,450,000    $18,200,000   05/06/2007
   96            1.54               55.4%        47.1%     $10,352,916    $22,000,000   03/19/2007
   97            1.17               71.9%        67.0%     $11,192,897    $16,700,000   02/28/2007
   98            2.33               36.1%        30.4%     $10,104,984    $33,200,000   04/12/2007
   99            1.42               32.0%        28.8%     $10,429,958    $36,200,000   06/11/2007
   100           1.46               76.5%        68.9%     $10,123,584    $14,700,000   04/12/2007
   101           2.08               57.8%        57.8%     $11,210,000    $19,400,000   01/01/2007
   102           1.45               56.9%        56.9%     $11,200,000    $19,700,000   03/26/2007
   103           1.96               58.9%        58.9%     $11,200,000    $19,000,000   01/10/2007
   104           1.44               73.8%        66.4%      $9,898,616    $14,900,000   02/01/2007
   105           1.82               56.7%        56.7%     $10,550,000    $18,600,000   01/15/2007
   106           1.52               58.5%        52.3%      $8,949,714    $17,100,000   01/04/2007
   107           1.68               65.4%        65.4%     $10,000,000    $15,300,000   05/01/2007
   108           1.74               72.5%        72.5%     $10,000,000    $13,800,000   01/16/2007
   109           1.33               73.9%        62.3%      $8,415,320    $13,500,000   03/22/2007
   110           1.26               80.0%        70.2%      $8,143,626    $11,600,000   04/06/2007
   111           1.76               52.2%        52.2%      $9,000,000    $17,250,000   04/16/2007
   112           1.72               59.3%        59.3%      $9,000,000    $15,170,000   10/05/2006
   113           1.84               59.7%        59.7%      $8,950,000    $15,000,000   01/23/2007
   114           2.90               41.5%        41.5%      $8,750,000    $21,100,000   02/22/2007
   115           1.68               63.7%        63.7%      $8,500,000    $13,350,000   04/05/2007
   116           1.34               70.9%        64.3%      $7,518,018    $11,700,000   12/12/2006
   117           1.23               71.8%        61.2%      $7,033,102    $11,500,000   01/10/2007
   118           1.35               65.2%        43.2%      $5,441,121    $12,600,000   02/16/2007
   119           1.46               79.5%        67.3%      $6,934,074    $10,300,000   04/13/2007
   120           1.57               70.5%        70.5%      $8,175,000    $11,600,000   05/06/2007
   121           1.74               45.5%        42.2%      $7,435,591    $17,600,000   01/16/2007
   122           1.47               56.7%        56.7%      $8,000,000    $14,110,000   03/26/2007
   123           1.69               59.7%        52.8%      $7,073,955    $13,400,000   04/01/2006
   124           1.22               67.2%        67.2%      $8,000,000    $11,900,000   01/09/2007
   125           1.39               69.4%        59.1%      $6,799,169    $11,500,000   11/01/2006

   126           1.08               52.1%         7.2%        $137,329     $1,900,000   01/08/2007
   127           1.08               52.1%         7.2%        $131,546     $1,820,000   01/08/2007
   128           1.08               52.1%         7.2%        $130,824     $1,810,000   01/08/2007
   129           1.08               52.1%         7.2%        $127,932     $1,770,000   01/08/2007
   130           1.08               52.1%         7.2%        $119,982     $1,660,000   01/08/2007
   131           1.08               52.1%         7.2%        $101,190     $1,400,000   01/08/2007
   132           1.08               52.1%         7.2%         $99,744     $1,380,000   01/08/2007
   133           1.08               52.1%         7.2%         $86,734     $1,200,000   01/08/2007
   134           1.08               52.1%         7.2%         $82,397     $1,140,000   01/08/2007
   135           1.08               52.1%         7.2%         $79,506     $1,100,000   01/08/2007
   136           1.46               58.5%        58.5%      $7,200,000    $12,300,000   03/26/2007
   137           1.80               64.8%        64.8%      $3,615,000     $5,600,000   02/10/2007
   138           1.80               64.8%        64.8%      $3,380,000     $5,200,000   02/10/2007
   139           1.18               79.7%        67.2%      $5,810,367     $8,650,000   03/10/2007
   140           1.42               53.5%        53.5%      $6,850,000    $12,800,000   03/26/2007
   141           1.56               64.6%        54.7%      $5,743,476    $10,500,000   01/19/2007
   142           1.39               49.2%        38.5%      $5,274,466    $13,700,000   06/01/2007
   143           1.19               57.6%        48.9%      $5,722,983    $11,700,000   03/30/2007
   144           1.62               64.3%        64.3%      $3,341,000     $5,225,000   01/19/2007
   145           1.62               64.3%        64.3%      $3,185,000     $4,930,000   01/22/2008
   146           2.14               40.4%        40.4%      $6,500,000    $16,100,000   02/03/2007
   147           1.12               73.9%        73.9%      $6,500,000     $8,800,000   03/02/2007
   148           1.30               65.6%        55.4%      $5,485,057     $9,900,000   04/05/2007
   149           1.60               67.5%        51.8%      $4,866,658     $9,400,000   03/22/2007
   150           1.58               46.0%        46.0%      $6,250,000    $13,600,000   03/09/2007
   151           1.75               67.4%        67.4%      $6,200,000     $9,200,000   01/16/2007
   152           1.85               48.3%        40.9%      $5,169,177    $12,640,000   03/09/2007
   153           1.64               64.2%        57.9%      $5,501,176     $9,500,000   03/01/2007
   154           1.24               70.3%        62.0%      $5,333,947     $8,600,000   04/20/2007
   155           1.57               40.3%        35.4%      $5,271,310    $14,900,000   12/12/2006

   156           1.68               64.3%        64.3%      $2,048,000     $3,175,000   12/01/2006
   157           1.68               64.3%        64.3%      $1,950,000     $3,050,000   11/08/2006
   158           1.68               64.3%        64.3%      $1,918,000     $2,970,000   12/05/2006
   159           1.54               66.9%        52.1%      $4,588,719     $8,800,000   03/22/2007
   160           1.55               65.2%        57.1%      $5,086,050     $8,900,000   04/06/2007
   161           1.23               61.2%        55.2%      $5,050,728     $9,145,000   03/12/2007
   162           1.99               57.9%        57.9%      $5,500,000     $9,500,000   02/08/2007
   163           1.36               61.0%        57.4%      $5,024,907     $8,750,000   01/12/2007
   164           1.85               62.2%        62.2%      $2,876,000     $4,475,000   01/19/2007
   165           1.85               62.2%        62.2%      $2,454,000     $4,100,000   12/12/2006
   166           2.29               46.7%        46.7%      $5,000,000    $10,700,000   03/23/2007
   167           1.45               49.4%        32.9%      $3,317,929    $10,100,000   03/25/2007
   168           1.25               79.9%        69.3%      $4,293,936     $6,200,000   02/28/2007
   169           1.26               60.5%        54.5%      $4,410,722     $8,100,000   03/20/2007
   170           1.36               42.1%        42.1%      $4,800,000    $11,400,000   02/22/2007
   171           1.20               70.5%        66.0%      $4,420,191     $6,700,000   04/10/2007
   172           1.19               72.3%        67.3%      $4,373,646     $6,500,000   02/15/2007
   173           2.63               34.6%        34.6%      $4,600,000    $13,300,000   03/14/2007
   174           1.71               52.9%        44.3%      $3,852,096     $8,700,000   04/01/2007
   175           1.16               63.8%        57.5%      $4,136,667     $7,200,000   03/14/2007
   176           1.91               62.1%        62.1%      $2,655,000     $4,150,000   01/18/2007
   177           1.91               62.1%        62.1%      $1,875,000     $3,150,000   01/16/2007
   178           2.23               50.1%        50.1%      $4,510,000     $9,000,000   06/01/2007
   179           2.02               39.8%        33.6%      $3,797,348    $11,300,000   03/09/2007
   180           1.39               60.9%        52.2%      $3,823,584     $7,330,000   08/16/2006
   181           1.11               78.0%        65.8%      $3,650,034     $5,550,000   01/16/2007
   182           2.31               38.6%        36.0%      $3,965,086    $11,000,000   03/29/2007
   183           1.54               54.9%        54.9%      $4,250,000     $7,740,000   03/26/2007
   184           1.39               52.4%        44.1%      $3,569,993     $8,100,000   03/14/2007
   185           1.71               33.2%        15.0%      $1,905,415    $12,700,000   03/07/2007
   186           1.99               59.1%        59.1%      $4,140,000     $7,000,000   01/29/2007
   187           1.23               77.5%        65.6%      $3,478,588     $5,300,000   04/01/2007
   188           1.85               64.6%        64.6%      $4,035,000     $6,250,000   01/31/2007
   189           13.33               6.7%         6.7%      $4,000,000    $59,300,000   02/19/2007
   190           1.19               69.3%        60.9%      $3,518,436     $5,775,000   02/02/2007
   191           1.22               80.0%        72.0%      $3,597,722     $5,000,000   04/21/2007
   192           2.77               31.1%        26.3%      $3,383,363    $12,850,000   02/26/2007
   193           1.52               41.5%        39.1%      $3,749,603     $9,600,000   01/09/2007
   194           3.45               19.9%        15.2%      $3,049,144    $20,000,000   12/15/2006
   195           1.89               64.7%        64.7%      $3,906,500     $6,040,000   03/22/2007
   196           1.44               63.5%        53.5%      $3,280,979     $6,130,000   03/15/2007
   197           1.31               61.7%        57.6%      $3,568,674     $6,200,000   04/09/2007
   198           1.50               63.1%        53.5%      $3,210,547     $6,000,000   02/27/2007
   199           1.80               42.8%        40.1%      $3,468,399     $8,650,000   12/15/2006
   200           1.22               77.1%        69.5%      $3,335,162     $4,800,000   04/16/2007
   201           1.21               71.0%        60.0%      $3,122,263     $5,206,000   06/29/2007
   202           1.09               63.2%        57.9%      $3,297,557     $5,700,000   03/09/2007
   203           1.14               49.3%        49.3%      $3,550,000     $7,200,000   01/23/2007
   204           2.26               53.8%        53.8%      $3,500,000     $6,500,000   01/31/2007
   205           1.99               48.6%        40.9%      $2,946,398     $7,200,000   02/08/2007
   206           2.27               48.6%        40.8%      $2,939,262     $7,200,000   04/11/2007
   207           1.27               63.1%        50.1%      $2,622,314     $5,230,000   01/29/2007
   208           2.04               50.0%        50.0%      $3,150,000     $6,300,000   03/14/2007
   209           1.42               68.9%        62.0%      $2,790,440     $4,500,000   02/20/2007
   210           2.29               42.7%        42.7%      $3,000,000     $7,020,000   04/04/2007
   211           1.36               50.8%        47.4%      $2,797,209     $5,900,000   04/05/2007
   212           1.46               62.5%        58.6%      $2,815,042     $4,800,000   06/30/2006
   213           1.55               44.3%        37.5%      $2,535,347     $6,760,000   04/19/2007
   214           1.31               68.9%        58.2%      $2,533,836     $4,350,000   04/05/2007
   215           1.62               52.6%        44.3%      $2,525,484     $5,700,000   04/03/2007
   216           1.77               69.6%        58.9%      $2,532,219     $4,300,000   02/22/2007
   217           2.37               40.2%        33.8%      $2,516,222     $7,450,000   02/15/2007
   218           1.70               64.9%        64.9%      $2,955,000     $4,550,000   02/08/2007
   219           1.29               67.4%        57.6%      $2,476,965     $4,300,000   03/30/2007

   220           1.48               61.7%        57.6%      $1,679,353     $2,800,000   02/18/2007
   221           1.48               61.7%        57.6%      $1,026,271     $1,900,000   02/18/2007
   222           1.18               73.9%        62.9%      $2,454,650     $3,900,000   03/27/2007
   223           1.65               65.0%        65.0%      $2,804,000     $4,315,000   04/09/2007
   224           1.19               71.9%        64.9%      $2,500,290     $3,850,000   03/22/2007
   225           1.38               63.3%        53.4%      $2,311,571     $4,330,000   01/21/2007
   226           1.16               71.4%        64.6%      $2,443,647     $3,780,000   01/10/2007
   227           1.40               65.7%        55.3%      $2,268,825     $4,100,000   01/23/2007
   228           1.18               79.1%        72.6%      $2,432,335     $3,350,000   03/15/2007
   229           1.49               67.4%        62.9%      $2,428,023     $3,860,000   01/10/2007
   230           1.47               70.4%        59.7%      $2,203,820     $3,690,000   04/01/2007
   231           2.19               42.0%        35.6%      $2,118,327     $5,950,000   04/20/2007
   232           1.53               59.5%        53.7%      $2,255,671     $4,200,000   12/31/2006
   233           1.59               61.3%        54.2%      $2,211,722     $4,080,000   02/07/2007
   234           1.27               72.3%        61.8%      $2,131,431     $3,450,000   02/02/2007
   235           2.32               47.9%        47.9%      $2,490,000     $5,200,000   05/14/2007
   236           1.49               62.5%        48.5%      $1,890,755     $3,900,000   01/05/2007
   237           1.53               54.5%        46.2%      $2,059,693     $4,460,000   02/13/2007
   238           1.58               52.2%        48.7%      $2,242,270     $4,600,000   01/23/2007
   239           1.83               56.4%        47.6%      $2,024,559     $4,250,000   03/03/2007
   240           1.22               74.8%        63.6%      $2,036,732     $3,200,000   02/12/2007
   241           1.44               55.1%        46.8%      $1,993,087     $4,260,000   03/28/2007
   242           1.39               61.8%        52.5%      $1,954,033     $3,720,000   04/17/2007
   243           1.22               76.2%        67.6%      $2,027,194     $3,000,000   02/05/2007
   244           1.34               64.7%        55.1%      $1,871,713     $3,400,000   03/21/2007
   245           1.38               55.7%        48.1%      $1,898,830     $3,950,000   03/01/2007
   246           1.70               57.9%        57.9%      $2,200,000     $3,800,000   01/09/2007
   247           1.25               71.9%        64.9%      $1,987,370     $3,060,000   03/22/2007
   248           1.73               64.9%        64.9%      $2,175,000     $3,350,000   04/05/2007
   249           1.74               45.0%        38.6%      $1,849,793     $4,790,000   01/30/2007
   250           1.21               73.3%        57.0%      $1,668,878     $2,930,000   04/06/2007
   251           1.34               65.6%        55.6%      $1,695,163     $3,050,000   03/31/2007
   252           2.28               29.8%        25.0%      $1,674,962     $6,700,000   03/24/2007
   253           1.42               57.0%        48.3%      $1,691,774     $3,500,000   03/05/2007
   254           1.11               53.6%        44.2%      $1,524,739     $3,450,000   04/20/2007
   255           1.21               72.6%        61.5%      $1,439,258     $2,340,000   02/22/2007
   256           1.78               44.6%        41.5%      $1,537,199     $3,700,000   03/08/2007
   257           1.31               71.7%        64.5%      $1,483,777     $2,300,000   01/06/2007
   258           1.62               42.5%        18.9%        $709,139     $3,750,000   03/21/2007
   259           1.26               60.0%        39.9%      $1,016,896     $2,550,000   10/23/2006
   260           1.47               55.5%        46.9%      $1,265,023     $2,700,000   03/22/2007
   261           2.49               39.4%        33.2%      $1,262,361     $3,800,000   04/13/2007
   262           1.25               58.1%        49.1%      $1,265,429     $2,575,000   02/07/2007
   263           1.52               46.7%        39.6%      $1,229,053     $3,100,000   03/28/2007
   264           1.42               65.2%        65.2%      $1,350,000     $2,070,000   04/11/2007
   265           1.22               79.0%        67.4%      $1,045,014     $1,550,000   04/20/2007
   266           1.18               75.0%        63.5%        $844,377     $1,329,000   01/12/2007
   267           1.20               68.4%        58.7%        $689,285     $1,175,000   03/21/2007
   268           1.46               43.7%        37.7%        $568,942     $1,510,000   04/29/2007

                 1.65x              60.5%        57.1%


---------------------------------------------------------------------------------------------------------
MORTGAGE                                                                             LEASE
LOAN NO.   LARGEST TENANT(12)                                                   EXPIRATION DATE    % NSF
---------------------------------------------------------------------------------------------------------

    1      Reed Elsevier Inc.                                                     12/31/2021      100.0%
    2      Expo Design Center                                                     01/31/2044       15.5%

    3      C&S Wholesale Grocers, Inc.                                            06/30/2022      100.0%
    4      C&S Wholesale Grocers, Inc.                                            06/30/2022      100.0%
    5      C&S Wholesale Grocers, Inc.                                            06/30/2022      100.0%
    6      C&S Wholesale Grocers, Inc.                                            06/30/2022      100.0%
    7      Shoppers Food Warehouse                                                09/30/2015       16.1%
    8      Shoppers Food Warehouse                                                01/31/2021       15.2%
    9      Shaw's Supermarket                                                     02/28/2022       12.4%
   10      NAP                                                                        NAP            NAP

   11      Home Depot (Ground Lease)                                              01/31/2020       30.1%
   12      Home Depot (Ground Lease)                                              01/31/2020       53.2%
   13      McKinsey & Company Inc.                                                07/31/2014       29.4%
   14      Verizon Wireless                                                       06/30/2009       71.1%
   15      NAP                                                                        NAP            NAP
   16      NAP                                                                        NAP            NAP

   17      NAP                                                                        NAP            NAP
   18      NAP                                                                        NAP            NAP
   19      King Kullen Supermarket                                                08/31/2019       21.7%
   20      Pace University                                                        10/31/2021       64.7%
   21      NAP                                                                        NAP            NAP
   22      NAP                                                                        NAP            NAP
   23      La Curacao                                                             08/31/2017       53.7%
   24      Duane Reade                                                            12/31/2008       53.9%
   25      Fila USA Inc.                                                          12/31/2013        9.9%
   26      Interlogix, Inc                                                        12/31/2014       64.2%
   27      Kohl's                                                                 04/15/2024       46.9%
   28      CompHealth (CHG)                                                       05/31/2017       79.9%
   29      NAP                                                                        NAP            NAP
   30      Home Depot                                                             01/31/2016       46.5%
   31      Target                                                                 05/15/2016       39.1%
   32      NAP                                                                        NAP            NAP
   33      Sears                                                                  02/28/2028       34.2%
   34      Steinmart                                                              03/18/2011       19.8%
   35      Kohl's                                                                 01/27/2018       41.5%
   36      Michaels                                                               04/30/2009       13.3%
   37      Northwest Mutual Life Ins                                              12/31/2010       18.0%
   38      Harris Teeter                                                          09/30/2027       49.0%

   39      Home Depot                                                             01/31/2013       76.4%
   40      Best Buy                                                               01/31/2022       78.7%
   41      United States of America (GSA)                                         01/31/2015       42.2%
   42      Lunardi's Foods                                                        03/14/2019       66.3%
   43      WebQuest, Inc.                                                         08/31/2009       13.1%
   44      Safeway                                                                11/30/2016       48.1%
   45      NAP                                                                        NAP            NAP
   46      Chilton Investment Co.                                                 01/31/2011       13.6%
   47      NAP                                                                        NAP            NAP
   48      NAP                                                                        NAP            NAP

   49      NAP                                                                        NAP            NAP
   50      NAP                                                                        NAP            NAP
   51      NAP                                                                        NAP            NAP
   52      NAP                                                                        NAP            NAP
   53      NAP                                                                        NAP            NAP
   54      Liberty Dialysis                                                       10/31/2017       17.4%
   55      Super Fresh                                                            02/28/2021       75.3%
   56      American Multi-Cinema, Inc.                                            12/31/2012      100.0%
   57      The Bowers Group, Inc.                                                 04/30/2015       18.9%
   58      NAP                                                                        NAP            NAP

   59      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   60      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   61      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   62      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   63      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   64      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   65      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   66      Restaurant Concepts II, LLC                                            04/30/2027      100.0%

   67      Grand Bridgeview, Inc.                                                 02/28/2032      100.0%
   68      Grand Joliet, Inc.                                                     02/28/2032      100.0%
   69      Grand Aurora, Inc.                                                     02/28/2032      100.0%
   70      NAP                                                                        NAP            NAP
   71      Gerard Vetter                                                          06/30/2010        3.7%
   72      Amerian Radiology                                                      08/31/2012       24.4%
   73      Embassy Suites                                                         10/31/2011         NAP
   74      Beall's                                                                01/31/2020       40.4%
   75      Gander Mountain Company                                                04/30/2020      100.0%
   76      State Farm Mutual Automobile Insurance Company                         03/31/2008       50.2%

   77      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   78      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   79      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   80      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   81      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   82      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   83      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   84      NAP                                                                        NAP            NAP
   85      NAP                                                                        NAP            NAP

   86      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   87      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   88      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   89      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   90      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   91      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   92      Restaurant Concepts II, LLC                                            04/30/2027      100.0%
   93      Manila Oriental                                                        06/18/2011       54.4%
   94      Redner Markets, Inc                                                    11/30/2024       45.2%
   95      K-Mart                                                                 11/30/2010       62.8%
   96      City of Richmond                                                       09/14/2011       50.6%
   97      Giant Food Stores (Shorday's sublease)                                 06/30/2024       45.3%
   98      NAP                                                                        NAP            NAP
   99      ICF Consulting Group                                                   10/01/2012       36.2%
   100     NAP                                                                        NAP            NAP
   101     Circuit City                                                           11/30/2016       27.8%
   102     NAP                                                                        NAP            NAP
   103     Home Depot                                                             01/31/2017      100.0%
   104     NAP                                                                        NAP            NAP
   105     Bed, Bath & Beyond                                                     01/31/2021       88.0%
   106     Office Unlmtd Int' NJ                                                  12/31/2009       11.1%
   107     Bed, Bath & Beyond                                                     01/31/2023      100.0%
   108     NAP                                                                        NAP            NAP
   109     Conn's Electronics                                                     12/19/2021       37.0%
   110     NAP                                                                        NAP            NAP
   111     NAP                                                                        NAP            NAP
   112     Desert Medical Imaging                                                 06/30/2008       20.6%
   113     Best Buy                                                               01/31/2015       38.5%
   114     Big Lots Stores, Inc.                                                  01/31/2015       20.6%
   115     Hen House Market                                                       01/07/2018       48.4%
   116     Midland Memorial Healthcare System (subleased to Rehab Care Group)     06/30/2013      100.0%
   117     Super Dyeing                                                           12/31/2008       62.7%
   118     NAP                                                                        NAP            NAP
   119     NAP                                                                        NAP            NAP
   120     Food Lion                                                              03/10/2018       47.9%
   121     NAP                                                                        NAP            NAP
   122     NAP                                                                        NAP            NAP
   123     NAP                                                                        NAP            NAP
   124     G&L Foods                                                              11/30/2011       43.0%
   125     NAP                                                                        NAP            NAP

   126     Blockbuster                                                            04/18/2017      100.0%
   127     Blockbuster                                                            04/18/2017       73.5%
   128     Blockbuster                                                            04/18/2017       61.1%
   129     Blockbuster                                                            04/18/2017       46.9%
   130     Blockbuster                                                            04/18/2017      100.0%
   131     Blockbuster                                                            04/18/2017       65.0%
   132     Blockbuster                                                            04/18/2017       58.1%
   133     Blockbuster                                                            04/18/2017       60.0%
   134     Blockbuster                                                            04/18/2017      100.0%
   135     Blockbuster                                                            04/18/2017      100.0%
   136     NAP                                                                        NAP            NAP
   137     Rite Aid of Pennsylvania, Inc.                                         02/21/2027      100.0%
   138     Rite Aid of Pennsylvania, Inc.                                         05/03/2026      100.0%
   139     H Mart                                                                 06/30/2027       74.8%
   140     NAP                                                                        NAP            NAP
   141     Douglas Theatre Co.                                                    12/17/2016      100.0%
   142     NAP                                                                        NAP            NAP
   143     CBRE                                                                   02/28/2016       23.2%
   144     Walgreen Co.                                                           05/31/2061      100.0%
   145     Northern Tool & Equipment Company, Inc.                                11/30/2021      100.0%
   146     Datalok Data Storage Center/West Los Angeles Datalok Part              10/31/2010       43.4%
   147     Bank of America, NA                                                    08/31/2013      100.0%
   148     Iconix Pharmaceuticals, Inc.                                           01/31/2010      100.0%
   149     Garden Ridge                                                           08/31/2020      100.0%
   150     Mortgage Magic Inc.                                                    07/31/2010       12.1%
   151     NAP                                                                        NAP            NAP
   152     Dick's Sporting Goods, Inc.                                            06/13/2017      100.0%
   153     RathGibson, Inc.                                                       12/21/2026      100.0%
   154     Concord Management, Ltd.                                               01/31/2017      100.0%
   155     Apple Computer Inc.                                                    12/31/2014      100.0%

   156     Tractor Supply Company                                                 12/10/2022      100.0%
   157     Tractor Supply Company                                                 10/09/2021      100.0%
   158     Tractor Supply Company                                                 12/15/2021      100.0%
   159     Garden Ridge                                                           10/12/2016      100.0%
   160     University Radiology Group, P.C.                                       02/28/2017       27.5%
   161     NAP                                                                        NAP            NAP
   162     CVS Pharmacy, Inc.                                                     01/31/2013       17.7%
   163     Saehan Bank                                                            04/16/2015      100.0%
   164     Walgreen Co.                                                           08/30/2058      100.0%
   165     ABX Air, Inc.                                                          01/31/2014      100.0%
   166     RBW Logistics Corporation                                              08/31/2009      100.0%
   167     NAP                                                                        NAP            NAP
   168     NAP                                                                        NAP            NAP
   169     Luzy's Department Store                                                09/30/2014       35.2%
   170     Joe's CrabShack                                                        06/30/2021       29.7%
   171     NAP                                                                        NAP            NAP
   172     Old Chicago                                                            09/30/2016       56.1%
   173     Cedars-Sinai Medical Center                                            10/31/2014      100.0%
   174     Petco                                                                  01/31/2018      100.0%
   175     Cancos Tile Corp.                                                      12/31/2020      100.0%
   176     Walgreen Co.                                                           11/30/2058      100.0%
   177     Office Max, Inc.                                                       06/30/2014      100.0%
   178     Coca-Cola Enterprises Inc.                                             01/31/2022      100.0%
   179     Buffalo Exchange                                                       09/30/2010       15.3%
   180     Wide World of Golf & Tennis                                            09/30/2016       61.2%
   181     Georgia CVS Pharmacy, L.L.C.                                           01/31/2032      100.0%
   182     Sin Cha Sin                                                            02/28/2017       18.8%
   183     NAP                                                                        NAP            NAP
   184     Orchard Supply Hardware                                                10/11/2016      100.0%
   185     NAP                                                                        NAP            NAP
   186     Borders, Inc.                                                          12/31/2017      100.0%
   187     Tile Shop                                                              06/01/2018       35.1%
   188     Cost-U-Less                                                            04/30/2020      100.0%
   189     NAP                                                                        NAP            NAP
   190     Pinnacle Estate Properties                                             08/31/2010       35.1%
   191     NAP                                                                        NAP            NAP
   192     Hancock Fabric                                                         07/31/2016       14.8%
   193     NAP                                                                        NAP            NAP
   194     BTL                                                                    04/30/2008        4.9%
   195     Sportsman's Warehouse, Inc.                                            10/31/2019      100.0%
   196     Save-A-Lot                                                             03/31/2012       28.0%
   197     Columbus Manufacturing, Inc.                                           05/25/2017      100.0%
   198     Catholic Healthcare West                                               04/15/2012       41.8%
   199     Wilkes & McHugh                                                        06/30/2008       21.2%
   200     NAP                                                                        NAP            NAP
   201     Vitamin Shoppe                                                         02/28/2017       29.2%
   202     A'Alle-ou la Cuisse Restaurant                                         12/01/2015       67.5%
   203     JCPenney                                                               01/31/2017      100.0%
   204     Kash N' Karry Food Stores, Inc.                                        09/30/2022      100.0%
   205     Best Buy                                                               09/10/2012      100.0%
   206     Capitol Lighting                                                       12/31/2019       68.1%
   207     NAP                                                                        NAP            NAP
   208     Dunn-Edwards Paints                                                    03/31/2009       50.0%
   209     NAP                                                                        NAP            NAP
   210     NAP                                                                        NAP            NAP
   211     NAP                                                                        NAP            NAP
   212     Snyder-Diamond, Inc                                                    09/30/2016      100.0%
   213     Comerica Bank                                                          03/31/2017       32.5%
   214     Regional Consultants Hematology/Oncology                               09/14/2013       22.9%
   215     Walgreen Co.                                                           07/31/2030      100.0%
   216     NAP                                                                        NAP            NAP
   217     Nobel Learning Center                                                  05/31/2016       26.5%
   218     Staples the Office Superstore East, Inc.                               03/31/2017      100.0%
   219     NAP                                                                        NAP            NAP

   220     CVS Pharmacy, Inc.                                                     01/31/2019      100.0%
   221     CVS Pharmacy, Inc.                                                     01/31/2019      100.0%
   222     General Services Administration                                        11/09/2019      100.0%
   223     Big 5 CORP.                                                            01/31/2022       63.3%
   224     Lufthansa Technik Composite                                            12/31/2015      100.0%
   225     Eckerd                                                                 10/20/2024      100.0%
   226     Rohe & Wright Builders                                                 09/30/2013       25.2%
   227     Papa John's Pizza                                                      05/30/2018       22.9%
   228     Roofing Supply Group - Tampa, LLC                                      03/31/2012      100.0%
   229     Plato's Closet                                                         05/31/2012       16.4%
   230     NAP                                                                        NAP            NAP
   231     IS Inc.                                                                11/30/2021      100.0%
   232     East Bay Laser & Skin                                                  10/31/2010       18.7%
   233     Sutra Lounge                                                           10/31/2012       65.9%
   234     Crosspoint Properties                                                  03/15/2017       26.8%
   235     Coca-Cola Enterprises Inc.                                             01/31/2022      100.0%
   236     Drayer Physical Therapy Institute, LLC                                 07/31/2016      100.0%
   237     Walgreen Co.                                                           02/28/2032      100.0%
   238     Dick's Sporting Goods, Inc.                                            03/31/2019      100.0%
   239     Dollar Tree                                                            11/30/2010       33.3%
   240     NAP                                                                        NAP            NAP
   241     Int'l Academy of Cosmetology                                               MTM          29.0%
   242     Up-Tight Carpet                                                        05/31/2008       31.4%
   243     Starbucks Coffee                                                       12/12/2016       19.6%
   244     Chin Feng Japanese Steakhouse                                          10/31/2010       17.6%
   245     Media Graphix                                                          06/30/2009       17.0%
   246     American Jinjiali                                                      05/31/2014       31.6%
   247     UPS                                                                    03/28/2013      100.0%
   248     Walgreen Co.                                                           09/30/2056      100.0%
   249     Charivari Restaurant                                                   11/30/2009       19.0%
   250     General Services Administration                                        10/10/2016      100.0%
   251     Dal-Tile SSC West, Inc.                                                09/30/2016      100.0%
   252     Seoul BBQ, Sushi & Teriyaki                                            09/30/2011       19.8%
   253     Tractor Supply Company                                                 02/01/2022      100.0%
   254     LuLu's, Inc.                                                           07/31/2057      100.0%
   255     Cool Blue Burrito                                                      08/31/2011       16.1%
   256     PETCO                                                                  01/31/2017      100.0%
   257     Rug Gallery                                                            03/31/2012       49.0%
   258     Fedex Kinko's                                                          04/01/2012       51.2%
   259     International Truck and Engine Corporation                             09/30/2016      100.0%
   260     Bank of America, NA                                                    05/14/2027      100.0%
   261     Ansell Zaro Grimm & Aaron, P.C.                                        10/31/2019      100.0%
   262     IHOP Properties, Inc.                                                  09/30/2027      100.0%
   263     Executive Benefits                                                     12/31/2007       15.5%
   264     NAP                                                                        NAP            NAP
   265     Index Hospitality                                                      12/30/2015      100.0%
   266     Starbucks Corporation                                                  01/25/2017      100.0%
   267     Starbucks                                                              12/31/2016       59.8%
   268     Wendy's International, Inc.                                            12/31/2011      100.0%


--------------------------------------------------------------------------------
MORTGAGE                                                      LEASE
LOAN NO.   SECOND LARGEST TENANT(12)                     EXPIRATION DATE   % NSF
--------------------------------------------------------------------------------

   1       NAP                                                 NAP           NAP
   2       Dick's Sporting Goods                           01/31/2019      13.7%

   3       NAP                                                 NAP           NAP
   4       NAP                                                 NAP           NAP
   5       NAP                                                 NAP           NAP
   6       NAP                                                 NAP           NAP
   7       Lifetime Fitness                                07/31/2026      15.3%
   8       Regency Furniture, Inc.                         12/31/2017      14.6%
   9       Christmas Tree Shop                             11/30/2024       9.5%
   10      NAP                                                 NAP           NAP

   11      Target (Ground Lease)                           01/31/2021      28.3%
   12      Stop & Shop (Dark)                              12/31/2028      26.3%
   13      Univision Radio Inc.                            11/30/2013       4.9%
   14      Wachovia Securities                             09/30/2009       4.8%
   15      NAP                                                 NAP           NAP
   16      NAP                                                 NAP           NAP

   17      NAP                                                 NAP           NAP
   18      NAP                                                 NAP           NAP
   19      Linens 'N Things                                01/31/2016      11.5%
   20      The City of New York                            01/14/2021      20.9%
   21      NAP                                                 NAP           NAP
   22      NAP                                                 NAP           NAP
   23      CVS/pharmacy                                    08/31/2008      12.3%
   24      Western Carriers, Inc.                          06/30/2010      22.0%
   25      London Fog Industries                           01/31/2015       9.8%
   26      Champion Solutions                              11/30/2011      13.4%
   27      Giant Food Stores, LLC                          08/31/2027      38.8%
   28      New Century                                     08/31/2012       6.2%
   29      NAP                                                 NAP           NAP
   30      Giant Eagle                                     04/30/2016      31.9%
   31      AMC Theatre                                     12/31/2021      23.3%
   32      NAP                                                 NAP           NAP
   33      JC Penney                                       02/28/2008      17.3%
   34      Von's Companies Inc. #3069                      12/31/2020      19.3%
   35      Worldwide Wholesale Floor                       05/31/2018      19.1%
   36      Marshalls                                       11/30/2013      11.6%
   37      The Health Foundation of Greater Cincinnati     06/30/2011      16.5%
   38      CVS                                             06/30/2009       6.8%

   39      Office Max (Dark)                               01/31/2008      18.4%
   40      Cycle Gear, Inc.                                11/30/2011       7.8%
   41      Raytheon Company                                04/20/2010      37.7%
   42      Blockbuster Inc.                                12/31/2008       8.1%
   43      First Horizon Home Loans                        05/31/2012       7.8%
   44      Rite Aid                                        04/12/2011      10.5%
   45      NAP                                                 NAP           NAP
   46      HQ Global Workplace, LLC                        07/31/2018      10.7%
   47      NAP                                                 NAP           NAP
   48      NAP                                                 NAP           NAP

   49      NAP                                                 NAP           NAP
   50      NAP                                                 NAP           NAP
   51      NAP                                                 NAP           NAP
   52      NAP                                                 NAP           NAP
   53      NAP                                                 NAP           NAP
   54      SFH-Conference Center                           10/31/2017      12.0%
   55      Chadwick Liquors                                08/31/2016       6.2%
   56      NAP                                                 NAP           NAP
   57      Apria Healthcare, Inc.                          08/31/2008      13.9%
   58      NAP                                                 NAP           NAP

   59      NAP                                                 NAP           NAP
   60      NAP                                                 NAP           NAP
   61      NAP                                                 NAP           NAP
   62      NAP                                                 NAP           NAP
   63      NAP                                                 NAP           NAP
   64      NAP                                                 NAP           NAP
   65      NAP                                                 NAP           NAP
   66      NAP                                                 NAP           NAP

   67      NAP                                                 NAP           NAP
   68      NAP                                                 NAP           NAP
   69      NAP                                                 NAP           NAP
   70      NAP                                                 NAP           NAP
   71      Empire Corporation                              12/31/2013       3.3%
   72      Sunchasers Tanning Salon                        06/30/2008       8.8%
   73      NAP                                                 NAP           NAP
   74      Sombreros                                       10/31/2011       6.7%
   75      NAP                                                 NAP           NAP
   76      Goen Technologies Corporation                   09/30/2014      49.8%

   77      NAP                                                 NAP           NAP
   78      NAP                                                 NAP           NAP
   79      NAP                                                 NAP           NAP
   80      NAP                                                 NAP           NAP
   81      NAP                                                 NAP           NAP
   82      NAP                                                 NAP           NAP
   83      NAP                                                 NAP           NAP
   84      NAP                                                 NAP           NAP
   85      NAP                                                 NAP           NAP

   86      NAP                                                 NAP           NAP
   87      NAP                                                 NAP           NAP
   88      NAP                                                 NAP           NAP
   89      NAP                                                 NAP           NAP
   90      NAP                                                 NAP           NAP
   91      NAP                                                 NAP           NAP
   92      NAP                                                 NAP           NAP
   93      Chung Ko Fong & Mai Wai Chow Fong               07/31/2015      10.9%
   94      Tractor Supply Company                          10/10/2021      24.9%
   95      Salvo Auto Parts                                08/31/2009       7.9%
   96      QRS/Inovis USA                                  06/30/2010      49.4%
   97      Rite Aid                                        08/31/2018      19.5%
   98      NAP                                                 NAP           NAP
   99      Lockheed Martin                                 12/31/2008      25.6%
  100      NAP                                                 NAP           NAP
  101      T.J. Maxx                                       01/31/2012      20.8%
  102      NAP                                                 NAP           NAP
  103      NAP                                                 NAP           NAP
  104      NAP                                                 NAP           NAP
  105      Benihana                                        08/31/2017      12.0%
  106      East West Mortgage                              12/30/2011       8.3%
  107      NAP                                                 NAP           NAP
  108      NAP                                                 NAP           NAP
  109      UTMB                                            01/14/2016      22.1%
  110      NAP                                                 NAP           NAP
  111      NAP                                                 NAP           NAP
  112      Charles Schwab                                  10/31/2008      13.5%
  113      Ross Dress for Less                             01/31/2016      37.5%
  114      Sears Logistics Services Inc                    09/30/2011      15.5%
  115      Westlake Hardware, Inc.                         12/31/2008      16.1%
  116      NAP                                                 NAP           NAP
  117      Sierra West                                     01/31/2009      24.5%
  118      NAP                                                 NAP           NAP
  119      NAP                                                 NAP           NAP
  120      Happy Harry's Discount Drugs                    05/31/2013      12.3%
  121      NAP                                                 NAP           NAP
  122      NAP                                                 NAP           NAP
  123      NAP                                                 NAP           NAP
  124      Lisa Cosmetics                                  07/31/2011       7.3%
  125      NAP                                                 NAP           NAP

  126      NAP                                                 NAP           NAP
  127      Starbucks                                       03/11/2017      26.5%
  128      Starbucks                                       04/28/2017      22.9%
  129      Starbucks                                       04/21/2017      22.7%
  130      NAP                                                 NAP           NAP
  131      Roanoke - Printex                               12/31/2009      35.0%
  132      American General                                06/30/2010      25.3%
  133      Dr. Belamy                                      09/30/2010      20.0%
  134      NAP                                                 NAP           NAP
  135      NAP                                                 NAP           NAP
  136      NAP                                                 NAP           NAP
  137      NAP                                                 NAP           NAP
  138      NAP                                                 NAP           NAP
  139      Bradley's Art & Frame                           05/31/2008       7.1%
  140      NAP                                                 NAP           NAP
  141      NAP                                                 NAP           NAP
  142      NAP                                                 NAP           NAP
  143      Stewart Title                                   08/31/2011      23.1%
  144      NAP                                                 NAP           NAP
  145      NAP                                                 NAP           NAP
  146      Keystone Automotive Industries                  06/16/2010      22.2%
  147      NAP                                                 NAP           NAP
  148      NAP                                                 NAP           NAP
  149      NAP                                                 NAP           NAP
  150      Chris Carlo Esq.                                12/31/2009       6.1%
  151      NAP                                                 NAP           NAP
  152      NAP                                                 NAP           NAP
  153      NAP                                                 NAP           NAP
  154      NAP                                                 NAP           NAP
  155      NAP                                                 NAP           NAP

  156      NAP                                                 NAP           NAP
  157      NAP                                                 NAP           NAP
  158      NAP                                                 NAP           NAP
  159      NAP                                                 NAP           NAP
  160      New Brunswick Radiology Group, P.A.             01/31/2011      23.8%
  161      NAP                                                 NAP           NAP
  162      Rhode Island Book Co.                           04/30/2012       8.9%
  163      NAP                                                 NAP           NAP
  164      NAP                                                 NAP           NAP
  165      NAP                                                 NAP           NAP
  166      NAP                                                 NAP           NAP
  167      NAP                                                 NAP           NAP
  168      NAP                                                 NAP           NAP
  169      Goodwill                                        03/31/2010      18.0%
  170      Red Robin                                       10/31/2020      27.2%
  171      NAP                                                 NAP           NAP
  172      Chipotle Mexican Grill                          10/09/2016      22.1%
  173      NAP                                                 NAP           NAP
  174      NAP                                                 NAP           NAP
  175      NAP                                                 NAP           NAP
  176      NAP                                                 NAP           NAP
  177      NAP                                                 NAP           NAP
  178      NAP                                                 NAP           NAP
  179      Tristany Group                                  04/30/2010      10.7%
  180      Roxy, LP                                        03/31/2017      30.0%
  181      NAP                                                 NAP           NAP
  182      Absolute Silver Inc                             09/01/2008      17.4%
  183      NAP                                                 NAP           NAP
  184      NAP                                                 NAP           NAP
  185      NAP                                                 NAP           NAP
  186      NAP                                                 NAP           NAP
  187      Whirly Ball                                     08/31/2018      27.0%
  188      NAP                                                 NAP           NAP
  189      NAP                                                 NAP           NAP
  190      Sushi Nishi                                     10/31/2014      33.6%
  191      NAP                                                 NAP           NAP
  192      Bookmans                                        07/31/2011      12.7%
  193      NAP                                                 NAP           NAP
  194      Mataci                                          02/29/2012       4.3%
  195      NAP                                                 NAP           NAP
  196      Family Dollar                                   12/31/2011      21.1%
  197      NAP                                                 NAP           NAP
  198      Barbara Arnold MD Inc                           03/01/2012      16.8%
  199      Keller Williams Realty                          11/30/2007      18.8%
  200      NAP                                                 NAP           NAP
  201      Cingular                                        10/31/2016      25.0%
  202      SEE Inc.                                        04/30/2016      32.5%
  203      NAP                                                 NAP           NAP
  204      NAP                                                 NAP           NAP
  205      NAP                                                 NAP           NAP
  206      Rug Collezione                                  09/30/2009      13.6%
  207      NAP                                                 NAP           NAP
  208      Ferguson Express                                01/31/2010      25.0%
  209      NAP                                                 NAP           NAP
  210      NAP                                                 NAP           NAP
  211      NAP                                                 NAP           NAP
  212      NAP                                                 NAP           NAP
  213      Fidelity National Title                         12/31/2008      22.6%
  214      Jacksonville Orthopedic Institute               09/30/2011      18.4%
  215      NAP                                                 NAP           NAP
  216      NAP                                                 NAP           NAP
  217      The Body Shop Gym                               12/31/2008      17.0%
  218      NAP                                                 NAP           NAP
  219      NAP                                                 NAP           NAP

  220      NAP                                                 NAP           NAP
  221      NAP                                                 NAP           NAP
  222      NAP                                                 NAP           NAP
  223      Quincy Liquor                                   12/31/2016      22.2%
  224      NAP                                                 NAP           NAP
  225      NAP                                                 NAP           NAP
  226      Rohe & Wright Design                            09/30/2008      23.8%
  227      Martines Mexican Restaurant                     11/30/2007      19.8%
  228      NAP                                                 NAP           NAP
  229      California Closets                              11/30/2007      12.9%
  230      NAP                                                 NAP           NAP
  231      NAP                                                 NAP           NAP
  232      Physicians Choice Medical Group                 03/31/2009      15.4%
  233      Fuego, Inc.                                     10/20/2013      34.1%
  234      T-Mobile                                        05/31/2017      18.9%
  235      NAP                                                 NAP           NAP
  236      NAP                                                 NAP           NAP
  237      NAP                                                 NAP           NAP
  238      NAP                                                 NAP           NAP
  239      Rent-A-Center                                   02/28/2011      16.0%
  240      NAP                                                 NAP           NAP
  241      Jennifer Convertibles                           12/31/2011      26.3%
  242      Universal Lift Systems                          05/31/2008      12.4%
  243      Kabloom                                         06/13/2009      18.5%
  244      Le Chic Boutique/Class Act                      10/31/2008      11.7%
  245      Tang Dynasty Antiques                           01/31/2010       8.8%
  246      The UPS Store                                   10/09/2016      18.9%
  247      NAP                                                 NAP           NAP
  248      NAP                                                 NAP           NAP
  249      The Coffee Groundz                              04/30/2012      16.8%
  250      NAP                                                 NAP           NAP
  251      NAP                                                 NAP           NAP
  252      Chipotle Mexican Grill                          11/30/2009      17.9%
  253      NAP                                                 NAP           NAP
  254      NAP                                                 NAP           NAP
  255      Super Suppers                                   01/31/2012      16.1%
  256      NAP                                                 NAP           NAP
  257      Benjamin Dorantes                               05/31/2014      33.0%
  258      Boston Market                                   05/01/2012      29.6%
  259      NAP                                                 NAP           NAP
  260      NAP                                                 NAP           NAP
  261      NAP                                                 NAP           NAP
  262      NAP                                                 NAP           NAP
  263      Employers Resource                              10/31/2012      14.0%
  264      NAP                                                 NAP           NAP
  265      NAP                                                 NAP           NAP
  266      NAP                                                 NAP           NAP
  267      EZ Money                                        09/30/2011      40.2%
  268      NAP                                                 NAP           NAP


-----------------------------------------------------------------------------------------------------------------------
MORTGAGE                                                         LEASE                   INSURANCE            TAX
LOAN NO.   THIRD LARGEST TENANT(12)                         EXPIRATION DATE   % NSF   ESCROW IN PLACE   ESCROW IN PLACE
-----------------------------------------------------------------------------------------------------------------------

   1       NAP                                                    NAP           NAP         No                Yes
   2       Giant Eagle                                         10/31/2023     13.5%         No                Yes

   3       NAP                                                    NAP           NAP         No                No
   4       NAP                                                    NAP           NAP         No                No
   5       NAP                                                    NAP           NAP         No                No
   6       NAP                                                    NAP           NAP         No                No
   7       Bed Bath & Beyond                                   01/31/2009      9.0%         No                Yes
   8       Bally Total Fitness                                 01/31/2022     10.0%         No                Yes
   9       Best Buy                                            01/31/2017      9.5%         No                No
   10      NAP                                                    NAP           NAP         No                No

   11      Price Chopper                                       01/31/2011     14.1%         No                No
   12      Staples                                             06/30/2015     10.2%         No                No
   13      R.Marston Inc. & RMA Corp.                          08/31/2008      4.8%         No                No
   14      Intuit                                              09/30/2009      4.1%         No                No
   15      NAP                                                    NAP           NAP         No                No
   16      NAP                                                    NAP           NAP         No                No

   17      NAP                                                    NAP           NAP         No                Yes
   18      NAP                                                    NAP           NAP         No                Yes
   19      Old Navy                                            08/31/2010     10.9%         No                No
   20      Rogers Burgun ETAL Inc.                             05/31/2011      5.6%         No                No
   21      NAP                                                    NAP           NAP         No                No
   22      NAP                                                    NAP           NAP         Yes               Yes
   23      Anchor Blue                                         10/31/2009     10.7%         Yes               Yes
   24      Western Carriers, Inc.                              03/31/2016     15.4%         No                No
   25      Stict Women's World Bar                             12/31/2014      9.5%         No                No
   26      Waiora USA, Inc                                     05/31/2008      7.2%         Yes               Yes
   27      Virginia ABC Store                                  12/31/2008      2.7%         No                No
   28      First Western Advisors, Inc                         05/31/2013      5.0%         No                Yes
   29      NAP                                                    NAP           NAP         Yes               Yes
   30      Circuit City                                        01/31/2011     19.2%         No                No
   31      Barnes & Noble                                      08/31/2012      7.4%         No                No
   32      NAP                                                    NAP           NAP         No                Yes
   33      Macy's (Annex)                                      01/31/2011      8.0%         Yes               Yes
   34      Long's Drug #279                                    02/28/2015     11.3%         No                No
   35      Babies R Us                                         01/31/2013     17.9%         No                No
   36      Ross Dress For Less                                 01/31/2016      9.9%         No                No
   37      Jeffery Anderson Real Estate INC.                   12/31/2010      7.0%         No                No
   38      Michael's Pub                                       08/31/2008      5.0%         No                No

   39      Work 'N Gear                                        01/31/2008      2.6%         No                No
   40      NAP                                                    NAP           NAP         No                No
   41      Richmond American Homes of Virginia, Inc.           10/31/2012     20.2%         Yes               Yes
   42      Beauty Town                                         02/28/2009      5.2%         Yes               Yes
   43      Nationwide Medical, Inc.                            12/15/2009      5.9%         No                Yes
   44      Dollar Tree                                         09/30/2012      8.9%         No                No
   45      NAP                                                    NAP           NAP         No                No
   46      Focusvision Worldwide, Inc                          01/31/2010      8.6%         No                No
   47      NAP                                                    NAP           NAP         No                No
   48      NAP                                                    NAP           NAP         Yes               Yes

   49      NAP                                                    NAP           NAP         Yes               Yes
   50      NAP                                                    NAP           NAP         Yes               Yes
   51      NAP                                                    NAP           NAP         Yes               Yes
   52      NAP                                                    NAP           NAP         Yes               Yes
   53      NAP                                                    NAP           NAP         Yes               Yes
   54      SFH-Cancer Center                                   10/31/2047      9.8%         No                Yes
   55      Catherines Plus Sizes                               02/28/2011      5.2%         No                No
   56      NAP                                                    NAP           NAP         No                No
   57      Lason Services, Inc.                                03/31/2008      9.7%         Yes               Yes
   58      NAP                                                    NAP           NAP         Yes               Yes

   59      NAP                                                    NAP           NAP         No                No
   60      NAP                                                    NAP           NAP         No                No
   61      NAP                                                    NAP           NAP         No                No
   62      NAP                                                    NAP           NAP         No                No
   63      NAP                                                    NAP           NAP         No                No
   64      NAP                                                    NAP           NAP         No                No
   65      NAP                                                    NAP           NAP         No                No
   66      NAP                                                    NAP           NAP         No                No

   67      NAP                                                    NAP           NAP         Yes               Yes
   68      NAP                                                    NAP           NAP         Yes               Yes
   69      NAP                                                    NAP           NAP         Yes               Yes
   70      NAP                                                    NAP           NAP         Yes               Yes
   71      Northwest Savings Bank                              01/31/2008      3.2%         Yes               Yes
   72      Leisure Fitness                                     01/31/2009      5.8%         No                No
   73      NAP                                                    NAP           NAP         No                No
   74      Cici's Pizza                                        05/31/2015      6.2%         No                No
   75      NAP                                                    NAP           NAP         No                No
   76      NAP                                                    NAP           NAP         No                No

   77      NAP                                                    NAP           NAP         No                No
   78      NAP                                                    NAP           NAP         No                No
   79      NAP                                                    NAP           NAP         No                No
   80      NAP                                                    NAP           NAP         No                No
   81      NAP                                                    NAP           NAP         No                No
   82      NAP                                                    NAP           NAP         No                No
   83      NAP                                                    NAP           NAP         No                No
   84      NAP                                                    NAP           NAP         No                No
   85      NAP                                                    NAP           NAP         No                No

   86      NAP                                                    NAP           NAP         No                No
   87      NAP                                                    NAP           NAP         No                No
   88      NAP                                                    NAP           NAP         No                No
   89      NAP                                                    NAP           NAP         No                No
   90      NAP                                                    NAP           NAP         No                No
   91      NAP                                                    NAP           NAP         No                No
   92      NAP                                                    NAP           NAP         No                No
   93      Wash & Dry                                          01/31/2011      4.0%         Yes               Yes
   94      Rite Aid of Pennsylvania                            04/30/2008      7.8%         Yes               Yes
   95      Fashion Bug                                         01/31/2012      5.2%         No                No
   96      NAP                                                    NAP           NAP         No                Yes
   97      Baja Fresh                                          05/31/2013      5.9%         No                No
   98      NAP                                                    NAP           NAP         Yes               Yes
   99      Avtec Systems, Inc.                                 11/03/2007     18.4%         No                No
  100      NAP                                                    NAP           NAP         No                Yes
  101      Shoe Carnival                                       07/31/2015      7.7%         No                No
  102      NAP                                                    NAP           NAP         No                No
  103      NAP                                                    NAP           NAP         No                No
  104      NAP                                                    NAP           NAP         No                Yes
  105      NAP                                                    NAP           NAP         No                No
  106      US Tech                                             06/30/2011      6.7%         Yes               Yes
  107      NAP                                                    NAP           NAP         No                No
  108      NAP                                                    NAP           NAP         No                Yes
  109      Joyce's Hallmark                                    02/28/2015      6.0%         No                Yes
  110      NAP                                                    NAP           NAP         Yes               Yes
  111      NAP                                                    NAP           NAP         No                No
  112      Compensation Consultants                            09/30/2007     10.0%         No                No
  113      Old Navy                                            01/31/2012     24.0%         No                No
  114      Planet Fitness Chicago1, LLC                        12/31/2010     11.8%         No                No
  115      Hallmark Cards                                      02/28/2009      7.4%         No                No
  116      NAP                                                    NAP           NAP         No                No
  117      Fastenal Company                                    12/31/2008      7.1%         Yes               Yes
  118      NAP                                                    NAP           NAP         Yes               Yes
  119      NAP                                                    NAP           NAP         Yes               Yes
  120      Dollar Tree                                         01/31/2008     10.5%         No                No
  121      NAP                                                    NAP           NAP         No                Yes
  122      NAP                                                    NAP           NAP         No                No
  123      NAP                                                    NAP           NAP         No                Yes
  124      Anka Bagels                                         04/30/2009      5.4%         No                No
  125      NAP                                                    NAP           NAP         Yes               Yes

  126      NAP                                                    NAP           NAP         Yes               Yes
  127      NAP                                                    NAP           NAP         Yes               Yes
  128      NAP                                                    NAP           NAP         Yes               Yes
  129      NAP                                                    NAP           NAP         Yes               Yes
  130      NAP                                                    NAP           NAP         Yes               Yes
  131      NAP                                                    NAP           NAP         Yes               Yes
  132      NAP                                                    NAP           NAP         Yes               Yes
  133      Beneficial VA                                       09/30/2007     20.0%         Yes               Yes
  134      NAP                                                    NAP           NAP         Yes               Yes
  135      NAP                                                    NAP           NAP         Yes               Yes
  136      NAP                                                    NAP           NAP         No                No
  137      NAP                                                    NAP           NAP         No                No
  138      NAP                                                    NAP           NAP         No                No
  139      Blalock Medical Services                            04/30/2009      2.5%         No                Yes
  140      NAP                                                    NAP           NAP         No                No
  141      NAP                                                    NAP           NAP         No                No
  142      NAP                                                    NAP           NAP         No                No
  143      TLC/Miramar Eye Specialists                         04/30/2014     11.0%         Yes               Yes
  144      NAP                                                    NAP           NAP         No                No
  145      NAP                                                    NAP           NAP         No                No
  146      Proma, Inc.                                         02/27/2010     13.0%         No                No
  147      NAP                                                    NAP           NAP         No                No
  148      NAP                                                    NAP           NAP         No                No
  149      NAP                                                    NAP           NAP         No                No
  150      Bank of Walnut Creek                                12/31/2010      4.4%         No                No
  151      NAP                                                    NAP           NAP         No                Yes
  152      NAP                                                    NAP           NAP         No                No
  153      NAP                                                    NAP           NAP         No                No
  154      NAP                                                    NAP           NAP         No                Yes
  155      NAP                                                    NAP           NAP         No                No

  156      NAP                                                    NAP           NAP         No                No
  157      NAP                                                    NAP           NAP         No                No
  158      NAP                                                    NAP           NAP         No                No
  159      NAP                                                    NAP           NAP         No                No
  160      Robert P. Fein, M.D. & David A. Richards, M.D.      12/31/2015     22.7%         No                No
  161      NAP                                                    NAP           NAP         Yes               Yes
  162      Cumberland Farms                                    09/30/2012      6.1%         Yes               Yes
  163      NAP                                                    NAP           NAP         No                No
  164      NAP                                                    NAP           NAP         No                No
  165      NAP                                                    NAP           NAP         No                No
  166      NAP                                                    NAP           NAP         No                No
  167      NAP                                                    NAP           NAP         Yes               Yes
  168      NAP                                                    NAP           NAP         Yes               Yes
  169      Hyung K. Oh                                         08/31/2007     14.7%         No                Yes
  170      Outback Steakhouse                                  06/30/2015     22.8%         No                No
  171      NAP                                                    NAP           NAP         Yes               Yes
  172      Tokyo Joe's                                         11/09/2016     21.8%         No                Yes
  173      NAP                                                    NAP           NAP         No                No
  174      NAP                                                    NAP           NAP         Yes               No
  175      NAP                                                    NAP           NAP         No                No
  176      NAP                                                    NAP           NAP         No                No
  177      NAP                                                    NAP           NAP         No                No
  178      NAP                                                    NAP           NAP         No                No
  179      Ranoosh Restaurant                                  04/30/2010      7.1%         No                No
  180      Nouzat Kanbar-Alsarraj                              01/31/2012      8.8%         Yes               Yes
  181      NAP                                                    NAP           NAP         No                No
  182      1178 Broadway Management                            03/01/2017     17.4%         Yes               Yes
  183      NAP                                                    NAP           NAP         No                No
  184      NAP                                                    NAP           NAP         No                No
  185      NAP                                                    NAP           NAP         No                Yes
  186      NAP                                                    NAP           NAP         No                No
  187      European Deli                                       05/31/2009     15.9%         Yes               Yes
  188      NAP                                                    NAP           NAP         No                No
  189      NAP                                                    NAP           NAP         No                No
  190      Preferred Bank                                      10/31/2011     31.3%         Yes               Yes
  191      NAP                                                    NAP           NAP         No                Yes
  192      Dollar Tree                                         07/31/2011     12.4%         Yes               Yes
  193      NAP                                                    NAP           NAP         No                Yes
  194      Reem                                                09/30/2009      4.2%         Yes               Yes
  195      NAP                                                    NAP           NAP         No                No
  196      Perkins Restaurant & Bakery (3)                     10/01/2017     12.0%         Yes               Yes
  197      NAP                                                    NAP           NAP         No                Yes
  198      Pacific Evaluations                                 03/01/2012     14.3%         Yes               Yes
  199      National Media                                      10/31/2007     11.3%         No                No
  200      NAP                                                    NAP           NAP         Yes               Yes
  201      Qdoba                                               10/31/2016     19.9%         Yes               Yes
  202      NAP                                                    NAP           NAP         No                Yes
  203      NAP                                                    NAP           NAP         No                No
  204      NAP                                                    NAP           NAP         No                No
  205      NAP                                                    NAP           NAP         No                No
  206      Walt's Sleep Shop                                   10/31/2010     11.9%         No                No
  207      NAP                                                    NAP           NAP         Yes               Yes
  208      JRP Kitchens                                        07/31/2010     14.0%         No                No
  209      NAP                                                    NAP           NAP         Yes               Yes
  210      NAP                                                    NAP           NAP         No                No
  211      NAP                                                    NAP           NAP         Yes               Yes
  212      NAP                                                    NAP           NAP         No                No
  213      New Era Medical Clinic                              03/31/2009     16.6%         No                No
  214      Bay Pointe Dental                                   02/28/2012     14.1%         Yes               Yes
  215      NAP                                                    NAP           NAP         No                No
  216      NAP                                                    NAP           NAP         No                No
  217      Kings Grant Wine & Liquor                           11/30/2011     10.1%         No                No
  218      NAP                                                    NAP           NAP         No                No
  219      NAP                                                    NAP           NAP         Yes               Yes

  220      NAP                                                    NAP           NAP         No                No
  221      NAP                                                    NAP           NAP         No                No
  222      NAP                                                    NAP           NAP         Yes               Yes
  223      H&R Block Enterprises, Inc.                         04/30/2011      7.3%         No                No
  224      NAP                                                    NAP           NAP         No                No
  225      NAP                                                    NAP           NAP         No                No
  226      Dorthy Pearce, CPA                                  07/31/2010     11.2%         Yes               Yes
  227      Elder Pharmacy                                      09/30/2014     17.9%         No                Yes
  228      NAP                                                    NAP           NAP         No                Yes
  229      National Ballet of Denver                           05/31/2009     12.8%         Yes               Yes
  230      NAP                                                    NAP           NAP         No                Yes
  231      NAP                                                    NAP           NAP         No                No
  232      Norman Yung, D.D.S.                                 07/31/2010      8.8%         No                Yes
  233      NAP                                                    NAP           NAP         Yes               Yes
  234      Starbucks                                           03/31/2016     14.1%         Yes               Yes
  235      NAP                                                    NAP           NAP         No                No
  236      NAP                                                    NAP           NAP         No                No
  237      NAP                                                    NAP           NAP         No                No
  238      NAP                                                    NAP           NAP         No                No
  239      Guadalajara Grille                                  02/28/2011     10.0%         No                No
  240      NAP                                                    NAP           NAP         Yes               Yes
  241      Star-Brite (Dr. Israel Navarro)                     04/25/2008     13.2%         No                Yes
  242      Arizona Salvage & Liquidation                       02/28/2010      7.7%         Yes               Yes
  243      Great Frame Up                                      11/18/2008     16.9%         No                No
  244      Papa Johns                                          08/31/2011      6.1%         Yes               Yes
  245      Quick Trip Movers                                   03/31/2009      8.8%         Yes               Yes
  246      Quiznos Sub                                         12/31/2007     15.0%         No                No
  247      NAP                                                    NAP           NAP         No                No
  248      NAP                                                    NAP           NAP         No                No
  249      Dog House Tavern                                    10/31/2011     15.5%         No                No
  250      NAP                                                    NAP           NAP         Yes               Yes
  251      NAP                                                    NAP           NAP         No                No
  252      The Noodle Shop, Co. - Colorado, Inc.               11/30/2012     16.5%         Yes               Yes
  253      NAP                                                    NAP           NAP         No                No
  254      NAP                                                    NAP           NAP         No                No
  255      Ostering                                            04/30/2010     15.2%         Yes               Yes
  256      NAP                                                    NAP           NAP         No                No
  257      Framed Art                                          03/31/2012     18.0%         Yes               Yes
  258      Einstein Brothers Bagels                            05/01/2012     19.2%         No                No
  259      NAP                                                    NAP           NAP         No                No
  260      NAP                                                    NAP           NAP         No                No
  261      NAP                                                    NAP           NAP         No                No
  262      NAP                                                    NAP           NAP         No                No
  263      California Premier Escrow                           02/28/2010     12.0%         Yes               Yes
  264      NAP                                                    NAP           NAP         No                No
  265      NAP                                                    NAP           NAP         Yes               Yes
  266      NAP                                                    NAP           NAP         Yes               No
  267      NAP                                                    NAP           NAP         Yes               Yes
  268      NAP                                                    NAP           NAP         No                No

                                                                                           19.2%             45.4%


------------------------------------------------------------------------------------------------------------
MORTGAGE   CAPITAL EXPENDITURE          TI/LC                                  OTHER
LOAN NO.   ESCROW IN PLACE(13)   ESCROW IN PLACE(14)                  ESCROW DESCRIPTION(15)
------------------------------------------------------------------------------------------------------------

   1               Yes                   No                        Local Law Deficiency Reserve
   2               No                    Yes                                    NAP

   3               No                    No                                     NAP
   4               No                    No                                     NAP
   5               No                    No                                     NAP
   6               No                    No                                     NAP
   7               No                    Yes                              Tenant Reserve
   8               No                    Yes                              Tenant Reserve
   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              Yes                   No                                     NAP
   18              Yes                   No                                     NAP
   19              No                    No                                     NAP
   20              No                    No                            Local Law 11 Reserve
   21              Yes                   No                                     NAP
   22              No                    No                                     NAP
   23              Yes                   Yes                                    NAP
   24              No                    No                                     NAP
   25              No                    No                                     NAP
   26              No                    No                                     NAP
   27              No                    No                                     NAP
   28              No                    Yes                  Rent Reserve; Additional Security (LOC)
   29              Yes                   No                                     NAP
   30              No                    No                                     NAP
   31              No                    No                                     NAP
   32              Yes                   No                                     NAP
   33              Yes                   Yes                                    NAP
   34              No                    No                                     NAP
   35              No                    No                                     NAP
   36              No                    No                                     NAP
   37              No                    No                                     NAP
   38              No                    No                                     NAP

   39              No                    No                                     NAP
   40              No                    No                           Prefunded Earnout (LOC)
   41              No                    No                                     NAP
   42              No                    Yes                               Rent Reserve
   43              No                    Yes                             Rollover Reserve
   44              No                    No                                     NAP
   45              No                    No                                     NAP
   46              No                    No                                     NAP
   47              No                    No                                     NAP
   48              Yes                   No                                     NAP

   49              No                    No                                     NAP
   50              No                    No                                     NAP
   51              No                    No                                     NAP
   52              No                    No                                     NAP
   53              No                    No                                     NAP
   54              Yes                   Yes                                    NAP
   55              No                    No                                     NAP
   56              No                    No                        Springing Ground Rent Reserve
   57              No                    Yes                                    NAP
   58              Yes                   No                                     NAP

   59              No                    No                       Springing Debt Service Reserve
   60              No                    No                       Springing Debt Service Reserve
   61              No                    No                       Springing Debt Service Reserve
   62              No                    No                       Springing Debt Service Reserve
   63              No                    No                       Springing Debt Service Reserve
   64              No                    No                       Springing Debt Service Reserve
   65              No                    No                       Springing Debt Service Reserve
   66              No                    No                       Springing Debt Service Reserve

   67              Yes                   Yes                                    NAP
   68              Yes                   Yes                                    NAP
   69              Yes                   Yes                                    NAP
   70              Yes                   No                            Debt Service Reserve
   71              Yes                   Yes                                    NAP
   72              No                    No                                     NAP
   73              No                    No                                     NAP
   74              No                    No                            Tenant Reserve (LOC)
   75              No                    No                                     NAP
   76              No                    No                                     NAP

   77              No                    No                       Springing Debt Service Reserve
   78              No                    No                       Springing Debt Service Reserve
   79              No                    No                       Springing Debt Service Reserve
   80              No                    No                       Springing Debt Service Reserve
   81              No                    No                       Springing Debt Service Reserve
   82              No                    No                       Springing Debt Service Reserve
   83              No                    No                       Springing Debt Service Reserve
   84              No                    No                                     NAP
   85              No                    No                                     NAP

   86              No                    No                       Springing Debt Service Reserve
   87              No                    No                       Springing Debt Service Reserve
   88              No                    No                       Springing Debt Service Reserve
   89              No                    No                       Springing Debt Service Reserve
   90              No                    No                       Springing Debt Service Reserve
   91              No                    No                       Springing Debt Service Reserve
   92              No                    No                       Springing Debt Service Reserve
   93              Yes                   No                                     NAP
   94              No                    Yes                                    NAP
   95              No                    No                                     NAP
   96              No                    Yes                              Tenant Reserve
   97              No                    No                                     NAP
   98              Yes                   No                                     NAP
   99              No                    Yes                                    NAP
  100              Yes                   No                                     NAP
  101              No                    No                                     NAP
  102              No                    No                                     NAP
  103              No                    No                                     NAP
  104              Yes                   No                                     NAP
  105              No                    No                                     NAP
  106              Yes                   Yes                              Tenant Reserve
  107              No                    No                    Debt Service Reserve; Tenant Reserve
  108              No                    No                                     NAP
  109              Yes                   No                               Tenant Reserve
  110              Yes                   No                                     NAP
  111              No                    No                                     NAP
  112              No                    No                                     NAP
  113              No                    No                                     NAP
  114              No                    No                                     NAP
  115              No                    No                                     NAP
  116              No                    Yes                                    NAP
  117              Yes                   Yes                         Seismic Retrofit Reserve
  118              Yes                   No                             Performance Reserve
  119              Yes                   No                                     NAP
  120              No                    No                                     NAP
  121              No                    No                                     NAP
  122              No                    No                                     NAP
  123              Yes                   No                                     NAP
  124              Yes                   No                                     NAP
  125              Yes                   No                                     NAP

  126              Yes                   Yes                                    NAP
  127              Yes                   Yes                              Tenant Reserve
  128              Yes                   Yes                              Tenant Reserve
  129              Yes                   Yes                              Tenant Reserve
  130              Yes                   Yes                                    NAP
  131              Yes                   Yes                                    NAP
  132              Yes                   Yes                                    NAP
  133              Yes                   Yes                                    NAP
  134              Yes                   Yes                                    NAP
  135              Yes                   Yes                                    NAP
  136              No                    No                                     NAP
  137              No                    No                                     NAP
  138              No                    No                                     NAP
  139              Yes                   No                                     NAP
  140              No                    No                                     NAP
  141              No                    No                                     NAP
  142              Yes                   No                             Spring Flag Reserve
  143              No                    Yes                                    NAP
  144              No                    No                                     NAP
  145              No                    No                                     NAP
  146              No                    No                                     NAP
  147              Yes                   Yes                                    NAP
  148              No                    No                                     NAP
  149              Yes                   No                                     NAP
  150              No                    No                                     NAP
  151              No                    No                                     NAP
  152              No                    No                                     NAP
  153              No                    No                                     NAP
  154              No                    No                                     NAP
  155              Yes                   No                                     NAP

  156              No                    No                                     NAP
  157              No                    No                                     NAP
  158              No                    No                                     NAP
  159              Yes                   No                                     NAP
  160              No                    No                                     NAP
  161              Yes                   No                                     NAP
  162              Yes                   Yes                                    NAP
  163              No                    No                                     NAP
  164              No                    No                                     NAP
  165              No                    No                                     NAP
  166              No                    Yes                                    NAP
  167              Yes                   No                                     NAP
  168              Yes                   No                                     NAP
  169              Yes                   Yes                                    NAP
  170              No                    No                            Tenant Reserve (LOC)
  171              Yes                   No                                     NAP
  172              Yes                   Yes                                    NAP
  173              No                    No                                     NAP
  174              No                    Yes                Tenant Reserve; Bank Pad Completion Reserve
  175              No                    No                                     NAP
  176              No                    No                                     NAP
  177              No                    No                                     NAP
  178              No                    No                                     NAP
  179              No                    No                                     NAP
  180              Yes                   No                                     NAP
  181              No                    No                                     NAP
  182              Yes                   Yes                                    NAP
  183              No                    No                                     NAP
  184              Yes                   No                                     NAP
  185              No                    No                                     NAP
  186              No                    No                                     NAP
  187              No                    No                                     NAP
  188              No                    No                                     NAP
  189              No                    No                                     NAP
  190              Yes                   Yes                                    NAP
  191              No                    No                                     NAP
  192              Yes                   No                                     NAP
  193              Yes                   No                                     NAP
  194              No                    No                                     NAP
  195              No                    No                       Springing Debt Service Reserve
  196              No                    Yes                                    NAP
  197              No                    No                                     NAP
  198              Yes                   Yes                               Rent Reserve
  199              No                    No                                     NAP
  200              Yes                   No                                     NAP
  201              Yes                   Yes                              Rent-Up Reserve
  202              No                    No                                     NAP
  203              No                    Yes                                    NAP
  204              No                    No                                     NAP
  205              No                    No                                     NAP
  206              No                    No                                     NAP
  207              Yes                   No                                     NAP
  208              No                    No                                     NAP
  209              Yes                   No                                     NAP
  210              No                    No                                     NAP
  211              Yes                   No                                     NAP
  212              No                    No                                     NAP
  213              No                    No                                     NAP
  214              Yes                   Yes                                    NAP
  215              No                    No            Debt Service Reserve; Minimum Account Balance Reserve
  216              No                    No                                     NAP
  217              Yes                   No                                     NAP
  218              No                    No                                     NAP
  219              No                    No                           Real Estate Tax Reserve

  220              No                    No                                     NAP
  221              No                    No                             Ground Rent Reserve
  222              No                    No                                     NAP
  223              No                    No                                     NAP
  224              No                    No                                     NAP
  225              No                    No                                     NAP
  226              No                    Yes                                    NAP
  227              Yes                   Yes                                    NAP
  228              No                    Yes                                    NAP
  229              No                    No                       Immediate TI/Lost Rent Reserve
  230              No                    No                                     NAP
  231              No                    No                                     NAP
  232              Yes                   Yes                                    NAP
  233              No                    No                                     NAP
  234              No                    No                                     NAP
  235              No                    No                                     NAP
  236              Yes                   Yes                                    NAP
  237              No                    No                       Minimum Account Balance Reserve
  238              No                    No                                     NAP
  239              No                    No                                     NAP
  240              Yes                   No                                     NAP
  241              No                    Yes                                    NAP
  242              Yes                   Yes                                    NAP
  243              No                    Yes                                    NAP
  244              No                    No                                     NAP
  245              No                    Yes                                    NAP
  246              No                    No                                     NAP
  247              No                    No                                     NAP
  248              No                    No                                     NAP
  249              No                    No                                     NAP
  250              No                    No                                     NAP
  251              No                    No                                     NAP
  252              No                    No                                     NAP
  253              No                    No                                     NAP
  254              No                    No                                     NAP
  255              Yes                   Yes                              Tenant Reserve
  256              No                    No                                     NAP
  257              No                    Yes                              Tenant Reserve
  258              No                    No                                     NAP
  259              No                    No                                     NAP
  260              No                    No                                     NAP
  261              No                    No                                     NAP
  262              Yes                   No                           Flood Insurance Reserve
  263              No                    Yes                                    NAP
  264              No                    No                                     NAP
  265              No                    No                                     NAP
  266              Yes                   Yes                                    NAP
  267              No                    Yes                                    NAP
  268              No                    No                                     NAP

                  28.3%                 28.0%


-----------------------------------------------------------------------------------------------------------------------------------
                                                       INITIAL CAPITAL
MORTGAGE                 SPRINGING                  EXPENDITURE ESCROW    MONTHLY CAPITAL EXPENDITURE   CURRENT CAPITAL EXPENDITURE
LOAN NO.           ESCROW DESCRIPTION(16)              REQUIREMENT(17)         ESCROW REQUIREMENT(18)            ESCROW BALANCE(19)
-----------------------------------------------------------------------------------------------------------------------------------

   1                     Insurance                              $9,413                         $9,413                       $37,676
   2                        None                                    $0                             $0                            $0

   3              RE Tax, Insurance, CapEx                          $0                             $0                            $0
   4              RE Tax, Insurance, CapEx                          $0                             $0                            $0
   5              RE Tax, Insurance, CapEx                          $0                             $0                            $0
   6              RE Tax, Insurance, CapEx                          $0                             $0                            $0
   7              RE Tax, Insurance, TI/LC                          $0                             $0                            $0
   8              RE Tax, Insurance, TI/LC                          $0                             $0                            $0
   9              RE Tax, Insurance, CapEx                          $0                             $0                            $0
   10             RE Tax, Insurance, CapEx                          $0                             $0                            $0

   11             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   12             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   13             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   14         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   15             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   16         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0

   17                    Insurance                             $47,780                        $47,780                      $149,490
   18                    Insurance                             $10,678                        $10,678                       $25,939
   19             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   20         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   21             RE Tax, Insurance, CapEx              $2,000,000 LOC                             $0                $2,000,000 LOC
   22                      CapEx                                    $0                             $0                            $0
   23                      TI/LC                                    $0                         $2,334                            $0
   24             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   25             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   26                      TI/LC                                    $0                             $0                            $0
   27         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   28                      TI/LC                                    $0                             $0                            $0
   29                       None                               $26,110                        $26,110                       $26,110
   30             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   31                       None                                    $0                             $0                            $0
   32                       None                                    $0                         $7,708                            $0
   33                      TI/LC                                $4,467                         $4,467                        $8,934
   34         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   35         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   36         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   37                       None                                    $0                             $0                            $0
   38         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0

   39             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   40             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   41                      TI/LC                                    $0                             $0                            $0
   42                       None                                    $0                             $0                            $0
   43                       None                                    $0                             $0                            $0
   44         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   45                RE Tax, Insurance                              $0                             $0                            $0
   46                       None                                    $0                             $0                            $0
   47             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   48                       None                                    $0                         $8,900                        $8,900

   49                       None                                    $0                             $0                            $0
   50                       None                                    $0                             $0                            $0
   51                       None                                    $0                             $0                            $0
   52                       None                                    $0                             $0                            $0
   53                       None                                    $0                             $0                            $0
   54                    Insurance                                  $0                         $1,497                            $0
   55         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   56         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   57                       None                                    $0                             $0                            $0
   58                       None                                    $0                         $8,850                        $8,850

   59         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   60         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   61         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   62         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   63         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   64         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   65         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   66         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0

   67                      TI/LC                                $1,672                         $1,672                        $6,690
   68                      TI/LC                                $1,638                         $1,638                        $6,551
   69                      TI/LC                                $1,638                         $1,638                        $6,551
   70                       None                              $404,908                        $11,296                      $404,908
   71                       None                                    $0                         $2,357                            $0
   72         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   73             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   74             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   75             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   76             RE Tax, Insurance, CapEx                          $0                             $0                            $0

   77         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   78         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   79         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   80         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   81         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   82         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   83         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   84             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   85             RE Tax, Insurance, CapEx                          $0                             $0                            $0

   86         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   87         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   88         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   89         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   90         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   91         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   92         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
   93                      TI/LC                                    $0                           $744                          $744
   94                       None                                    $0                             $0                            $0
   95         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
   96          Insurance, CapEx, TI/LC, Other                       $0                             $0                            $0
   97             RE Tax, Insurance, CapEx                          $0                             $0                            $0
   98                       None                                    $0   4% of Monthly Gross Revenues                            $0
   99                       None                                    $0                             $0                            $0
  100                    Insurance                                  $0                        $10,256                            $0
  101             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  102             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  103             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  104                    Insurance                                  $0                         $8,763                            $0
  105             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  106                       None                                $2,115                         $2,115                        $8,460
  107                RE Tax, Insurance                              $0                             $0                            $0
  108                 Insurance, CapEx                              $0                             $0                            $0
  109                       None                                    $0                         $1,011                            $0
  110                       None                                    $0                        $12,300                            $0
  111                       None                                    $0                             $0                            $0
  112         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  113             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  114                       None                                    $0                             $0                            $0
  115         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  116             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  117                       None                                    $0                         $1,363                        $4,089
  118                       None                              $158,036   4% of Monthly Gross Revenues                      $158,036
  119                       None                                    $0                         $9,444                            $0
  120         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  121                 Insurance, CapEx                              $0                             $0                            $0
  122             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  123                    Insurance                              $8,671                         $8,671                       $17,341
  124             RE Tax, Insurance, TI/LC                          $0                           $842                          $842
  125                       None                                $7,889                         $7,889                       $15,777

  126                      TI/LC                                    $0                            $80                            $0
  127                      TI/LC                                    $0                            $80                            $0
  128                      TI/LC                                    $0                            $94                            $0
  129                      TI/LC                                    $0                            $80                            $0
  130                      TI/LC                                    $0                            $88                            $0
  131                      TI/LC                                    $0                            $79                            $0
  132                      TI/LC                                    $0                            $79                            $0
  133                      TI/LC                                    $0                            $75                            $0
  134                      TI/LC                                    $0                            $80                            $0
  135                      TI/LC                                    $0                            $80                            $0
  136             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  137             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  138             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  139                      Other                                    $0                           $352                            $0
  140             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  141             RE Tax, Insurance, Other                          $0                             $0                            $0
  142         RE Tax, Insurance, CapEx, Other                 $200,000                             $0                      $200,452
  143                       None                                    $0                             $0                            $0
  144             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  145             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  146                RE Tax, Insurance                              $0                             $0                            $0
  147             RE Tax, Insurance, TI/LC                          $0                           $167                            $0
  148                      TI/LC                                    $0                             $0                            $0
  149             RE Tax, Insurance, Other                          $0                         $2,957                            $0
  150                       None                                    $0                             $0                            $0
  151                 Insurance, CapEx                              $0                             $0                            $0
  152             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  153             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  154                      TI/LC                                    $0                             $0                            $0
  155             RE Tax, Insurance, TI/LC                          $0                         $1,036                        $1,036

  156             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  157             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  158             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  159             RE Tax, Insurance, Other                          $0                         $1,017                            $0
  160                       None                                    $0                             $0                            $0
  161                       None                                    $0                         $1,771                            $0
  162                      TI/LC                                    $0                           $590                            $0
  163         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  164             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  165             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  166                       None                                    $0                             $0                            $0
  167                       None                                    $0                         $7,081                            $0
  168                      TI/LC                                    $0                           $115                            $0
  169                    Insurance                                  $0                           $152                            $0
  170             RE Tax, Insurance, TI/LC                          $0                             $0                            $0
  171                       None                                    $0                           $557                            $0
  172                   TI/LC, Other                                $0                           $133                          $133
  173             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  174               RE Tax, CapEx, TI/LC                            $0                             $0                            $0
  175                   CapEx, TI/LC                                $0                             $0                            $0
  176             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  177             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  178                RE Tax, Insurance                              $0                             $0                            $0
  179             RE Tax, Insurance, TI/LC                          $0                             $0                            $0
  180                      TI/LC                                    $0                           $190                        $1,332
  181         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  182                       None                                  $473                           $473                          $473
  183             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  184                RE Tax, Insurance                              $0                           $625                            $0
  185                 Insurance, CapEx                              $0                             $0                            $0
  186             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  187                       None                                    $0                             $0                            $0
  188             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  189             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  190                      TI/LC                                    $0                           $117                          $117
  191                       None                                    $0                             $0                            $0
  192                       None                                    $0                         $2,603                        $2,603
  193                       None                                    $0                           $888                        $1,776
  194                   CapEx, TI/LC                                $0                             $0                            $0
  195         RE Tax, Insurance, CapEx, Other                       $0                             $0                            $0
  196               CapEx, TI/LC, Other                             $0                             $0                            $0
  197                 Insurance, TI/LC                              $0                             $0                            $0
  198                       None                                    $0                           $285                          $570
  199             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  200                      TI/LC                                    $0                           $492                            $0
  201                       None                                    $0                           $149                            $0
  202             Insurance, CapEx, TI/LC                           $0                             $0                            $0
  203             RE Tax, Insurance, TI/LC                          $0                             $0                            $0
  204             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  205         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  206                       None                                    $0                             $0                            $0
  207                       None                                    $0                         $1,020                            $0
  208      RE Tax, Insurance, CapEx, TI/LC, Other                   $0                             $0                            $0
  209                       None                                    $0                         $1,275                            $0
  210                RE Tax, Insurance                              $0                             $0                            $0
  211                       None                                $1,438                         $1,438                        $1,438
  212                       None                                    $0                             $0                            $0
  213                RE Tax, Insurance                              $0                             $0                            $0
  214                      TI/LC                                    $0                           $256                            $0
  215                RE Tax, Insurance                              $0                             $0                            $0
  216             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  217                RE Tax, Insurance                            $378                           $378                          $755
  218             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  219                       None                                    $0                             $0                            $0

  220             RE Tax, Insurance, TI/LC                          $0                             $0                            $0
  221         RE Tax, Insurance, TI/LC, Other                       $0                             $0                            $0
  222                      TI/LC                                    $0                             $0                            $0
  223             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  224                      TI/LC                                    $0                             $0                            $0
  225         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  226                   CapEx, Other                                $0                             $0                            $0
  227             Insurance, Environmental                         $88                            $88                           $88
  228                       None                                    $0                             $0                            $0
  229                   CapEx, TI/LC                                $0                             $0                            $0
  230                 Insurance, CapEx                              $0                             $0                            $0
  231                       None                                    $0                             $0                            $0
  232                    Insurance                                  $0                           $234                            $0
  233                       None                                    $0                             $0                            $0
  234                      TI/LC                                    $0                             $0                            $0
  235                RE Tax, Insurance                              $0                             $0                            $0
  236             RE Tax, Insurance, TI/LC                          $0                           $240                          $480
  237                RE Tax, Insurance                              $0                             $0                            $0
  238             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  239                   CapEx, TI/LC                                $0                             $0                            $0
  240                       None                                    $0                           $613                        $1,225
  241                 Insurance, TI/LC                              $0                             $0                            $0
  242                       None                                    $0                           $354                            $0
  243                       None                                    $0                             $0                            $0
  244                       None                                    $0                             $0                            $0
  245                       None                                    $0                             $0                            $0
  246             RE Tax, Insurance, TI/LC                          $0                             $0                            $0
  247                      TI/LC                                    $0                             $0                            $0
  248             RE Tax, Insurance, CapEx                          $0                             $0                            $0
  249         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  250                      TI/LC                                    $0                             $0                            $0
  251                      TI/LC                                    $0                             $0                            $0
  252                       None                                    $0                             $0                            $0
  253                RE Tax, Insurance                              $0                             $0                            $0
  254                       None                                    $0                             $0                            $0
  255                      TI/LC                                    $0                           $136                            $0
  256                       None                                    $0                             $0                            $0
  257                      CapEx                                    $0                             $0                            $0
  258         RE Tax, Insurance, CapEx, TI/LC                       $0                             $0                            $0
  259      RE Tax, Insurance, CapEx, TI/LC, Other                   $0                             $0                            $0
  260                       None                                    $0                             $0                            $0
  261                      TI/LC                                    $0                             $0                            $0
  262             RE Tax, Insurance, TI/LC                          $0                            $65                            $0
  263                       None                                    $0                             $0                            $0
  264                       None                                    $0                             $0                            $0
  265                      TI/LC                                    $0                             $0                            $0
  266                      TI/LC                                    $0                            $39                            $0
  267                      TI/LC                                    $0                             $0                            $0
  268                      TI/LC                                    $0                             $0                            $0

                                                            $2,887,390                       $238,435                    $3,108,365


-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE            INITIAL TI/LC            MONTHLY TI/LC        CURRENT TI/LC   ENVIRONMENTAL        INTEREST
LOAN NO.   ESCROW REQUIREMENT(20)   ESCROW REQUIREMENT(21)   ESCROW BALANCE(22)     INSURANCE       ACCRUAL METHOD   SEASONING(23)
-----------------------------------------------------------------------------------------------------------------------------------

   1                           $0                       $0                   $0         No            Actual/360           4
   2                  $13,649,873                       $0             $528,501         No              30/360            42

   3                           $0                       $0                   $0         No              30/360             3
   4                           $0                       $0                   $0         No              30/360             3
   5                           $0                       $0                   $0         No              30/360             3
   6                           $0                       $0                   $0         No              30/360             3
   7                     $400,000                       $0             $400,000         No            Actual/360           2
   8                     $300,000                       $0             $300,000         No            Actual/360           2
   9                           $0                       $0                   $0         No              30/360             4
   10                          $0                       $0                   $0         No            Actual/360           1

   11                          $0                       $0                   $0         No              30/360             4
   12                          $0                       $0                   $0         No              30/360             4
   13                          $0                       $0                   $0         No            Actual/360           2
   14                          $0                       $0                   $0         No            Actual/360           2
   15                          $0                       $0                   $0         No            Actual/360           1
   16                          $0                       $0                   $0         No            Actual/360           1

   17                          $0                       $0                   $0         No            Actual/360           3
   18                          $0                       $0                   $0         No            Actual/360           3
   19                          $0                       $0                   $0         No              30/360             4
   20                          $0                       $0                   $0         No            Actual/360           2
   21                          $0                       $0                   $0         No            Actual/360           4
   22                          $0                       $0                   $0         No            Actual/360           1
   23                          $0                   $5,478                   $0         No            Actual/360           1
   24                          $0                       $0                   $0         No            Actual/360           2
   25                          $0                       $0                   $0         No            Actual/360           2
   26                          $0                       $0                   $0         No            Actual/360           0
   27                          $0                       $0                   $0         No            Actual/360           0
   28                    $695,500                       $0             $695,500         No            Actual/360           0
   29                          $0                       $0                   $0         No            Actual/360           1
   30                          $0                       $0                   $0         No              30/360             4
   31                          $0                       $0                   $0         No              30/360             0
   32                          $0                       $0                   $0         No            Actual/360           1
   33                     $10,000                  $10,000              $20,000         No            Actual/360           2
   34                          $0                       $0                   $0         No            Actual/360           2
   35                          $0                       $0                   $0         No            Actual/360           0
   36                          $0                       $0                   $0         No            Actual/360           0
   37                          $0                       $0                   $0         No            Actual/360           1
   38                          $0                       $0                   $0         No            Actual/360           0

   39                          $0                       $0                   $0         No              30/360             4
   40                          $0                       $0                   $0         No              30/360             4
   41                          $0                       $0                   $0         No            Actual/360           1
   42                    $150,000                       $0             $150,000         No            Actual/360           1
   43                     $93,920                       $0              $93,920         No            Actual/360           0
   44                          $0                       $0                   $0         No            Actual/360           0
   45                          $0                       $0                   $0         No              30/360             1
   46                          $0                       $0                   $0         No              30/360            54
   47                          $0                       $0                   $0         No            Actual/360           1
   48                          $0                       $0                   $0         No            Actual/360           2

   49                          $0                       $0                   $0         No            Actual/360           1
   50                          $0                       $0                   $0         No            Actual/360           1
   51                          $0                       $0                   $0         No            Actual/360           1
   52                          $0                       $0                   $0         No            Actual/360           1
   53                          $0                       $0                   $0         No            Actual/360           1
   54                          $0                   $7,484                   $0         No            Actual/360           0
   55                          $0                       $0                   $0         No            Actual/360           0
   56                          $0                       $0                   $0         No            Actual/360           2
   57                    $500,000                       $0             $500,000         No            Actual/360           1
   58                          $0                       $0                   $0         No            Actual/360           2

   59                          $0                       $0                   $0         No            Actual/360           2
   60                          $0                       $0                   $0         No            Actual/360           2
   61                          $0                       $0                   $0         No            Actual/360           2
   62                          $0                       $0                   $0         No            Actual/360           2
   63                          $0                       $0                   $0         No            Actual/360           2
   64                          $0                       $0                   $0         No            Actual/360           2
   65                          $0                       $0                   $0         No            Actual/360           2
   66                          $0                       $0                   $0         No            Actual/360           2

   67                    $338,000                       $0             $338,000         No            Actual/360           4
   68                    $331,000                       $0             $331,000         No            Actual/360           4
   69                    $331,000                       $0             $331,000         No            Actual/360           4
   70                          $0                       $0                   $0         No            Actual/360           1
   71                    $180,000                   $4,375             $180,000         No            Actual/360           0
   72                          $0                       $0                   $0         No            Actual/360           0
   73                          $0                       $0                   $0         No            Actual/360           2
   74                          $0                       $0                   $0         No              30/360             5
   75                          $0                       $0                   $0         No              30/360             3
   76                          $0                       $0                   $0         No            Actual/360           2

   77                          $0                       $0                   $0         No            Actual/360           2
   78                          $0                       $0                   $0         No            Actual/360           2
   79                          $0                       $0                   $0         No            Actual/360           2
   80                          $0                       $0                   $0         No            Actual/360           2
   81                          $0                       $0                   $0         No            Actual/360           2
   82                          $0                       $0                   $0         No            Actual/360           2
   83                          $0                       $0                   $0         No            Actual/360           2
   84                          $0                       $0                   $0         No            Actual/360           1
   85                          $0                       $0                   $0         No            Actual/360           3

   86                          $0                       $0                   $0         No            Actual/360           2
   87                          $0                       $0                   $0         No            Actual/360           2
   88                          $0                       $0                   $0         No            Actual/360           2
   89                          $0                       $0                   $0         No            Actual/360           2
   90                          $0                       $0                   $0         No            Actual/360           2
   91                          $0                       $0                   $0         No            Actual/360           2
   92                          $0                       $0                   $0         No            Actual/360           2
   93                          $0                       $0                   $0         No            Actual/360           3
   94                          $0                   $5,000                   $0         No            Actual/360           1
   95                          $0                       $0                   $0         No            Actual/360           0
   96                          $0                   $7,500                   $0         No            Actual/360           2
   97                          $0                       $0                   $0         No            Actual/360           3
   98                          $0                       $0                   $0         No            Actual/360           1
   99                          $0                  $11,111                   $0         No              30/360            76
  100                          $0                       $0                   $0         No            Actual/360           1
  101                          $0                       $0                   $0         No              30/360             1
  102                          $0                       $0                   $0         No            Actual/360           1
  103                          $0                       $0                   $0         No              30/360             4
  104                          $0                       $0                   $0         No            Actual/360           1
  105                          $0                       $0                   $0         No              30/360             4
  106                    $500,000                   $8,333             $526,337         No            Actual/360           4
  107                          $0                       $0                   $0         No            Actual/360           2
  108                          $0                       $0                   $0         No            Actual/360           2
  109                          $0                       $0                   $0         No            Actual/360           2
  110                          $0                       $0                   $0         No            Actual/360           1
  111                          $0                       $0                   $0         No            Actual/360           0
  112                          $0                       $0                   $0         No            Actual/360           3
  113                          $0                       $0                   $0         No              30/360             1
  114                          $0                       $0                   $0         No              30/360             3
  115                          $0                       $0                   $0         No            Actual/360           1
  116                    $300,000                       $0             $303,320         No            Actual/360           3
  117                    $385,000                       $0             $611,548         No            Actual/360           4
  118                          $0                       $0                   $0         No            Actual/360           2
  119                          $0                       $0                   $0         No            Actual/360           1
  120                          $0                       $0                   $0         No            Actual/360           0
  121                          $0                       $0                   $0  Yes - Individual     Actual/360           4
  122                          $0                       $0                   $0         No            Actual/360           2
  123                          $0                       $0                   $0         No            Actual/360           2
  124                          $0                       $0                   $0         No            Actual/360           3
  125                          $0                       $0                   $0         No            Actual/360           2

  126                          $0                     $400                   $0         No            Actual/360           2
  127                          $0                     $402                   $0         No            Actual/360           2
  128                          $0                     $469                   $0         No            Actual/360           2
  129                          $0                     $400                   $0         No            Actual/360           2
  130                          $0                     $438                   $0         No            Actual/360           2
  131                          $0                     $392                   $0         No            Actual/360           2
  132                          $0                     $395                   $0         No            Actual/360           2
  133                          $0                     $375                   $0         No            Actual/360           2
  134                          $0                     $400                   $0         No            Actual/360           2
  135                          $0                     $400                   $0         No            Actual/360           2
  136                          $0                       $0                   $0         No            Actual/360           1
  137                          $0                       $0                   $0         No            Actual/360           1
  138                          $0                       $0                   $0         No            Actual/360           2
  139                          $0                       $0                   $0         No            Actual/360           1
  140                          $0                       $0                   $0         No            Actual/360           1
  141                          $0                       $0                   $0         No            Actual/360           3
  142                          $0                       $0                   $0         No            Actual/360           1
  143                          $0                   $2,370               $2,370         No            Actual/360           2
  144                          $0                       $0                   $0         No            Actual/360           3
  145                          $0                       $0                   $0         No            Actual/360           3
  146                          $0                       $0                   $0         No            Actual/360           3
  147                          $0                     $445                   $0         No            Actual/360           2
  148                          $0                       $0                   $0         No            Actual/360           1
  149                          $0                       $0                   $0         No            Actual/360           2
  150                          $0                       $0                   $0         No            Actual/360           2
  151                          $0                       $0                   $0         No            Actual/360           2
  152                          $0                       $0                   $0         No            Actual/360           0
  153                          $0                       $0                   $0         No            Actual/360           2
  154                          $0                       $0                   $0         No            Actual/360           1
  155                          $0                       $0                   $0         No            Actual/360           2

  156                          $0                       $0                   $0         No            Actual/360           2
  157                          $0                       $0                   $0         No            Actual/360           2
  158                          $0                       $0                   $0         No            Actual/360           2
  159                          $0                       $0                   $0         No            Actual/360           2
  160                          $0                       $0                   $0         No            Actual/360           1
  161                          $0                       $0                   $0         No            Actual/360           1
  162                          $0                   $1,862                   $0         No            Actual/360           2
  163                          $0                       $0                   $0         No            Actual/360           3
  164                          $0                       $0                   $0         No            Actual/360           3
  165                          $0                       $0                   $0         No            Actual/360           3
  166                $285,000 LOC                       $0         $285,000 LOC         No            Actual/360           1
  167                          $0                       $0                   $0         No            Actual/360           1
  168                          $0                       $0                   $0         No            Actual/360           1
  169                          $0                     $949                   $0         No            Actual/360           0
  170                          $0                       $0                   $0         No            Actual/360           3
  171                          $0                       $0                   $0    Yes - Group        Actual/360           1
  172                          $0                   $1,500               $1,500         No            Actual/360           3
  173                          $0                       $0                   $0         No            Actual/360           1
  174                    $160,076                       $0             $160,076         No            Actual/360           0
  175                          $0                       $0                   $0         No            Actual/360           1
  176                          $0                       $0                   $0         No            Actual/360           3
  177                          $0                       $0                   $0         No            Actual/360           3
  178                          $0                       $0                   $0         No            Actual/360           0
  179                          $0                       $0                   $0    Yes - Group        Actual/360           1
  180                          $0                       $0                   $0         No            Actual/360           8
  181                          $0                       $0                   $0         No            Actual/360           2
  182                      $4,167                   $4,167               $4,167         No            Actual/360           1
  183                          $0                       $0                   $0         No            Actual/360           2
  184                          $0                       $0                   $0         No            Actual/360           2
  185                          $0                       $0                   $0         No            Actual/360           2
  186                          $0                       $0                   $0         No              30/360             1
  187                          $0                       $0                   $0         No            Actual/360           1
  188                          $0                       $0                   $0         No            Actual/360           3
  189                          $0                       $0                   $0         No            Actual/360           1
  190                          $0                     $833                 $833         No            Actual/360           3
  191                          $0                       $0                   $0         No            Actual/360           0
  192                          $0                       $0                   $0    Yes - Group        Actual/360           2
  193                          $0                       $0                   $0         No            Actual/360           4
  194                          $0                       $0                   $0         No            Actual/360           3
  195                          $0                       $0                   $0         No            Actual/360           2
  196                          $0                   $3,571                   $0         No            Actual/360           2
  197                          $0                       $0                   $0         No            Actual/360           1
  198                    $362,459                   $1,739             $364,713    Yes - Group        Actual/360           3
  199                          $0                       $0                   $0         No            Actual/360           2
  200                          $0                       $0                   $0    Yes - Group        Actual/360           0
  201                          $0                     $929                   $0    Yes - Group        Actual/360           1
  202                          $0                       $0                   $0         No            Actual/360           1
  203                     $75,000                   $2,083              $77,109         No            Actual/360           3
  204                          $0                       $0                   $0         No            Actual/360           2
  205                          $0                       $0                   $0    Yes - Group        Actual/360           1
  206                          $0                       $0                   $0         No            Actual/360           1
  207                          $0                       $0                   $0    Yes - Group        Actual/360           0
  208                          $0                       $0                   $0         No            Actual/360           2
  209                          $0                       $0                   $0         No            Actual/360           1
  210                          $0                       $0                   $0    Yes - Group        Actual/360           1
  211                          $0                       $0                   $0         No            Actual/360           1
  212                          $0                       $0                   $0         No            Actual/360           8
  213                          $0                       $0                   $0    Yes - Group        Actual/360           1
  214                     $75,000                   $2,000              $75,000         No            Actual/360           1
  215                          $0                       $0                   $0    Yes - Group        Actual/360           1
  216                          $0                       $0                   $0    Yes - Group        Actual/360           2
  217                          $0                       $0                   $0         No            Actual/360           2
  218                          $0                       $0                   $0         No            Actual/360           2
  219                          $0                       $0                   $0         No            Actual/360           1

  220                          $0                       $0                   $0         No            Actual/360           1
  221                          $0                       $0                   $0         No            Actual/360           1
  222                          $0                       $0                   $0         No            Actual/360           2
  223                          $0                       $0                   $0         No            Actual/360           2
  224                          $0                       $0                   $0         No            Actual/360           3
  225                          $0                       $0                   $0         No            Actual/360           3
  226                          $0                   $1,667               $5,004         No            Actual/360           5
  227                        $589                     $589                 $589         No            Actual/360           2
  228                     $92,500                       $0              $92,814         No            Actual/360           2
  229                          $0                       $0                   $0         No            Actual/360           4
  230                          $0                       $0                   $0         No            Actual/360           1
  231                          $0                       $0                   $0         No            Actual/360           0
  232                          $0                   $1,837                   $0         No            Actual/360           1
  233                          $0                       $0                   $0         No            Actual/360           2
  234                          $0                       $0                   $0         No            Actual/360           2
  235                          $0                       $0                   $0         No            Actual/360           0
  236                          $0                   $1,201               $2,402         No            Actual/360           4
  237                          $0                       $0                   $0    Yes - Group        Actual/360           1
  238                          $0                       $0                   $0         No            Actual/360           3
  239                          $0                       $0                   $0         No            Actual/360           2
  240                          $0                       $0                   $0    Yes - Group        Actual/360           3
  241                     $39,150                       $0              $39,150    Yes - Group        Actual/360           1
  242                          $0                     $625                   $0         No            Actual/360           0
  243                     $35,000                       $0              $35,000         No            Actual/360           2
  244                          $0                       $0                   $0         No            Actual/360           2
  245                     $25,000                   $1,100              $25,000         No            Actual/360           0
  246                          $0                       $0                   $0         No            Actual/360           4
  247                          $0                       $0                   $0         No            Actual/360           2
  248                          $0                       $0                   $0         No            Actual/360           1
  249                          $0                       $0                   $0         No            Actual/360           4
  250                          $0                       $0                   $0         No            Actual/360           1
  251                          $0                       $0                   $0         No            Actual/360           0
  252                          $0                       $0                   $0         No            Actual/360           1
  253                          $0                       $0                   $0         No            Actual/360           3
  254                          $0                       $0                   $0         No            Actual/360           0
  255                          $0                     $814                   $0         No            Actual/360           1
  256                          $0                       $0                   $0         No            Actual/360           2
  257                          $0                     $738                 $738         No            Actual/360           3
  258                          $0                       $0                   $0         No            Actual/360           1
  259                          $0                       $0                   $0         No            Actual/360           6
  260                          $0                       $0                   $0         No            Actual/360           1
  261                          $0                       $0                   $0         No            Actual/360           1
  262                          $0                       $0                   $0         No            Actual/360           3
  263                     $50,000                       $0              $50,000         No            Actual/360           1
  264                          $0                       $0                   $0         No            Actual/360           1
  265                          $0                       $0                   $0         No            Actual/360           1
  266                          $0                     $258                   $0         No            Actual/360           3
  267                     $14,000                       $0              $14,000         No            Actual/360           2
  268                          $0                       $0                   $0         No            Actual/360           1

                      $19,382,233                  $94,629           $6,544,592


-------------------------------------------------------------------------------
                    PREPAYMENT CODE(24)
MORTGAGE   -------------------------------------       YM        ADMINISTRATIVE
LOAN NO.   LO   DEF   DEF/YM1.00   YM1.00   OPEN   FORMULA(25)   COST RATE(26)
-------------------------------------------------------------------------------

   1       28   148                           4                      3.090
   2       59                        58       3         A            2.090

   3       35                        83       2         B            3.090
   4       35                        83       2         B            3.090
   5       35                        83       2         B            3.090
   6       35                        83       2         B            3.090
   7       26   90                            4                      4.090
   8       26   90                            4                      4.090
   9       35                        23       2         B            3.090
   10      25   93                            2                      3.090

   11      35                        23       2         B            3.090
   12      35                        23       2         B            3.090
   13      26   90                            4                      3.090
   14      26             87                  7         C            3.090
   15      25             91                  4         D            2.090
   16      25             88                  7         C            3.090

   17      27   31                            2                      5.090
   18      27   31                            2                      5.090
   19      35                        23       2         B            3.090
   20      26   90                            4                      3.090
   21      28   37                            7                      2.090
   22      25   58                           37                      3.090
   23      35   81                            4                      8.090
   24      26   93                            1                      3.090
   25      26   90                            4                      3.090
   26      24   94                            2                      3.090
   27      11             92         13       4         C            3.090
   28      24             93                  3         E            3.090
   29      25   93                            2                      3.090
   30      35                        23       2         B            3.090
   31      24                        92       4         E            3.090
   32      35   21                            4                      3.090
   33      26   93                            1                      3.090
   34      26   90                            4                      2.090
   35      11             92         13       4         C            3.090
   36      11             92         13       4         C            3.090
   37      13                        103      4         E            3.090
   38      11             92         13       4         C            3.090

   39      35                        23       2         B            3.090
   40      35                        23       2         B            3.090
   41                     34         25      25         E            3.090
   42      25   93                            2                      3.090
   43      24   94                            2                      3.090
   44      11             92         13       4         C            3.090
   45      35                        83       2         B            3.090
   46      35                        81       4         A            2.090
   47      25             91                  4         F            2.090
   48      35   81                            4                      3.090

   49      35             81                  4         C            3.090
   50      35             81                  4         C            3.090
   51      35             81                  4         C            3.090
   52      35             81                  4         C            3.090
   53      35             81                  4         C            3.090
   54      24   92                            4                      2.090
   55      11             92         13       4         C            3.090
   56      26   92                            2                      3.090
   57      25   91                            4                      3.090
   58      35   81                            4                      3.090

   59      26   90                            4                      3.090
   60      26   90                            4                      3.090
   61      26   90                            4                      3.090
   62      26   90                            4                      3.090
   63      26   90                            4                      3.090
   64      26   90                            4                      3.090
   65      26   90                            4                      3.090
   66      26   90                            4                      3.090

   67      28   91                            1                      3.090
   68      28   91                            1                      3.090
   69      28   91                            1                      3.090
   70      35   83                            2                      3.090
   71      24   94                            2                      3.090
   72      11             92         13       4         C            3.090
   73      26   93                            1                      3.090
   74      35                        47       2         B            3.090
   75      35                        47       2         B            3.090
   76      26   93                            1                      3.090

   77      26   90                            4                      3.090
   78      26   90                            4                      3.090
   79      26   90                            4                      3.090
   80      26   90                            4                      3.090
   81      26   90                            4                      3.090
   82      26   90                            4                      3.090
   83      26   90                            4                      3.090
   84      24             90          1       5         I            2.090
   85      27                        89       4         G            2.090

   86      26   90                            4                      3.090
   87      26   90                            4                      3.090
   88      26   90                            4                      3.090
   89      26   90                            4                      3.090
   90      26   90                            4                      3.090
   91      26   90                            4                      3.090
   92      26   90                            4                      3.090
   93      27   89                            4                      2.090
   94      25   93                            2                      3.090
   95      11             92         13       4         C            3.090
   96      26                        87       7         I            12.090
   97      27   86                            7                      7.090
   98      35   81                            4                      3.090
   99      59                        58       3         A            8.821
  100      25   93                            2                      3.090
  101      35                        23       2         B            3.090
  102      24             90          1       5         I            2.090
  103      35                        23       2         B            3.090
  104      25   93                            2                      3.090
  105      35                        23       2         B            3.090
  106      28   91                            1                      3.090
  107      26   90                            4                      7.090
  108      35                        81       4         C            3.090
  109      26   90                            4                      2.090
  110      25   93                            2                      3.090
  111      24   93                            3                      3.090
  112      27   29                            4                      2.090
  113      35                        23       2         B            3.090
  114      15                        67       2         E            3.090
  115      25                        101      4         H            2.090
  116      27   91                            2                      5.090
  117      28             88                  4         C            3.090
  118      35   81                            4                      3.090
  119      35   81                            4                      3.090
  120      11             92         13       4         C            3.090
  121      28   88                            4                      2.090
  122      25             89          1       5         I            2.090
  123      26   91                            3                      3.090
  124      27   68                           25                      2.090
  125      26   93                            1                      7.090

  126      26   90                            4                      2.090
  127      26   90                            4                      2.090
  128      26   90                            4                      2.090
  129      26   90                            4                      2.090
  130      26   90                            4                      2.090
  131      26   90                            4                      2.090
  132      26   90                            4                      2.090
  133      26   90                            4                      2.090
  134      26   90                            4                      2.090
  135      26   90                            4                      2.090
  136      24             90          1       5         I            2.090
  137      25   91                            4                      3.090
  138      26   90                            4                      3.090
  139      25   91                            4                      2.090
  140      24             90          1       5         I            2.090
  141      27   89                            4                      2.090
  142      25   91                            4                      3.090
  143      26                        92       2         J            3.090
  144      27   82                            4                      3.090
  145      27   82                            4                      3.090
  146                                116      4         K            2.090
  147      26                         9      25         H            2.090
  148      25   93                            2                      3.090
  149      26   90                            4                      2.090
  150      26                        90       4         H            7.090
  151      35                        81       4         C            3.090
  152      24   95                            1                      3.090
  153                                119      1         L            3.090
  154      25   93                            2                      3.090
  155      26   90                            4                      3.090

  156      26   90                            4                      3.090
  157      26   90                            4                      3.090
  158      26   90                            4                      3.090
  159      26   90                            4                      2.090
  160      35                        83       2         C            3.090
  161      25   91                            4                      2.090
  162      26   90                            4                      2.090
  163      27   31                            2                      3.090
  164      27   29                            4                      3.090
  165      27   29                            4                      3.090
  166      25                        91       4         J            3.090
  167      25   88                            7                      2.090
  168      25   93                            2                      3.090
  169      24   92                            4                      2.090
  170      59                        57       4         K            2.090
  171      35   83                            2                      3.090
  172      27   89                            4                      2.090
  173      25   92                            3                      3.090
  174      24   92                            4                      2.090
  175      25                        55       4         H            2.090
  176      27   29                            4                      3.090
  177      27   29                            4                      3.090
  178      24                        92       4         M            3.090
  179      35   81                            4                      3.090
  180      35   81                            4                      3.090
  181      26   90                            4                      2.090
  182      25   94                            1                      3.090
  183      25             89          1       5         I            2.090
  184      26   90                            4                      2.090
  185      26   87                            7                      2.090
  186      35                        47       2         B            3.090
  187      25                        91       4         J            3.090
  188      27   89                            4                      3.090
  189      25                        91       4         N            2.090
  190      27   89                            4                      9.090
  191      24                        94       2         J            3.090
  192      35             81                  4         C            3.090
  193      11                        24      25         K            2.090
  194      27   89                            4                      2.090
  195      26   90                            4                      3.090
  196      26   90                            4                      2.090
  197      35   81                            4                      3.090
  198      35   81                            4                      3.090
  199      26   33                           61                      2.090
  200      35   81                            4                      8.090
  201      35   81                            4                      8.090
  202      25                        91       4         N            2.090
  203      27   89                            4                      2.090
  204      26   90                            4                      3.090
  205      35   83                            2                      3.090
  206      25                        93       2         J            3.090
  207      35             81                  4         C            3.090
  208      26   89                            5                      2.090
  209      25                        91       4         H            2.090
  210      35   81                            4                      3.090
  211      25   94                            1                      3.090
  212      35   81                            4                      3.090
  213      35             81                  4         C            10.090
  214      25   91                            4                      2.090
  215      35   81                            4                      3.090
  216      35   81                            4                      3.090
  217      26   93                            1                      3.090
  218      26   90                            4                      3.090
  219      25   153                           2                      7.090

  220      25             90                  5         O            3.090
  221      25             90                  5         O            3.090
  222      26                        91       3         J            3.090
  223      26   90                            4                      3.090
  224      27                        91       2         J            3.090
  225      27   89                            4                      2.090
  226      29   87                            4                      12.090
  227      26                        90       4         P            3.090
  228      26                        91       3         E            3.090
  229      28   88                            4                      11.090
  230      25   91                            4                      3.090
  231      24                        94       2         J            3.090
  232      25             92                  3         C            3.090
  233      26                        92       2         J            3.090
  234      26                        92       2         J            3.090
  235      24                        92       4         Q            3.090
  236      28   88                            4                      2.090
  237      35   81                            4                      4.090
  238      27             91                  2         R            3.090
  239      26             90                  4         H            2.090
  240      35   81                            4                      3.090
  241      35             81                  4         C            3.090
  242      35             81                  4         C            3.090
  243      26                        92       2         E            3.090
  244      26                        92       2         J            3.090
  245      24                        94       2         J            3.090
  246      28                        88       4         G            2.090
  247      26                        92       2         J            3.090
  248      25   91                            4                      3.090
  249      28             52                  4         S            2.090
  250      25                        93       2         J            3.090
  251      24                        92       4         E            3.090
  252      23                        93       4         J            3.090
  253      27   89                            4                      2.090
  254      24                        94       2         J            3.090
  255      25   91                            4                      2.090
  256      26                        90       4         H            2.090
  257      27   89                            4                      2.090
  258      25   91                            4                      2.090
  259      30   83                            7                      2.090
  260      25                        93       2         J            3.090
  261      25                        91       4         J            3.090
  262      27   89                            4                      2.090
  263      25                        93       2         J            3.090
  264      25                        91       4         J            3.090
  265      25                        91       4         J            3.090
  266      27   89                            4                      2.090
  267      24                        93       3         J            3.090
  268      25                        93       2         E            3.090

                                  APPENDIX III








































APPENDIX III
CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED HOUSING COMMUNITY
LOANS



------------------------------------------------------------------------------------------------------------------------------------
                                                                                            % OF                     % OF APPLICABLE
MORTGAGE     CMSA         CMSA          MORTGAGE                                        INITIAL POOL    LOAN GROUP      LOAN GROUP
LOAN NO.   LOAN NO.   PROPERTY NO.   LOAN SELLER(1)   PROPERTY NAME(2)                    BALANCE      (ONE OR TWO)      BALANCE
------------------------------------------------------------------------------------------------------------------------------------

   15         11         11-001           MSMCH       Tysons Glen                           1.5%             2            13.9%
   22         17         17-001          PCF II       Townline Townhomes                    1.2%             2            11.6%
   32         27         27-001            WFB        The Reserve at the Fountains          1.0%             2             9.0%
   45         39         39-001           BSCMI       The Fields Apartment Homes            0.7%             2             6.5%
   47         41         41-001           MSMCH       Stuart Woods                          0.6%             2             5.9%
   48         42         42-001            WFB        Jillian Square Apartments             0.6%             2             5.9%
   58         48         48-001            WFB        Sophie Plaza Apartments               0.6%             2             5.4%
   84         59         59-001           MSMCH       1400 Midvale Court                    0.5%             2             4.7%
   85         60         60-001           MSMCH       Birchwood Towers Cooperative          0.5%             1             0.5%
   102        71         71-001           MSMCH       1441 Midvale Tower                    0.4%             2             3.9%
   108        77         77-001            WFB        Belleville Manor                      0.4%             2             3.5%
   111        80         80-001          PCF II       Cameron Apartments                    0.3%             2             3.1%
   121        90         90-001           MSMCH       Franklin Manor Apartments             0.3%             2             2.8%
   122        91         91-001           MSMCH       The Hilgard                           0.3%             2             2.8%
   136        96         96-001           MSMCH       Park Rochester Towers                 0.3%             2             2.5%
   140        100        100-001          MSMCH       Ashton Towers                         0.3%             2             2.4%
   151        111        111-001           WFB        Mason Manor                           0.2%             2             2.2%
   161        119        119-001          MSMCH       Harmony Crossing Apartments           0.2%             2             1.9%
   183        141        141-001          MSMCH       Chateau Hilgard                       0.2%             2             1.5%
   189        147        147-001          MSMCH       890 West End Avenue Cooperative       0.1%             2             1.4%
   191        149        149-001         PCF II       Court Royal Apartments                0.1%             2             1.4%
   193        151        151-001          MSMCH       Aloha Mobile Home Park                0.1%             2             1.4%
   209        167        167-001          MSMCH       Spring Valley MHC & Apartments        0.1%             2             1.1%
   210        168        168-001           WFB        Highland Apartments                   0.1%             2             1.0%
   211        169        169-001          BSCMI       36 Arden Street                       0.1%             2             1.0%
   216        174        174-001           WFB        Woodview Village Apartments           0.1%             2             1.0%
   230        187        187-001           WFB        Livonia Apartments                    0.1%             2             0.9%
   240        197        197-001           WFB        Pinebrook Estates                     0.1%             2             0.8%
   264        221        221-001         PCF II       1546 Golden Gate Avenue               0.0%             2             0.5%

                                                      TOTALS AND WEIGHTED AVERAGES         11.1%


-----------------------------------------------------------------------------------------------------------------------

MORTGAGE      # OF      PROPERTY                         PROPERTY
LOAN NO.   PROPERTIES   TYPE                             SUB-TYPE                         STREET ADDRESS
-----------------------------------------------------------------------------------------------------------------------

   15           1       Multifamily                      Garden                           2250 Mohegan Drive
   22           1       Multifamily                      Garden                           2902 Aspen Circle
   32           1       Multifamily                      Garden                           10502 Fountain Lake Dr
   45           1       Multifamily                      Garden                           1333 Fenbrook Lane
   47           1       Multifamily                      Garden                           140 Laurel Way
   48           1       Multifamily                      Garden                           3000 Davis Road
   58           1       Multifamily                      Low Rise                         1721 University Avenue
   84           1       Multifamily                      Garden                           1400 Midvale Avenue
   85           1       Multifamily                      Cooperative                      102-10 66th Road
   102          1       Multifamily                      Low Rise                         1441 Midvale Avenue
   108          1       Manufactured Housing Community   Manufactured Housing Community   8701 Belleville Road
   111          1       Multifamily                      Garden                           5421 West Indian School Road
   121          1       Multifamily                      Garden                           114 Franklin Street
   122          1       Multifamily                      Low Rise                         972 Hilgard Avenue
   136          1       Multifamily                      Mid Rise                         10969 Rochester Avenue
   140          1       Multifamily                      Mid Rise                         10926 Ashton Avenue
   151          1       Manufactured Housing Community   Manufactured Housing Community   2179 Hull Road
   161          1       Multifamily                      Garden                           5905-6005 Trail Avenue NE
   183          1       Multifamily                      Mid Rise                         962 Hilgard Avenue
   189          1       Multifamily                      Cooperative                      890-898 West End Avenue
   191          1       Multifamily                      Garden                           1000 Royal Heights Road
   193          1       Manufactured Housing Community   Manufactured Housing Community   500 Miller Ave
   209          1       Manufactured Housing Community   Manufactured Housing Community   1001 Spring Valley Drive
   210          1       Multifamily                      Garden                           2600 Knollwood Court
   211          1       Multifamily                      Mid Rise                         36-44 Arden Street
   216          1       Multifamily                      Garden                           1000 and 1142 Northland Drive
   230          1       Multifamily                      Garden                           29200 Dardanella Street
   240          1       Manufactured Housing Community   Manufactured Housing Community   4486 Cherokee Drive
   264          1       Multifamily                      Garden                           1546 Golden Gate Avenue


--------------------------------------------------------------------------------------------------------------------------------
                                                                                     CUT-OFF DATE
MORTGAGE                                                               CUT-OFF DATE   BALANCE PER       NOTE       ORIGINAL TERM
LOAN NO.   CITY              COUNTY                 STATE   ZIP CODE    BALANCE(6)     UNIT ($)         DATE        TO MATURITY
--------------------------------------------------------------------------------------------------------------------------------

   15      Falls Church      Fairfax                 VA      22043      $40,000,000      $116,618    05/04/2007         120
   22      Blue Bell         Montgomery              PA      19422      $33,500,000      $104,688    05/24/2007         120
   32      Stafford          Fort Bend               TX      77477      $26,000,000       $70,270    05/31/2007         60
   45      Bloomington       Monroe                  IN      47401      $18,700,000       $65,614    05/08/2007         120
   47      Herndon           Fairfax                 VA      20170      $17,000,000       $70,833    05/04/2007         120
   48      Fairbanks         Fairbanks North Star    AK      99709      $17,000,000       $47,753    03/29/2007         120
   58      Fairbanks         Fairbanks North Star    AK      99709      $15,500,000       $43,785    04/02/2007         120
   84      Los Angeles       Los Angeles             CA      90024      $13,500,000      $184,932    05/09/2007         120
   85      Rego Park         Queens                  NY      11375      $13,267,959       $26,642    03/07/2007         120
   102     Los Angeles       Los Angeles             CA      90024      $11,200,000      $186,667    05/09/2007         120
   108     Belleville        Wayne                   MI      48111      $10,000,000       $27,933    04/05/2007         120
   111     Phoenix           Maricopa                AZ      85031       $9,000,000       $45,000    06/01/2007         120
   121     Morristown        Morris                  NJ      07960       $8,000,000       $57,143    02/22/2007         120
   122     Los Angeles       Los Angeles             CA      90024       $8,000,000      $181,818    05/01/2007         120
   136     Los Angeles       Los Angeles             CA      90024       $7,200,000      $189,474    05/09/2007         120
   140     Los Angeles       Los Angeles             CA      90024       $6,850,000      $175,641    05/09/2007         120
   151     Mason             Ingham                  MI      48854       $6,200,000       $23,221    04/05/2007         120
   161     Keizer            Marion                  OR      97303       $5,600,000       $65,882    05/02/2007         120
   183     Los Angeles       Los Angeles             CA      90024       $4,250,000      $177,083    05/01/2007         120
   189     New York          New York                NY      10025       $4,000,000       $50,633    05/18/2007         120
   191     Belleville        Saint Clair             IL      62226       $4,000,000       $45,455    06/01/2007         120
   193     North Las Vegas   Clark                   NV      89030       $3,985,363       $18,711    02/23/2007         60
   209     Hanahan           Berkeley                SC      29406       $3,100,000       $14,762    05/22/2007         120
   210     Cameron Park      El Dorado               CA      95682       $3,000,000       $46,875    05/11/2007         120
   211     New York          New York                NY      10040       $3,000,000       $43,478    05/15/2007         120
   216     Marquette         Marquette               MI      49855       $2,994,215       $24,147    04/04/2007         120
   230     Livonia           Wayne                   MI      48152       $2,597,367       $28,232    05/11/2007         120
   240     Douglasville      Douglas                 GA      30134       $2,393,126       $16,280    03/30/2007         120
   264     Los Angeles       Los Angeles             CA      90026       $1,350,000       $84,375    05/21/2007         120

                                                                       $301,188,029                                     114


------------------------------------------------------------------------------------------------------------------------------
                                                              FIRST
MORTGAGE   REMAINING TERM     ORIGINAL       REMAINING    INTEREST ONLY     NCF      NCF POST IO     CUT-OFF DATE   BALLOON
LOAN NO.    TO MATURITY     AMORT. TERM(8)  AMORT. TERM      PERIOD       DSCR(9)   PERIOD DSCR(10)      LTV          LTV
------------------------------------------------------------------------------------------------------------------------------

   15           119               IO             IO            120         1.47x         1.47x          62.1%        62.1%
   22           119               IO             IO            120         1.35x         1.35x          68.6%        68.6%
   32            59               IO             IO             60         1.26x         1.26x          77.4%        77.4%
   45           119               IO             IO            120         2.01x         2.01x          51.1%        51.1%
   47           119               IO             IO            120         2.23x         2.23x          46.8%        46.8%
   48           118               360           360             60         2.08x         1.71x          63.0%        58.6%
   58           118               360           360             60         2.02x         1.66x          60.8%        56.7%
   84           119               IO             IO            120         1.46x         1.46x          60.8%        60.8%
   85           117               360           357            NAP         7.34x         7.34x          11.1%        9.7%
   102          119               IO             IO            120         1.45x         1.45x          56.9%        56.9%
   108          118               IO             IO            120         1.74x         1.74x          72.5%        72.5%
   111          120               IO             IO            120         1.76x         1.76x          52.2%        52.2%
   121          116               360           360             60         2.14x         1.74x          45.5%        42.2%
   122          118               IO             IO            120         1.47x         1.47x          56.7%        56.7%
   136          119               IO             IO            120         1.46x         1.46x          58.5%        58.5%
   140          119               IO             IO            120         1.42x         1.42x          53.5%        53.5%
   151          118               IO             IO            120         1.75x         1.75x          67.4%        67.4%
   161          119               360           360             36         1.47x         1.23x          61.2%        55.2%
   183          118               IO             IO            120         1.54x         1.54x          54.9%        54.9%
   189          119               IO             IO            120        13.33x         13.33x          6.7%        6.7%
   191          120               360           360             36         1.47x         1.22x          80.0%        72.0%
   193           56               360           356            NAP         1.52x         1.52x          41.5%        39.1%
   209          119               360           360             36         1.71x         1.42x          68.9%        62.0%
   210          119               IO             IO            120         2.29x         2.29x          42.7%        42.7%
   211          119               360           360             60         1.65x         1.36x          50.8%        47.4%
   216          118               360           358            NAP         1.77x         1.77x          69.6%        58.9%
   230          119               360           359            NAP         1.47x         1.47x          70.4%        59.7%
   240          117               360           357            NAP         1.22x         1.22x          74.8%        63.6%
   264          119               IO             IO            120         1.42x         1.42x          65.2%        65.2%

                113               360           359                        2.05x         1.98x          58.5%        57.3%


------------------------------------------------------------------------------------------------------------------------
                                                 STUDIOS                   1 BEDROOM                  2 BEDROOM
                                         ------------------------   ------------------------   -------------------------
MORTGAGE   UTILITIES                       NO. OF       AVG RENT      NO. OF       AVG RENT      NO. OF       AVG RENT
LOAN NO.   PAID BY TENANT                UNITS/ROOMS   PER MO. ($)  UNITS/ROOMS   PER MO. ($)  UNITS/ROOMS   PER MO. ($)
------------------------------------------------------------------------------------------------------------------------

   15      Electric, Water, Sewer             0          NAP           138        1,291            160        1,548
   22      Electric, Gas                      0          NAP           138        1,267            150        1,444
   32      Electric, Gas, Water, Sewer        0          NAP           190         720             110         929
   45      Electric, Gas, Water, Sewer        0          NAP            72         822             173        1,042
   47      Electric, Water, Sewer             0          NAP           120        1,125            120        1,265
   48      Electric                           0          NAP           101         885             255        1,070
   58      Electric                           0          NAP           243         890             111         970
   84      Electric                           5         1,008           40        1,666            19         2,257
   85      Electric, Gas                      0          NAP           275        1,383            198        1,816
   102     Electric                           4         1,450           29        1,872            27         2,394
   108     Electric, Gas, Water, Sewer        0          NAP            0          NAP              0          NAP
   111     Electric, Gas, Water               0          NAP            0          NAP             144         681
   121     Electric                           0          NAP            76        1,194            64         1,337
   122     Electric                           6         1,348           18        1,899            20         2,404
   136     Electric                           3         1,400           12        1,767            23         2,330
   140     Electric                          15         1,465           4         1,873            20         2,605
   151     Electric, Gas, Water, Sewer        0          NAP            0          NAP              0          NAP
   161     Electric                           0          NAP            0          NAP             85          740
   183     Electric                           0          NAP            20        1,978             4         2,500
   189     Electric, Gas                      4         1,750           0          NAP             60         4,625
   191     Electric, Gas                      0          NAP            0          NAP             88          595
   193     Electric, Gas, Water, Sewer        0          NAP            0          NAP              0          NAP
   209     Electric, Water, Sewer             0          NAP            5          430             19          514
   210     Electric, Gas, Water               0          NAP            16         845             48          970
   211     Electric, Gas                      0          NAP            44         820             25          839
   216     Electric                           1          385            9          515             114         641
   230     Electric                           0          NAP            48         595             44          695
   240     Electric, Water, Sewer             0          NAP            0          NAP              0          NAP
   264     None                              12          889            4         1,126             0          NAP


------------------------------------------------------------------------------------------------------------------------------------
                  3 BEDROOM                  4 BEDROOM           GREATER THAN 5 BEDROOM                   OTHER UNITS
           ------------------------   -----------------------   -------------------------  -----------------------------------------
MORTGAGE     NO. OF       AVG RENT      NO. OF       AVG RENT     NO. OF       AVG RENT      NO. OF        AVG RENT   DESCRIPTION OF
LOAN NO.   UNITS/ROOMS   PER MO. ($)  UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS   PER MO. ($)  UNITS/ROOMS   PER MO. ($)   OTHER UNITS
------------------------------------------------------------------------------------------------------------------------------------

   15          45           1,818          0         NAP             0          NAP            0             NAP           NAP
   22          32           1,756          0         NAP             0          NAP            0             NAP           NAP
   32          70           1,126          0         NAP             0          NAP            0             NAP           NAP
   45          39           1,424          1        2,021            0          NAP            0             NAP           NAP
   47           0            NAP           0         NAP             0          NAP            0             NAP           NAP
   48           0            NAP           0         NAP             0          NAP            0             NAP           NAP
   58           0            NAP           0         NAP             0          NAP            0             NAP           NAP
   84           9           2,901          0         NAP             0          NAP            0             NAP           NAP
   85          20           2,438          0         NAP             0          NAP            5            1,708     Medical Office
   102          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   108          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   111         56            755           0         NAP             0          NAP            0             NAP           NAP
   121          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   122          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   136          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   140          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   151          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   161          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   183          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   189         15           6,100          0         NAP             0          NAP            0             NAP           NAP
   191          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   193          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   209          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   210          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   211          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   216          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   230          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   240          0            NAP           0         NAP             0          NAP            0             NAP           NAP
   264          0            NAP           0         NAP             0          NAP            0             NAP           NAP


----------------------------------------------------------------------------------
                                       MANUFACTURED HOUSING COMMUNITY
                                      --------------------------------------------
MORTGAGE   TOTAL NUMBER    NO. OF     NO. OF     AVG RENT    NO. OF      AVG RENT
LOAN NO.     OF UNITS     ELEVATORS    PADS    PER MO. ($)  RV SITES   PER MO. ($)
----------------------------------------------------------------------------------

   15          343          0           0          NAP         0           NAP
   22          320          0           0          NAP         0           NAP
   32          370          0           0          NAP         0           NAP
   45          285          0           0          NAP         0           NAP
   47          240          0           0          NAP         0           NAP
   48          356          0           0          NAP         0           NAP
   58          354          1           0          NAP         0           NAP
   84           73          2           0          NAP         0           NAP
   85          498          6           0          NAP         0           NAP
   102          60          2           0          NAP         0           NAP
   108         358          0          358         376         0           NAP
   111         200          0           0          NAP         0           NAP
   121         140          0           0          NAP         0           NAP
   122          44          1           0          NAP         0           NAP
   136          38          1           0          NAP         0           NAP
   140          39          2           0          NAP         0           NAP
   151         267          0          267         330         0           NAP
   161          85          0           0          NAP         0           NAP
   183          24          1           0          NAP         0           NAP
   189          79          2           0          NAP         0           NAP
   191          88          0           0          NAP         0           NAP
   193         213          0          213         377         0           NAP
   209         210          0          186         199         0           NAP
   210          64          0           0          NAP         0           NAP
   211          69          0           0          NAP         0           NAP
   216         124          0           0          NAP         0           NAP
   230          92          0           0          NAP         0           NAP
   240         147          0          140         300         7           325
   264          16          0           0          NAP         0           NAP

FOOTNOTES TO APPENDIX II AND III

1     "BSCMI," "MSMCH," "WFB," and "PCFII" denote Bear Stearns Commercial
      Mortgage, Inc., Morgan Stanley Mortgage Capital Holdings LLC, Wells Fargo
      Bank, National Association and Principal Commercial Funding II, LLC,
      respectively, as Sellers.

2     The following loan pools represent multiple properties securing a single
      mortgage loan, and are designated by Roman Numeral coding: Mortgage Loan
      Nos. 3-6, 11-12, 17-18, 39-40, 49-53, 59-66, 67-69, 77-83, 86-92, 126-135,
      156-158 and 220-221. 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 the respective appraised values and/or Underwritable
      Cash Flows. The following loan pools represent
      cross-collateralized/cross-defaulted properties securing multiple mortgage
      loans and are designated by identical alphabetical coding: Mortgage Loan
      Nos. 74-75, 137-138, 144-145, 164-165, and 176-177. For the purpose of the
      statistical information set forth in this Prospectus Supplement as to such
      single-loan/multiple-property loan pools, certain credit statistics,
      including NOI DSCR, NCF DSCR, NCF Post IO Period DSCR, Cut-off Date LTV,
      Balloon LTV and Cut-off Date Balance per Unit or SF, are calculated on an
      aggregate basis.

3     Certain of the mortgage loans that are secured by retail properties
      include in-line and/or anchor tenant ground lease parcels in the
      calculation of the total square footage of the property.

4     In general for each mortgaged property, "Percent Leased" was determined
      based on a rent roll or lease verification letter provided by the
      borrower. "Percent Leased as of Date" indicates the date as of which
      "Percent Leased" was determined based on such information.

5     Certain mortgage loans are subject to a ground lease. If for any mortgage
      loan, the ground lessor has encumbered/subordinated its interest in the
      respective mortgaged property to the lien of the leasehold mortgage such
      that upon foreclosure, the lease is extinguished, the mortgage loan may be
      disclosed as a fee loan.

6     The Cut-off Date is July 1, 2007 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 July 2007 were due on July 1, 2007, not the actual day on
      which such scheduled payments were due. The mortgage loans generally have
      a due date on the 1st of the month, except for Mortgage Loan No. 21,
      Marriott Raleigh Crabtree Valley, which is due on the 5th of the month and
      Mortgage Loan No. 193, Aloha Mobile Home Park, which is due on the 8th of
      the month.

      With respect to Mortgage Loan No. 31, Lennox Town Center, the borrower has
      a subordinate B Note in the amount of $1,000,000, which is co-terminous
      with the A Note. The B Note is owned by an affiliate of the mortgage loan
      seller and is not included in the trust. A co-lender agreement is in
      place.

      With respect to Mortgage Loan No. 110, Fairfield Inn Wilmington, there is
      an existing $580,000 subordinated B Note held by Mezz Cap Finance, LLC.
      The B Note and right of holder of the B Note to receive payments is junior
      and subordinated to A Note and rights of holder of the A Note; the A Note
      and B Note are cross defaulted.

      With respect to Mortgage Loan No. 111, Cameron Apartments, the borrower
      has a subordinate B Note in the amount of $500,000, which is co-terminous
      with the A Note. The B Note is owned by an affiliate of the mortgage loan
      seller and is not included in the trust. A co-lender agreement is in
      place.

      With respect to Mortgage Loan No. 70, Comfort Suites BWI Airport, there is
      existing mezzanine debt in the amount of $1,000,000 from Kristal Capital,
      LLC to LEM 2Q, LLC and LEM 2P, LLC.

      With respect to Mortgage Loan No. 117, Pioneer Industrial, future secured
      subordinate debt is permitted subject to various conditions, including,
      but not limited to, (i) a combined DSCR greater than or equal to 1.24x;
      (ii) a combined LTV of 72% or less; (iii) the junior loan will have a
      fixed interest rate, be fully amortizing and have a maturity date not
      earlier than the senior loan; (iv) junior lender shall have delivered
      junior loan documents and a subordination agreement reasonably acceptable
      to lender; (v) lender approval of junior lender, not to be unreasonably
      withheld; and (vi) confirmation from applicable rating agencies of no
      downgrade, withdrawal or qualification to current ratings of the
      certificates resulting from such subordinate financing.


                                      II-1



      With respect to Mortgage Loan No. 13, 485 Madison Avenue, the borrower is
      permitted to incur future mezzanine financing and partnership debt (such
      mezzanine debt and partnership debt would be subordinate to the 485
      Madison Avenue Loan and the partnership debt may not exceed $3,000,000),
      subject to the satisfaction of certain conditions set forth in the
      mortgage loan documents, including but not limited to: (i) the debt
      service coverage ratio on the aggregate debt must be equal to or greater
      than 1.25x (based on a 6.81% mortgage constant); (ii) the aggregate LTV
      may not exceed 70%; and (iii) the execution of an acceptable intercreditor
      agreement (with respect to any mezzanine financing) and a subordination
      and standstill agreement (with respect to any partnership debt).

      With respect to Mortgage Loan No. 14, Parkshore Plaza I, future mezzanine
      debt is permitted subject to various conditions, including but not limited
      to, (i) a combined DSCR greater than or equal to 1.25x; (ii) a combined
      LTV of 75% or less; (iii) intercreditor agreement satisfactory to lender;
      (iv) mezzanine lender shall be "qualified transferee" (total assets in
      name or under management in excess of $250 million and, other than pension
      advisors or fiduciaries, capital surplus or shareholder equity of $125
      million, and be regularly engaged in business of making or owning
      commercial real estate loans or operating commercial mortgaged
      properties); and (v) confirmation from applicable rating agencies of no
      downgrade, withdrawal or qualification to current ratings of the
      certificates resulting from such mezzanine financing.

      With respect to Mortgage Loan No. 15, Tysons Glen, future mezzanine debt
      is permitted subject to various conditions including the amount will not
      result in an aggregate LTV greater than 80% and DSCR less than 1.20x.

      With respect to Mortgage Loan No. 16, Florence Mall, future mezzanine debt
      is permitted subject to various conditions, including but not limited to,
      (i) a combined DSCR greater than or equal to 1.25x; (ii) a combined LTV of
      75% or less; (iii) mezzanine loan documents and an intercreditor agreement
      satisfactory to lender; (iv) mezzanine lender shall be "qualified
      transferee" (total assets in name or under management in excess of $750
      million and, other than pension advisors or fiduciaries, capital surplus
      or shareholder equity of $500 million, and be regularly engaged in
      business of making or owning commercial real estate loans or operating
      commercial mortgaged properties); and (v) confirmation from applicable
      rating agencies of no downgrade, withdrawal or qualification to current
      ratings of the certificates resulting from such mezzanine financing.

      With respect to Mortgage Loan No. 20, 161 William Street, the borrower is
      permitted to incur future mezzanine financing and partnership debt (such
      mezzanine debt and partnership debt would be subordinate to the 161
      William Street Loan and the partnership debt may not exceed $3,000,000),
      subject to the satisfaction of certain conditions set forth in the
      mortgage loan documents, including but not limited to: (i) the debt
      service coverage ratio on the aggregate debt must be equal to or greater
      than 1.25x (based on a 6.81% mortgage constant); (ii) the aggregate LTV
      may not exceed 70%; and (iii) the execution of an acceptable intercreditor
      agreement (with respect to any mezzanine financing) and a subordination
      and standstill agreement (with respect to any partnership debt).

      With respect to Mortgage Loan No. 21, Marriott Raleigh Crabtree Valley,
      future mezzanine debt is permitted following the lockout period, subject
      to various conditions including the amount will not result in an aggregate
      LTV greater than 70% and DSCR less than 1.45x.

      With respect to Mortgage Loan No. 25, 8 West 40th Street, the borrower is
      permitted to incur future mezzanine financing and partnership debt (such
      mezzanine debt and partnership debt would be subordinate to the 8 West
      40th Street Loan and the partnership debt may not exceed $3,000,000),
      subject to the satisfaction of certain conditions set forth in the
      mortgage loan documents, including but not limited to: (i) the debt
      service coverage ratio on the aggregate debt must be equal to or greater
      than 1.25x (based on a 6.81% mortgage constant); (ii) the aggregate LTV
      may not exceed 70%; and (iii) the execution of an acceptable intercreditor
      agreement (with respect to any mezzanine financing) and a subordination
      and standstill agreement (with respect to any partnership debt).

      With respect to Mortgage Loan No. 27, Project SEB - Skyline Village,
      future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 28, Millrock Park North, future
      mezzanine debt is permitted subject to various conditions including; (i)
      the amount will not result in an aggregate LTV greater than 80% and DSCR
      less than 1.15x; and (ii) the lender must approve the mezzanine lender and
      financing documents and will enter into an intercreditor agreement with
      lender.


                                      II-2



      With respect to Mortgage Loan No. 35, Project SEB - Hillview Shopping
      Center, future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 36, Project SEB - Towne Square, future
      mezzanine debt is permitted subject to various conditions, including but
      not limited to, (i) a combined DSCR greater than or equal to 1.20x; (ii) a
      combined LTV of 80% or less; (iii) mezzanine loan documents and an
      intercreditor agreement satisfactory to lender; (iv) mezzanine lender
      shall be "qualified transferee" (total assets in name or under management
      in excess of $600 million and, other than pension advisors or fiduciaries,
      capital surplus or shareholder equity of $250 million, and be regularly
      engaged in business of making or owning commercial real estate loans or
      operating commercial mortgaged properties); and (v) confirmation from
      applicable rating agencies of no downgrade, withdrawal or qualification to
      current ratings of the certificates resulting from such mezzanine
      financing.

      With respect to Mortgage Loan No. 37, Rookwood Tower, future mezzanine
      debt is permitted subject to various conditions including; (i) the amount
      will not result in an aggregate LTV greater than 80% and DSCR less than
      1.15x; and (ii) the lender must approve the mezzanine lender and financing
      documents and will enter into an intercreditor agreement with lender.

      With respect to Mortgage Loan No. 38, Project SEB - Kings Contrivance,
      future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 41, Reston Sunrise I & II, future
      mezzanine debt is permitted subject to various conditions including; (i)
      the amount will not result in an aggregate LTV greater than 80% and DSCR
      less than 1.10x; and (ii) the lender must approve the mezzanine lender and
      financing documents and will enter into an intercreditor agreement with
      lender.

      With respect to Mortgage Loan No. 44, Project SEB - Ingleside Shopping
      Center, future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 47, Stuart Woods, future mezzanine debt
      is permitted from and after May 1, 2008, subject to various conditions
      including the amount will not result in an aggregate LTV greater than 80%
      and DSCR less than 1.20x.

      With respect to Mortgage Loan No. 55, Project SEB - Security Square
      Shopping Center, future mezzanine debt is permitted subject to various
      conditions, including but not limited to, (i) a combined DSCR greater than
      or equal to 1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine
      loan documents and an intercreditor agreement satisfactory to lender; (iv)
      mezzanine lender shall be "qualified transferee" (total assets in name or
      under management in excess of $600 million and, other than pension
      advisors or fiduciaries, capital surplus or shareholder equity of $250
      million, and be regularly engaged in business of making or owning
      commercial real estate loans or operating commercial mortgaged
      properties); and (v) confirmation from applicable rating agencies of no
      downgrade, withdrawal or qualification to current ratings of the
      certificates resulting from such mezzanine financing.


                                      II-3



      With respect to Mortgage Loan No. 72, Project SEB - Timonium Crossing,
      future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 84, 1400 Midvale Court, future mezzanine
      debt is permitted subject to various conditions including the amount will
      not result in an aggregate LTV greater than 75% and DSCR less than 1.10x.

      With respect to Mortgage Loan No. 85, Birchwood Towers Cooperative, the
      borrower may obtain an unsecured line of credit from Sovereign Bank
      subject to various conditions including the amount will not result in an
      aggregate LTV greater than 25% and the line of credit shall have a
      maturity date that is either co-terminous or beyond the term of the
      subject mortgage loan.

      With respect to Mortgage Loan No. 93, King Plaza, future mezzanine debt is
      permitted subject to various conditions including the amount will not
      result in an aggregate LTV greater than 75% and DSCR less than 1.25x.

      With respect to Mortgage Loan No. 95, Project SEB - Fullerton Plaza,
      future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 102, 1441 Midvale Tower, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 75% and DSCR less
      than 1.10x.

      With respect to Mortgage Loan No. 111, Cameron Apartments, future
      mezzanine debt is permitted subject to various conditions including but
      not limited to; (i) the amount will not result in an aggregate LTV greater
      than 60% and DSCR less than 1.50x; and (ii) the lender must approve the
      mezzanine lender and financing documents and will enter into an
      intercreditor agreement with lender.

      With respect to Mortgage Loan No. 120, Project SEB - North East Station,
      future mezzanine debt is permitted subject to various conditions,
      including but not limited to, (i) a combined DSCR greater than or equal to
      1.20x; (ii) a combined LTV of 80% or less; (iii) mezzanine loan documents
      and an intercreditor agreement satisfactory to lender; (iv) mezzanine
      lender shall be "qualified transferee" (total assets in name or under
      management in excess of $600 million and, other than pension advisors or
      fiduciaries, capital surplus or shareholder equity of $250 million, and be
      regularly engaged in business of making or owning commercial real estate
      loans or operating commercial mortgaged properties); and (v) confirmation
      from applicable rating agencies of no downgrade, withdrawal or
      qualification to current ratings of the certificates resulting from such
      mezzanine financing.

      With respect to Mortgage Loan No. 122, The Hilgard, future mezzanine debt
      is permitted subject to various conditions including the amount will not
      result in an aggregate LTV greater than 75% and DSCR less than 1.10x.

      With respect to Mortgage Loan No. 123, Hampton Inn Cincinnati Airport, the
      borrower may obtain an unsecured loan up to $1,200,000 subject to the
      satisfaction of certain conditions set forth in the mortgage loan
      documents, including but not limited to the execution of an acceptable
      subordination and standstill agreement.

      With respect to Mortgage Loan No. 136, Park Rochester Towers, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 75% and DSCR less
      than 1.10x

      With respect to Mortgage Loan No. 140, Ashton Towers, future mezzanine
      debt is permitted subject to various conditions including the amount will
      not result in an aggregate LTV greater than 75% and DSCR less than 1.10x.

      With respect to Mortgage Loan No. 150, The Alameda Office Center, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 80% and DSCR less
      than 1.05x.


                                      II-4



      With respect to Mortgage Loan No. 170, Garden Grove Retail, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 75% and DSCR less
      than 1.15x.

      With respect to Mortgage Loan No. 183, Chateau Hilgard, future mezzanine
      debt is permitted subject to various conditions including the amount will
      not result in an aggregate LTV greater than 75% and DSCR less than 1.10x.

      With respect to Mortgage Loan No. 185, Hampton Inn - Daytona, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 55% and DSCR less
      than 1.60x.

      With respect to Mortgage Loan No. 189, 890 West End Avenue, the borrower
      may obtain an unsecured line of credit from Sovereign Bank subject to
      various conditions including the amount will not result in an aggregate
      LTV greater than 25% and the line of credit shall have a maturity date
      that is either co-terminous or beyond the term of the subject mortgage
      loan.

      With respect to Mortgage Loan No. 192, North Pima Shopping Center, future
      mezzanine debt is permitted subject to various conditions, including but
      not limited to, (i) a combined DSCR greater than or equal to 2.00x; (ii) a
      combined LTV of 50% or less; (iii) mezzanine loan documents and an
      intercreditor agreement satisfactory to lender; and (iv) confirmation from
      applicable rating agencies of no downgrade, withdrawal or qualification to
      current ratings of the certificates resulting from such mezzanine
      financing.

      With respect to Mortgage Loan No. 199, Silver Spur Office Building, future
      mezzanine debt is permitted subject to various conditions including the
      amount will not result in an aggregate LTV greater than 80%, DSCR less
      than 1.20x and a rating agency DSCR less than 0.80x.

      With respect to Mortgage Loan No. 208, Vogue Plaza, future mezzanine debt
      is permitted 2 years after the closing date subject to various conditions
      including the amount will not result in an aggregate LTV greater than 75%
      and DSCR less than 1.20x.

      With respect to Mortgage Loan No. 211, 36 Arden Street, the borrower may
      incur future mezzanine debt subject to restrictions and conditions as
      detailed in the loan documents including but not limited to: (i) there is
      no event of default, (ii) the combined LTV ratio is not greater than 75%,
      (iii) the combined DSCR is not less than 1.20x and (iv) the mezzanine debt
      will be subject to an intercreditor agreement with mezzanine lender.

      With respect to Mortgage Loan No. 229, Meadows Shopping Center, future
      mezzanine debt is subject to various conditions including the amount will
      not result in an aggregate LTV greater than 85% and DSCR less than 1.10x.

      With respect to Mortgage Loan No. 246, Claremont University Village,
      subsequent to a sale of the property and assumption of the loan by an
      acceptable transferee, future mezzanine debt is permitted subject to
      various conditions including the amount will not result in an aggregate
      LTV greater than 70% and DSCR less than 1.25x.

      With respect to Mortgage Loan No. 256, Petco - Portland, future mezzanine
      debt is permitted subject to various conditions including the amount will
      not result in an aggregate LTV greater than 65% and DSCR less than 1.70x.

      With respect to Mortgage Loan No. 261, 1500 Lawrence Avenue, future
      mezzanine debt is permitted subject to various conditions including but
      not limited to; (i) the amount will not result in an aggregate LTV greater
      than 75% and DSCR less than 1.15x at a 9% mortgage constant; and (ii) the
      lender must approve the mezzanine lender and financing documents and will
      enter into an intercreditor agreement with lender.

      With respect to Mortgage Loan No. 264, 1546 Golden Gate Avenue, future
      mezzanine debt is permitted subject to various conditions including but
      not limited to; (i) the amount will not result in an aggregate LTV greater
      than 75% and DSCR less than 1.20x; and (ii) the lender must approve the
      mezzanine lender and financing documents and will enter into an
      intercreditor agreement with lender.

      With respect to Mortgage Loan Nos. 3 - 6, the C&S Wholesale Portfolio, the
      borrower may release any C&S Wholesale Portfolio Property from the lien of
      the C&S Wholesale Portfolio Loan, subject to the satisfaction of certain
      requirements and conditions set forth in the loan documents including, but
      not limited to: (i) payment of an amount equal to 115% of the allocated
      loan amount for the released property plus the applicable yield
      maintenance premium, (ii) the LTV immediately following the release is not
      greater than 55%, and (iii) the DSCR immediately following the release is
      at least equal to the greater of 1.11x (based on a 9.30% mortgage
      constant) and the DSCR immediately prior to such release.


                                      II-5



      With respect to Mortgage Loan Nos. 11 - 12, the NY Inland Portfolio, the
      borrower may release the Mid-Hudson Shopping Center property from the lien
      of the NY Inland Portfolio Loan, subject to the satisfaction of certain
      requirements and conditions set forth in the loan documents including, but
      not limited to the following: (i) payment of an amount equal to 115% of
      the allocated loan amount for the Mid-Hudson Shopping Center property plus
      the applicable yield maintenance premium, (ii) the LTV immediately
      following the release is not greater than 59%, and (iii) the DSCR
      immediately following the release is at least equal to or greater than the
      greater of 1.00x (based on a 9.30% mortgage constant) and the DSCR
      immediately prior to such release.

      With respect to Mortgage Loan Nos. 39 - 40, the CT Inland Portfolio, the
      borrower may release any CT Inland Portfolio property from the lien of the
      CT Inland Portfolio Loan, subject to the satisfaction of certain
      requirements and conditions set forth in the loan documents including, but
      not limited to the following: (i) payment of an amount equal to 115% of
      the allocated loan amount for the released property plus the applicable
      yield maintenance premium, (ii) the LTV immediately following the release
      is not greater than 59%, and (iii) the DSCR immediately following the
      release is at least equal to or greater than the greater of 1.05x (based
      on a 9.30% mortgage constant) and the DSCR immediately prior to such
      release.

      With respect to Mortgage Loan Nos. 49 - 53, Arizona Self Storage
      Portfolio, the borrower has the option of obtaining the release of any two
      constituent properties in conjunction with partial defeasance or by paying
      a yield maintenance premium, subject to certain conditions, including, but
      not limited to, (i) payment of 110% of the allocated loan amount; (ii)
      payment of any applicable prepayment charges; (iii) the LTV of the
      remaining collateral must not exceed 51%; (iv) the DSCR of the remaining
      collateral must be equal to or greater than 1.67x; (v) confirmation from
      applicable rating agencies of no downgrade, withdrawal or qualification to
      current ratings of the certificates resulting from such partial release;
      (vi) the borrower will pay all costs associated with the partial release;
      and (vii) the principal and interest payments will be re-calculated. For
      the purposes of LTV and DSCR calculations, the outstanding loan balance
      after release is assumed to be the loan balance less the allocated loan
      balance of the released property (rather than the loan balance less the
      release price).

      With respect to Mortgage Loan Nos. 59 - 66, Cole Applebees Portfolio I,
      any property may be released through partial defeasance subject to the
      satisfaction of certain requirements and conditions set forth in the loan
      documents including, but not limited to the following: (i) defeasance of
      an amount equal to 115% of the allocated loan amount for the released
      property, (ii) the LTV immediately following the release is not greater
      than 65%, (iii) the DSCR immediately following the release is at least
      equal to or greater than the greater of 1.06x (based on a 9.30% mortgage
      constant) and the DSCR immediately prior to such release, (iv) any dark
      stores must be released prior to properties where the tenant is in
      occupancy and open for business (in the event that there are no dark
      stores at the time of release, the individual property being released must
      have the highest occupancy cost as determined by the lender), and (v) the
      lender has received confirmation from the rating agencies that such
      release will not result in a withdrawal, qualification or downgrade in the
      ratings of the certificates.

      With respect to Mortgage Loan Nos. 74 - 75, Rivery Town Center and Gander
      Mountain River Park, the borrower may release either property, subject to
      the satisfaction of certain requirements and conditions set forth in the
      loan documents including, but not limited to the following: (i) payment of
      an amount equal to 115% of the allocated loan amount for the released
      property plus the applicable yield maintenance premium, (ii) the LTV
      immediately following the release is not greater than 60%, and (iii) the
      DSCR immediately following the release is at least equal to or greater
      than the greater of 1.12x (based on a 9.30% mortgage constant) and the
      DSCR immediately prior to such release.

      With respect to Mortgage Loan Nos. 77 - 83, Cole Applebees Portfolio III,
      any property may be released through partial defeasance subject to the
      satisfaction of certain requirements and conditions set forth in the loan
      documents including, but not limited to the following: (i) defeasance of
      an amount equal to 115% of the allocated loan amount for the released
      property, (ii) the LTV immediately following the release is not greater
      than 65%, (iii) the DSCR immediately following the release is at least
      equal to or greater than the greater of 1.06x (based on a 9.30% mortgage
      constant) and the DSCR immediately prior to such release, (iv) any dark
      stores must be released prior to properties where the tenant is in
      occupancy and open for business (in the event that there are no dark
      stores at the time of release, the individual property being released must
      have the highest occupancy cost as determined by the lender), and (v) the
      lender has received confirmation from the rating agencies that such
      release will not result in a withdrawal, qualification or downgrade in the
      ratings of the certificates.


                                      II-6



      With respect to Mortgage Loan Nos. 86 - 92, Cole Applebees Portfolio II,
      any property may be released through partial defeasance subject to the
      satisfaction of certain requirements and conditions set forth in the loan
      documents including, but not limited to the following: (i) defeasance of
      an amount equal to 115% of the allocated loan amount for the released
      property, (ii) the LTV immediately following the release is not greater
      than 65%, (iii) the DSCR immediately following the release is at least
      equal to or greater than the greater of 1.06x (based on a 9.30% mortgage
      constant) and the DSCR immediately prior to such release, (iv) any dark
      stores must be released prior to properties where the tenant is in
      occupancy and open for business (in the event that there are no dark
      stores at the time of release, the individual property being released must
      have the highest occupancy cost as determined by the lender), and (v) the
      lender has received confirmation from the rating agencies that such
      release will not result in a withdrawal, qualification or downgrade in the
      ratings of the certificates.

      With respect to Mortgage Loan Nos. 126 -135, the Blockbuster Portfolio,
      permits the release of the individual properties in conjunction with
      partial defeasance or by paying a yield maintenance premium, subject to
      certain conditions, including, but not limited to, (i) payment of 125% of
      the allocated principal amount; (ii) payment of any applicable prepayment
      charges; (iii) the aggregate debt service coverage ratio with respect to
      the remaining mortgaged properties following the release being equal to or
      greater than 1.20x, and (iv) the LTV of the remaining properties must not
      exceed 52.1%.

      With respect to Mortgage Loan No. 170, Garden Grove Retail, the borrower
      may request the release of up to two parcels subject to a prepayment of
      110% of the allocated loan amount of the parcel being released as set
      forth in the loan documents. The release is subject to certain conditions,
      including, but not limited to, (i) the LTV of the remaining collateral
      must not exceed 70.0%, (ii) DSCR of the remaining collateral must be at
      least 1.10x based on the actual mortgage constant and (iii) payment of a
      prepayment premium equal to the greater of yield maintenance and 1%.

      With respect to Mortgage Loan No. 197, 3190 Corporate Place, the borrower
      has the option of obtaining the release of a land parcel in conjunction
      with paying a yield maintenance premium subject to certain conditions,
      including, but not limited to, (i) payment of a release price equal to the
      greater of (a) 110% of the allocated loan amount for the release property
      or (b) the amount that would result in a 1.30x DSCR (based on actual
      mortgage constant) and 0.89x DSCR (based on a 10% mortgage constant); (ii)
      payment of any applicable prepayment charges; (iii) confirmation from
      applicable rating agencies of no downgrade, withdrawal or qualification to
      current ratings of the certificates resulting from such unimproved parcel
      release; and (iv) the borrower will pay all costs associated with the
      parcel release.

      With respect to Mortgage Loan No. 213, Saratoga Courtyards, the borrower
      has the option of obtaining the release of any three constituent
      properties following the expiration of the prepayment lockout period in
      conjunction with paying a yield maintenance premium, subject to certain
      conditions, including, but not limited to, (i) payment of 120% of the
      allocated loan amount; (ii) payment of any applicable prepayment charges;
      (iii) the LTV of the remaining collateral must not exceed 44.4%; (iv) the
      DSCR of the remaining collateral must be equal to or greater than 1.55x;
      (v) confirmation from applicable rating agencies of no downgrade,
      withdrawal or qualification to current ratings of the certificates
      resulting from such partial release; and (vi) the borrower will pay all
      costs associated with the partial release. For the purposes of LTV and
      DSCR calculations, the outstanding loan balance after release is assumed
      to be the loan balance less the allocated loan balance of the released
      property (rather than the loan balance less the release price).

      With respect to Mortgage Loan No. 241, 80 & 100 North Lake, the borrower
      has the option of obtaining the release of any two constituent properties
      in conjunction with paying a yield maintenance premium, subject to certain
      conditions, including, but not limited to, (i) payment of 125% of the
      appraised value for the release property; (ii) payment of any applicable
      prepayment charges; (iii) the DSCR of the remaining collateral must be
      equal to or greater than 1.35x (based on amortizing payments and a 10%
      mortgage constant); (iv) confirmation from applicable rating agencies of
      no downgrade, withdrawal or qualification to current ratings of the
      certificates resulting from such partial release; and (v) the borrower
      will pay all costs associated with the partial release.

      With respect to Mortgage Loan Nos. 3 - 6, the C&S Wholesale Portfolio, the
      borrower may substitute any C&S Wholesale Portfolio Property by
      substituting a replacement property for an individual property once on or
      before April 1, 2017, subject to the satisfaction of certain requirements
      and conditions including, but not limited to: (i) the aggregate DSCR
      immediately after the substitution is not less than the greater of the
      aggregate DSCR at origination and the aggregate DSCR immediately prior to
      the substitution, (ii) the fair market value of the substitute property is
      not less than the greater of (a) the fair market value of the substituted
      property as of the origination date and (b) the fair market value of the
      substituted property on the date of the substitution, (iii) the payment of
      a fee equal to $10,000 and (iv) the lender has received confirmation from
      the rating agencies that such substitution will not result in a
      withdrawal, qualification or downgrade in the ratings of the certificates.


                                      II-7



      With respect to Mortgage Loan Nos. 59 - 66, Cole Applebees Portfolio I,
      the loan allows the borrower to substitute individual properties a maximum
      of five times during the loan term (with no more than three substitutions
      each year). Any proposed substitution is subject to the satisfaction of
      certain requirements and conditions including, but not limited to: (i) the
      aggregate DSCR immediately after the substitution is not less than the
      greater of the aggregate DSCR at origination or the aggregate DSCR
      immediately prior to the substitution, (ii) the fair market value of the
      substitute property is not less than the greater of (a) the fair market
      value of the substituted property as of the closing date and (b) the fair
      market value of the substituted property immediately preceding the
      substitution, (iii) the payment of a fee equal to 0.5% of the substituted
      property's allocated loan amount, (iv) dark stores must be substituted
      prior to properties where the tenant is in occupancy and open for
      business, (v) the substitute property shall have an occupancy cost equal
      to or lower than the property being replaced and (vi) the lender has
      received confirmation from the rating agencies that such substitution will
      not result in a withdrawal, qualification or downgrade in the ratings of
      the certificates.

      With respect to Mortgage Loan Nos. 74 - 75, Rivery Town Center and Gander
      Mountain River Park, the loan allows the borrower to substitute individual
      properties during the loan term. Any proposed substitution is subject to
      the satisfaction of certain requirements and conditions including, but not
      limited to: (i) the aggregate DSCR immediately after the substitution is
      not less than the greater of the aggregate DSCR at closing or the
      aggregate DSCR immediately prior to the substitution, (ii) the fair market
      value of the substitute property is not less than the greater of (a) the
      fair market value of the substituted property as of the closing date and
      (b) the fair market value of the substituted property immediately
      preceding the substitution, (iii) the NOI for the replacement property
      does not show a downward trend over three consecutive years prior to the
      date of the proposed substitution, and (iv) the lender has received
      confirmation from the rating agencies that such substitution will not
      result in a withdrawal, qualification or downgrade in the ratings of the
      certificates.

      With respect to Mortgage Loan Nos. 77 - 83, Cole Applebees Portfolio III,
      the loan allows the borrower to substitute individual properties a maximum
      of five times during the loan term (with no more than three substitutions
      each year). Any proposed substitution is subject to the satisfaction of
      certain requirements and conditions including, but not limited to: (i) the
      aggregate DSCR immediately after the substitution is not less than the
      greater of the aggregate DSCR at origination or the aggregate DSCR
      immediately prior to the substitution, (ii) the fair market value of the
      substitute property is not less than the greater of (a) the fair market
      value of the substituted property as of the closing date and (b) the fair
      market value of the substituted property immediately preceding the
      substitution, (iii) the payment of a fee equal to 0.5% of the substituted
      property's allocated loan amount, (iv) dark stores must be substituted
      prior to properties where the tenant is in occupancy and open for
      business, (v) the substitute property shall have an occupancy cost equal
      to or lower than the property being substituted and (vi) the lender has
      received confirmation from the rating agencies that such substitution will
      not result in a withdrawal, qualification or downgrade in the ratings of
      the certificates.

      With respect to Mortgage Loan Nos. 86 - 92, Cole Applebees Portfolio II,
      the loan allows the borrower to substitute individual properties a maximum
      of five times during the loan term (with no more than three substitutions
      each year). Any proposed substitution is subject to the satisfaction of
      certain requirements and conditions including, but not limited to: (i) the
      aggregate DSCR immediately after the substitution is not less than the
      greater of the aggregate DSCR at origination or the aggregate DSCR
      immediately prior to the substitution, (ii) the fair market value of the
      substitute property is not less than the greater of (a) the fair market
      value of the substituted property as of the closing date and (b) the fair
      market value of the substituted property immediately preceding the
      substitution, (iii) the payment of a fee equal to 0.5% of the substituted
      property's allocated loan amount, (iv) dark stores must be substituted
      prior to properties where the tenant is in occupancy and open for
      business, (v) the substitute property shall have an occupancy cost equal
      to or lower than the property being substituted and (vi) the lender has
      received confirmation from the rating agencies that such substitution will
      not result in a withdrawal, qualification or downgrade in the ratings of
      the certificates.

      With respect to Mortgage Loan Nos. 156 -158, Tractor Supply Midwest
      Portfolio, the loan allows the borrower to substitute individual
      properties a maximum of three times during the loan term. Any proposed
      substitution is subject to the satisfaction of certain requirements and
      conditions including, but not limited to: (i) the aggregate DSCR
      immediately after the substitution is not less than the greater of the
      aggregate DSCR at closing or the aggregate DSCR immediately prior to the
      substitution, (ii) the fair market value of the substitute property is not
      less than the greater of (a) the fair market value of the substituted
      property as of the closing date and (b) the fair market value of the
      substituted property immediately preceding the substitution, (iii) the
      payment of a fee equal to 0.5% of the substituted property's allocated
      loan amount and (iv) lender has received confirmation from the rating
      agencies that such substitution will not result in a downgrade of the
      certificates.

7     The "Grace Period" shown is grace period to charge late interest.


                                      II-8



8     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 most
      mortgage loans, the actual amortization to a zero balance for such loans
      will be longer.

      With respect to Mortgage Loan No. 1, 360 Park Avenue South, on or after
      April 1, 2017, if at any time, and from time to time, Reed International
      P.L.C. and/or Elsevier NV are rated BB+ or lower by the rating agencies,
      the amortization schedule (based on the then outstanding principal balance
      of the loan) shall be 20 years (rather than 25 years) and the monthly
      principal and interest payments will change accordingly. If at any time a
      20-year amortization schedule is in effect, from and after the first
      payment date occurring twelve months after Reed International P.L.C. and
      EIsevier NV attain a credit rating (and maintain such rating at all times
      during such 12-month period) higher than BB+ by the rating agencies, the
      amortization schedule (based on the then outstanding principal balance of
      the loan) shall then revert back to 25 years and the monthly principal and
      interest payments will change accordingly. However, in no event shall the
      monthly payments of principal and interest payable by the borrower after
      April 1, 2017, reflect an amortization schedule that would reduce the
      principal balance of the loan to $0.00 subsequent to March 1, 2042.

9     The indicated NOI DSCR and NCF DSCR reflect current scheduled payments as
      of the Cut-off Date for all mortgage loans.

10    The indicated NCF Post IO Period DSCR reflects scheduled payments after
      any applicable partial interest only periods.

11    "Valuation Date" refers to the date as of which the related appraised
      value applies (also known as the "value as-of date").

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.

      With  respect to Mortgage Loan No. 144, Walgreens Cincinnati, Walgreen
      Co. has a 60-year  lease,  but has an option to terminate the lease at the
      end of year 20 and every 5 years thereafter with 6 months notice.

      With  respect to Mortgage Loan No. 164, Walgreens Madeira, Walgreen Co.
      has a 60-year lease, but has an option to terminate the lease at the end
      of year 20 and every 5 years thereafter with 6 months notice.

      With  respect to Mortgage Loan No. 176, Walgreens Sharonville, Walgreen
      Co. has a 60-year lease, but has an option to terminate the lease at the
      end of year 20 and every 5 years thereafter with 6 months notice.

      With  respect to Mortgage Loan No. 248, Walgreens Dallas, Walgreen
      Co. has a 60-year lease, but has an option to terminate the lease at the
      end of year 20 and every 5 years thereafter with 6 months notice.

13    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.

14    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 balances
      in place considers only mortgage loans on commercial-type properties,
      excluding hospitality, multifamily, manufactured housing community, self
      storage and certain other mortgaged properties.

15    "Other Escrow Description" indicates any other types of escrow required,
      or in certain cases letters 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.

16    "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.

17    "Initial Capital Expenditure Escrow Requirement" indicates the amount
      designated for Capital Expenditure Escrow, or in certain cases the letter
      of credit, that was deposited at loan closing.


                                      II-9



18    "Monthly Capital Expenditure Escrow Requirement" indicates the monthly
      amount designated for 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.

19    "Current Capital Expenditure Escrow Balance" indicates the balance or, in
      certain cases, a letter of credit, in place as of the May, 2007 due dates
      for the MSMCH-originated mortgage loans, and as of the June, 2007 due
      dates for the WFB, BSCMI and PCFII-originated loans.

20    "Initial TI/LC Escrow Requirement" indicates the amount designated for
      Tenant Improvements and Leasing Commissions Escrow or in certain cases the
      letter of credit that was deposited at loan closing.

21    "Monthly TI/LC Escrow Requirement" indicates the monthly amount designated
      for Tenant Improvements and Leasing Commissions Escrow in the loan
      documents for such mortgage loan. In certain instances, the amount of the
      escrow may be capped or collected only for certain periods of time or
      under certain conditions.

22    "Current TI/LC Escrow Balance" indicates the balance or, in certain cases,
      a letter of credit, in place as of the May, 2007 due dates for the
      MSMCH-originated mortgage loans, and as of the June, 2007 due dates for
      the WFB, BSCMI and PCFII- originated loans.

23    "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.

24    The "Prepayment Code" includes the number of loan payments from the first
      Due Date to the stated maturity or in the case of and ARD Loan, the
      Anticipated Repayment Date. "LO" represents the lockout period. "DEF"
      represents defeasance. "DEF/YM1.00" represents either defeasance or the
      greater of yield maintenance and 1.00%, generally at the option of the
      borrower. "YM1.00" represents the greater of yield maintenance and 1.00%.
      "YM" represents yield maintenance. "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 or ARD for which such
      provision applies. See Footnotes 25 and 27 for additional prepayment
      information.

25    Mortgage loans with associated Yield Maintenance prepayment premiums are
      categorized according to unique Yield Maintenance formulas. There are 19
      different Yield Maintenance formulas represented by the loans in the
      subject mortgage loan pool. The different formulas are referenced by the
      letters "A", "B", "C", "D", "E", "F", "G", "H", "I", "J", "K", "L", "M",
      "N", "O", "P", "Q", "R" and "S". Any exceptions to these formulas are
      shown below such formulas. Summaries of the 19 formulas are listed
      beginning on page II-13.

26    The "Administrative Cost Rate" indicated for each mortgage loan will be
      calculated based on the same interest accrual method applicable to each
      mortgage loan.

27    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 1-7,
      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 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 a specified level of financial performance 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-10





                                                        Escrowed
                                                        Holdback
                                                        or Letter
Mtg.                                    Escrow or LOC   of Credit        Outside       Prepayment
Loan                                    Release         Initial          Date          Premium
No.    Property Name                    Conditions      Amount           for Release   Provisions
--------------------------------------------------------------------------------------------------------

  22   Townline Townhomes                     1                $32,000    06/01/2008   Yield Maintenance

  28   Millrock Park North                    2         $3,154,000 LOC    06/01/2008   Yield Maintenance

  94   Oxford Square                          3               $241,469    06/01/2008   Yield Maintenance

 170   Garden Grove Retail                    4               $150,000       NAP       Yield Maintenance

 201   4343 Wisconsin Avenue                  5               $200,000    05/11/2008   Yield Maintenance

 224   Lufthansa Technik Facility             3                $19,375    03/30/2008   Yield Maintenance

 255   Regent Shoppes - St. Cloud, FL         6                $10,051    11/08/2007   Yield Maintenance

 263   18002 Irvine Boulevard                 7                 $6,875    10/31/2007   Yield Maintenance


      All yield maintenance premiums indicated above are to be paid by the
      borrower.


                                      II-11



RELEASE CONDITIONS

1     Borrower furnishes to Lender written disbursement request; all permits,
      bonds, licenses, approvals required by law whether for commencement,
      performance, completion, occupancy, use or otherwise; a copy of the
      construction contract and any change orders and/or other evidence
      reasonably determined by Lender showing the work is completed. In
      addition, the lender has inspected or waived right to inspection.

2     Borrower furnishes to Lender evidence that the DSCR of the premises has
      increase to at least 1.20x.

3     Borrower furnishes to Lender written disbursement request; lien waivers;
      title endorsements; all permits, bonds, licenses, approvals required by
      law whether for commencement, performance, completion, occupancy, use or
      otherwise; a copy of the construction contract and any change orders and a
      statement from an architect, contractor or engineering consultant to the
      extent and cost of the work completed. In addition, the lender has
      inspected or waived right to inspection.

4     Completion of construction for the vacant parcel and a tenant being in
      occupancy of the same.

5     Borrower furnishes to Lender written disbursement request, upon
      satisfaction of certain conditions, including, but not limited to, (i)
      minimum 1.20x DSCR (based on actual mortgage constant) and 0.85x DSCR
      (based on 10% mortgage constant) and (ii) 95% occupancy.

6     At closing, Borrower deposited with lender $10,050.71 to be held as
      additional collateral for the Loan. The funds will be released to borrower
      when lender receives an estoppel certificate the tenant confirming, among
      other things, that Colliers is in occupancy, open for business and paying
      rent under its lease of space at the property. If the Colliers Reserve
      disbursement conditions are not satisfied within six months following loan
      closing, then lender may elect to apply the funds to partially prepay the
      loan subject to a prepayment premium equal to the greater of yield
      maintenance and 1%.

7     Borrower furnishes to Lender written disbursement request; copies of
      evaluations, paid invoices and photos for the work that has been done.


                                      II-12



YIELD MAINTENANCE FORMULAS

A     Commencing on January 1, 2009(1)(2), provided there is no Event of
      Default, Borrower may prepay this Note in full on the first day of any
      calendar month, but not in part, upon ninety (90)((4))(5) days prior
      notice to Lender and upon payment in full of Debt, which will include a
      payment (the "Prepayment Premium") equal to the greater of (i) an amount
      equal to the product of one percent (1%) times the Prepayment Date
      Principal and (ii) the amount by which the sum of the Discounted Values of
      the Note Payments, derived by using the Discount Rate, exceeds the
      Prepayment Date Principal.

      "Discount Rate" means(3) the yield on a U.S. Treasury issue selected by
      Lender, as published in The Wall Street Journal, two (2) weeks prior to
      prepayment, having a maturity date corresponding (or most closely
      corresponding, if not identical) to the Maturity Date, and, if applicable
      a coupon rate corresponding (or most closely corresponding, if not
      identical) to the Fixed Interest Rate(6).

      (1)   With respect to Mortgage Loan No. 46, Soundview Plaza, delete
            "January 1, 2009" and insert "January 1, 2006"

      (2)   With respect to Mortgage Loan No. 99, One Flint Hill, delete
            "January 1, 2009" and insert "March 1, 2006"

      (3)   With respect to Mortgage Loan No. 46, Soundview Plaza, delete "the
            yield on a U.S. Treasury issue selected be Lender as published in
            the Wall Street Journal" and insert "(i) if prepaid during years
            four through eight of the Term, 50 basis points plus the yield on
            the comparable U.S. Treasury issues as described below or (ii) if
            prepaid at any time permitted hereunder except years four through
            eight of the Term, the yield on the comparable U.S. Treasury issue.
            The comparable U.S. Treasury issue to be selected by Lender as
            published in Bloomberg"

      (4)   With respect to Mortgage Loan No. 46, Soundview Plaza, delete
            "ninety (90)" and insert "30"

      (5)   With respect to Mortgage Loan No. 99, One Flint Hill, delete "ninety
            (90)" and insert "60"

      (6)   With respect to Mortgage Loan No. 99, One Flint Hill, insert "plus
            fifty (50) basis points"


                                      II-13



B     Except as otherwise provided herein, Borrower shall not have the right to
      prepay the Loan in whole or in part prior to the Permitted Prepayment
      Date. On or after the Permitted Prepayment Date, Borrower may, provided it
      has given Lender prior written notice in accordance with the terms of the
      Loan Agreement, prepay the unpaid principal balance of the Loan in whole,
      but (1)(subject to Section 2.3.1(b) of the Loan Agreement) not in part, by
      paying, together with the amount to be prepaid, (i) interest accrued and
      unpaid on the outstanding principal balance of the Loan being prepaid to
      and including the date of prepayment, (ii) unless prepayment is tendered
      on a Payment Date, an amount equal to the interest that would have accrued
      on the amount being prepaid after the date of prepayment through and
      including the next Payment Date had the prepayment not been made (which
      amount shall constitute additional consideration for the prepayment),
      (iii) all other sums then due under the Loan Agreement, the Notes(2), the
      Mortgages(3) and the other Loan Documents, and (iv) (4)if prepayment
      occurs prior to the Payment Date which is one month prior to the
      (5)Anticipated Repayment Date, a prepayment consideration (the "Prepayment
      Consideration") equal to the greater of (A) one percent (1%) of the
      outstanding principal balance of the Loan 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 under the Loan Agreement including, but
      not limited to, principal and interest on the (6)Anticipated Repayment
      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 (7)aggregate outstanding principal
      amount of the (8)Notes. Lender shall notify Borrower of the amount and the
      basis of determination of the required prepayment consideration. (9)
      (1(0))

      "Prepayment Rate" shall mean the bond equivalent yield (in the secondary
      market) on the United States Treasury Security that as of the Prepayment
      Rate Determination Date has a remaining term to maturity closest to, but
      not exceeding, the remaining term to the 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.

      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the prepayment date.


                                      II-14



B     Notes:

      (1)   With respect to Mortgage Loan No. 74, Rivery Town Center, Mortgage
            Loan No. 75 Gander Mountain River Park, Mortgage Loan No. 9 Maple
            Tree Place, Mortgage Loan No. 19 Gardiner Manor Mall, Mortgage Loan
            No. 30 Century III Plaza, Mortgage Loan No. 45 The Fields Apartment
            Homes, Mortgage Loan No. 101 Crossroads, Mortgage Loan No. 103 Home
            Depot Center, Mortgage Loan No. 105 Bed Bath & Beyond, Mortgage Loan
            No. 113 Chesapeake Commons and Mortgage Loan No. 186 Borders Carmel,
            delete "(subject to Section 2.3.1(b) of the Loan Agreement)

      (2)   With respect to Mortgage Loan No. 74, Rivery Town Center, Mortgage
            Loan No. 75 Gander Mountain River Park, Mortgage Loan No. 9 Maple
            Tree Place, Mortgage Loan No. 19 Gardiner Manor Mall, Mortgage Loan
            No. 30 Century III Plaza, Mortgage Loan No. 45 The Fields Apartment
            Homes, Mortgage Loan No. 101 Crossroads, Mortgage Loan No. 103 Home
            Depot Center, Mortgage Loan No. 105 Bed Bath & Beyond, Mortgage Loan
            No. 113 Chesapeake Commons and Mortgage Loan No. 186 Borders Carmel,
            delete "Notes" and insert "Note."

      (3)   With respect Mortgage Loan No. 74, Rivery Town Center, Mortgage Loan
            No. 75 Gander Mountain River Park, Mortgage Loan No. 9 Maple Tree
            Place, Mortgage Loan No. 19 Gardiner Manor Mall, Mortgage Loan No.
            30 Century III Plaza, Mortgage Loan No. 45 The Fields Apartment
            Homes, Mortgage Loan No. 101 Crossroads, Mortgage Loan No. 103 Home
            Depot Center, Mortgage Loan No. 105 Bed Bath & Beyond, Mortgage Loan
            No. 113 Chesapeake Commons and Mortgage Loan No. 186 Borders Carmel,
            delete "Mortgages" and insert "Mortgage."

      (4)   With respect to Mortgage Loan No. 186, Borders Carmel, delete "if
            prepayment occurs prior to the Payment Date which is one month prior
            to the Anticipated Repayment Date."

      (5)   With respect to Mortgage Loan No. 74, Rivery Town Center, Mortgage
            Loan No. 75 Gander Mountain River Park, Mortgage Loan No. 9 Maple
            Tree Place, Mortgage Loan No. 19 Gardiner Manor Mall, Mortgage Loan
            No. 45 The Fields Apartment Homes, Mortgage Loan No. 101 Crossroads,
            Mortgage Loan No. 105 Bed Bath & Beyond and Mortgage Loan No. 113
            Chesapeake Commons loans, delete "Anticipated Repayment" and insert
            "Maturity."

      (6)   With respect to Mortgage Loan No. 11-12, NY Inland Portfolio,
            Mortgage Loan No. 39-40, CT Inland Portfolio, Mortgage Loan No. 74,
            Rivery Town Center, Mortgage Loan No. 75, Gander Mountain River
            Park, Mortgage Loan No. 9, Maple Tree Place, Mortgage Loan No. 19,
            Gardiner Manor Mall, Mortgage Loan No. 30 Century III Plaza,
            Mortgage Loan No. 45 The Fields Apartment Homes, Mortgage Loan No.
            101 Crossroads, Mortgage Loan No. 103 Home Depot Center, Mortgage
            Loan No. 105 Bed Bath & Beyond and Mortgage Loan No. 113 Chesapeake
            Commons, delete "Anticipated Repayment" and insert "Maturity."

      (7)   With respect to Mortgage Loan No. 74 Rivery Town Center, Mortgage
            Loan No. 75 Gander Mountain River Park, Mortgage Loan No. 9 Maple
            Tree Place, Mortgage Loan No. 19 Gardiner Manor Mall, Mortgage Loan
            No. 30 Century III Plaza, Mortgage Loan No. 45 The Fields Apartment
            Homes, Mortgage Loan No. 101 Crossroads, Mortgage Loan No. 103 Home
            Depot Center, Mortgage Loan No. 105 Bed Bath & Beyond, Mortgage Loan
            No. 113 Chesapeake Commons and Mortgage Loan No. 186 Borders Carmel,
            delete "aggregate."

      (8)   With respect to Mortgage Loan No. 9, Maple Tree Place, Mortgage Loan
            No. 19, Gardiner Manor Mall, Mortgage Loan No. 30, Century III
            Plaza, Mortgage Loan No. 45, The Fields Apartment Homes, Mortgage
            Loan No. 74, Rivery Town Center, Mortgage Loan No. 101 Crossroads,
            Mortgage Loan No. 103 Home Depot Center, Mortgage Loan No. 105 Bed
            Bath & Beyond, Mortgage Loan No. 113 Chesapeake Commons and Mortgage
            Loan No. 186 Borders Carmel, delete "Notes" and insert "Loan."

      (9)   With respect to Mortgage Loan No. 74, Rivery Town Center, insert
            "Notwithstanding the foregoing, Borrower's right to prepay the Loan
            in whole pursuant to this Section 2.3.1(a) is conditioned upon the
            simultaneous prepayment of the Gander Loan in accordance with
            Section 2.3.1(a) of the Gander Loan Agreement."

      (10)  With respect to Mortgage Loan No. 75, Gander Mountain River Park,
            insert "Notwithstanding the foregoing, Borrower's right to prepay
            the Loan in whole pursuant to this Section 2.3.1(a) is conditioned
            upon the simultaneous prepayment of the Rivery Loan in accordance
            with Section 2.3.1(a) of the Rivery Loan Agreement."


                                      II-15



C     Basic Charge.

      Except as provided below, if this Note is prepaid prior to the Open Period
      Start Date, whether such prepayment is voluntary, involuntary or upon
      acceleration of the principal amount of this Note by Lender following(1) a
      Default, Borrower shall pay to Lender on the prepayment date (in addition
      to all other sums then due and owing to Lender under the Loan Documents) a
      prepayment charge equal to the greater of the following two amounts:

                  (1)   an amount equal to 1% of the amount prepaid; or

                  (2)   (2)an amount equal to (a) the amount, if any, by which
                        the sum of the present values as of the prepayment date
                        of all unpaid principal and interest payments required
                        under this Note, calculated by discounting such payments
                        from their respective Due Dates(3) (or, with respect to
                        the payment required on the Maturity Date, from Maturity
                        Date) back to the prepayment date at a discount rate
                        equal to the Periodic Treasury Yield (defined below)
                        exceeds the outstanding principal balance of the Loan as
                        of the prepayment date, multiplied by (b) a fraction
                        whose numerator is the amount prepaid and whose
                        denominator is the outstanding principal balance of the
                        Loan as of the prepayment date.

      For purposes of the foregoing, "Periodic Treasury Yield" means (x) the
      annual yield to maturity of the actively traded non-callable United States
      Treasury fixed interest rate security (other than any such security which
      can be surrendered at the option of the holder at face value in payment of
      federal estate tax or which was issued at a substantial discount) that has
      a maturity closest to (whether before, on or after) the Maturity Date (or
      if two or more such securities have maturity dates equally close to the
      Maturity Date, the average annual yield to maturity of all such
      securities), as reported in The Wall Street Journal or other authoritative
      publication or news retrieval service on the fifth Business Day preceding
      the prepayment date, divided by (y) 12, if the Due Dates are monthly, or
      4, if Due Dates are quarterly.

      Additional Charge.

      If this Note is prepaid on any day other than a Due Date, whether such
      prepayment is voluntary, involuntary or upon full acceleration of the
      principal amount of this Note by Lender following a Default, Borrower
      shall pay to Lender on the prepayment date (in addition to the basic
      prepayment charge described in the section above and all other sums then
      due and owing to Lender under this Note and the other Loan Documents) an
      additional prepayment charge equal to the interest which would otherwise
      have accrued on the amount prepaid (had such prepayment not occurred
      during the period from and including the prepayment date to and
      including the last day of the month in which the prepayment occurred.

      Exclusion.

      Notwithstanding the foregoing, no prepayment charge of any kind shall
      apply in respect to any prepayment resulting from Lender's application
      of any insurance proceeds or condemnation awards to the outstanding
      principal balance of the Loan.


                                      II-16



C     Notes:

(1)   With respect to Mortgage Loan No. 16, Florence Mall, insert: "the
      occurrence and during the continuation of"

(2)   With respect to Mortgage Loan No. 14, Parkshore Plaza 1, delete: "an
      amount equal to (a) the amount, if any, by which the sum of the present
      values as of the prepayment date of all unpaid principal and interest
      payments required under this Note, calculated by discounting such payments
      from their respective Due Dates (or, with respect to the payment required
      on the Maturity Date, from Maturity Date) back to the prepayment date at a
      discount rate equal to the Periodic Treasury Yield (defined below) exceeds
      the outstanding principal balance of the Loan as of the prepayment date,
      multiplied by (b) a fraction whose numerator is the amount prepaid and
      whose denominator is the outstanding principal balance of the Loan as of
      the prepayment date" and insert: "the sum of the present values of all
      then-scheduled payments of principal and interest under the Note assuming
      that all outstanding principal and interest on the Loan is paid on the
      prepayment date (with each such payment and assumed payment discounted to
      its present value at the date of prepayment at the rate which, when
      compounded monthly, is equal to the Periodic Treasury Yield plus 0.50% per
      annum when compounded semi-annually and deducting from the sum of the
      present values any short-term interest paid from the date of prepayment to
      the next succeeding payment date in the event such payment is not made on
      a payment date), over (ii) the principal amount being prepaid".

(3)   With respect to Mortgage Loan No. 16, Florence Mall, delete: "(or, with
      respect to the payment required on the Maturity Date, from Maturity Date)
      back to the prepayment date at a discount rate equal to the Periodic
      Treasury Yield (defined below) exceeds the outstanding principal balance
      of the Loan as of the prepayment date, multiplied by" and insert: "through
      and including the due date occurring on December 1, 2017 back to the
      prepayment date at a discount rate equal to the Periodic Treasury Yield
      (defined below) plus 0.50% exceeds the outstanding principal balance of
      the loan as of the prepayment date multiplied by".


                                      II-17



D     "Yield Maintenance Premium" shall mean an amount equal to the greater of:
      (i) one percent (1%) of the principal amount of the Loan being prepaid or
      (ii) the present value as of the Prepayment Date of the Calculated
      Payments from the Prepayment Date through the Maturity Date determined by
      discounting such payments at the Discount Rate. 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 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
      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,
      when compounded semi annually. As used in this definition, the term "Yield
      Maintenance Treasury Rate" shall mean the sum of (a) 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 and (b) fifty basis points (0.50%). 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-18


E     "Make Whole Premium" (1)means the greater of one percent (1%) of the
      outstanding principal amount of the Loan or a premium calculated (2) as
      provided in subparagraphs (1)-(3) below:

                  (1)   Determine the "Reinvestment Yield." The Reinvestment
      Yield will be equal to the yield on the * U.S. Treasury Issue ("Primary
      Issue") published one week prior to the date of prepayment (3)(4) and
      converted to an equivalent monthly compounded nominal yield. In the event
      there is no market activity involving the Primary Issue at the time of
      prepayment, the Lender shall choose a comparable Treasury Bond, Note or
      Bill ("Secondary Issue") which the Lender reasonably deems to be similar
      to the Primary Issue's characteristics (i.e., rate, remaining time to
      maturity, yield).

      *At this time there is not a U.S. Treasury Issue for this prepayment
      period. At the time of prepayment, Lender shall select in its sole and
      absolute discretion a U.S. Treasury Issue with similar remaining time to
      maturity as the Note(5).

                  (2)   Calculate the "Present Value of the Loan." The Present
      Value of the Loan is the present value of the payments to be made in
      accordance with the Note (6) (all installment payments and any remaining
      payment due on the Maturity Date) discounted at the Reinvestment Yield for
      the number of months remaining from the date of prepayment to the(7)
      Maturity Date.

                  (3)   Subtract the amount of the prepaid proceeds from the
      Present Value of the Loan as of the date of prepayment. Any resulting
      positive differential shall be the premium.

      "Open Period" means the period beginning with the payment date in that
      month which is (8)(9)(10)three month prior to the Maturity Date.

      Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance (11) of the Note until the
      (12)(13)(14)Open Period. From and after such date, provided there is no
      Event of Default, the principal balance of the Note(15) may be prepaid, at
      par, in whole but not in part, upon: (a) not less than (16)30 days prior
      written notice to Lender specifying the date on which prepayment is to be
      made, which prepayment must occur no later than the fifth day of any such
      month unless Borrower pays to Lender all interest that would have accrued
      for the entire month in which(17) the Note is prepaid absent such
      prepayment. If prepayment occurs on a date other than a scheduled monthly
      payment date, Borrower shall make the scheduled monthly payment in
      accordance with the terms of the Note, regardless of any prepayment; (b)
      payment of all accrued and unpaid interest on the outstanding principal
      balance of the Note to the date on which prepayment is to be made; and (c)
      payment of all other Indebtedness then due under the Loan Documents.
      Lender shall not be obligated to accept any prepayment of the principal
      balance of the Note unless it is accompanied by all sums due in connection
      therewith;

      (18)(19)In addition, (20)Borrower shall have the right to prepay (21)the
      unpaid principal balance after the Lockout Date in accordance with the
      terms above provided, however that such prepayment which is prior to the
      Open Period will require the payment of the Make Whole Premium.


                                      II-19



E     Notes:

      (1)   With respect to Mortgage Loan No. 31, Lennox Town Center: insert:
            "(for the Loan, or for Note A or Note B, as applicable)"

      (2)   With respect to Mortgage Loan No. 228, 6614 East Adamo Drive:
            insert: "to the start of the Open Period (defined herein)"

      (3)   With respect to Mortgage Loan No. 41, Reston Sunrise I & II: insert:
            "plus twenty-five (25) basis points, "

      (4)   With respect to Mortgage Loan No. 251, Legacy Corporate Center:
            insert: "plus fifty (50) basis points,"

      (5)   With respect to Mortgage Loan No. 37, Rookwood Tower: insert: "less
            the Open Period."

      (6)   With respect to Mortgage Loan No. 31, Lennox Town Center: insert: "A
            and/or Note B, as applicable"

      (7)   With respect to Mortgage Loan No. 251, Rookwood Tower; Loan No. 41
            Reston Sunrise I & II: delete: "Maturity Date."; insert: "beginning
            of the Open Period."

      (8)   With respect to Mortgage Loan No. 243, Euclid Commons, Loan No. 114
            - Iroquois Shopping Center: delete: "three"; insert: "one"

      (9)   With respect to Mortgage Loan No. 228, 6614 East Adamo Drive; Loan
            No. 28 - Millrock Park North: delete: "three"; insert: "two"

      (10)  With respect to Mortgage Loan No. 41, Reston Sunrise I & II: delete:
            "three"; insert: "twenty-four"

      (11)  With respect to Mortgage Loan No. 31, Lennox Town Center: delete:
            "the Note"; insert: "either Note A or Note B"

      (12)  With respect to Mortgage Loan No. 37, Rookwood Tower: insert: "first
            day of "

      (13)  With respect to Mortgage Loan No. 228, 6614 East Adamo Drive:
            insert: "date which is two (2) months prior to the Maturity Date,
            also known as the"

      (14)  With respect to Mortgage Loan No. 268, 1325 South Lone Hill Avenue:
            delete: "Open Period." insert: "date which is one months prior to
            the Maturity Date."

      (15)  With respect to Mortgage Loan No. 31, Lennox Town Center: insert: "A
            and Note B"

      (16)  With respect to Mortgage Loan No. 114, Iroquois Shopping Center;
            Loan No. 228 - 6614 East Adamo Drive; Loan No. 268 - 1325 South Lone
            Hill Avenue; Loan No. 31 - Lennox Town Center: delete "30"; insert
            "15"

      (17)  With respect to Mortgage Loan No. 31, Lennox Town Center: delete:
            "the Note is"; insert: "Note A and Note B are both"

      (18)  With respect to Mortgage Loan No. 228, 6614 East Adamo Drive:
            delete: "In addition, Borrower shall have the right to prepay the
            unpaid principal balance after the Lockout Date in accordance with
            the terms above provided, however that such prepayment which is
            prior to the Open Period will require the payment of the Make Whole
            Premium." Insert: "In addition to the Loan Prepayment rights set
            forth in paragraph 2.1 (E)(i) hereinabove, after the Lockout Date
            but prior to the date which is two (2) months prior to the Maturity
            Date, Borrower may prepay the principal balance of the Note,
            provided there is no Event of Default, in whole but not in part,
            upon (a) not less than 30 days prior to written notice to the Lender
            specifying the date on which prepayment is to be made, which
            prepayment must occur no later than the fifth day of any such month
            unless Borrower pays to Lender all interest that would have accrued
            for the entire month in which the Note is prepaid, absent such
            prepayment. If prepayment occurs on a date other than a scheduled
            monthly payment date, Borrower shall make the scheduled monthly
            payment in accordance with the terms of the Note regardless of any
            prepayment; (b) payment of all accrued and unpaid interest on the
            outstanding principal balance of the Note to and including the date
            on which prepayment is made, (c) payment of all other Indebtedness
            then due under the Loan Documents, and (d) payment of a Make Whole
            Premium. Lender shall not be obligated to accept any prepayment of
            the principal balance of the Note unless it is accompanied by all
            sums due in connection therewith.


                                      II-20



E     (19)  With respect to Mortgage Loan No. 268, 1325 South Lone Hill Avenue:
            delete: "In addition, Borrower shall have the right to prepay the
            unpaid principal balance after the Lockout Date in accordance with
            the terms above provided, however that such prepayment which is
            prior to the Open Period will require the payment of the Make Whole
            Premium." Insert: "In addition to the Loan Prepayment rights set
            forth in paragraph 2.1 (E)(i) hereinabove, after the Lockout Date
            but prior to the date which is one (1) months prior to the Maturity
            Date, Borrower may prepay the principal balance of the Note,
            provided there is no Event of Default, in whole but not in part,
            upon (a) not less than 30 days prior to written notice to the Lender
            specifying the date on which prepayment is to be made, which
            prepayment must occur no later than the fifth day of any such month
            unless Borrower pays to Lender all interest that would have accrued
            for the entire month in which the Note is prepaid, absent such
            prepayment. If prepayment occurs on a date other than a scheduled
            monthly payment date, Borrower shall make the scheduled monthly
            payment in accordance with the terms of the Note regardless of any
            prepayment; (b) payment of all accrued and unpaid interest on the
            outstanding principal balance of the Note to and including the date
            on which prepayment is made, (c) payment of all other Indebtedness
            then due under the Loan Documents, and (d) payment of a Make Whole
            Premium. Lender shall not be obligated to accept any prepayment of
            the principal balance of the Note unless it is accompanied by all
            sums due in connection therewith.

      (20)  With respect to Mortgage Loan No. 41, Reston Sunrise I & II: delete:
            "Borrower shall have the right to prepay the unpaid principal
            balance after the Lockout Date in accordance with the terms above
            provided"; insert: "and notwithstanding any of the other provisions
            of this Loan Agreement including this Article II, borrower shall
            have the right at its election to prepay the unpaid principal
            balance in whole but not in part at any time on or after the date
            hereof in accordance with the terms in 2.1 (E)(i) above provided,"

      (21)  With respect to Mortgage Loan No. 31, Lennox Town Center: delete:
            "unpaid principal balance"; insert: "all or any portion of the
            aggregate unpaid principal balance of both Note A and Note B"


                                      II-21



F     The term "Yield Maintenance Premium" as used herein shall mean an amount
      equal to 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. 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, when compounded semi-annually. As used in this definition,
      the term "Yield Maintenance Treasury Rate" shall mean the sum of (a) 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, and (b) fifty basis
      points (0.50%). 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-22



G     The term "Yield Maintenance Premium" shall mean an amount equal to the
      present value as of the Prepayment Date of the Calculated Payments from
      the Prepayment Date through the (1)Maturity Date determined by discounting
      such payments at the Discount Rate. 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, 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.

      Notes:

      (1)   With respect to Mortgage Loan No. 246, Claremont University Village,
            insert "date occurring three (3) months prior to the"


                                      II-23



H     "Yield Maintenance Premium" shall mean an amount equal to the greater of:
      (x) one percent (1%) of the principal amount of this Note being prepaid or
      (y) 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 . 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 (1) the
      Applicable Interest Rate and (2) 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, 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-24



I     "Yield Maintenance Premium" shall mean an amount equal to the greater of:
      (x) one percent (1%) of the principal amount of this Note being prepaid or
      (y) 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 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 (1) the Applicable Interest Rate and (2) the Yield
      Maintenance Treasury Rate (hereinafter defined). 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,
      when compounded semiannually. 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-25



J     (1)(2)(i) Borrower shall not have the right or privilege to prepay all or
      any portion of the unpaid principal balance of this Note until the Open
      Period. From and after such date, provided there is no Event of Default,
      the principal balance of this Note may be prepaid, at par, in whole but
      not in part, upon: (a) not less than 30 days prior written notice to
      Lender specifying the date on which prepayment is to be made, which
      prepayment must occur no later than the fifth day of any such month unless
      Borrower pays to Lender all interest that would have accrued for the
      entire month in which this Note is prepaid absent such prepayment; (b)
      payment of all accrued and unpaid interest on the outstanding principal
      balance of this Note to and including the date on which prepayment is to
      be made; and (c) payment of all other Indebtedness then due under the Loan
      Documents. Lender shall not be obligated to accept any prepayment of the
      principal balance of this Note unless it is accompanied by all sums due in
      connection therewith.

      (3)(ii) "Securitization Transaction" shall mean: the sale, transfer or
      assignment of this Note, the other Loan Documents and the Environmental
      Indemnity, or the granting of participations or issuance of mortgage
      pass-through certificates or other securities evidencing a beneficial
      interest in a rated or unrated public offering or private placement, each,
      as designated by Lender, a Securitization Transaction.

      (iii) In addition to the Loan Prepayment rights set forth hereinabove,
      after the Lockout Date ((4)which is the earlier of the date which is two
      (2) years after the date of the (5)Securitization Transaction (as
      hereinafter defined) (6)or the date which is four (4) years after the date
      of the first full debt service payment hereunder) but prior to the Open
      Period, Borrower may prepay the principal balance of this Note, as set
      forth in the immediately preceding paragraph, provided however, that such
      prepayment will require the payment of the Make Whole Premium

                  (7)Borrower agrees that to the extent of any prepayment
      permitted herein, or if Lender accelerates the whole or any part of the
      principal sum evidenced hereby after the occurrence of an Event of
      Default, Borrower waives any right to prepay said principal sum in whole
      or in part without premium and agrees to pay, as yield maintenance
      protection and not as a penalty,(8) the "Make Whole Premium".

                  The Make Whole Premium shall be (8)the greater of one percent
      (1%) of the outstanding principal amount of the Loan or a premium
      calculated as provided in subparagraphs (1)-(3) below:

      (1)         Determine the "Reinvestment Yield." The Reinvestment Yield
      will be equal to the yield on a U.S. Treasury Issue with similar remaining
      time to the (9)Maturity Date as reasonably selected by Lender within one
      week prior to the date of prepayment and converted to an equivalent
      monthly compounded nominal yield (10), or in the event there is no market
      activity involving the U.S. Treasury Issue at the time of prepayment, the
      Lender shall choose a comparable Treasury Bond, Note or Bill which the
      Lender reasonably deems to be similar to the U.S. Treasury Issue's
      characteristics (11) (i.e., rate, remaining time to maturity, yield) (10).

      (2)         Calculate the "Present Value of the Loan." The Present Value
      of the Loan is the present value of the payments to be made hereunder (all
      installment payments and any remaining payment due on the (9)Maturity
      Date) discounted at the Reinvestment Yield for the number of months
      remaining from the date of prepayment to the (9)Maturity Date.

      (3)         Subtract the outstanding principal amount of the Note from the
      Present Value of the Loan as of the date of prepayment. Any resulting
      positive differential shall be the premium.

      Notwithstanding anything in this section to the contrary, during the "Open
      Period" which is the period beginning on the payment date in the month
      which is (12)(13)one month prior to the (9)Maturity Date, no Make Whole
      Premium shall be payable.

      In the event any proceeds from a Casualty or Taking are applied to reduce
      the principal balance hereof, such reduction shall be made without a Make
      Whole Premium, provided no Event of Default then exists under the Loan
      Documents.


                                      II-26



J     Notes:

      (1)   With respect to Mortgage Loan No. 231, Innovative Solutions: insert:
            "Except as otherwise provided in Section 22.19 of the Deed of Trust,
            Fixture Filing, Security Agreement and Assignment of Leases and
            Rents,"

      (2)   With respect to Mortgage Loan No. 265, 2538 Guadalupe Street/2513
            San Antonio Street: insert: "Except as expressly provided in the
            final grammatical paragraph of Paragraph 3 below,"

      (3)   With respect to Loan No. 252, Centennial Shops - delete: " (ii)
            "Securitization Transaction" shall mean: the sale, transfer or
            assignment of this Note, the other Loan Documents and Environmental
            Indemnity, or the granting of participations or issuance of mortgage
            pass-through certificates or other securities evidencing a
            beneficial interest in a rated or unrated public offering or private
            placement, each, as designated by lender, a Securitization
            Transaction."

      (4)   With respect to Loan No. 252, Centennial Shops - delete: "which is
            the earlier of the date which is two (2) years after the date of the
            Securitization Transaction (as hereinafter defined) or the date
            which is four (4) years after the date of the first full debt
            service payment hereunder) but prior to the Open Period"; insert:
            "date which is two (2) years after the date of the Loan Closing,"

      (5)   With respect to Loan No. 267, 1500 West 4th Street: delete:
            "Securitization Transaction (as hereinafter defined) or the date
            which is four (4) years after the date of the first full debt
            service payment hereunder)"; insert: "first full debt service
            payment hereunder)"

      (6)   With respect to Loan No. 231, Innovative Solutions: delete: "or the
            date which is four (4) years after the date of the first full debt
            service payment hereunder)"

      (7)   With respect to Loan No. 187, Lombard Square Shopping Center -
            insert: "Following the Anticipated Repayment Date, Borrower shall
            have the right to prepay the principal balance of this Note, at par,
            in whole but not in part, upon (a) not less than 30 days prior to
            written notice to Lender specifying the date on which prepayment is
            to be made. If prepayment occurs on a date other than the scheduled
            monthly payment date, Borrower shall make the scheduled monthly
            payment in accordance with the terms of this Note, regardless of any
            prepayment; (b) payment of all accrued and unpaid interest on the
            outstanding principal balance of this Note to and including the date
            on which prepayment is to be made; and (c) payment of all other
            Indebtedness then due under the Loan Documents. Lender shall not be
            obligated to accept any prepayment of the principal balance of this
            Note unless it is accompanied by all sums due in connection
            therewith. Notwithstanding anything hereinabove in the paragraph
            (iii) to the contrary, following the Anticipated Repayment Date,
            payments, and prepayments, if any, derived solely from Rents, and
            from no other funds, shall be made and applied in accordance with
            paragraph 11 of this Note."

      (8)   With respect to Loan No. 234, 2101 Smith Street; Loan No. 260, 5701
            Colleyville Boulevard; Loan No. 244, 5903-5905 82nd Street Retail
            Center; Loan No. 265, 2538 Guadalupe/2513 San Antonio Street :
            insert: "the lesser of: (a) the maximum amount which is allowable
            under Texas law limited the amount of interest which ay be
            contracted for, charged or received after considering all other
            amounts constituting or deemed to constitute interest and (b)"

      (9)   With respect to Loan No. 187, Lombard Square Shopping Center -
            delete: "Maturity Date"; insert: "Anticipated Repayment Date"

      (10)  With respect to Loan No. 264, 1546 Golden Gate Avenue: insert: "plus
            fifty basis points."

      (11)  With respect to Loan No. 187, Lombard Square Shopping Center -
            delete: "(i.e., rate, remaining time to maturity, yield)"; insert:
            "(i.e., rate, remaining time to maturity of U.S. Treasury Issue as
            to the time remaining to the Anticipated Repayment Date, yield)"

      (12)  With respect to Loan No. 267, 1500 West 4th Street; Loan No. 222 -
            3250 Craig Drive; delete: "one" insert "two"

      (13)  With respect to Loan No. 252, Centennial Shops; Loan No. 261, 1500
            Lawrence Avenue; Loan No. 166, 2044 Forward Drive; Loan No. 264,
            1546 Golden Gate Avenue; Loan No. 187, Lombard Square Shopping
            Center; Loan No. 265, 2538 Guadalupe/2513 San Antonio Street;
            delete: "one" insert "three"


                                      II-27



K     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.


                                      II-28



L     Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance of the Note except as otherwise
      set forth in the Note.

      Borrower may, provided it has given Lender prior written notice in
      accordance with the terms of the Note, prepay, at any time or from time to
      time, the unpaid principal balance of the Note in whole, but not in part,
      by paying, together with the amount to be prepaid, (i) interest accrued
      and unpaid on the portion of the principal balance of the Note being
      prepaid to and including the date of prepayment, (ii) unless prepayment is
      tendered on the first day of a calendar month, an amount equal to the
      interest that would have accrued on the amount being prepaid after the
      date of prepayment through and including the last day of the calendar
      month in which the prepayment occurs had the prepayment not been made
      (which amount shall constitute additional consideration for the
      prepayment), (iii) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents, and (iv) a prepayment
      consideration (the "Prepayment Consideration") equal to the greater of (A)
      one percent (1%) of the principal balance of the Note being prepaid and
      (B) the excess, if any, of (x) the sum of the present values of all
      then-scheduled payments of principal and interest under the Note
      including, but not limited to, principal and interest on the 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 (hereinafter defined)), over (y) the principal amount
      of the Note being prepaid.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) 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 such Prepayment Rate
      Determination Date. 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 the Prepayment Rate Determination
      Date. The rate so published shall control absent manifest error. The term
      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the scheduled prepayment date. As used herein,
      "Business Day" shall mean any day other than Saturday, Sunday or any other
      day on which banks are required or authorized to close in New York, New
      York.

      Lender shall notify Borrower of the amount and the basis of determination
      of the required Prepayment Consideration. 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.

      Borrower's right to prepay any portion of the principal balance of the
      Note shall be subject to (i) Borrower's submission of a notice to Lender
      setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected
      date.


                                      II-29



M     Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance of the Note except as expressly
      set forth below.

      After the earlier to occur of (i) two (2) years from securitization and
      (ii) the third (3rd) anniversary of the Month-End Date, Borrower may,
      provided it has given Lender prior written notice in accordance with the
      terms of the Note, prepay the unpaid principal balance of the Note in
      whole, but not in part, by paying, together with the amount to be prepaid,
      (a) interest accrued and unpaid on the portion of the principal balance of
      the Note being prepaid to and including the date of prepayment, (b) unless
      prepayment is tendered on the first day of a calendar month, an amount
      equal to the interest that would have accrued on the amount being prepaid
      after the date of prepayment through and including the last day of the
      calendar month in which the prepayment occurs had the prepayment not been
      made (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents, and (d) a prepayment
      consideration (the "Prepayment Consideration") equal to the greater of (i)
      one percent (1%) of the principal balance of the Note being prepaid and
      (ii) the excess, if any, of (A) the sum of the present values of all
      then-scheduled payments of principal and interest under the Note
      including, but not limited to, principal and interest on the date which is
      three (3) calendar months prior to the 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
      (hereinafter defined)), over (B) the principal amount of the Note being
      prepaid.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) 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 such Prepayment Rate
      Determination Date. 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 the Prepayment Rate Determination
      Date. The rate so published shall control absent manifest error. The term
      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the scheduled prepayment date. As used herein,
      "Business Day" shall mean any day other than Saturday, Sunday or any other
      day on which banks are required or authorized to close in New York, New
      York.

      Lender shall notify Borrower of the amount and the basis of determination
      of the required prepayment consideration. 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.

      Borrower's right to prepay any portion of the principal balance of the
      Note shall be subject to (i) Borrower's submission of a notice to Lender
      setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected date
      provided however, in the event such prepayment is not made on the
      projected date, Borrower shall have until the greater of (i) an additional
      ten (10) days from the projected date or (ii) the end of the calendar
      month in which such projected date was to occur, to prepay all amounts
      then due and owing under the Note without having to send Lender additional
      notice (even if such prepayment occurs in the following month in which
      prepayment was projected) so long as Borrower pays (a) interest accrued
      and unpaid on the portion of the principal balance of the Note being
      prepaid to and including the date of prepayment, (b) unless prepayment is
      tendered on the first day of a calendar month, an amount equal to the
      interest that would have accrued on the amount being prepaid after the
      date of prepayment through and including the last day of the calendar
      month in which the prepayment occurs had the prepayment not been made
      (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents (including, but not limited to
      the prepayment consideration).


                                      II-30



N     "Yield Maintenance Premium" shall mean an amount equal to the greater
      of: (x) one percent (1%) of the principal amount of this Note being
      prepaid or (y) the present value as of the Prepayment Date 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 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 (1) the Applicable Interest Rate and (2) the Yield
      Maintenance Treasury Rate (hereinafter defined). 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,
      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-31



O     Following the Defeasance Lockout Date and prior to the Optional Prepayment
      Date, Borrower may, provided it has given Lender prior written notice in
      accordance with the terms of the Note, prepay the unpaid principal balance
      of the Note, in whole, but not in part, by paying, together with the
      amount to be prepaid, (a) interest accrued and unpaid on the portion of
      the principal balance of the Note being prepaid to and including the date
      of prepayment, (b) unless prepayment is tendered on the first day of a
      calendar month, an amount equal to the interest that would have accrued on
      the amount being prepaid after the date of prepayment through and
      including the last day of the calendar month in which the prepayment
      occurs had the prepayment not been made (which amount shall constitute
      additional consideration for the prepayment), (c) all other sums then due
      under the Note, the Security Instrument and the Other Security Documents,
      and (d) if the prepayment occurs prior to the Optional Prepayment Date, a
      prepayment consideration (the "Prepayment Consideration") equal to the
      greater of (i) one percent (1%) of the principal balance of the Note being
      prepaid and (ii) the excess, if any, of (A) the sum of the present values
      of (1) all then-scheduled Interest Only Monthly Payments or Monthly
      Payments, as applicable, and (2) the amount of interest and principal
      scheduled to be outstanding on the Optional Prepayment Date (without
      giving effect to any payment required to be made on such date, and with
      each such payment or amount discounted to its present value at the date of
      prepayment at the rate which, when compounded monthly, is equivalent to
      the Prepayment Rate (hereinafter defined)) over (B) the principal amount
      of the Note being prepaid.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) has a remaining
      term to maturity closest to, but not exceeding, the remaining term to the
      Optional Prepayment Date, as most recently published in the "Treasury
      Bonds, Notes and Bills" section in The Wall Street Journal as of such
      Prepayment Rate Determination Date. 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 the Prepayment Rate
      Determination Date. The rate so published shall control absent manifest
      error. The term "Prepayment Rate Determination Date" shall mean the date
      which is five (5) Business Days prior to the scheduled prepayment date. As
      used herein, "Business Day" shall mean any day other than Saturday, Sunday
      or any other day on which banks are required or authorized to close in New
      York, New York.

      Lender shall notify Borrower of the amount and the basis of determination
      of the required prepayment consideration. 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.

      Borrower's right to prepay any portion of the principal balance of the
      Note shall be subject to (i) Borrower's submission of a notice to Lender
      setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected
      date.


                                      II-32



P     Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance of the Note except as expressly
      set forth below.

      After the earlier to occur of (i) two (2) years from securitization and
      (ii) the third (3rd) anniversary of the Month-End Date, Borrower may,
      provided it has given Lender prior written notice in accordance with the
      terms of the Note, prepay the unpaid principal balance of the Note in
      whole, but not in part, by paying, together with the amount to be prepaid,
      (a) interest accrued and unpaid on the portion of the principal balance of
      the Note being prepaid to and including the date of prepayment, (b) unless
      prepayment is tendered on the first day of a calendar month, an amount
      equal to the interest that would have accrued on the amount being prepaid
      after the date of prepayment through and including the last day of the
      calendar month in which the prepayment occurs had the prepayment not been
      made (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents, and (d) a prepayment
      consideration (the "Prepayment Consideration") equal to the greater of (i)
      one percent (1%) of the principal balance of the Note being prepaid and
      (ii) the excess, if any, of (A) the sum of the present values of all
      then-scheduled payments of principal and interest under the Note
      including, but not limited to, principal and interest on the 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 (hereinafter defined)), over (B) the principal amount
      of the Note being prepaid.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) 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 such Prepayment Rate
      Determination Date. 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 the Prepayment Rate Determination
      Date. The rate so published shall control absent manifest error. The term
      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the scheduled prepayment date. As used herein,
      "Business Day" shall mean any day other than Saturday, Sunday or any other
      day on which banks are required or authorized to close in New York, New
      York.

      Lender shall notify Borrower of the amount and the basis of determination
      of the required prepayment consideration. 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.

      Borrower's right to prepay any portion of the principal balance of the
      Note shall be subject to (i) Borrower's submission of a notice to Lender
      setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected date
      provided however, in the event such prepayment is not made on the
      projected date, Borrower shall have until the greater of (i) an additional
      ten (10) days from the projected date or (ii) the end of the calendar
      month in which such projected date was to occur, to prepay all amounts
      then due and owing under the Note without having to send Lender additional
      notice (even if such prepayment occurs in the following month in which
      prepayment was projected) so long as Borrower pays (a) interest accrued
      and unpaid on the portion of the principal balance of the Note being
      prepaid to and including the date of prepayment, (b) unless prepayment is
      tendered on the first day of a calendar month, an amount equal to the
      interest that would have accrued on the amount being prepaid after the
      date of prepayment through and including the last day of the calendar
      month in which the prepayment occurs had the prepayment not been made
      (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents (including, but not limited to
      the prepayment consideration).


                                      II-33



Q     Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance of the Note except as expressly
      set forth below.

      After the earlier to occur of (i) two (2) years from securitization and
      (ii) the third (3rd) anniversary of the Month-End Date, Borrower may,
      provided it has given Lender prior written notice in accordance with the
      terms of the Note, prepay the unpaid principal balance of the Note in
      whole, but not in part, by paying, together with the amount to be prepaid,
      (a) interest accrued and unpaid on the portion of the principal balance of
      the Note being prepaid to and including the date of prepayment, (b) unless
      prepayment is tendered on the first day of a calendar month, an amount
      equal to the interest that would have accrued on the amount being prepaid
      after the date of prepayment through and including the last day of the
      calendar month in which the prepayment occurs had the prepayment not been
      made (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents, and (d) a prepayment
      consideration (the "Prepayment Consideration") equal to the greater of (i)
      one percent (1%) of the principal balance of the Note being prepaid and
      (ii) the excess, if any, of (A) the sum of the present values of all
      then-scheduled payments of principal and interest under the Note
      including, but not limited to, principal and interest on the date which is
      three (3) calendar months prior to the 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
      (hereinafter defined)), over (B) the principal amount of the Note being
      prepaid.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) 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 such Prepayment Rate
      Determination Date. 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 the Prepayment Rate Determination
      Date. The rate so published shall control absent manifest error. The term
      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the scheduled prepayment date. As used herein,
      "Business Day" shall mean any day other than Saturday, Sunday or any other
      day on which banks are required or authorized to close in New York, New
      York.

      Lender shall notify Borrower of the amount and the basis of determination
      of the required prepayment consideration. 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.

      Borrower's right to prepay any portion of the principal balance of the
      Note shall be subject to (i) Borrower's submission of a notice to Lender
      setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected date
      provided however, in the event such prepayment is not made on the
      projected date, Borrower shall have until the greater of (i) an additional
      ten (10) days from the projected date or (ii) the end of the calendar
      month in which such projected date was to occur, to prepay all amounts
      then due and owing under the Note without having to send Lender additional
      notice (even if such prepayment occurs in the following month in which
      prepayment was projected) so long as Borrower pays (a) interest accrued
      and unpaid on the portion of the principal balance of the Note being
      prepaid to and including the date of prepayment, (b) unless prepayment is
      tendered on the first day of a calendar month, an amount equal to the
      interest that would have accrued on the amount being prepaid after the
      date of prepayment through and including the last day of the calendar
      month in which the prepayment occurs had the prepayment not been made
      (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents (including, but not limited to
      the prepayment consideration).


                                      II-34



R     Following the earlier of (i) two years following the effective Startup
      Date (as such term is defined in Section 860(G)(a)(9) of the Internal
      Revenue Code of 1986, as amended) of the issuance of Securities (as
      defined in Article 12 herein) or (ii) the fourth anniversary of the
      Month-End Date, and prior to the Optional Prepayment Date, Borrower may,
      provided it has given Lender prior written notice in accordance with the
      terms of this paragraph, prepay the unpaid principal balance of the Note
      in whole, but not in part, by paying, together with the amount to be
      prepaid, (a) interest accrued and unpaid on the portion of the principal
      balance of the Note being prepaid to and including the date of prepayment,
      (b) unless prepayment is tendered on the first day of a calendar month, an
      amount equal to the interest that would have accrued on the amount being
      prepaid after the date of prepayment through and including the last day of
      the calendar month in which the prepayment occurs had the prepayment not
      been made (which amount shall constitute additional consideration for the
      prepayment), (c) all other sums then due under the Note, the Security
      Instrument and the Other Security Documents, and (d) a prepayment
      consideration (the "Prepayment Consideration") equal to the greater of (i)
      one percent (1%) of the principal balance of the Note being prepaid and
      (ii) the excess, if any, of (A) the sum of the present values of all
      then-scheduled payments of principal and interest under the Note
      including, but not limited to, principal and interest on the Optional
      Prepayment 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 (hereinafter defined)), over (B) the
      principal amount of the Note being prepaid.

      Borrower's right to prepay the principal balance of the Note pursuant to
      this paragraph shall be subject to (i) Borrower's submission of a notice
      to Lender setting forth the amount to be prepaid and the projected date of
      prepayment, which date shall be no less than thirty (30) or more than
      sixty (60) days from the date of such notice, and (ii) Borrower's actual
      payment to Lender of the amount to be prepaid as set forth in such notice
      on the projected date set forth in such notice or any day following such
      projected date occurring in the same calendar month as such projected
      date.

      From and after the Optional Prepayment Date, Borrower may, provided it has
      given Lender prior written notice in accordance with the terms of the
      Note, prepay the unpaid principal balance of the Note by paying, together
      with the amount to be prepaid, (a) interest accrued and unpaid on the
      portion of the principal balance of the Note being prepaid to and
      including the date of prepayment, (b) unless prepayment is tendered on the
      first day of a calendar month, an amount equal to the interest that would
      have accrued on the amount being prepaid after the date of prepayment
      through and including the last day of the calendar month in which the
      prepayment occurs had the prepayment not been made (which amount shall
      constitute additional consideration for the prepayment) and (c) all other
      sums then due under the Note, the Security Instrument and the Other
      Security Documents.

      Except for prepayments made by application of Excess Cash Flow in
      accordance with the terms of the Note, prepayments of the principal amount
      of the Note may be made in whole only, and not in part.

      Following an Event of Default and acceleration of the Note, if Borrower or
      anyone on Borrower's behalf makes a tender of payment of the amount
      necessary to satisfy the indebtedness evidenced by the Note and secured by
      the Security Instrument at any time prior to foreclosure sale (including,
      but not limited to, sale under power of sale under the Security
      Instrument), or during any redemption period after foreclosure, the tender
      of payment shall constitute an evasion of the prepayment prohibition
      contained in this Article 5 and shall, therefore, to the maximum extent
      permitted by law, include an amount equal to the greater of (i) three
      percent (3%) of the then principal amount of the Note and (ii) an amount
      equal to the excess of (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 principal and
      interest payable on the Maturity Date) which would have been scheduled to
      be payable after the date of such tender under the Note had the Note not
      been accelerated, 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 (as hereinafter defined), over (B) the
      then principal amount of the Note.

      The term "Prepayment Rate" means the bond equivalent yield (in the
      secondary market) on the United States Treasury Security that as of the
      Prepayment Rate Determination Date (hereinafter defined) 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 payment. If more than one issue of United States
      Treasury Securities has the remaining term to the Optional Prepayment Date
      referred to above, the "Prepayment Rate" shall be the yield on the United
      States Treasury Security most recently issued as of such date. The term
      "Prepayment Rate Determination Date" shall mean the date which is five (5)
      Business Days prior to the prepayment date. The rate so published shall
      control absent manifest error. As used herein, "Business Day" shall mean
      any day other than Saturday, Sunday or any other day on which banks are
      required or authorized to close in New York, New York.

      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.


                                      II-35



S     ...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 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. As used herein, the defined terms used herein shall
      have the following meanings: (a) "Prepayment Date" shall mean the date on
      which prepayment premium is made or with respect to subsection (h) 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 or one shorter) most nearly approximating the
      term of the Loan. 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-36

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 1 - 360 PARK AVENUE SOUTH
--------------------------------------------------------------------------------


                       [6 PHOTOS OF 360 PARK AVENUE SOUTH]




                                      IV-1



--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 1 - 360 PARK AVENUE SOUTH
--------------------------------------------------------------------------------


                         [MAP OF 360 PARK AVENUE SOUTH]




                                      IV-2



--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 1 - 360 PARK AVENUE SOUTH
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $220,000,000

CUIV-OFF DATE BALANCE:                     $220,000,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       April 1, 2007

INTEREST RATE:                            6.044%

AMORTIZATION(1):                          Interest Only through March 1, 2017.
                                          Principal and interest payments of
                                          $1,423,386.17 beginning April 1, 2017
                                          through the maturity date.

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            March 1, 2022

EXPECTED MATURITY BALANCE:                $199,546,949

SPONSOR:                                  Susan Zises Green, Bonnie Englebardt,
                                          Carol S. Weisman and Lois R. Zarro

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until 2 years after the
                                          REMIC "starIV-up" date, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without penalty on and
                                          after December 1, 2021.

LOAN PER SF:                              $486.94

UP-FRONT RESERVES:                        RE Tax:            $813,270
                                          Cap Ex:            $9,413
                                          Other:             $1,000,000

ONGOING RESERVES:                         RE Tax:            $271,090 / month
                                          Insurance:         Springing
                                          Cap Ex:            $9,413 / month

LOCKBOX:                                  Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Urban

LOCATION:                                 New York, NY

YEAR BUILT/RENOVATED:                     1913 / 2003

PERCENT LEASED(2):                        100.0%

SQUARE FOOTAGE:                           451,800

THE COLLATERAL:                           20-story urban office building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Cushman & Wakefield, Inc.


3RD MOST RECENT NOI (AS OF):              $19,305,386 (TTM 12/31/2004)

2ND MOST RECENT NOI (AS OF):              $18,965,418 (TTM 12/31/2005)

MOST RECENT NOI (AS OF):                  $16,212,929 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $21,523,805

U/W NET CASH FLOW:                        $20,566,989

U/W OCCUPANCY:                            97.0%

APPRAISED VALUE:                          $323,000,000

CUIV-OFF DATE LTV:                         68.1%

MATURITY DATE LTV:                        61.8%

DSCR:                                     1.53x

POST IO DSCR:                             1.20x
--------------------------------------------------------------------------------

(1)   On or after April 1, 2017, if at any time, and from time to time, Reed
      International P.L.C. and/or Elsevier NV are rated BB+ or lower by the
      rating agencies, the amortization schedule (based on the then outstanding
      principal balance of the loan) shall be 20 years (rather than 25 years)
      and the monthly principal and interest payments will change accordingly.
      If at any time a 20-year amortization schedule is in effect, from and
      after the first payment date occurring twelve months after Reed
      International P.L.C. and EIsevier NV attain a credit rating (and maintain
      such rating at all times during such 12-month period) higher than BB+ by
      the rating agencies, the amortization schedule (based on the then
      outstanding principal balance of the loan) shall then revert back to 25
      years and the monthly principal and interest payments will change
      accordingly. However, in no event shall the monthly payments of principal
      and interest payable by the borrower after April 1, 2017, reflect an
      amortization schedule that would reduce the principal balance of the loan
      to $0.00 subsequent to March 1, 2042.

(2)   Percent leased is based on the lease to Reed Elsevier Inc.

THE 360 PARK AVENUE SOUTH LOAN.

      THE LOAN. The largest loan (the "360 Park Avenue South Loan") is evidenced
by three pari passu promissory notes and is secured by a first priority mortgage
on the 360 Park Avenue South office property located in New York, New York (the
"360 Park Avenue South Property"). The 360 Park Avenue South Loan was originated
on February 15, 2007 by Bear Stearns Commercial Mortgage, Inc.

      THE BORROWER. The borrower is 360 Park Avenue South Delaware Associates,
LLC, a Delaware limited liability company (the "360 Park Avenue South Borrower")
that owns no material assets other than the 360 Park Avenue South Property and
related interests. The 360 Park Avenue South Borrower is indirectly owned by the
principals of Enterprise Asset Management, Inc. ("EAM"), Susan Zises Green,
Bonnie Englebardt, Carol S. Weisman and Lois R. Zarro. EAM is a privately owned,
family-run business founded in 1968 with the intent to acquire, develop and
manage real estate throughout the United States. Headquartered in New York City,
EAM currently owns interests in




                                      IV-3



two regional shopping malls containing over 1.0 million square feet of gross
area. In addition, EAM owns interests in approximately 3.0 million square feet
of office buildings and over 1,000 multifamily residential units.

      THE PROPERTY. The 360 Park Avenue South Property is a 20-story, 451,800
square foot office building located on the southwest corner of Park Avenue South
and East 26th Street in New York City. The 360 Park Avenue South Property was
originally built in 1913 and underwent substantial renovations ending in 2003 at
a total cost of approximately $46 million. The property is currently 100% leased
to Reed Elsevier Inc. through December 31, 2021. The lease is guaranteed by Reed
Elsevier PLC and Reed Elsevier NV, each of which has a corporate credit rating
of A-/Baa1/A- from Fitch/Moody's/S&P, respectively. The 360 Park Avenue South
Property serves as the corporate headquarters for Reed Business Information (a
division of the Reed Elsevier Group), who reportedly spent approximately $50
million building out their space. The Reed Elsevier Group operates as a
publisher and information provider, including science and medical, legal,
education and business publishing and has approximately 36,000 employees in over
200 worldwide locations. Its two parent companies, Reed Elsevier PLC and Reed
Elsevier NV, are listed on the London and Amsterdam Stock Exchanges. Both
companies' ADRs are listed on the NYSE under the ticker symbols "RUK" and "ENL",
respectively. The combined companies have a market capitalization of
approximately (euro)23 billion.

      The following table presents certain information relating to the lease
rollover at the 360 Park Avenue South Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          0           $0.00             0%          0%            0%                 0%
     2007           0           $0.00             0%          0%            0%                 0%
     2008           0           $0.00             0%          0%            0%                 0%
     2009           0           $0.00             0%          0%            0%                 0%
     2010           0           $0.00             0%          0%            0%                 0%
     2011           0           $0.00             0%          0%            0%                 0%
     2012           0           $0.00             0%          0%            0%                 0%
     2013           0           $0.00             0%          0%            0%                 0%
     2014           0           $0.00             0%          0%            0%                 0%
     2015           0           $0.00             0%          0%            0%                 0%
     2016           0           $0.00             0%          0%            0%                 0%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       1          $56.30           100%        100%          100%               100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenant at
the 360 Park Avenue South 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
------------------------------------------------------------------------------------------------------------------

Reed Elsevier Inc.        A-/Baa1/A-     451,800    100%       $25,437,389      100%         $56.30     12/31/2021
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   451,800    100%       $25,437,389      100%         $56.30
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants                 NAP              0      0%                $0        0%          $0.00        NAP
Vacant Space                  NAP              0      0%                $0        0%          $0.00        NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   451,800    100%       $25,437,389      100%         $56.30
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      ESCROWS AND RESERVES. The 360 Park Avenue South Borrower is required to
escrow 1/12 of annual real estate taxes monthly. The amounts shown are the
current monthly collections. Insurance reserves spring upon the occurrence of an
event of default or upon the failure of the 360 Park Avenue South Borrower to
provide evidence of payment of insurance premiums or maintain a blanket
insurance policy. The 360 Park Avenue South Borrower is also required to escrow
$9,413 monthly in a Cap Ex reserve, subject to a cap of $1,250,000. In addition,
at loan origination the 360 Park Avenue South Borrower deposited $1,000,000 into
a reserve account for required repairs to correct the Local Law 11 deficiency
per the mortgage loan documents.

      LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
the 360 Park Avenue South Loan.

      PROPERTY MANAGEMENT. The 360 Park Avenue South Property is managed by
Cushman & Wakefield, Inc. Cushman & Wakefield, Inc. provides clients with a
variety of real estate related services and has 11,000-plus worldwide employees,
located in 192 offices throughout 58 countries.




                                      IV-4



      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM INSURANCE. Generally, the 360 Park Avenue South Borrower is
required to insure the 360 Park Avenue South Property against risk of loss on
account of acts of terrorism. However, the 360 Park Avenue South Borrower is
required to maintain terrorism insurance only to the extent obtainable for a
maximum annual premium equal to 150% of the cost of the initial terrorism
insurance premium.

      Certain additional information regarding the 360 Park Avenue South Loan
and the 360 Park Avenue South Property is set forth on Appendix II hereto.




                                      IV-5



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-6



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 2 - LEGACY VILLAGE
--------------------------------------------------------------------------------


                          [4 PHOTOS OF LEGACY VILLAGE]




                                      IV-7



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 2 - LEGACY VILLAGE
--------------------------------------------------------------------------------


                             [MAP OF LEGACY VILLAGE]




                                      IV-8



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 2 - LEGACY VILLAGE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     MSMCH

ORIGINAL BALANCE(1):                      $108,000,000

CUIV-OFF DATE BALANCE(1):                  $100,574,654

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       February 1, 2004

INTEREST RATE:                            5.625%

AMORTIZATION:                             300 months

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            January 1, 2014

EXPECTED MATURITY BALANCE:                $81,806,878

SPONSORS:                                 First Interstate Legacy  Village
                                          Partners LLC, National Electric
                                          Benefit Pension Fund, and Northern
                                          Ohio Building and Construction
                                          Trades Real Estate Investment Group.

INTEREST CALCULATION:                     30/360

CALL PROTECTION:                          Locked out until January 1, 2009.
                                          Thereafter, prepayable with the
                                          greater of yield maintenance and 1%
                                          of the principal balance being
                                          prepaid. Prepayable without penalty
                                          from and after November 1, 2013.

LOAN PER SF:                              $169.12

UP-FRONT RESERVES:                        RE Tax:            $340,200
                                          TI/LC:             $13,649,873

ONGOING RESERVES:                         RE Tax:            $48,600 / month

LOCKBOX:                                  None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Specialty

LOCATION:                                 Lyndhurst, OH

YEAR BUILT/RENOVATED:                     2003 / NAP

PERCENT LEASED(2):                        94.7%

SQUARE FOOTAGE:                           594,682

THE COLLATERAL:                           Legacy Village is a 594,682 square
                                          foot lifestyle center

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Bayer Properties, L.L.C


3RD MOST RECENT NOI (AS OF):              $8,806,907 (TTM 12/31/2004)

2ND MOST RECENT NOI (AS OF):              $11,049,988 (TTM 12/31/2005)

MOST RECENT NOI (AS OF):                  $11,438,408 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $10,814,932

U/W NET CASH FLOW:                        $10,316,980

U/W OCCUPANCY:                            94.7%

APPRAISED VALUE:                          $165,000,000

CUIV-OFF DATE LTV:                         61.0%

MATURITY LTV:                             49.6%

DSCR:                                     1.28x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   The subject loan was funded in two parts. The first note with an original
      principal balance of $98,000,000 was funded on December 4, 2003 and an
      additional note in the original principal balance of $10,000,000 was
      funded on December 23, 2004.

(2)   Percent Leased is based on the rent roll dated April 11, 2007.

THE LEGACY VILLAGE LOAN.

      THE LOAN. The second largest loan (the "Legacy Village Loan"), as
evidenced by (i) a certain Promissory Note in the amount of $98,000,000, dated
as of December 4, 2003 and (ii) a certain Promissory Note in the amount of
$10,000,000, dated as of December 23, 2004 (together, the "Legacy Village
Note"), is secured by a first priority fee Open-End Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing Statement, dated as of
December 4, 2003 and amended on December 23, 2004 (the "Legacy Village
Mortgage") encumbering the 594,682 square foot lifestyle shopping center known
as Legacy Village, located in Lyndhurst, Ohio (the "Legacy Village Property").
The Legacy Village Loan was originated on December 4, 2003 by or on behalf of
Teacher's Insurance and Annuity Association of America, the
predecessor-in-interest to Morgan Stanley Mortgage Capital Holdings LLC.

      THE BORROWER. The borrower is Legacy Village Investors LLC and Legacy
Village Partners LLC, a Delaware limited liability company (the "Legacy Village
Borrower"). The sponsors are First Interstate Legacy Village Partners LLC (25%),
National Electric Benefit Pension Fund ("NEBF") (71.9%), and Northern Ohio
Building and Construction Trades Real Estate Investment Group ("NOBCT") (3.1%).
Mitchell Schneider is the managing member of First Interstate Legacy Village
Partners Ltd and the president of First Interstate Properties LLC, an Ohio-based
retail real estate development and management company. NEBF is a multi-employer
defined benefit pension plan for union members of the International Brotherhood
of Electrical Workers and the National Electric Contractors Association. NOBCT
is an open-ended, co-mingled fund consisting of contributions from four local
trade pension funds.




                                      IV-9



      THE PROPERTY. The Legacy Village Property is located in Lyndhurst, Ohio,
at 25001 Cedar Road. The Legacy Village Property is located in a suburban retail
corridor approximately 10 miles east of Cleveland. The site is proximate to
Cleveland's eastern suburbs, including the adjacent suburbs of Beachwood, Pepper
Pike, Orange and Shaker Heights. The Legacy Village Property was originally
constructed in 2003, and it consists of a 594,682 square foot mixed-use retail,
grocery, restaurant and entertainment center. The Legacy Village Property is
situated on approximately 67 acres and includes 2,576 parking spaces. The Legacy
Village Property is anchored by Dick's Sporting Goods, Giant Eagle, Crate &
Barrel, Joseph Beth, Talbot's, Apple Computer, Cheesecake Factory and
Restoration Hardware. Expo Design Center, which is owned by The Home Depot Inc.,
closed its 90,900 square foot store in 2005. The closure was due to larger
corporate issues for the store concept. The lease runs through 2044 and is
guaranteed by The Home Depot Inc. which is rated A+/Aa3/A+ by Fitch, Moody's,
and S&P, respectively. The tenant is dark but still paying rent. The Home Depot
has subleased 50% of the space to Gold's Gym. The Legacy Village Property has
increased its sales since the vacancy.

      The following table presents certain information relating to the lease
rollover at the Legacy Village Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          12          $0.00            5%           5%           0%                  0%
    2007             0          $0.00            0%           5%           0%                  0%
    2008             4         $57.93            1%           6%           2%                  2%
    2009             3         $54.66            1%           7%           1%                  3%
    2010             4         $54.92            2%           9%           3%                  6%
    2011             4         $29.61            1%          10%           1%                  7%
    2012             2         $51.33            1%          10%           1%                  8%
    2013            13         $43.99           15%          25%          21%                 29%
    2014            10         $44.64            7%          32%          10%                 39%
    2015             2         $37.49            2%          34%           2%                 42%
    2016             2         $39.17            4%          38%           6%                 47%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       10         $25.73           62%         100%          53%                100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenants
at the Legacy Village 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
------------------------------------------------------------------------------------------------------------------

Giant Eagle                --/--/--       80,363     14%        $2,364,537       13%         $29.42     10/31/2023
Expo Design Center
  (dark)                   A+/Aa3/A+      92,373     16%        $2,055,595       11%         $22.25     01/31/2044
Dick's Sporting Goods      --/--/--       81,665     14%        $1,570,679        9%         $19.23     01/31/2019
Crate & Barrel             --/--/--       35,925      6%        $1,022,541        6%         $28.46     10/31/2018
Talbot's                   --/--/--       24,085      4%          $928,795        5%         $38.56     01/31/2016
Joseph Beth                --/--/--       26,628      4%          $796,795        4%         $29.92     10/31/2018
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   341,039     57%        $8,738,942       48%         $25.62
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants               Various      222,087     37%        $9,293,188       52%         $41.84      Various
Vacant Space                  NAP         31,556      5%                $0        0%          $0.00         NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   594,682    100%       $18,032,130      100%         $30.32
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      ESCROWS AND RESERVES. The Legacy Village Borrower initially deposited
$340,200 into the real estate tax escrow account and is required to escrow 1/12
of annual real estate taxes monthly. The amounts shown are the current monthly
collections. The Legacy Village Borrower initially deposited $2,582,960 into a
tenant improvement reserve account (vacant space), from which the Legacy Village
Borrower can draw upon in order to pay for tenant improvements and leasing
commissions for new tenants occupying vacant space at the Legacy Village
Property. The Legacy Village Borrower initially deposited $11,066,913 into a
tenant improvement reserve account (leased space), from which the Legacy Village
Borrower can draw upon in order to pay for specific tenant improvements for
which the Legacy Village Borrower is contractually obligated to pay for existing
tenants at the Legacy Village Property.

      LOCKBOX AND CASH MANAGEMENT. There is no lockbox in place with respect to
the Legacy Village Loan.

      PROPERTY MANAGEMENT. Effective as of April 2007, the Legacy Village
Property is managed by Bayer Properties, LLC, which is not an affiliate of the
Legacy Village Borrower. The management agreement is subordinate to the Legacy
Village Loan.




                                      IV-10



      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST.  Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS.  Not allowed.

      TERRORISM INSURANCE. Generally, the Legacy Village Borrower is required to
insure the Legacy Village Property against risk on account of acts of terrorism.

      Certain additional information regarding the Legacy Village Loan and the
Legacy Village Property is set forth on Appendix II hereto.




                                      IV-11



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-12



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 3 - C&S WHOLESALE PORTFOLIO
--------------------------------------------------------------------------------


                      [6 PHOTOS OF C&S WHOLESALE PORTFOLIO]




                                      IV-13



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 3 - C&S WHOLESALE PORTFOLIO
--------------------------------------------------------------------------------


                        [MAP OF C&S WHOLESALE PORTFOLIO]




                                      IV-14



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 3 - C&S WHOLESALE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $82,500,000

CUIV-OFF DATE BALANCE:                     $82,500,000

LOAN PURPOSE:                             Acquisition

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       May 1, 2007

INTEREST RATE:                            5.480%

AMORTIZATION:                             Interest Only

ARD:                                      April 1, 2017

HYPERAMORTIZATION:                        After the ARD, the loan interest
                                          rate steps up to the lesser of (i)
                                          7.480% and (ii) the maximum rate
                                          permitted by applicable law.

MATURITY DATE:                            April 1, 2037

EXPECTED ARD BALANCE:                     $82,500,000

SPONSOR:                                  Inland American Real Estate Trust,
                                          Inc.

INTEREST CALCULATION:                     30/360

CALL PROTECTION:                          Locked out through March 31, 2010.
                                          In connection with any voluntary
                                          prepayment, the borrower must pay a
                                          premium equal to the greater of a
                                          yield maintenance premium and 1% of
                                          the principal balance. Prepayable
                                          without penalty on and after March 1,
                                          2017.

LOAN PER SF:                              $47.94

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Cap Ex:            Springing

LOCKBOX:                                  Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Portfolio

PROPERTY TYPE:                            Industrial

PROPERTY SUB-TYPE:                        Warehouse / Cold Storage

LOCATION:                                 Various - See Table

YEAR BUILT/RENOVATED:                     Various - See Table

PERCENT LEASED(1):                        100.0%

THE COLLATERAL:                           One warehouse and 3 cold storage
                                          industrial properties

PROPERTY MANAGEMENT:                      Inland American Industrial
                                          Management LLC


3RD MOST RECENT NOI (AS OF):              NAP

2ND MOST RECENT NOI (AS OF):              NAP

MOST RECENT NOI (AS OF):                  NAP

U/W NET OP. INCOME:                       $9,528,771

U/W NET CASH FLOW:                        $8,521,052

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $152,850,000

CUIV-OFF DATE LTV:                         54.0%

ARD LTV:                                  54.0%

DSCR:                                     1.88x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent leased is based on the leases expiring in 2022.

THE C&S WHOLESALE PORTFOLIO LOAN.

      THE LOAN. The third largest loan (the "C&S Wholesale Portfolio Loan") is
evidenced by four promissory notes and is secured by three first priority
mortgages and one first priority indemnity deed of trust on the C&S Wholesale
Portfolio, a portfolio of four industrial properties located in Massachusetts
and Maryland (the "C&S Wholesale Portfolio Properties"). The C&S Wholesale
Portfolio Loan was originated on March 13, 2007 by Bear Stearns Commercial
Mortgage, Inc.

      THE BORROWER. The borrowers are Inland American Westfield Summit Lock,
L.L.C., Inland American North Hatfield, L.L.C., Inland American South Hatfield
Elm, L.L.C., and Inland American Aberdeen Old Philadelphia SPE, L.L.C., each a
Delaware limited liability company (collectively, the "C&S Wholesale Portfolio
Borrower"). Inland American Westfield Summit Lock, L.L.C., Inland American North
Hatfield, L.L.C., Inland American South Hatfield Elm, L.L.C. each own only their
respective property. Inland American Aberdeen Old Philadelphia SPE, L.L.C. owns
no material assets. Inland American Aberdeen Old Philadelphia, L.L.C.
("Grantor") is the grantor under the Maryland Indemnity Deed of Trust and owns
no assets other than the related borrower and the property located in Aberdeen,
Maryland. The sole member of the C&S Wholesale Portfolio Borrower is Inland
American Real Estate Trust, Inc., a subsidiary of the Inland Group Inc.
("Inland"). Inland, together with its subsidiaries and affiliates, is a
fully-integrated real estate company providing property management, leasing,
marketing, acquisition, development, redevelopment, syndication, renovation,
construction finance and other related services. Currently, Inland employs more
than 1,000 people and manages over a reported $17 billion in assets and more
than 100 million square feet of commercial property.




                                      IV-15



      THE PROPERTIES. The C&S Wholesale Portfolio Properties consist of four
industrial properties located in Massachusetts and Maryland. The portfolio
consists of three cold storage facilities (81% of total net rentable area) and
one warehouse facility (19% of total net rentable area). All of the assets are
located less than 5 miles from major regional and/or national highways. The
Massachusetts properties are located outside of Springfield near the
intersection of I-90 and I-91 while the Maryland property is located east of
I-95 in Aberdeen. The C&S Wholesale Portfolio Properties consist of 1,721,072
square feet and are each 100% leased by C&S Wholesale Grocers, Inc. ("C&S").
Founded in 1918, C&S is currently the second largest grocery wholesaler in the
United States, providing distribution services to grocery chains and independent
stores, and delivering to more than 5,000 locations from its distribution
centers in Vermont, Massachusetts, Connecticut, New York, New Jersey, Maryland,
Pennsylvania, Tennessee, South Carolina, Alabama, California and Hawaii. The
company is the 7th largest privately held company in the United States, as
ranked by Forbes magazine, with annual sales for 2006 estimated to be
approximately $20 billion. C&S is currently the defendant in a $750 million
class action suit for claims of unpaid wages and overtime. In October 2006, the
parties finalized an agreement to mediate, and the court has adjourned all
current litigation dates pending the outcome of the mediation.

      The following table presents certain information relating to the C&S
Wholesale Portfolio Properties:



-----------------------------------------------------------------------------------------------------------------------------
                                                                         NET
                                           ALLOCATED                   RENTABLE    YEAR BUILT /      APPRAISED   U/W NET CASH
PROPERTY              LOCATION            LOAN AMOUNT   SPACE TYPE    AREA (SF)      RENOVATED         VALUE         FLOW
-----------------------------------------------------------------------------------------------------------------------------

C&S - Westfield       Westfield, MA        $29,500,000  Cold Storage    520,000     1995 / 2004     $53,900,000   $3,049,791
C&S - Aberdeen        Aberdeen, MD         $22,720,000  Cold Storage    401,072     1995 / 2000     $41,500,000   $2,345,365
C&S - North Hatfield  North Hatfield, MA   $20,280,000  Cold Storage    467,000   1994-1996 / NAP   $38,100,000   $2,093,436
C&S - South Hatfield  South Hatfield, MA   $10,000,000  Warehouse       333,000   1968-1972 / NAP   $19,350,000   $1,032,461
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                                      $82,500,000                1,721,072                    $152,850,000   $8,521,052
-----------------------------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the lease
rollover at the C&S Wholesale Portfolio Properties:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          0          $0.00              0%          0%            0%                 0%
     2007           0          $0.00              0%          0%            0%                 0%
     2008           0          $0.00              0%          0%            0%                 0%
     2009           0          $0.00              0%          0%            0%                 0%
     2010           0          $0.00              0%          0%            0%                 0%
     2011           0          $0.00              0%          0%            0%                 0%
     2012           0          $0.00              0%          0%            0%                 0%
     2013           0          $0.00              0%          0%            0%                 0%
     2014           0          $0.00              0%          0%            0%                 0%
     2015           0          $0.00              0%          0%            0%                 0%
     2016           0          $0.00              0%          0%            0%                 0%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       4          $6.01            100%        100%          100%               100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenant at
the C&S Wholesale Portfolio Properties:



------------------------------------------------------------------------------------------------------------------
                                                                             % OF TOTAL    ANNUALIZED
                        CREDIT RATING                         ANNUALIZED     ANNUALIZED   UNDERWRITTEN
                           (FITCH/     TENANT                UNDERWRITTEN   UNDERWRITTEN   BASE RENT      LEASE
     TENANT NAME        MOODY'S/S&P)    NRSF      % OF NRSF  BASE RENT ($)   BASE RENT    ($ PER NRSF)  EXPIRATION
------------------------------------------------------------------------------------------------------------------

C&S Wholesale Grocers,
 Inc.                     --/--/--     1,721,072    100%       $10,340,500      100%         $6.01      06/30/2022
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                 1,721,072    100%       $10,340,500      100%         $6.01
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants                NAP               0      0%                $0        0%         $0.00         NAP
Vacant Space                 NAP               0      0%                $0        0%         $0.00         NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                 1,721,072    100%       $10,340,500      100%         $6.01
------------------------------------------------------------------------------------------------------------------





                                      IV-16



      ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
C&S Wholesale Portfolio Borrower fails to provide evidence of payment. Cap Ex
reserve springs if the C&S Wholesale Portfolio Borrower fails to provide
evidence of property maintenance or an event of default occurs.

      LOCKBOX AND CASH MANAGEMENT. All rents are deposited into a cash
management account with Lender unless and until C&S achieves a credit rating of
BBB or better. Prior to a cash management event, cash flow remaining after the
payment of debt service and reserves is paid to the C&S Wholesale Portfolio
Borrower. After a cash management event, such excess cash flow is retained by
Lender as additional collateral. A cash management event is triggered upon (i)
the date the DSCR is less than or equal to 1.25x for the preceding six months
annualized, (ii) the occurrence of an event of default, or (iii) the bankruptcy
or insolvency of the C&S Wholesale Portfolio Borrower, Grantor, property
manager, the anchor tenant, or the lease guarantor. In such case, all
receivables will be swept daily to a cash management account controlled by the
lender. Such cash sweep may be terminated (not more than twice during the term
of the loan) subject to certain conditions, including but not limited to the
DSCR for the preceding six month period being greater than or equal to 1.35x for
two complete, consecutive calendar quarters.

      PROPERTY MANAGEMENT. The C&S Wholesale Portfolio Properties are managed by
Inland American Industrial Management LLC, an affiliate of the C&S Wholesale
Portfolio Borrower.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST.  Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PROPERTIES. The C&S Wholesale Portfolio Borrower may release
any C&S Wholesale Portfolio Property from the lien of the C&S Wholesale
Portfolio Loan, subject to the satisfaction of certain requirements and
conditions set forth in the loan documents including, but not limited to: (i)
payment of an amount equal to 115% of the allocated loan amount for the released
property plus the applicable yield maintenance premium, (ii) the LTV immediately
following the release is not greater than 55%, and (iii) the DSCR immediately
following the release is at least equal to the greater of 1.11x (based on a
9.30% constant) and the DSCR immediately prior to such release.

      SUBSTITUTION OF PROPERTIES. The C&S Wholesale Portfolio Borrower may
substitute any C&S Wholesale Portfolio Property with an individual property on
or before April 1, 2017, subject to the satisfaction of certain requirements and
conditions including, but not limited to: (i) the aggregate DSCR immediately
after the substitution is not less than the greater of the aggregate DSCR at
origination and the aggregate DSCR immediately prior to the substitution, (ii)
the fair market value of the substitute property is not less than the greater of
(a) the fair market value of the substituted property as of the origination date
and (b) the fair market value of the substituted property on the date of the
substitution, (iii) the payment of a fee equal to $10,000 and (iv) lender has
received confirmation from the rating agencies that such substitution will not
result in a downgrade of the certificates.

      TERRORISM INSURANCE. Generally, the C&S Wholesale Portfolio Borrower is
required to insure the C&S Wholesale Portfolio Properties against risk of loss
on account of acts of terrorism. However, the C&S Wholesale Portfolio Borrower
is not required to maintain terrorism insurance if (a) the C&S Wholesale
Portfolio Borrower indemnifies the lender for any losses associated with acts of
terrorism, (b) Inland American Real Estate Trust, Inc. ("Terrorism Insurance
Guarantor") guarantees the indemnification obligation described in clause (a),
and (c) the Terrorism Insurance Guarantor maintains certain net worth and the
loan meets certain LTV requirements.

      Certain additional information regarding the C&S Wholesale Portfolio Loan
and the C&S Wholesale Portfolio Properties is set forth on Appendix II hereto.




                                      IV-17



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-18



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 4 - FAIR CITY MALL
--------------------------------------------------------------------------------


                          [4 PHOTOS OF FAIR CITY MALL]




                                      IV-19



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 4 - FAIR CITY MALL
--------------------------------------------------------------------------------


                             [MAP OF FAIR CITY MALL]




                                      IV-20



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 4 - FAIR CITY MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     MSMCH

ORIGINAL BALANCE:                         $71,000,000

CUIV-OFF DATE BALANCE:                     $71,000,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       June 1, 2007

INTEREST RATE:                            5.500%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            May 1, 2017

EXPECTED MATURITY BALANCE:                $71,000,000

SPONSOR:                                  Marshall S. Ruben

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until the earlier of May
                                          1, 2012 or 2 years after the REMIC
                                          "starIV-up" day, with U.S. Treasury
                                          defeasance thereafter. Prepayable in
                                          full without a premium from and
                                          after February 1, 2017.

LOAN PER SF:                              $184.53

UP-FRONT RESERVES:                        RE Tax:            $255,000
                                          TI/LC:             $400,000 (LOC)
                                          DSW Holdback:      $86,000

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          TI/LC:             Springing

LOCKBOX:                                  None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Anchored

LOCATION:                                 Fairfax, VA

YEAR BUILT/RENOVATED:                     1974, 1988, 1990 / NAP

PERCENT LEASED(1):                        98.6%

SQUARE FOOTAGE:                           384,752

THE COLLATERAL:                           Community shopping center composed of
                                          five one-story buildings

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Urban Retail Properties Co. of
                                          Virginia


3RD MOST RECENT NOI (AS OF):              $5,647,036 (TTM 12/31/2005)

2ND MOST RECENT NOI (AS OF):              $5,717,924 (TTM 12/31/2006)

MOST RECENT NOI (AS OF):                  $5,636,450 (TTM 03/31/2007)

U/W NET OP. INCOME:                       $6,142,928

U/W NET CASH FLOW:                        $5,807,458

U/W OCCUPANCY:                            91.0%

APPRAISED VALUE:                          $119,600,000

CUIV-OFF DATE LTV:                         59.4%

MATURITY DATE LTV:                        59.4%

DSCR:                                     1.47x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent Leased is based on the rent roll dated July 1, 2007.

THE FAIR CITY MALL LOAN.

      THE LOAN. The fourth largest loan (the "Fair City Mall Loan") as evidenced
by the Promissory Note is secured by a first priority fee Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture Filing
encumbering the 384,752 square foot regional shopping center known as Fair City
Mall, located in Fairfax, Virginia (the "Fair City Mall Property"). The Fair
City Loan was originated on May 1, 2007 by or on behalf of Morgan Stanley
Mortgage Capital Holdings LLC.

      THE BORROWER. The borrower is Fair City HHH, L.L.C., a Virginia limited
liability company (the "Fair City Mall Borrower") that owns no material asset
other than the Fair City Mall Property and related interests. The Fair City Mall
Borrower is owned by the HafIV-Ruben family partnership consisting of Myrna R.
Haft (9%), Marshall S. Ruben (45%), Dana R. Rogers (45%), and Fair City Inc.
(1%). Marshall S. Ruben is the sponsor of the Fair City Mall Loan. Marshall S.
Ruben is a senior attorney for Ruben, Johnson & Morgan, P.C. in Hartford, CT
focusing on commercial real estate. In addition to the subject property, the
sponsorship also owns the Plaza at Landmark Loan (which is the fifth largest
mortgage loan in the trust).

      THE PROPERTY. The Fair City Mall Property is located in Fairfax, Virginia
at 9600 Main Street. The Fair City Mall Property is located in a developed
commercial and residential area approximately 15 miles west of Washington, DC.
Fair City Mall Property was constructed in phases in 1974, 1988, and 1990 with a
net rentable area of 384,752 square feet. It is a community shopping center
consisting of five single-story buildings, including three ouIV-parcels (Wendy's,
McDonald's and Chevy Chase Savings Bank). The Fair City Mall Property is
situated on approximately 33.12 acres. The Fair City Mall Property is anchored
by Shoppers Food Warehouse (61,915 square feet), Lifetime Fitness (58,889 square
feet), Bed, Bath & Beyond (34,740 square feet), and Marshall's (27,630 square
feet).




                                      IV-21



      The following table presents certain information relating to the lease
rollover at Fair City Mall Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING   FEET ROLLING    ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          2           $0.00            1%           1%           0%                   0%
     2007           0           $0.00            0%           1%           0%                   0%
     2008           4          $29.99            4%           6%           7%                   7%
     2009           9          $15.20           31%          37%          29%                  36%
     2010           2          $21.29            2%          39%           2%                  39%
     2011           5          $15.72           10%          49%          10%                  49%
     2012           3          $26.61            1%          50%           2%                  51%
     2013           1          $14.00            3%          53%           3%                  53%
     2014           3          $28.16            2%          55%           3%                  56%
     2015           1          $12.09           16%          71%          12%                  68%
     2016           6          $29.45            6%          77%          10%                  78%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       5          $15.42           23%         100%          22%                 100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the major
tenants at the Fair City 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
------------------------------------------------------------------------------------------------------------------

Shoppers Food Warehouse    B+/B1/BB-      61,915     16%         $748,552        12%         $12.09     09/30/2015
Lifetime Fitness           --/--/--       58,889     15%         $647,900        10%         $11.00     07/31/2026
Bed Bath & Beyond          --/--/BBB      34,740      9%         $581,200         9%         $16.73     01/31/2009
DSW                        --/--/--       18,416      5%         $441,984         7%         $24.00     04/31/2017
Ross Dress for Less        --/--/BBB      27,030      7%         $364,905         6%         $13.50     01/31/2009
Marshall's                  --/A3/A       27,630      7%         $339,849         5%         $12.30     01/31/2011
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   228,620     59%       $3,124,390        49%         $13.67
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants               Various      150,782     40%       $3,216,444        51%         $21.33      Various
Vacant Space                  NAP          5,350      1%               $0         0%          $0.00        NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   384,752    100%       $6,340,834       100%         $16.48
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      ESCROWS AND RESERVES. The Fair City Mall Borrower deposited with lender
$255,000 for tax funds on the closing date. The Fair City Mall Borrower's
obligation to make monthly tax deposits will be suspended if no event of default
has occurred or is continuing, the Fair City Mall borrower has deposited with
lender cash in an amount equal to six months of real estate taxes or a letter of
credit and the Fair City Mall Borrower provides Lender with evidence that all
real estate taxes are being paid in full on or before the due dates. The Fair
City Mall Borrower's obligation to make monthly insurance deposits will be
suspended so long as no event of default has occurred and the Fair City Mall
borrower provides evidence that all required insurance coverages are being
maintained in full force. Additionally, on the closing date the Fair City Mall
Borrower deposited with lender $400,000 (the "Rollover Deposit") for tenant
improvements and leasing commissions and shall deposit with lender a monthly
Rollover Deposit in the amount of $16,925, up to a maximum of $400,000 on
deposit at any time. The Rollover Deposit obligation may also be satisfied with
a letter of credit in the amount of $400,000. In the event that the Fair City
Mall Borrower receives compensation in connection with a tenant's lease
termination, such funds will be deposited with lender for tenant improvements
and leasing commissions. At the closing, the Fair City Mall Borrower deposited
with lender $86,000 in connection with construction obligations under the DSW
lease.

      LOCKBOX AND CASH MANAGEMENT. No lockbox is in place with respect to the
Fair City Mall Loan.

      PROPERTY MANAGEMENT. The Fair City Mall Property is managed by Urban
Retail Properties, Co. of Virginia. The management agreement is subordinate to
the Fair City Mall Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.




                                      IV-22



      TERRORISM INSURANCE. Generally, the Fair City Mall Borrower is required to
insure the Fair City Mall Property against risk of loss on account of acts of
terrorism.

      Certain additional information regarding the Fair City Mall Loan and the
Fair City Mall Property is set forth on Appendix II hereto.




                                      IV-23



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-24



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 5 - PLAZA AT LANDMARK
--------------------------------------------------------------------------------


                         [2 PHOTOS OF PLAZA AT LANDMARK]




                                      IV-25



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 5 - PLAZA AT LANDMARK
--------------------------------------------------------------------------------


                           [MAP OF PLAZA AT LANDMARK]




                                      IV-26



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 5 - PLAZA AT LANDMARK
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     MSMCH

ORIGINAL BALANCE:                         $69,000,000

CUIV-OFF DATE BALANCE:                     $69,000,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       June 1, 2007

INTEREST RATE:                            5.500%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            May 1, 2017

EXPECTED MATURITY BALANCE:                $69,000,000

SPONSOR:                                  Marshall S. Ruben

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until the earlier of May
                                          1, 2012, or 2 years after the REMIC
                                          "starIV-up" day, with U.S. Treasury
                                          defeasance thereafter. Prepayable
                                          without a premium from and after
                                          February 1, 2017.

LOAN PER SF:                              $160.96

UP-FRONT RESERVES:                        RE Tax:            $302,000
                                          TI/LC:             $300,000
                                          Regency/Bally's
                                          Holdback:          $5,600,000
                                          Tenancy Holdback:  $455,000

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          TI/LC:             Springing

LOCKBOX:                                  None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Anchored

LOCATION:                                 Alexandria, VA

YEAR BUILT/RENOVATED:                     1963 / 1990

PERCENT LEASED(1):                        99.8%

SQUARE FOOTAGE:                           428,668

THE COLLATERAL:                           Regional shopping center

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Urban Retail Properties Co.
                                          of Virginia


3RD MOST RECENT NOI (AS OF):              $5,148,651 (TTM 12/31/2005)

2ND MOST RECENT NOI (AS OF):              $5,303,839 (TTM 12/31/2006)

MOST RECENT NOI (AS OF):                  $5,197,200 (TTM 03/31/2007)

U/W NET OP. INCOME:                       $5,999,576

U/W NET CASH FLOW:                        $5,570,662

U/W OCCUPANCY:                            95.0%

APPRAISED VALUE:                          $111,400,000

CUIV-OFF DATE LTV:                         61.9%

MATURITY DATE LTV:                        61.9%

DSCR:                                     1.45x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent Leased is based on the rent roll dated April 1, 2007

THE PLAZA AT LANDMARK LOAN.

      THE LOAN. The fifth largest loan (the "Plaza at Landmark Loan") as
evidenced by the Promissory Note is secured by a first priority fee Amended Deed
of Trust and Security Agreement encumbering the 428,668 square foot regional
shopping center known as Plaza at Landmark, located in Alexandria, Virginia (the
"Plaza at Landmark Property"). The Plaza at Landmark Loan was originated on May
1, 2007 by or on behalf of Morgan Stanley Mortgage Capital Holdings LLC.

      THE BORROWER. The borrower is Landmark HHH, L.L.C., a Virginia limited
liability company (the "Plaza at Landmark Borrower") that owns no material asset
other than the Plaza at Landmark Property and related interests. The Plaza at
Landmark Borrower is owned by the HafIV-Ruben family partnership consisting of
Myrna R. Haft (9%), Marshall S. Ruben (45%), Dana R. Rogers (45%), and Landmark
HHH, Inc. (1%). Marshall S. Ruben is the sponsor of the Plaza at Landmark Loan.
Marshall S. Ruben is a senior attorney for Ruben, Johnson & Morgan, P.C. in
Hartford, CT focusing on commercial real estate. In addition to the subject
property, the sponsorship also owns the Fair City Mall Loan (which is the fourth
largest mortgage loan in the trust).

      THE PROPERTY. The Plaza at Landmark Property is located in Alexandria,
Virginia at 6200 Little River Turnpike, 10 miles southwest of Washington DC. The
Plaza at Landmark Property was originally constructed in 1963 and renovated in
1990. It consists of a 428,668 square foot community center of stores. The Plaza
at Landmark Property is situated on approximately 22.649 acres and includes 1853
parking spaces. The Plaza at Landmark Property is anchored by Shoppers Food
Warehouse, Regency Furniture, Inc., Bally Total Fitness and Marshall's.




                                      IV-27



      The following table presents certain information relating to the lease
rollover at Plaza at Landmark Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

   Vacant           1           $0.00            0%           0%           0%                  0%
    2007            2          $34.05            1%           1%           1%                  1%
    2008            5          $19.95            9%          10%          11%                 12%
    2009            6          $29.25            3%          13%           5%                 18%
    2010            6          $15.30           15%          27%          14%                 32%
    2011            8          $15.83           15%          42%          14%                 46%
    2012            6          $29.33            5%          46%           9%                 55%
    2013            2          $13.65           10%          57%           9%                 63%
    2014            1          $28.41            0%          57%           1%                 64%
    2015            1          $20.34            2%          59%           2%                 66%
    2016            0           $0.00            0%          59%           0%                 66%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       5          $13.07           41%         100%          34%                100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the major
tenants at the Plaza at Landmark 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
------------------------------------------------------------------------------------------------------------------

Shoppers Food Warehouse    B+/B1/BB-      65,000     15%        $1,092,000       16%         $16.80     01/31/2021
Regency Furniture,
  Inc.(2)                  --/--/--       62,480     15%          $624,800        9%         $10.00     12/31/2017
Bally Total Fitness        --/--/--       42,735     10%          $427,350        6%         $10.00     01/31/2022
Marshall's                  --/A3/A       35,875      8%          $412,563        6%         $11.50     12/30/2010
Ross Dress for Less        --/--/BBB      28,700      7%          $530,950        8%         $18.50     01/31/2008
------------------------------------------------------------------------------------------------------------------
Total Beverages            --/--/--       26,377      6%          $466,345        7%         $17.68     10/31/2013
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   261,167     61%        $3,554,008       52%         $13.61
------------------------------------------------------------------------------------------------------------------
Other Tenants               Various      166,541     39%        $3,307,644       48%         $19.86      Various
Vacant Space                  NAP            960      0%                $0        0%          $0.00        NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   428,668    100%        $6,861,652      100%         $16.01
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Regency Furniture, Inc. is scheduled to take occupancy on 1/1/2008. An
      escrow is in place until the tenant take occupancy; therefore,
      underwriting includes contractual rent for that tenant. Please see the
      Escrows and Reserves section below.

      ESCROWS AND RESERVES. On the closing date, the Plaza at Landmark Borrower
deposited with lender $302,000 for tax funds. The Plaza at Landmark Borrower's
obligation to make monthly tax deposits will be suspended if no event of default
has occurred or is continuing, borrower has deposited with lender cash in an
amount equal to six months of real estate taxes or a letter of credit and the
Plaza at Landmark Borrower provides lender with evidence that all real estate
taxes are being paid in full on or before the due dates. The Plaza at Landmark
Borrower's obligation to make monthly insurance deposits will be suspended for
so long as no event of default has occurred and the borrower provides evidence
that all required insurance coverage is being maintained in full force. On the
closing date, the Plaza at Landmark Borrower also deposited $300,000 in
"Rollover Funds" for tenant improvements and leasing commissions and shall make
further monthly deposits of $18,236 for such purposes, capped at $300,000 on
deposit at any time.

      In the event the Plaza at Landmark Borrower receives compensation in
connection with a tenant's lease termination, the Plaza at Landmark Borrower
shall deposit the lease termination fee with lender to be used for tenant
improvements and leasing commissions with respect to the space relating to such
lease termination or in replacement of rent if there was a rent deficiency for
the space from and after the date the lease terminated.

      On the closing date, the Plaza at Landmark Borrower deposited with lender
$5,600,000 with respect to the lease between the Plaza at Landmark Borrower, as
landlord, and Regency Furniture, Inc. and Regency Furniture of Alexandria, Inc.,
as tenant, and the lease between the Plaza at Landmark Borrower, as landlord,
and Bally Total Fitness of Mid-Atlantic, Inc., as tenant. The reserve will be
released on the occupancy, proof of rent payment, and acceptable estoppels of
the Regency Furniture and Bally's Fitness spaces. At the closing, the Plaza at
Landmark Borrower deposited $455,000 in "Tenancy Holdback Funds" for tenants who
have executed leases, but who have not begun occupying their leased premises
and/or commenced paying rent. This reserve will be released on occupancy and
payment of rent by Bally's Fitness, Andrew's Cleaners, Branch Banking and Trust
Company, and Lollicup VA, LLC. In lieu of making the monthly tax deposits,




                                      IV-28



the Rollover Funds deposits and the Regency/Bally's Holdback Funds deposits, the
Plaza at Landmark Borrower may deliver to lender a letter of credit equal to six
months of taxes with respect to the tax funds, $300,000 with respect to the
Rollover Funds, and $5,600,000 with respect to the Regency/Bally's Holdback
Funds.

      LOCKBOX AND CASH MANAGEMENT. There is no lockbox in place for the Plaza at
Landmark loan.

      PROPERTY MANAGEMENT. The Plaza at Landmark Property is managed by Urban
Retail Properties Co. of Virginia. The management agreement is subordinate to
the Plaza at Landmark Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM INSURANCE. Generally, the Plaza at Landmark Borrower is required
to insure the Plaza at Landmark Property against risk of loss on account of acts
of terrorism.

      Certain additional information regarding the Plaza at Landmark Loan and
the Plaza at Landmark Property is set forth on Appendix II hereto.




                                      IV-29



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-30



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 6 - MAPLE TREE PLACE
--------------------------------------------------------------------------------


                         [4 PHOTOS OF MAPLE TREE PLACE]




                                      IV-31



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 6 - MAPLE TREE PLACE
--------------------------------------------------------------------------------


                            [MAP OF MAPLE TREE PLACE]




                                      IV-32



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 6 - MAPLE TREE PLACE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $63,400,000

CUIV-OFF DATE BALANCE:                     $63,400,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       April 1, 2007

INTEREST RATE:                            5.482%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            March 1, 2012

EXPECTED MATURITY BALANCE:                $63,400,000

SPONSOR:                                  Inland Western Retail Real Estate
                                          Trust, Inc.

INTEREST CALCULATION:                     30/360

CALL PROTECTION:                          Locked out through February 28,
                                          2010. In connection with any
                                          voluntary prepayment, the borrower
                                          must pay a premium equal to the
                                          greater of a yield maintenance
                                          premium and 1% of the principal
                                          balance. Prepayable without penalty
                                          on and after February 1, 2012.

LOAN PER SF:                              $129.67

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Cap Ex:            Springing

LOCKBOX:                                  Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Anchored

LOCATION:                                 Williston, VT

YEAR BUILT/RENOVATED:                     2001 - 2006 / NAP

PERCENT LEASED(1):                        85.2%

SQUARE FOOTAGE:                           488,915

THE COLLATERAL:                           Class "A" anchored retail center

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Inland US Management LLC


3RD MOST RECENT NOI (AS OF):              NAP

2ND MOST RECENT NOI (AS OF):              NAP

MOST RECENT NOI (AS OF):                  $5,045,757 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $6,392,887

U/W NET CASH FLOW:                        $6,164,220

U/W OCCUPANCY:                            85.9%

APPRAISED VALUE:                          $118,500,000

CUIV-OFF DATE LTV:                         53.5%

MATURITY DATE LTV:                        53.5%

DSCR:                                     1.77x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent leased is based on the rent roll dated January 3, 2007.

THE MAPLE TREE PLACE LOAN.

      THE LOAN. The sixth largest loan (the "Maple Tree Place Loan") is
evidenced by a promissory note and is secured by a first priority mortgage on
the Maple Tree Place retail property located in Williston, Vermont (the "Maple
Tree Place Property"). The Maple Tree Place Loan was originated on February 6,
2007 by Bear Stearns Commercial Mortgage, Inc.

      THE BORROWER. The borrower is Inland Western Williston Maple Tree, L.L.C.,
a Delaware limited liability company that owns no material assets other than the
Maple Tree Place Property (the "Maple Tree Place Borrower"). The sponsor of the
Maple Tree Place Borrower is Inland Western Retail Real Estate Trust, Inc., a
subsidiary of the Inland Group Inc. ("Inland"). Inland, together with its
subsidiaries and affiliates, is a fully-integrated real estate company providing
property management, leasing, marketing, acquisition, development,
redevelopment, syndication, renovation, construction finance and other related
services. Currently, Inland employs more than 1,000 people and manages over a
reported $17 billion in assets and more than 100 million square feet of
commercial property.

      THE PROPERTY. The Maple Tree Place Property is a 488,915 square foot
anchored retail center located in Williston, Vermont. The Maple Tree Place
Property was built from 2001-2006 and is located approximately five minutes from
the Burlington International Airport and approximately twenty minutes from
downtown Burlington, Vermont. Anchored by Best Buy, Linens `N Things, Shaw's
Supermarket and Staples, the Maple Tree Place Property was 85.2% leased to 39
retail tenants and 6 office tenants as of January 3, 2007. The largest tenant,
Shaw's Supermarket, reported 2006 annual sales of $32,500,000, or $535 per
square foot. The Majestic Cinemas reported 2006 annual sales of approximately
$407,100 per screen. No tenant at the property accounts for more than 12% of the
total net rentable area or 14% of the annualized underwritten base rent. Other
nationally recognizable tenants at the property include GSA, The Men's
Warehouse, Chili's Restaurant and Longhorn Steakhouse.




                                      IV-33



      The following table presents certain information relating to the lease
rollover at the Maple Tree Place Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant           2          $0.00           15%          15%           0%                  0%
     2007            1         $22.66            0%          15%           0%                  0%
     2008           10         $17.30            4%          19%           5%                  5%
     2009            9         $18.06            4%          23%           5%                 10%
     2010            5         $16.97            3%          27%           4%                 14%
     2011            2         $20.58            1%          27%           1%                 15%
     2012            1         $25.21            1%          28%           1%                 16%
     2013            2         $14.58            1%          29%           1%                 17%
     2014            2         $19.92            3%          32%           4%                 21%
     2015            0          $0.00            0%          32%           0%                 21%
     2016            5         $16.78            8%          40%           9%                 30%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond        8         $16.97           60%         100%          70%                100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenants
at the Maple Tree Place 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
------------------------------------------------------------------------------------------------------------------

Shaw's Supermarket         --/--/--       60,800     12%          $987,996       14%         $16.25     02/28/22
Christmas Tree Shop        --/--/BBB      46,479     10%          $829,650       12%         $17.85     11/30/24
Best Buy                 BBB+/Baa2/BBB    46,219      9%          $775,790       11%         $16.79     01/31/17
Dick's Sporting Goods      --/--/--       40,000      8%          $610,000        9%         $15.25     01/31/17
Linens 'N Things           --/--/--       35,000      7%          $525,000        7%         $15.00     01/31/17
Majestic Cinemas           --/--/--       32,764      7%          $442,314        6%         $13.50     04/30/19
Staples                 BBB+/Baa1/BBB+    24,000      5%          $332,905        5%         $13.87     10/31/16
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   285,262     58%        $4,503,655       63%         $15.79
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants               Various      131,490     27%        $2,665,525       37%         $20.27     Various
Vacant Space                  NAP         72,163     15%                $0        0%          $0.00       NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   488,915    100%        $7,169,180      100%         $14.66
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
Maple Tree Place Borrower fails to provide evidence of payment. Cap Ex reserve
springs if the Maple Tree Place Borrower fails to make all necessary
replacements or maintain the Maple Tree Place Property to lender's satisfaction,
or an event of default occurs.

      LOCKBOX AND CASH MANAGEMENT. Upon the occurrence of a lockbox event, (i)
the Maple Tree Place Borrower will execute a cash management agreement, (ii) all
receivables will be paid into a lockbox account, and (iii) after the payment of
debt service, reserves and operating expenses, the excess cash will be paid to
the Maple Tree Place Borrower. A lockbox event is triggered if DSCR is less than
or equal to 1.25x for the preceding six months annualized or upon a cash
management event. Upon the occurrence of a cash management event, the excess
cash shall not be paid to the Maple Tree Place Borrower, but rather, shall be
held by lender as additional security. A cash management event is triggered upon
(i) the date the DSCR is less than or equal to 1.25x for the preceding six
months annualized, (ii) the occurrence of an event of default, or (iii) the
bankruptcy of the Maple Tree Place Borrower, property manager or the anchor
tenant. Such cash sweep may be terminated (not more than twice during the term
of the Maple Tree Place Loan) subject to certain conditions, including but not
limited to the DSCR for the preceding six month period being greater than or
equal to 1.25x for two complete, consecutive calendar quarters.

      PROPERTY MANAGEMENT. The Maple Tree Place Property is managed by Inland US
Management LLC, an affiliate of the Maple Tree Place Borrower.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST.  Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.




                                      IV-34



      RELEASE OF PARCELS.  Not allowed.

      TERRORISM INSURANCE. Generally, the Maple Tree Place Borrower is required
to insure the Maple Tree Place Property against risk of loss on account of acts
of terrorism. However, the Maple Tree Place Borrower is not required to maintain
terrorism insurance if (a) the Maple Tree Place Borrower indemnifies the lender
for any losses associated with acts of terrorism, (b) Inland Western Retail Real
Estate Trust, Inc. ("Terrorism Insurance Guarantor") guarantees the
indemnification obligation described in clause (a), and (c) the Terrorism
Insurance Guarantor maintains certain net worth and the loan meets certain LTV
requirements.

      Certain additional information regarding the Maple Tree Place Loan and the
Maple Tree Place Property is set forth on Appendix II hereto.




                                      IV-35



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                      IV-36



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - THE MERCER HOTEL
--------------------------------------------------------------------------------


                         [5 PHOTOS OF THE MERCER HOTEL]




                                      IV-37



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - THE MERCER HOTEL
--------------------------------------------------------------------------------


                            [MAP OF THE MERCER HOTEL]




                                      IV-38



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - THE MERCER HOTEL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $55,000,000

CUIV-OFF DATE BALANCE:                     $55,000,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           BBB- / BBB- / BBB (low)

FIRST PAYMENT DATE:                       July 1, 2007

INTEREST RATE:                            5.345%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            June 1, 2017

EXPECTED MATURITY BALANCE:                $55,000,000

SPONSORS:                                 Richard Born, Ira Drukier and Andre
                                          Balazs

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until the 2 years after
                                          the REMIC "starIV-up" date, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without penalty on and
                                          after May 1, 2017.

LOAN PER ROOM:                            $733,333

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Deferred           Springing
                                          Maintenance:
                                          FF&E:              Springing

LOCKBOX:                                  Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Hospitality

PROPERTY SUB-TYPE:                        Full Service

LOCATION:                                 New York, NY

YEAR BUILT/RENOVATED:                     1887 / 1997, 2004-2006

OCCUPANCY(1):                             94.4%

ROOMS:                                    75

THE COLLATERAL:                           75-room luxury boutique hotel

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Mercer Management, L.L.C. and BD
                                          Hotels, LLC


3RD MOST RECENT NOI (AS OF):              $7,830,076 (TTM 12/31/2005)

2ND MOST RECENT NOI (AS OF):              $8,909,955 (TTM 12/31/2006)

MOST RECENT NOI (AS OF):                  $9,051,070 (TTM 04/30/2007)

U/W NET OP. INCOME:                       $8,894,539

U/W NET CASH FLOW:                        $8,219,780

U/W OCCUPANCY:                            94.5%

APPRAISED VALUE:                          $135,000,000

CUIV-OFF DATE LTV:                         40.7%

MATURITY DATE LTV:                        40.7%

DSCR:                                     2.76x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Occupancy is based on the trailing twelve-month financials dated April 30,
      2007.

THE MERCER HOTEL LOAN.

      THE LOAN. The seventh largest loan (the "Mercer Hotel Loan") is evidenced
by a promissory note and is secured by a first priority mortgage on The Mercer
Hotel located in New York, New York (the "Mercer Hotel Property"). The Mercer
Hotel Loan was originated on May 16, 2007 by Bear Stearns Commercial Mortgage,
Inc.

      THE BORROWER. The borrowers are The Mercer I L.L.C. and Mercer Operating,
LLC, each a Delaware limited liability company (collectively the "Mercer Hotel
Borrower") that owns no material assets other than the Mercer Hotel Property and
related interests. The Mercer Hotel Borrower is sponsored by Richard Born, Ira
Drukier and Andre Balazs. Mr. Born and Mr. Drukier, founders of BD Hotels, have
ownership interests in approximately 25 hotels, the majority of which are
located in Manhattan. Their portfolio includes the Chambers Hotel, the Hotel
Metro, the Marquis Hotel, the Belvedere Hotel, the Mercer Hotel, the Wellington
Hotel, and the Maritime Hotel. Andre Balazs is an experienced hotel owner and
through Andre Balazs Properties, owns a group of boutique hotels including Hotel
QT in New York, The Standard Hollywood, The Standard Downtown Los Angeles, The
Standard Miami Hotel and Spa, Chateau Marmont in Hollywood, The Raleigh in Miami
Beach and Sunset Beach in Shelter Island.

      THE PROPERTY. The Mercer Hotel Property is a 6-story, 75-room, boutique
hotel located at the northwest corner of Mercer and Prince Streets within the
SoHo section of New York City. The Mercer Hotel Property is a landmark
Romanesque revival building originally built in 1887 and redeveloped as a hotel
in 1997 by the sponsors. The property was most recently renovated from 2004-2006
for a reported cost of $2,054,000 ($27,387/key). The room mix at the property
includes 18 Queens, 10 Courtyard Queens, 8 Studio Queens, 32 Deluxe King Studio,
5 Loft King Suites, and 2 Courtyard Loft King Rooms. Amenities at the property
include complimentary guest access to Crunch Gym




                                      IV-39



and World Gym (both located one block away), business services including courier
service and foreign currency exchange, and a car/limo rental service. Typical
room amenities include room bars, plasma flat screen TVs, DVD & CD players,
complimentary high-speed wireless internet access, marble bathrooms and in-room
safes. The Mercer Hotel Property also features the 200-seat Mercer Kitchen
restaurant, a Jean-Georges Vongerichten establishment, which is comprised of a
40-seat streeIV-level cafe adjacent to the lobby and a 160-seat lower level main
dining room. There is one 11,000 square foot retail space at the Mercer Hotel
property which is occupied by J.Crew.



------------------------------------------------------------------------------------------------
                      SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR

                 COMPETITIVE SET (1)         THE MERCER HOTEL (2)         PENETRATION FACTOR

    YEAR     OCCUPANCY    ADR     REVPAR  OCCUPANCY    ADR     REVPAR  OCCUPANCY    ADR   REVPAR
------------------------------------------------------------------------------------------------

    2004       82.3%    $302.55  $248.90    86.4%    $516.38  $445.93    105.0%   170.7%  179.2%
    2005       84.6%    $350.93  $297.05    91.5%    $554.31  $507.29    108.2%   158.0%  170.8%
    2006       86.7%    $379.97  $329.40    94.6%    $602.38  $569.94    109.1%   158.5%  173.0%
------------------------------------------------------------------------------------------------
IV-12 4/2007    86.5%    $394.20  $340.85    94.4%    $622.69  $587.53    109.1%   158.0%  172.4%
------------------------------------------------------------------------------------------------


(1)   Data provided by Smith Travel Research.

(2)   Based on operating statements provided by the Mercer Hotel Borrower.

      ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
Mercer Hotel Borrower fails to provide evidence of payment or an event of
default occurs. Furniture, Fixture & Equipment reserve springs if the Mercer
Hotel Borrower fails to provide evidence of property maintenance. A deferred
maintenance reserve of $13,125 springs if the Mercer Hotel Borrower does not
complete the required repairs outlined in the mortgage loan documents by
November 16, 2007.

      LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
the Mercer Hotel Loan.

      PROPERTY MANAGEMENT. The Mercer Hotel Property is managed by Mercer
Management, L.L.C. and BD Hotels, LLC, affiliates of the Mercer Hotel Borrower.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM INSURANCE. Generally, the Mercer Hotel Borrower is required to
insure the Mercer Hotel Property against risk of loss on account of acts of
terrorism. However, the Mercer Hotel Borrower is required to maintain terrorism
insurance only to the extent obtainable for a maximum annual premium equal to
200% of the initial terrorism insurance at closing. In no event shall the
insurance coverage be less than the then-outstanding principal balance minus the
land value.

      Certain additional information regarding the Mercer Hotel Loan and the
Mercer Hotel Property is set forth on Appendix II hereto.




                                      IV-40



-------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 8 - NY INLAND PORTFOLIO
-------------------------------------------------------------------------------


                        [9 PHOTOS OF NY INLAND PORTFOLIO]




                                      IV-41



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 8 - NY INLAND PORTFOLIO
--------------------------------------------------------------------------------


                         [2 MAPS OF NY INLAND PORTFOLIO]




                                      IV-42



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 8 - NY INLAND PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $52,310,000

CUIV-OFF DATE BALANCE:                     $52,310,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       April 1, 2007

INTEREST RATE:                            5.391%

AMORTIZATION:                             Interest Only

ARD:                                      March 1, 2012

HYPERAMORTIZATION:                        After the ARD, the loan interest
                                          rate steps up to the lesser of (i)
                                          7.391% and (ii) the maximum rate
                                          permitted by applicable law.

MATURITY DATE:                            March 1, 2037

EXPECTED ARD BALANCE:                     $52,310,000

SPONSOR:                                  Inland Western Retail Real Estate
                                          Trust, Inc.

INTEREST CALCULATION:                     30/360

CALL PROTECTION:                          Locked out through February 28,
                                          2010. In connection with any
                                          voluntary prepayment, the borrower
                                          must pay a premium equal to the
                                          greater of a yield maintenance
                                          premium and 1% of the principal
                                          balance. Prepayable without penalty
                                          on and after February 1, 2012.

LOAN PER SF:                              $77.65

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Cap Ex:            Springing

LOCKBOX:                                  Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Portfolio

PROPERTY TYPE:                            Retail

PROPERTY SUB-TYPE:                        Anchored

LOCATION:                                 Various - See Table

YEAR BUILT/RENOVATED:                     2000 / NAP

PERCENT LEASED(1):                        100.0%

SQUARE FOOTAGE:                           673,696

THE COLLATERAL:                           Two anchored retail centers

OWNERSHIP INTEREST:                       Fee/Leasehold

PROPERTY MANAGEMENT:                      Inland US Management LLC


3RD MOST RECENT NOI (AS OF):              $5,867,648 (TTM 12/31/2003)

2ND MOST RECENT NOI (AS OF):              $5,456,313 (TTM 12/31/2004)

MOST RECENT NOI (AS OF):                  $4,834,664 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $5,687,304

U/W NET CASH FLOW:                        $5,451,242

U/W OCCUPANCY:                            96.8%

APPRAISED VALUE:                          $95,400,000

CUIV-OFF DATE LTV:                         54.8%

ARD LTV:                                  54.8%

DSCR:                                     1.93x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent leased is based on the rent roll dated January 18, 2007.

THE NY INLAND PORTFOLIO LOAN.

      THE LOAN. The eighth largest loan (the "NY Inland Portfolio Loan") is
evidenced by two promissory notes and is secured by two first priority mortgages
on the NY Inland Portfolio, a portfolio of two retail properties located in New
York State (the "NY Inland Portfolio Properties"). The NY Inland Portfolio Loan
was originated on February 6, 2007 by Bear Stearns Commercial Mortgage, Inc.

      THE BORROWER. The borrowers are Inland Western Poughkeepsie Mid-Hudson,
L.L.C. and Inland Western Saratoga Springs Wilton, L.L.C., each a Delaware
limited liability company that owns no material assets other than the one of the
two NY Inland Portfolio Properties (collectively, the "NY Inland Portfolio
Borrower"). The sponsor of the NY Inland Portfolio Borrower is Inland Western
Retail Real Estate Trust, Inc., a subsidiary of the Inland Group Inc.
("Inland"). Inland, together with its subsidiaries and affiliates, is a
fully-integrated real estate company providing property management, leasing,
marketing, acquisition, development, redevelopment, syndication, renovation,
construction finance and other related services. Currently, Inland employs more
than 1,000 people and manages over a reported $17 billion in assets and more
than 100 million square feet of commercial property.

      THE PROPERTIES. The NY Inland Portfolio Properties consist of two retail
centers located in New York State. Wilton Square is a 438,097 square foot power
retail center located in Saratoga Springs, New York. Originally constructed in
1977, the property was redeveloped in 2000 and a mix of anchor tenants was
added, including Home Depot, Target and Staples. Wilton Square is currently 100%
leased to 19 tenants. The Wilton Square property is located within the State
Route 50 Corridor of Saratoga Springs, a major big box retail strip which
includes such retailers as Wal-Mart, Lowe's, Best Buy, TJ Maxx, Bed, Bath &
Beyond, Dick's Sporting Goods and BJ's Wholesale Club. The Mid-Hudson Shopping
Center is a 235,599 square foot power retail center which was built in 2000 and
is situated on




                                      IV-43



a 24.78-acre site in Poughkeepsie, New York. The Mid-Hudson Shopping Center
property is anchored by Home Depot and Stop & Shop (currently dark). The center
is currently 100% leased with 73.7% physical occupancy. Several other tenants at
the property are nationally recognized tenants including Staples, Applebee's,
McDonalds and Starbucks. Trade Dimensions estimated 2006 annual sales for Home
Depot (Wilton Square), Target and Price Chopper of $286 per square foot, $251
per square foot, and $525 per square foot, respectively.

      The following table presents certain information relating to the NY Inland
Portfolio Properties:



--------------------------------------------------------------------------------------------------------------------
                                                   ALLOCATED   NET RENTABLE  YEAR BUILT /    APPRAISED  U/W NET CASH
PROPERTY                    LOCATION              LOAN AMOUNT   AREA (SF)     RENOVATED        VALUE        FLOW
--------------------------------------------------------------------------------------------------------------------

Wilton Square               Saratoga Springs, NY  $28,560,000    438,097      2000 / NAP   $49,400,000   $2,864,876
Mid-Hudson Shopping Center  Poughkeepsie, NY      $23,750,000    235,599      2000 / NAP   $46,000,000   $2,586,367
--------------------------------------------------------------------------------------------------------------------
TOTAL                                             $52,310,000    673,696                   $95,400,000   $5,451,242
--------------------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the lease
rollover at the NY Inland Portfolio Properties:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          0           $0.00            0%           0%           0%                  0%
     2007           2          $23.55            1%           1%           2%                  2%
     2008           5          $25.41            1%           2%           3%                  5%
     2009           1          $22.50            0%           2%           0%                  5%
     2010           0           $0.00            0%           2%           0%                  5%
     2011           8          $12.00           14%          16%          18%                 23%
     2012           2          $27.79            0%          17%           1%                 25%
     2013           0           $0.00            0%          17%           0%                 25%
     2014           0           $0.00            0%          17%           0%                 25%
     2015           3          $14.22            8%          24%          12%                 36%
     2016           2          $14.76            6%          30%           9%                 46%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       8           $7.34           70%         100%          54%                100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenants
at the NY Inland Portfolio Properties:



------------------------------------------------------------------------------------------------------------------------------------
                                                                                             % OF TOTAL    ANNUALIZED
                           CREDIT RATING                                      ANNUALIZED     ANNUALIZED   UNDERWRITTEN
                              (FITCH/                    TENANT              UNDERWRITTEN   UNDERWRITTEN   BASE RENT       LEASE
       TENANT NAME        MOODY'S/S&P)(1)   PROPERTY      NRSF    % OF NRSF  BASE RENT ($)   BASE RENT    ($ PER NRSF)   EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Home Depot (Ground Lease)    A-/Aa3/A+       Both(2)     257,264     38%        $1,459,505       23%          $5.67      01/31/2020
Stop & Shop (Dark)(3)      BB+/Ba1/BBB-    Mid-Hudson     61,847      9%        $1,082,323       17%         $17.50      12/31/2028
Staples                   BBB+/Baa1/BBB+     Both(4)      47,884      7%          $672,052       11%         $14.03      Various(5)
Price Chopper                --/--/--     Wilton Square   61,859      9%          $564,042        9%          $9.12      01/31/2011
Target (Ground Lease)        A+/A1/A+     Wilton Square  124,128     18%          $360,000        6%          $2.90      01/31/2021
Barnes & Noble               --/--/--     Wilton Square   21,500      3%          $322,500        5%         $15.00      01/31/2016
A. C. Moore                  --/--/--     Wilton Square   21,000      3%          $290,850        5%         $13.85      02/01/2011
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                   595,482     88%        $4,751,272       75%          $7.98
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Other Tenants                 Various        Various      78,214     12%        $1,600,966       25%         $20.47         NAP
Vacant Space                    NAP            NAP             0      0%                $0        0%          $0.00         NAP
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                   673,696    100%        $6,352,237      100%          $9.43
------------------------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   There is a 131,877 square foot store at Wilton Square and a 125,387 square
      foot store at Mid-Hudson Shopping Center.

(3)   The Stop & Shop space is currently dark, but the tenant continues to make
      rent payments. At loan origination, the sponsor signed a master lease for
      the entire Stop & Shop space at the underwritten rent of $17.50 per square
      foot that will begin paying rent in the event that Stop & Shop ceases to
      make rent payments due under its lease.

(4)   There is a 23,942 square foot store at Wilton Square and a 23,942 square
      foot store at Mid-Hudson Shopping Center.

(5)   23,942 square feet of Staples' space expires on 06/30/2015; the remaining
      23,942 square feet expires on 11/30/2015.




                                      IV-44



      ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
NY Inland Portfolio Borrower fails to provide evidence of payment. Cap Ex
reserve springs if the NY Inland Portfolio Borrower fails to make all necessary
replacements or maintain the NY Inland Portfolio Properties to the lender's
satisfaction, or an event of default occurs.

      LOCKBOX AND CASH MANAGEMENT. Upon the occurrence of a lockbox event, (i)
the NY Inland Portfolio Borrower will execute a cash management agreement, (ii)
all receivables will be paid into a lockbox account, and (iii) after payment of
debt service, reserves, and operating expenses, the balance of the funds will be
paid to the NY Inland Portfolio Borrower. A lockbox event is triggered if DSCR
is less than or equal to 1.25x for the preceding six months annualized or upon a
cash management event. Upon the occurrence of a cash management event, the
excess cash in the lockbox account shall not be paid to the NY Inland Portfolio
Borrower, but rather, shall be held by lender as additional security. A cash
management event is triggered upon (i) the date the DSCR is less than or equal
to 1.25x for the preceding six months annualized, (ii) the occurrence of an
event of default, (iii) the bankruptcy of the NY Inland Portfolio Borrower,
property manager or the anchor tenant, or (iv) the occurrence of the anticipated
repayment date. A cash sweep based on the DSCR test may be terminated (not more
than twice during the term of the loan) subject to certain conditions, including
but not limited to the DSCR for the preceding six month period being greater
than or equal to 1.25x for two complete, consecutive calendar quarters.

      PROPERTY MANAGEMENT. The NY Inland Portfolio Properties are managed by
Inland US Management LLC, an affiliate of the NY Inland Portfolio Borrower.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PROPERTIES. The NY Inland Portfolio Borrower may release the
Mid-Hudson Shopping Center property from the lien of the NY Inland Portfolio
Loan, subject to the satisfaction of certain requirements and conditions set
forth in the loan documents including, but not limited to the following: (i)
payment of an amount equal to 115% of the allocated loan amount for the
Mid-Hudson Shopping Center property plus the applicable yield maintenance
premium, (ii) the LTV immediately following the release is not greater than 59%,
and (iii) the DSCR immediately following the release is at least equal to or
greater than the greater of 1.00x (based on a 9.30% constant) and the DSCR
immediately prior to such release.

      TERRORISM INSURANCE. Generally, the NY Inland Portfolio Borrower is
required to insure the NY Inland Portfolio Properties against risk of loss on
account of acts of terrorism. However, the NY Inland Portfolio Borrower is not
required to maintain terrorism insurance if (a) the NY Inland Portfolio Borrower
indemnifies the lender for any losses associated with acts of terrorism, (b)
Inland Western Retail Real Estate Trust, Inc. ("Terrorism Insurance Guarantor")
guarantees the indemnification obligation described in clause (a), and (c) the
Terrorism Insurance Guarantor maintains certain net worth and the loan meets
certain LTV requirements.

      Certain additional information regarding the NY Inland Portfolio Loan and
the NY Inland Portfolio Properties is set forth on Appendix II hereto.




                                      IV-45



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                                      IV-46



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - 485 MADISON AVENUE
--------------------------------------------------------------------------------


                        [5 PHOTOS OF 485 MADISON AVENUE]




                                      IV-47



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - 485 MADISON AVENUE
--------------------------------------------------------------------------------


                           [MAP OF 485 MADISON AVENUE]




                                      IV-48



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - 485 MADISON AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     BSCMI

ORIGINAL BALANCE:                         $45,000,000

CUIV-OFF DATE BALANCE:                     $45,000,000

LOAN PURPOSE:                             Refinance

SHADOW RATING (S&P/FITCH/DBRS):           A+ / BBB- / A (low)

FIRST PAYMENT DATE:                       June 1, 2007

INTEREST RATE:                            5.251%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            May 1, 2017

EXPECTED MATURITY BALANCE:                $45,000,000

SPONSORS:                                 Lawrence Ruben Company, Inc., Jack
                                          Resnick & Sons, Inc.

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until 2 years after the
                                          REMIC "starIV-up" date, with U.S.
                                          Treasury defeasance thereafter.
                                          Prepayable without penalty on and
                                          after February 1, 2017.

LOAN PER SF:                              $160.68

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Cap Ex:            Springing

LOCKBOX:                                  None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Urban

LOCATION:                                 New York, NY

YEAR BUILT/RENOVATED:                     1929 / 2004

PERCENT LEASED(1):                        87.2%

SQUARE FOOTAGE:                           280,060

THE COLLATERAL:                           24-story urban office building

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      Jack Resnick & Sons, Inc.


3RD MOST RECENT NOI (AS OF):              $5,975,943 (TTM 12/31/2004)

2ND MOST RECENT NOI (AS OF):              $7,189,734 (TTM 12/31/2005)

MOST RECENT NOI (AS OF):                  $7,558,244 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $6,049,307

U/W NET CASH FLOW:                        $5,200,365

U/W OCCUPANCY:                            87.6%

APPRAISED VALUE:                          $150,900,000

CUIV-OFF DATE LTV:                         29.8%

MATURITY DATE LTV:                        29.8%

DSCR:                                     2.17x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent leased is based on the rent roll dated March 27, 2007.

THE 485 MADISON AVENUE.

      THE LOAN. The ninth largest loan (the "485 Madison Avenue Loan") is
evidenced by a promissory note and is secured by a first priority mortgage on
the 485 Madison Avenue office property located in New York, New York (the "485
Madison Avenue Property"). The 485 Madison Avenue Loan was originated on April
16, 2007 by Bear Stearns Commercial Mortgage, Inc.

      THE BORROWER. The borrower is 485 Madison Avenue, LLC, a Delaware limited
liability company (the "485 Madison Avenue Borrower") that owns no material
assets other than the 485 Madison Avenue Property and related interests. The 485
Madison Avenue Borrower is indirectly owned by Lawrence Ruben Company, Inc.
("Lawrence Ruben") and Jack Resnick & Sons, Inc. ("Resnick"). Since its founding
in 1959, Lawrence Ruben has been developing properties in America's major
cities. In New York, Washington D.C. and Boston alone, Lawrence Ruben has
participated in the development, acquisition and management of over seven
million square feet of office space and 1,000 luxury residential apartments with
a total combined portfolio value in excess of $1.0 billion. Resnick has become
one of the largest private owners of office properties in New York City. The
company currently owns and manages a portfolio of more than five million square
feet of space in Midtown and Downtown Manhattan.

      THE PROPERTY. The 485 Madison Avenue Property is a 24-story, 280,060
square foot office building with 10,693 square feet of ground floor retail space
located on the southeast corner of Madison Avenue and 52nd Street in an area
known as the Plaza District in New York




                                      IV-49



City. The Plaza District is recognized as the New York City submarket with the
highest asking rents for both office and retail tenants. The 485 Madison Avenue
Property is centrally located near many flagship retailers, such as Saks Fifth
Avenue, Bergdorf Goodman, Tiffany & Co., and Barney's, and provides access to
public transportation. The land value of the 485 Madison Avenue Property is
$85.6 million or 190% of the 485 Madison Avenue Loan. Built in 1929 and most
recently renovated in 2004, the 485 Madison Avenue Property is currently 87.2%
leased to over 20 tenants. The largest tenant is McKinsey & Company Inc. which
leases 82,246 square feet or 29% of the total net rentable area. No other tenant
accounts for more than 5% of the total net rentable area or more than 6% of
in-place base rent.

      The following table presents certain information relating to the lease
rollover at the 485 Madison Avenue Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES       UNDERWRITTEN BASE
     YEAR        ROLLING      SF ROLLING      ROLLING      ROLLING      ROLLING     RENTAL REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

   Vacant           3            $0.00          13%          13%           0%                  0%
    2007            1           $56.12           3%          16%           4%                  4%
    2008            4           $64.95           9%          24%          14%                 18%
    2009            6           $45.28          13%          37%          14%                 32%
    2010            1           $50.00           3%          40%           4%                 36%
    2011            1           $54.00           5%          45%           6%                 43%
    2012            0            $0.00           0%          45%           0%                 43%
    2013            2           $36.90           9%          54%           8%                 51%
    2014            2           $34.32          33%          86%          28%                 79%
    2015            4           $51.12           6%          92%           7%                 87%
    2016            3           $59.39           7%         100%          11%                 98%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       1          $208.33           0%         100%           2%                100%
-----------------------------------------------------------------------------------------------------------


      The following table presents certain information relating to the tenants
at the 485 Madison Avenue 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
------------------------------------------------------------------------------------------------------------------

McKinsey & Company Inc.    --/--/--       82,246     29%        $2,796,364       25%         $34.00     07/31/2014
STD Security Life Ins.     --/--/BBB      12,918      5%          $697,572        6%         $54.00     12/31/2011
Co. NY
Douglas Elliman LLC        --/--/--       11,807      4%          $544,502        5%         $46.12     06/30/2016
R. Marston Inc. & RMA
  Corp.                    --/--/--       13,496      5%          $522,462        5%         $38.71     08/31/2008
TOTAL/WEIGHTED AVERAGE                   120,467     43%        $4,560,900       41%         $37.86
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants                 NAP        123,626     44%        $6,565,107       59%         $53.10       Various
Vacant Space                  NAP         35,967     13%                $0       $0           $0.00         NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   280,060    100%       $11,126,006      100%         $39.73
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
485 Madison Avenue Borrower fails to provide evidence of payment or an event of
default occurs. Cap Ex reserve springs if the 485 Madison Avenue Borrower fails
to provide evidence of property maintenance or an event of default occurs.

      LOCKBOX AND CASH MANAGEMENT. There is no lockbox in place with respect to
the 485 Madison Avenue Loan.

      PROPERTY MANAGEMENT. The 485 Madison Avenue Property is managed by Jack
Resnick & Sons, Inc., an affiliate of the 485 Madison Avenue Borrower.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The 485 Madison Avenue
Borrower is permitted to incur future mezzanine financing and unsecured
partnership debt (such mezzanine debt and partnership debt would be subordinate
to the 485 Madison Avenue Loan and the partnership debt may not exceed
$3,000,000), subject to the satisfaction of certain conditions set forth in the
mortgage loan documents, including but not limited to: (i) the debt service
coverage ratio on the aggregate debt must be equal to or greater than 1.25x
(based on a 6.81% loan constant); (ii) the aggregate LTV may not exceed 70%; and
(iii) the execution of an acceptable intercreditor agreement (with respect to
any mezzanine financing) and a subordination and standstill agreement (with
respect to any partnership debt).

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.




                                      IV-50



      RELEASE OF PARCELS.  Not allowed.

      TERRORISM INSURANCE. Generally, the 485 Madison Avenue Borrower is
required to insure the 485 Madison Avenue Property against risk of loss on
account of acts of terrorism. However, the 485 Madison Avenue Borrower is only
required to maintain terrorism insurance for so long as institutional lenders
similar to the 485 Madison Avenue lender in the practice of securitizing loans
are requiring that such insurance be maintained for properties located in the
Borough of Manhattan, City of New York and for loans of similar amounts as the
485 Madison Avenue Loan, with similar borrowers as the 485 Madison Avenue
Borrower. If TRIA is not in effect, the 485 Madison Avenue Borrower shall not be
obligated to pay annual premiums for terrorism insurance in excess of
$187,012.11.

      Certain additional information regarding the 485 Madison Avenue Loan and
the 485 Madison Avenue Property is set forth on Appendix II hereto.




                                      IV-51



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                                      IV-52



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 10 - PARKSHORE PLAZA 1
--------------------------------------------------------------------------------


                         [3 PHOTOS OF PARKSHORE PLAZA 1]




                                      IV-53



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 10 - PARKSHORE PLAZA 1
--------------------------------------------------------------------------------


                           [MAP OF PARKSHORE PLAZA 1]




                                      IV-54



--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 10 - PARKSHORE PLAZA 1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:                     WFB

ORIGINAL BALANCE:                         $41,275,000

CUIV-OFF DATE BALANCE:                     $41,275,000

LOAN PURPOSE:                             Acquisition

SHADOW RATING (S&P/FITCH/DBRS):           NAP

FIRST PAYMENT DATE:                       June 1, 2007

INTEREST RATE:                            5.670%

AMORTIZATION:                             Interest Only

ARD:                                      NAP

HYPERAMORTIZATION:                        NAP

MATURITY DATE:                            May 1, 2017

EXPECTED MATURITY BALANCE:                $41,275,000

SPONSOR:                                  Strategic Property Fund

INTEREST CALCULATION:                     Actual/360

CALL PROTECTION:                          Locked out until 26-payments from
                                          the first payment date. Thereafter,
                                          prepayable with the greater of 1% or
                                          yield maintenance or defeasance for
                                          the following 87 payments.
                                          Thereafter, prepayable without
                                          penalty through maturity date.

LOAN PER SF:                              $153.29

UP-FRONT RESERVES:                        None

ONGOING RESERVES:                         RE Tax:            Springing
                                          Insurance:         Springing
                                          Cap Ex:            Springing
                                          TI/LC:             Springing

LOCKBOX:                                  Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                   Single Asset

PROPERTY TYPE:                            Office

PROPERTY SUB-TYPE:                        Suburban

LOCATION:                                 Folsom, CA

YEAR BUILT/RENOVATED:                     1999 / NAP

PERCENT LEASED(1):                        99.1%

SQUARE FOOTAGE:                           269,254

THE COLLATERAL:                           4 building, 269,254 square foot
                                          office complex

OWNERSHIP INTEREST:                       Fee

PROPERTY MANAGEMENT:                      McCarthy Cook & Co.


3RD MOST RECENT NOI (AS OF):              $4,601,345 (TTM 12/31/2004)

2ND MOST RECENT NOI (AS OF):              $3,971,915 (TTM 12/31/2005)

MOST RECENT NOI (AS OF):                  $4,279,115 (TTM 12/31/2006)

U/W NET OP. INCOME:                       $4,139,995

U/W NET CASH FLOW:                        $3,768,723

U/W OCCUPANCY:                            93.0%

APPRAISED VALUE:                          $63,500,000

CUIV-OFF DATE LTV:                         65.0%

MATURITY DATE LTV:                        65.0%

DSCR:                                     1.59x

POST IO DSCR:                             NAP
--------------------------------------------------------------------------------

(1)   Percent leased is based on the rent roll dated January 29, 2007.

THE PARKSHORE PLAZA 1 LOAN.

      THE LOAN. The tenth largest loan (the "Parkshore Plaza 1 Loan") is
evidenced by a Promissory Note and Loan Agreement ("Parkshore Plaza 1 Note")
that is secured by a first priority Deed of Trust, Assignment of Leases and
Rents, Fixture Filing and Security Agreement (the "Parkshore Plaza 1 Mortgage")
encumbering the four office buildings containing 269,254 square feet known as
Parkshore Plaza 1, located in Folsom, CA (the "Parkshore Plaza Property"). The
Parkshore Plaza 1 Loan was originated on April 13, 2007 by or on behalf of Wells
Fargo Bank, National Association.

      THE BORROWER. The borrower is Parkshore Plaza Office Property Owner LLC
(the "Parkshore Plaza 1 Borrower"). The Parkshore Plaza 1 Borrower is 100% owned
by Parkshore Plaza Acquisition Company, LLC. Parkshore Plaza Acquisition Company
is made up of 95% ownership from Parkshore Acquisition, LLC and 5% ownership
from McCarthy Cook Ventures VIII, LLC. Parkshore Acquisition, LLC is 100% owned
by the Commingled Pension Trust Fund (Strategic Property Fund) of JP Morgan
Chase Bank, National Association. The Strategic Property Fund has a net worth of
$11.6 billion and focuses on high-quality stabilized assets with dominant
competitive characteristics in markets with attractive demographics. The
Strategic Property Fund has a direct real property interest in 120 properties
with 196 account holders.

      THE PROPERTY. The Parkshore Plaza 1 Property is a four building Class A
office complex with 269,254 square feet located in Folsom, CA, which is
approximately 25 miles east of Sacramento. There are two 2-story buildings and
two 3-story buildings. The subject property was built in 1999. The complex is
situated on 17.35 acres of land and provides parking for 1,016 vehicles
(3.8/1,000 square feet). As of January 29, 2007, the property was 99.1% occupied
by 14 tenants. The buildings feature a limestone facade with a Spanish tile
sloped roof




                                      IV-55



and common area flooring consisting of a combination of travertine marble and
carpeting with some granite in the lobby areas. The grounds at the complex are
heavily landscaped incorporating water features. There is also a health club and
conference center that all tenants can use. Primary access to the neighborhood
is provided by US-50 located approximately two miles south of the Parkshore
Plaza Property. Also, the Sacramento Regional Transit system has a stop adjacent
to the property.

      The following table presents certain information relating to the lease
rollover at the Parkshore Plaza 1 Property:



-----------------------------------------------------------------------------------------------------------
                                          LEASE ROLLOVER SCHEDULE

                                                                       % OF TOTAL
                               AVERAGE                                UNDERWRITTEN
                             UNDERWRITTEN                 CUMULATIVE  BASE RENTAL    CUMULATIVE % OF TOTAL
               # OF LEASES  BASE RENT PER  % OF TOTAL SF   % OF SF      REVENUES        CONTRACT RENTAL
     YEAR        ROLLING   SF ROLLING (1)     ROLLING      ROLLING      ROLLING        REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------

    Vacant          1           $0.00            1%           1%           0%                  0%
     2007           1          $29.16            1%           2%           1%                  1%
     2008           1          $25.20            0%(2)        3%           1%                  2%
     2009           4          $18.57           81%          84%          77%                 79%
     2010           4          $25.23            7%          91%           9%                 88%
     2011           1          $25.80            3%          94%           4%                 92%
     2012           3          $25.32            6%         100%           8%                100%
     2013           0           $0.00            0%         100%           0%                100%
     2014           0           $0.00            0%         100%           0%                100%
     2015           0           $0.00            0%         100%           0%                100%
     2016           0           $0.00            0%         100%           0%                100%
-----------------------------------------------------------------------------------------------------------
2017 & Beyond       0           $0.00            0%         100%           0%                100%
-----------------------------------------------------------------------------------------------------------


(1)   A 742 square foot management office has been excluded from the per square
      footage analysis, as there is no rent attributable to this space. Also,
      2,622 square feet of health club and conference room space has been
      excluded. No rent is underwritten for this space either.

(2)   Lease rolling comprises 0.48% of Total square footage.

      The following table presents certain information relating to the major
tenants at the Parkshore Plaza 1 Property:



------------------------------------------------------------------------------------------------------------------
                                                                             % OF TOTAL   ANNUALIZED
                         CREDIT RATING                          ANNUALIZED   ANNUALIZED    CONTRACT
                            (FITCH/      TENANT                  CONTRACT     CONTRACT       RENT        LEASE
     TENANT NAME        MOODY'S/S&P)(1)   NRSF    % OF NRSF      RENT ($)       RENT     ($ PER NRSF)  EXPIRATION
------------------------------------------------------------------------------------------------------------------

Verizon Wireless            A+/A3/A      191,512     71%        $3,377,389       65%         $17.64     06/30/2009
Wachovia Securities       AA-/Aa3/AA-     13,013      5%          $327,928        6%         $25.20     09/30/2009
Intuit                     --/--/--       11,121      4%          $286,918        6%         $25.80     09/30/2009
Primary Relocation         --/--/--        9,964      4%          $247,500        5%         $24.84     12/31/2010
Chang, Ruthenberg & Lon    --/--/--        7,815      3%          $201,627        4%         $25.80     11/30/2011
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   233,425     87%        $4,441,362       85%         $19.03
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Other Tenants                 NAP         33,395     12%          $773,548       15%         $25.76(2)    Various
Vacant Space                  NAP          2,434      1%                $0        0%          $0.00         NAP
------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                   269,254    100%        $5,214,910      100%         $19.79
------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   A 742 square foot management office has been excluded from the per square
      footage analysis, as there is no rent attributable to this space. Also,
      2,622 square feet of health club and conference room space has been
      excluded. No rent is underwritten for this space either.

      ESCROWS AND RESERVES. Upon the occurrence of an event of default, the
Parkshore Plaza 1 Borrower is required to deposit monthly: (i) 1/12 of the
estimated annual taxes and insurance premium costs, (ii) $4,488 monthly ($0.20
per square foot annually) for capital expenditures and (iii) $26,500 for TI/LC
costs.

      LOCKBOX AND CASH MANAGEMENT. A springing hard lockbox is in place with
respect to the Parkshore Plaza 1 Loan. A cash sweep event is triggered upon: (i)
6 months after an event of default; (ii) any bankruptcy action of borrower;
(iii) any bankruptcy action of manager, unless the manager is replaced by a
Qualified Manager within 45 days; (iv) Verizon fails to renew or extend its
lease nine months prior to lease expiration. $5,194,797 will be swept into the
lockbox if Verizon fails to renew the lease or the Parkshore Plaza 1 Borrower
must provide one of the following in lieu: cash, letter of credit, or a
guarantee by the Strategic Property Fund.

      PROPERTY MANAGEMENT. The Parkshore Plaza 1 Property is managed by McCarthy
Cook & Co. The company has acquired approximately 4.4 million square feet of
office and mixed-use properties with an additional 1 million square feet of
value added development opportunity. During its 11-year history, McCarthy Cook &
Co. has acquired approximately $1.4 billion of properties with its partners.




                                      IV-56



      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Future mezzanine financing
is permitted provided: (i) no default has occurred; (ii) DSCR shall be equal to
or greater than 1.25x; (iii) LTV shall not exceed 75%; (iv) lender is a
qualified mezzanine lender (as defined in the Parkshore Plaza 1 Note) and; (v)
rating agency confirmation of no downgrade of the certificates.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM INSURANCE. The Parkshore Plaza 1 Borrower is required to insure
the Parkshore Plaza 1 Property against risk of loss on account of acts of
terrorism. However, the Parkshore Plaza 1 Borrower is required to maintain
insurance only to the extent obtainable for a maximum annual premium equal to
$60,000, which is 200% of the current cost of a separate policy for terrorism
coverage.

      Certain additional information regarding the Parkshore Plaza 1 Loan and
the Parkshore Plaza 1 Property is set forth on Appendix II hereto.




                                      IV-57

                                   APPENDIX V





















------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                    DISTRIBUTION DATE STATEMENT

                                                         TABLE OF CONTENTS



                           -----------------------------------------------------------------------------
                           STATEMENT SECTIONS                                                   PAGE(s)
                           -----------------------------------------------------------------------------

                           Certificate Distribution Detail                                         2
                           Certificate Factor Detail                                               3
                           Reconciliation Detail                                                   4
                           Other Required Information                                              5
                           Cash Reconciliation Detail                                              6
                           Ratings Detail                                                          8
                           Current Mortgage Loan and Property Stratification Tables              8 - 16
                           Mortgage Loan Detail                                                    17
                           NOI Detail                                                              18
                           Principal Prepayment Detail                                             19
                           Historical Detail                                                       20
                           Delinquency Loan Detail                                                 21
                           Specially Serviced Loan Detail                                       22 - 23
                           Advance Summary                                                         24
                           Modified Loan Detail                                                    25
                           Historical Liquidated Loan Detail                                       26
                           Historical Bond / Collateral Realized Loss Reconciliation               27
                           Interest Shortfall Reconciliation Detail                             28 - 29
                           Defeased Loan Detail                                                    30
                           Supplemental Reporting                                                  31
                           -----------------------------------------------------------------------------




                DEPOSITOR                                    MASTER SERVICER                            SPECIAL SERVICER
  --------------------------------------         -----------------------------------          ------------------------------------

  Morgan Stanley Capital I Inc.                  Wells Fargo Bank, N.A                        Centerline Servicing, Inc.
                                                 1320 Willow Pass Road, Suite 300             5221 N. O' Connor Blvd., Ste. 600
                                                 investorreporting@wellsfargo.com             Lrving, Tx 75039
  1585 Broadway                                  Concord, CA 94520
  New York, NY 10036

  Contact:  General Information Number           Contact: Myung J. Nam                        Contact:      Chris Crouch
  Phone Number: (212) 761-4700                   Phone Number:                                Phone Number: (972) 868-5300
  --------------------------------------         -----------------------------------          ------------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 1 of 31






------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                   CERTIFICATE DISTRIBUTION DETAIL

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     Realized
                                                                                      Loss/
                                                                                    Additional                           Current
               Pass-Through Original Beginning  Principal     Interest   Prepayment Trust Fund    Total      Ending   Subordination
 Class  CUSIP      Rate     Balance   Balance  Distribution Distribution  Premium    Expenses  Distribution  Balance    Level (1)
-----------------------------------------------------------------------------------------------------------------------------------

  A-1            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-1A           0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-2            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-3            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-AB           0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-4            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-M            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  A-J            0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   B             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   C             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   D             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   E             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   F             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   G             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   H             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   J             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   K             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   L             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   M             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   N             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   O             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   P             0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  AW34           0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
   R-I           0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  R-II           0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
  R-III          0.000000%    0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                        0.00      0.00       0.00         0.00        0.00       0.00        0.00       0.00        0.00
-----------------------------------------------------------------------------------------------------------------------------------




--------------------------------------------------------------------------------------------------
                             Original  Beginning                                           Ending
               Pass-Through  Notional  Notional     Interest    Prepayment     Total      Notional
Class   CUSIP      Rate       Amount    Amount    Distribution   Premium    Distribution   Amount
--------------------------------------------------------------------------------------------------

 X               0.000000      0.00      0.00         0.00         0.00         0.00        0.00
--------------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of
the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and
dividing the result by (A).
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 2 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                      CERTIFICATE FACTOR DETAIL



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Realized
                                                                                                          Loss/
                                                                                                       Additional
                                                                                                          Trust
                                     Beginning        Principal        Interest       Prepayment          Fund            Ending
     Class        CUSIP               Balance        Distribution     Distribution     Premium          Expenses          Balance
------------------------------------------------------------------------------------------------------------------------------------

  A-1                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-1A                               0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-2                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-3                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-AB                               0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-4                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-M                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  A-J                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   B                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   C                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   D                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   E                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   F                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   G                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   H                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   J                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   K                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   L                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   M                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   N                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   O                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
   P                                 0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  AW34                               0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  R-I                                0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  R-II                               0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
  R-III                              0.00000000       0.00000000       0.00000000     0.00000000        0.00000000      0.00000000
-----------------------------------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------

                                  Beginning                                           Ending
                                   Notional          Interest      Prepayment        Notional
     Class          CUSIP           Amount         Distribution      Premium          Amount
-------------------------------------------------------------------------------------------------

      X                           0.00000000        0.00000000     0.00000000       0.00000000
-------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 3 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                        RECONCILIATION DETAIL



PRINCIPAL RECONCILIATION
------------------------------------------------------------------------------------------------------------------------------------
                                   Unpaid                                                        Stated      Unpaid       Current
              Stated Beginning   Beginning                                                       Ending      Ending      Principal
                 Principal       Principal    Scheduled   Unscheduled    Principal   Realized   Principal   Principal   Distribution
 Loan Group       Balance         Balance     Principal    Principal    Adjustments    Loss      Balance     Balance       Amount
------------------------------------------------------------------------------------------------------------------------------------

      1            0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
      2            0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------
    Total          0.00            0.00          0.00        0.00          0.00        0.00        0.00       0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------




CERTIFICATE INTEREST RECONCILIATION
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         Remaining
                                        Net Aggregate                 Distributable                                       Unpaid
                             Accrued     Prepayment    Distributable   Certificate             Additional              Distributable
         Accrual  Accrual  Certificate    Interest      Certificate     Interest     WAC CAP   Trust Fund   Interest    Certificate
Class     Dates    Days     Interest      Shortfall      Interest      Adjustment   Shortfall   Expenses  Distribution   Interest
------------------------------------------------------------------------------------------------------------------------------------

  A-1       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-1A      0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-2       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-3       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-AB      0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-4       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-M       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
  A-J       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   X        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   B        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   C        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   D        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   E        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   F        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   G        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   H        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   J        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   K        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   L        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   M        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   N        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   O        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
   P        0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
 AW34       0        0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------
Totals               0           0.00         0.00           0.00           0.00        0.00        0.00         0.00          0.00
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 4 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                     OTHER REQUIRED INFORMATION
------------------------------------------------------------------------------------------------------------------------------------

Available Distribution Amount (1)                                 0.00

Master Servicing Fee Summary

   Current Period Accrued Master Servicing Fees                   0.00
   Less Delinquent Master Servicing Fees                          0.00
   Less Reductions to Master Servicing Fees                       0.00
   Plus Master Servicing Fees for Delinquent Payments             0.00
   Plus Adjustments for Prior Master Servicing Calculation        0.00
   Total Master Servicing Fees Collected                          0.00




                                                                           Appraisal Reduction Amount
                                                                           -------------------------------------------------
                                                                                       Appraisal     Cumulative  Most Recent
                                                                            Loan       Reduction        ASER      App.Red.
                                                                           Number      Effected        Amount       Date
                                                                           -------------------------------------------------






                                                                           -------------------------------------------------
                                                                           Total
                                                                           -------------------------------------------------

(1) The Available Distribution Amount includes any Prepayment Premiums .
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 5 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                           CASH RECONCILIATION DETAIL


------------------------------------------------------------------------------------

TOTAL FUNDS COLLECTED
  INTEREST:
      Interest paid or advanced                                         0.00
      Interest reductions due to Non-Recoverability Determinations      0.00
      Interest Adjustments                                              0.00
      Deferred Interest                                                 0.00
      Net Prepayment Interest Shortfall                                 0.00
      Net Prepayment Interest Excess                                    0.00
      Extension Interest                                                0.00
      Interest Reserve Withdrawal                                       0.00
                                                                              ------
            TOTAL INTEREST COLLECTED                                            0.00

  PRINCIPAL:
      Scheduled Principal                                               0.00
      Unscheduled Principal                                             0.00
            Principal Prepayments                                       0.00
            Collection of Principal after Maturity Date                 0.00
            Recoveries from Liquidation and Insurance Proceeds          0.00
            Excess of Prior Principal Amounts paid                      0.00
            Curtailments                                                0.00
      Negative Amortization                                             0.00
      Principal Adjustments                                             0.00
                                                                              ------
            TOTAL PRINCIPAL COLLECTED                                           0.00

  OTHER:
      Prepayment Penalties/Yield Maintenance                            0.00
      Repayment Fees                                                    0.00
      Borrower Option Extension Fees                                    0.00
      Equity Payments Received                                          0.00
      Net Swap Counterparty Payments Received                           0.00
                                                                              ------
            TOTAL OTHER COLLECTED                                               0.00
                                                                              ------
TOTAL FUNDS COLLECTED                                                           0.00
                                                                              ======

    TOTAL FUNDS DISTRIBUTED
      FEES:
          Master Servicing Fee                                          0.00
          Trustee Fee                                                   0.00
          Certificate Administration Fee                                0.00
          Insurer Fee                                                   0.00
          Miscellaneous Fee                                             0.00
                                                                              ------
              TOTAL FEES                                                        0.00

      ADDITIONAL TRUST FUND EXPENSES:

          Reimbursement for Interest on Advances                        0.00
          ASER Amount                                                   0.00
          Special Servicing Fee                                         0.00
          Rating Agency Expenses                                        0.00
          Attorney Fees & Expenses                                      0.00
          Bankruptcy Expense                                            0.00
          Taxes Imposed on Trust Fund                                   0.00
          Non-Recoverable Advances                                      0.00
          Other Expenses                                                0.00
                                                                              ------
              TOTAL ADDITIONAL TRUST FUND EXPENSES                              0.00

      INTEREST RESERVE DEPOSIT                                                  0.00

      PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:

          Interest Distribution                                         0.00
          Principal Distribution                                        0.00
          Prepayment Penalties/Yield Maintenance                        0.00
          Borrower Option Extension Fees                                0.00
          Equity Payments Paid                                          0.00
          Net Swap Counterparty Payments Paid                           0.00
                                                                              ------
                 TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS                  0.00
                                                                              ------
 TOTAL FUNDS DISTRIBUTED                                                        0.00
                                                                              ======

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 6 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                           RATINGS DETAIL

-------------------------------------------------------------------------------------------------------------------
                                                    Original Ratings                     Current Ratings (1)
                                           ------------------------------------------------------------------------
       Class                CUSIP              Fitch       S & P      DBRS         Fitch        S & P       DBRS
-------------------------------------------------------------------------------------------------------------------

       A-1
       A-1A
       A-2
       A-3
       A-AB
       A-4
       A-M
       A-J
        X
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        O
        P
       AW34
-------------------------------------------------------------------------------------------------------------------

      NR  - Designates that the class was not rated by the above agency at the time of original issuance.

       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.

      N/A - Data not available this period.

1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent to
issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.

Fitch, Inc.                                  Standard & Poor's Rating Services                  Dominion Bond Rating Service
One State Street Plaza                       55 Church Street                                   200 King Street West, Suite 1304
New York, New York 10004                     New York, New York 10041                           Toronto, Ontario M5H 3T4
(212) 908-0500                               (212) 438-2430                                     (416) 593-5577
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 7 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                           AGGREGATE POOL

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                    % of                 Weighted                                         % of             Weighted
    Scheduled   # of    Scheduled   Agg.   WAM           Avg DSCR                      # of   Scheduled   Agg.  WAM        Avg DSCR
    Balance     loans    Balance    Bal.   (2)    WAC      (1)             State      Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 8 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                           AGGREGATE POOL

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                    % of                  Weighted                                        % of              Weighted
 Debt Service    # of    Scheduled  Agg.    WAM           Avg DSCR          Property   # of    Scheduled   Agg.  WAM        Avg DSCR
Coverage Ratio   loans    Balance   Bal.    (2)    WAC      (1)               Type     Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                   % of                  Weighted                                         % of              Weighted
                # of    Scheduled  Agg.    WAM           Avg DSCR                      # of    Scheduled  Agg.   WAM        Avg DSCR
  Note Rate     loans    Balance   Bal.    (2)    WAC      (1)           Seasoning    loans    Balance   Bal.   (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Page 9 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                           AGGREGATE POOL

        ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                    REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------
 Anticipated                       % of                  Weighted         Remaining                       % of              Weighted
Remaining Term  # of    Scheduled  Agg.    WAM           Avg DSCR          Stated     # of     Scheduled  Agg.   WAM        Avg DSCR
     (2)        loans    Balance   Bal.    (2)    WAC      (1)              Term      loans     Balance   Bal.   (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
  Remaining                         % of                  Weighted         Age of                         % of              Weighted
 Amortization   # of     Scheduled  Agg.    WAM           Avg DSCR       Most Recent   # of    Scheduled   Agg.  WAM        Avg DSCR
     Term       loans     Balance   Bal.    (2)    WAC      (1)              NOI       loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 10 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                               GROUP I

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                   % of                  Weighted                                         % of             Weighted
   Scheduled    # of    Scheduled  Agg.    WAM           Avg DSCR                      # of    Scheduled  Agg.   WAM       Avg DSCR
    Balance     loans    Balance   Bal.    (2)    WAC      (1)              State     Props.    Balance   Bal.   (2)   WAC    (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 11 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                               GROUP I

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
  Debt Service                    % of                  Weighted                                         % of             Weighted
    Coverage    # of    Scheduled  Agg.    WAM           Avg DSCR                      # of   Scheduled   Agg.  WAM        Avg DSCR
     Ratio      loans    Balance   Bal.    (2)    WAC      (1)         Property Type  Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                   % of                  Weighted                                         % of              Weighted
      Note      # of    Scheduled  Agg.    WAM           Avg DSCR                     # of     Scheduled  Agg.   WAM        Avg DSCR
      Rate      loans    Balance   Bal.    (2)    WAC      (1)            Seasoning   loans     Balance   Bal.   (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 12 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                               GROUP I

         ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                   REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------

 Anticipated                       % of                  Weighted         Remaining                       % of              Weighted
Remaining Term   # of   Scheduled  Agg.    WAM           Avg DSCR          Stated     # of     Scheduled  Agg.   WAM        Avg DSCR
     (2)        loans    Balance   Bal.    (2)    WAC      (1)              Term      loans     Balance   Bal.   (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
                                                                          Age of
   Remaining                        % of                 Weighted          Most                           % of              Weighted
  Amortization  # of     Scheduled  Agg.    WAM          Avg DSCR         Recent      # of     Scheduled  Agg.   WAM        Avg DSCR
      Term      loans     Balance   Bal.    (2)    WAC     (1)              NOI       loans     Balance   Bal.   (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 13 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                              GROUP II

                         SCHEDULED BALANCE                                                       STATE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
                                     %                                                                     %
                  #                  of                  Weighted                       #                  of              Weighted
   Scheduled     of     Scheduled   Agg.   WAM           Avg DSCR                       of    Scheduled   Agg.  WAM        Avg DSCR
    Balance     loans    Balance    Bal.   (2)    WAC      (1)              State     Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 14 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                              GROUP II

                    DEBT SERVICE COVERAGE RATIO                                              PROPERTY TYPE (3)
--------------------------------------------------------------------   -------------------------------------------------------------
      Debt
    Service                        % of                  Weighted                                       % of              Weighted
    Coverage    # of    Scheduled   Agg.   WAM           Avg DSCR                     #  of   Scheduled   Agg.  WAM        Avg DSCR
     Ratio      loans    Balance    Bal.   (2)    WAC      (1)         Property Type  Props.   Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




                             NOTE RATE                                                           SEASONING
--------------------------------------------------------------------   -------------------------------------------------------------
                                    % of                 Weighted                                        % of              Weighted
      Note       # of    Scheduled  Agg.   WAM           Avg DSCR                      # of    Scheduled  Agg.  WAM        Avg DSCR
      Rate      loans     Balance   Bal.   (2)    WAC      (1)            Seasoning   loans     Balance   Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

See footnotes on last page of this section.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 15 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                                              GROUP II

         ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                   REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------   -------------------------------------------------------------
 Anticipated                        % of                 Weighted         Remaining                      % of              Weighted
Remaining Term  # of    Scheduled   Agg.   WAM           Avg DSCR          Stated     # of    Scheduled   Agg.  WAM        Avg DSCR
     (2)        loans    Balance    Bal.   (2)    WAC      (1)              Term      loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------




        REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                               AGE OF MOST RECENT NOI
--------------------------------------------------------------------   -------------------------------------------------------------
                                                                           Age of
   Remaining                        % of                  Weighted          Most                           % of             Weighted
  Amortization  # of     Scheduled   Agg.   WAM           Avg DSCR         Recent      # of    Scheduled   Agg.  WAM        Avg DSCR
      Term      loans    Balance     Bal.   (2)    WAC      (1)             NOI        loans    Balance    Bal.  (2)   WAC     (1)
--------------------------------------------------------------------   -------------------------------------------------------------










--------------------------------------------------------------------   -------------------------------------------------------------
     Totals                                                                Totals
--------------------------------------------------------------------   -------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 16 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                        MORTGAGE LOAN DETAIL




--------------------------------------------------------------------------------------------------------------------------------
                  Property                                               Anticipated            Neg.     Beginning    Ending
   Loan             Type                   Interest   Principal  Gross    Repayment   Maturity  Amort    Scheduled   Scheduled
  Number   ODCR     (1)     City   State   Payment     Payment   Coupon     Date        Date    (Y/N)     Balance     Balance
--------------------------------------------------------------------------------------------------------------------------------












--------------------------------------------------------------------------------------------------------------------------------
 Totals
--------------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------
            Paid     Appraisal   Appraisal   Res.   Mod.
   Loan     Thru     Reduction   Reduction  Strat.  Code
  Number    Date       Date       Amount     (2)     (3)
----------------------------------------------------------











----------------------------------------------------------
 Totals
----------------------------------------------------------

                      (1) Property Type Code                                        (2) Resolution Strategy Code

MF - Multi-Family            OF - Office          1 - Modification      6 - DPO                      10 - Deed in Lieu Of
RT - Retail                  MU - Mixed Use       2 - Foreclosure       7 - REO                           Foreclosure
HC - Health Care             LO - Lodging         3 - Bankruptcy        8 - Resolved                 11 - Full Payoff
IN - Industrial              SS - Self Storage    4 - Extension         9 - Pending Return           12 - Reps and Warranties
WH - Warehouse               OT - Other           5 - Note Sale             to Master Servicer       13 - Other or TBD
MH - Mobile Home Park

    (3) Modification Code

 1 - Maturity Date Extension
 2 - Amortization Change
 3 - Principal Write-Off
 4 - Combination
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 17 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                            NOI DETAIL
----------------------------------------------------------------------------------------------------------------------------------
                                                         Ending            Most            Most       Most Recent    Most Recent
    Loan              Property                          Scheduled         Recent          Recent       NOI Start       NOI End
   Number    ODCR       Type       City      State       Balance        Fiscal NOI          NOI           Date           Date
----------------------------------------------------------------------------------------------------------------------------------











----------------------------------------------------------------------------------------------------------------------------------
   Total
----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 18 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                     PRINCIPAL PREPAYMENT DETAIL
------------------------------------------------------------------------------------------------------------------------------------

                                                    Principal Prepayment Amount                      Prepayment Penalties
                            Offering Document  -------------------------------------------------------------------------------------
 Loan Number   Loan Group    Cross-Reference     Payoff Amount    Curtailment Amount   Prepayment Premium  Yield Maintenance Premium
------------------------------------------------------------------------------------------------------------------------------------












------------------------------------------------------------------------------------------------------------------------------------
    Totals
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 19 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                          HISTORICAL DETAIL



----------------------------------------------------------------------------------------------------------------
                                                 Delinquencies
----------------------------------------------------------------------------------------------------------------
Distribution     30-59 Days      60-89 Days     90 Days or More     Foreclosure         REO        Modifications
    Date        #     Balance   #     Balance    #      Balance    #     Balance   #     Balance   #     Balance
----------------------------------------------------------------------------------------------------------------













----------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------
                       Prepayments                 Rate and Maturities
-------------------------------------------------------------------------
Distribution    Curtailments       Payoff       Next Weighted Avg.
    Date        #     Balance   #     Balance   Coupon        Remit   WAM
-------------------------------------------------------------------------













-------------------------------------------------------------------------

Note: Foreclosure and REO Totals are excluded from the delinquencies.
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 20 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                 DELINQUENCY LOAN DETAIL
---------------------------------------------------------------------------------------------------------------------------

                  Offering        # of                     Current    Outstanding    Status of  Resolution
                  Document        Months    Paid Through    P & I        P & I       Mortgage    Strategy       Servicing
 Loan Number   Cross-Reference    Delinq.       Date       Advances   Advances **    Loan (1)    Code (2)     Transfer Date
---------------------------------------------------------------------------------------------------------------------------













---------------------------------------------------------------------------------------------------------------------------
 Totals
---------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------
                                 Actual      Outstanding
                Foreclosure     Principal     Servicing    Bankruptcy   REO
 Loan Number       Date          Balance      Advances        Date      Date
-----------------------------------------------------------------------------













-----------------------------------------------------------------------------
 Totals
-----------------------------------------------------------------------------

                    (1) Status of Mortgage Loan                                        (2) Resolution Strategy Code

A - Payments Not Received       2 - Two Months Delinquent             1 - Modification   6 - DPO                  10 - Deed In Lieu
    But Still in Grace Period   3 - Three or More Months Delinquent   2 - Foreclosure    7 - REO                       Of Forclosure
B - Late Payment But Less       4 - Assumed Scheduled Payment         3 - Bankruptcy     8 - Resolved             11 - Full Payoff
    Than 1 Month Delinquent         (Performing Matured Loan)         4 - Extension      9 - Pending Return       12 - Reps and
0 - Current                     7 - Foreclosure                       5 - Note Sale          to Master Servicer        Warranties
1 - One Month Delinquent        9 - REO                                                                           13 - Other or TBD
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 21 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                               SPECIALLY SERVICED LOAN DETAIL - PART 1

-----------------------------------------------------------------------------------------------------------------------------------
                               Offering       Servicing   Resolution
  Distribution     Loan        Document       Transfer     Strategy      Scheduled      Property              Interest      Actual
     Date         Number    Cross-Reference     Date       Code (1)       Balance       Type (2)     State      Rate        Balance
-----------------------------------------------------------------------------------------------------------------------------------












-----------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------
                    Net                                                Remaining
  Distribution   Operating      NOI             Note     Maturity     Amortization
     Date          Income      Date     DSCR    Date       Date           Term
------------------------------------------------------------------------------------












------------------------------------------------------------------------------------

                    (1) Resolution Strategy Code                                    (2) Property Type Code

1 - Modification   6 - DPO                  10 - Deed In Lieu Of        MF - Multi-Family            OF - Office
2 - Foreclosure    7 - REO                       Foreclosure            RT - Retail                  MU - Mixed use
3 - Bankruptcy     8 - Resolved             11 - Full Payoff            HC - Health Care             LO - Lodging
4 - Extension      9 - Pending Return       12 - Reps and Warranties    IN - Industrial              SS - Self Storage
5 - Note Sale          to Master Servicer   13 - Other or TBD           WH - Warehouse               OT - Other
                                                                        MH - Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 22 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                               SPECIALLY SERVICED LOAN DETAIL - PART 2

------------------------------------------------------------------------------------------------------------------------------------
                          Offering      Resolution      Site
 Distribution   Loan      Document       Strategy    Inspection                 Appraisal   Appraisal      Other REO
     Date      Number  Cross-Reference   Code (1)       Date     Phase 1 Date     Date        Value    Property Revenue     Comment
------------------------------------------------------------------------------------------------------------------------------------












------------------------------------------------------------------------------------------------------------------------------------

                     (1) Resolution Strategy Code

1 - Modification       6 - DPO                        10 - Deed In Lieu Of
2 - Foreclosure        7 - REO                             Foreclosure
3 - Bankruptcy         8 - Resolved                   11 - Full Payoff
4 - Extension          9 - Pending Return             12 - Reps and Warranties
5 - Note Sale              to Master Servicer         13 - Other or TBD
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 23 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                             ADVANCE SUMMARY

--------------------------------------------------------------------------
                                                            Current Period
                                                               Interest
              Current                       Outstanding       on P&I and
                P&I         Outstanding      Servicing         Servicing
Loan Group    Advances      P&I Advances      Advances       Advances Paid
--------------------------------------------------------------------------

    1             0.00             0.00             0.00              0.00
    2             0.00             0.00             0.00              0.00
--------------------------------------------------------------------------
  Totals          0.00             0.00             0.00              0.00
--------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 24 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------





                                                        MODIFIED LOAN DETAIL
------------------------------------------------------------------------------------------------------------------------------------
              Offering
  Loan        Document      Pre-Modification  Post-Modification  Pre-Modification  Post-Modification   Modification     Modification
 Number    Cross-Reference       Balance           Balance         Interest Rate     Interest Rate         Date         Description
------------------------------------------------------------------------------------------------------------------------------------













------------------------------------------------------------------------------------------------------------------------------------
 Totals
------------------------------------------------------------------------------------------------------------------------------------






------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 25 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                                  HISTORICAL LIQUIDATED LOAN DETAIL

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Net
                                                                                                      Net           Proceeds
                                   Beginning         Fees,        Most Recent     Gross Sales       Proceeds       Available
    Distribution                   Scheduled       Advances,       Appraised      Proceeds or     Received on         for
        Date          ODCR          Balance     and Expenses *   Value or BPO   Other Proceeds    Liquidation     Distribution
-------------------------------------------------------------------------------------------------------------------------------













-------------------------------------------------------------------------------------------------------------------------------
         Current Total
-------------------------------------------------------------------------------------------------------------------------------
        Cumulative Total
-------------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------


                                Realized     Date of Current  Current Period   Cumulative      Loss to Loan
    Distribution                  Loss         Period Adj.      Adjustment     Adjustment        with Cum
        Date          ODCR      to Trust         to Trust        to Trust       to Trust      Adj. to Trust
--------------------------------------------------------------------------------------------------------------













--------------------------------------------------------------------------------------------------------------
         Current Total
--------------------------------------------------------------------------------------------------------------
        Cumulative Total
--------------------------------------------------------------------------------------------------------------

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 26 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                        HISTORICAL BOND/COLLATERAL LOSS RECONCILIATION DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                                                                        Prior
                                                                      Realized
                   Offering         Beginning         Aggregate     Loss Applied       Amounts          Interest       Modification
  Distribution     Document          Balance        Realized Loss        to           Covered by      (Shortages)/      /Appraisal
      Date      Cross-Reference   at Liquidation      on Loans      Certificates    Credit Support      Excesses      Reduction Adj.
------------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------
                                                                  (Recoveries)/
                                Realized Loss                     Losses Applied
                 Additional       Applied to     Recoveries of          to
  Distribution  (Recoveries)   Certificates to  Realized Losses    Certificate
      Date       /Expenses           Date         Paid as Cash       Interest
------------------------------------------------------------------------------------















------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 27 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                          INTEREST SHORTFALL RECONCILIATION DETAIL - PART 1

------------------------------------------------------------------------------------------------------------------------------------
                        Stated
     Offering          Principal      Current Ending                 Special Servicing Fees
     Document         Balance at         Scheduled     --------------------------------------------------
 Cross-Reference     Contribution         Balance          Monthly        Liquidation      Work Out          ASER     (PPIS) Excess
------------------------------------------------------------------------------------------------------------------------------------













------------------------------------------------------------------------------------------------------------------------------------
      Totals
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------
                                                        Modified
                                                        Interest
     Offering       Non-Recoverable     Interest           Rate          Additional
     Document         (Scheduled           on          (Reduction)      Trust Fund
 Cross-Reference      Interest)         Advances         /Excess          Expense
------------------------------------------------------------------------------------













------------------------------------------------------------------------------------
      Totals
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 28 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                          INTEREST SHORTFALL RECONCILIATION DETAIL - PART 2

-----------------------------------------------------------------------------------------------------------------------------------


                                                           Reimb of Advances to the
                                                                   Servicer
                       Stated                          ---------------------------------
    Offering          Principal       Current Ending                       Left to           Other
    Document         Balance at         Scheduled                         Reimburse      (Shortfalls)/
 Cross-Reference    Contribution         Balance        Current Month  Master Servicer      Refunds              Comments
-----------------------------------------------------------------------------------------------------------------------------------


















-----------------------------------------------------------------------------------------------------------------------------------
     Totals
-----------------------------------------------------------------------------------------------------------------------------------
     Interest Shortfall Reconciliation Detail Part 2 Total                0.00
-----------------------------------------------------------------------------------------------------------------------------------
     Interest Shortfall Reconciliation Detail Part 1 Total                0.00
-----------------------------------------------------------------------------------------------------------------------------------
     Total Interest Shortfall Allocated to Trust                          0.00
-----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 29 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------




                                        DEFEASED LOAN DETAIL

---------------------------------------------------------------------------------------------------
                        Offering        Ending
                        Document       Scheduled      Maturity                      Defeasance
    Loan Number      Cross-Reference    Balance         Date          Note Rate       Status
---------------------------------------------------------------------------------------------------









---------------------------------------------------------------------------------------------------
      Totals
---------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 30 of 31







------------
                                           MORGAN STANLEY CAPITAL I INC.                  -----------------------------------------
 [LOGO]WELLS                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           For Additional Information please contact
       FARGO                                     SERIES 2007-TOP27                                   CTSLink Customer Service
                                                                                                        (301) 815-6600
------------                                                                               Reports Available @ www.ctslink.com/cmbs
                                                                                          -----------------------------------------

WELLS FARGO BANK, N.A.
CORPORATE TRUST SERVICES                                                                  PAYMENT DATE:                 08/13/2007
9062 OLD ANNAPOLIS ROAD                                                                   RECORD DATE:                  07/31/2007
COLUMBIA, MD 21045-1951                                                                   DETERMINATION DATE:
----------------------------------------------------------------------------------------------------------------------------------


                                                       SUPPLEMENTAL REPORTING


-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       Page 31 of 31

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                   SCHEDULE A
                                   ----------

                      Class A-AB Planned Principal Balance


    DISTRIBUTION                          DISTRIBUTION
        DATE              BALANCE             DATE            BALANCE
  ---------------         -------         ------------        -------
     08/11/2007       $112,300,000.00      05/11/2011      $112,300,000.00
     09/11/2007       $112,300,000.00      06/11/2011      $112,300,000.00
     10/11/2007       $112,300,000.00      07/11/2011      $112,300,000.00
     11/11/2007       $112,300,000.00      08/11/2011      $112,300,000.00
     12/11/2007       $112,300,000.00      09/11/2011      $112,300,000.00
     01/11/2008       $112,300,000.00      10/11/2011      $112,300,000.00
     02/11/2008       $112,300,000.00      11/11/2011      $112,300,000.00
     03/11/2008       $112,300,000.00      12/11/2011      $112,300,000.00
     04/11/2008       $112,300,000.00      01/11/2012      $112,300,000.00
     05/11/2008       $112,300,000.00      02/11/2012      $112,300,000.00
     06/11/2008       $112,300,000.00      03/11/2012      $112,300,000.00
     07/11/2008       $112,300,000.00      04/11/2012      $112,300,000.00
     08/11/2008       $112,300,000.00      05/11/2012      $112,300,000.00
     09/11/2008       $112,300,000.00      06/11/2012      $112,285,523.71
     10/11/2008       $112,300,000.00      07/11/2012      $110,968,000.00
     11/11/2008       $112,300,000.00      08/11/2012      $109,718,000.00
     12/11/2008       $112,300,000.00      09/11/2012      $108,461,000.00
     01/11/2009       $112,300,000.00      10/11/2012      $107,083,000.00
     02/11/2009       $112,300,000.00      11/11/2012      $105,813,000.00
     03/11/2009       $112,300,000.00      12/11/2012      $104,422,000.00
     04/11/2009       $112,300,000.00      01/11/2013       $88,251,000.00
     05/11/2009       $112,300,000.00      02/11/2013       $87,012,000.00
     06/11/2009       $112,300,000.00      03/11/2013       $50,425,000.00
     07/11/2009       $112,300,000.00      04/11/2013       $49,173,000.00
     08/11/2009       $112,300,000.00      05/11/2013       $47,800,000.00
     09/11/2009       $112,300,000.00      06/11/2013       $46,535,000.00
     10/11/2009       $112,300,000.00      07/11/2013       $45,150,000.00
     11/11/2009       $112,300,000.00      08/11/2013       $43,872,000.00
     12/11/2009       $112,300,000.00      09/11/2013       $42,587,000.00
     01/11/2010       $112,300,000.00      10/11/2013       $41,183,000.00
     02/11/2010       $112,300,000.00      11/11/2013       $39,885,000.00
     03/11/2010       $112,300,000.00      12/11/2013       $38,467,000.00
     04/11/2010       $112,300,000.00      01/11/2014       $37,200,000.00
     05/11/2010       $112,300,000.00      02/11/2014       $36,200,000.00
     06/11/2010       $112,300,000.00      03/11/2014       $34,900,000.00
     07/11/2010       $112,300,000.00      04/11/2014       $33,900,000.00
     08/11/2010       $112,300,000.00      05/11/2014       $32,745,000.00
     09/11/2010       $112,300,000.00      06/11/2014       $31,789,000.00
     10/11/2010       $112,300,000.00      07/11/2014       $30,629,000.00
     11/11/2010       $112,300,000.00      08/11/2014       $29,576,000.00
     12/11/2010       $112,300,000.00      09/11/2014       $28,517,000.00
     01/11/2011       $112,300,000.00      10/11/2014       $27,343,000.00
     02/11/2011       $112,300,000.00      11/11/2014       $26,273,000.00
     03/11/2011       $112,300,000.00      12/11/2014       $25,088,000.00
     04/11/2011       $112,300,000.00      01/11/2015       $24,006,000.00



                                       A-1







    DISTRIBUTION
        DATE                    BALANCE
   --------------               -------
     02/11/2015              $22,919,000.00
     03/11/2015              $21,499,000.00
     04/11/2015              $20,400,000.00
     05/11/2015              $19,186,000.00
     06/11/2015              $18,075,000.00
     07/11/2015              $16,850,000.00
     08/11/2015              $15,727,000.00
     09/11/2015              $14,598,000.00
     10/11/2015              $13,356,000.00
     11/11/2015              $12,215,000.00
     12/11/2015              $10,962,000.00
     01/11/2016              $9,809,000.00
     02/11/2016              $8,650,000.00
     03/11/2016              $7,272,000.00
     04/11/2016              $6,101,000.00
     05/11/2016              $4,818,000.00
     06/11/2016              $3,634,000.00
     07/11/2016              $2,338,000.00
     08/11/2016              $1,142,000.00
     09/11/2016                  $0.00





















                                      A-2

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;

	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:

	•	provide for the accrual of interest based on fixed, floating, variable or adjustable rates;

	•	be senior or subordinate to one or more other classes in respect of distributions;

	•	be entitled to principal distributions, with disproportionately low, nominal or no interest distributions;

	•	be entitled to interest distributions, with disproportionately low, nominal or no principal distributions;

	•	provide for distributions of accrued interest commencing only following the occurrence of certain events, such as the retirement of one or more other classes;

	•	provide for sequential distributions of principal; and

	•	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 12 in this prospectus and on page S-37 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 June 22, 2007

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:

	•	the timing of interest and principal payments;

	•	applicable interest rates;

	•	information about the trust fund’s assets;

	•	information about any credit support or cash flow agreement;

	•	the rating for each class of certificates;

	•	information regarding the nature of any subordination;

	•	any circumstance in which the trust fund may be subject to early termination;

	•	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;

	•	the aggregate principal amount of each class of certificates;

	•	information regarding any master servicer, sub-servicer or special servicer; and

	•	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.

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TABLE OF CONTENTS

Important Notice About Information Presented In This Prospectus And The Accompanying Prospectus Supplement					ii
Summary of Prospectus					1
Risk Factors					12
Description of The Trust Funds					30
Assets					30
Mortgage Loans					30
Loan Combinations					34
Mortgage Backed Securities					35
Government Securities					37
Accounts					37
Credit Support					37
Cash Flow Agreements					37
Use of Proceeds					38
Yield Considerations					38
General					38
Pass-through Rate					38
Timing of Payment of Interest					38
Payments of Principal; Prepayments					39
Prepayments – Maturity and Weighted Average Life					40
Other Factors Affecting Weighted Average Life					41
THE DEPOSITOR					41
THE SPONSOR					42
General					42
MSMC’s Commercial Mortgage Securitization Program					42
Underwriting Standards					43
Servicing					44
OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS					44
Description of The Certificates					45
General					45
Distributions					46
Available Distribution Amount					46
Distributions of Interest on the Certificates					47
Distributions of Principal of the Certificates					48
Components					48
Distributions on the Certificates of Prepayment Premiums or in Respect of Equity Participations					49
Allocation of Losses and Shortfalls					49
Advances					49
Reports to Certificateholders					50
Termination					52
Book-entry Registration and Definitive Certificates					53
Description of The Agreements					54
Assignment of Assets; Repurchases					54
Representations and Warranties; Repurchases					56
Certificate Account and Other Collection Accounts					57
Collection and Other Servicing Procedures					61
Subservicers					61
Special Servicers					62

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Realization Upon Defaulted Whole Loans					62
Hazard Insurance Policies					64
Rental Interruption Insurance Policy					66
Fidelity Bonds and Errors and Omissions Insurance					66
Due-on-Sale and Due-on-Encumbrance Provisions					66
Retained Interest; Servicing Compensation and Payment of Expenses					67
Evidence as to Compliance					67
Matters Regarding a Master Servicer, a Special Servicer and the Depositor					68
Events of Default					69
Rights Upon Event of Default					70
Amendment					70
The Trustee					71
Duties of the Trustee					71
Matters Regarding the Trustee					71
Resignation and Removal of the Trustee					72
Additional Parties to the Agreements					72
DESCRIPTION OF CREDIT SUPPORT					72
General					72
Subordinate Certificates					73
Cross-support Provisions					73
Insurance or Guarantees for the Whole Loans					73
Letter of Credit					74
Insurance Policies and Surety Bonds					74
Reserve Funds					74
Credit Support for MBS					75
Legal Aspects of the Mortgage Loans and the Leases					76
General					76
Types of Mortgage Instruments					76
Interest in Real Property					77
Leases and Rents					77
Personality					77
Foreclosure					78
Bankruptcy Laws					82
Junior Mortgages; Rights of Senior Lenders or Beneficiaries					85
Environmental Legislation					86
Due-on-Sale and Due-on-Encumbrance					89
Subordinate Financing					89
Default Interest, Prepayment Premiums and Prepayments					90
Acceleration on Default					90
Applicability of Usury Laws					90
Laws and Regulations; Types of Mortgaged Properties					91
Americans With Disabilities Act					91
Servicemembers Civil Relief Act					91
Forfeitures in Drug, RICO and Patriot Act Proceedings					92
Federal Income Tax Consequences					92
General					92
REMICs					92
Prohibited Transactions and Other Taxes					108
Liquidation and Termination					109
Administrative Matters					109

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Tax Exempt Investors					109
Residual Certificate Payments – Non-U.S. Persons					109
Tax Related Restrictions on Transfers of REMIC Residual Certificates					110
Grantor Trust Funds					113
State and Local Tax Considerations					122
ERISA Considerations					122
General					122
Prohibited Transactions					122
Review by Plan Fiduciaries					124
Legal Investment					125
Plan of Distribution					127
Legal Matters					128
Financial Information					128
Rating					128
Incorporation of Information by Reference					129
Glossary of Terms					130

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Summary of Prospectus

This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of an offering of certificates, read this entire document and the accompanying prospectus supplement carefully.

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:

		•	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

		•	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.

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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.

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.

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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:

		•	multifamily and/or commercial mortgage loans;

		•	mortgage pass-through certificates or other mortgage backed securities evidencing interests in or secured by mortgage loans; or

		•	a combination of mortgage loans and mortgage backed securities.

		The mortgage loans will not be guaranteed or insured by:

		•	Morgan Stanley Capital I Inc. or any of its affiliates; or

		•	unless the prospectus supplement so provides, any governmental agency or instrumentality or other person.

		The mortgage loans will be secured by first liens or junior liens on, or security interests in:

		•	residential properties consisting of five or more rental or cooperatively owned dwelling units; or

		•	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:

		•	will be secured by properties located in any of the fifty states, the District of Columbia or the Commonwealth of Puerto Rico;

		•	will have individual principal balances at origination of at least $25,000;

		•	will have original terms to maturity of not more than 40 years; and

		•	will be originated by persons other than Morgan Stanley Capital I Inc.

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		Each mortgage loan may provide for the following payment terms:

		•	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.

		•	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.

		•	Each mortgage loan may provide for negative amortization or accelerated amortization.

		•	Each mortgage loan may be fully amortizing or require a balloon payment due on the loan’s stated maturity date.

		•	Each mortgage loan may contain prohibitions on prepayment or require payment of a premium or a yield maintenance penalty in connection with a prepayment.

		•	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.

(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.

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		This protection may be provided by one or more of the following means:

		•	subordination of one or more other classes of certificates,

		•	cross-support provisions

		•	loan insurance policies or guarantees,

		•	letters of credit,

		•	certificate insurance policies or surety bonds,

		•	reserve fund or funds or

		•	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:

		•	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. 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.

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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 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.

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		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:

		•	if the certificates evidence an interest in a trust fund that includes mortgage loans, the certificates will be issued pursuant to a pooling agreement;

		•	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;

		•	each series of certificates will include one or more classes of certificates;

		•	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;

		•	each class of certificates being offered to you, other than certain stripped interest certificates, will have a stated principal amount; and

		•	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.

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		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 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:

		•	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

		•	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:

		•	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

		•	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.

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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.

		The master servicer:

		•	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

		•	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:

		•	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

		•	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.

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Tax Status of the Certificates		The certificates of each series will constitute either:

		•	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

		•	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:

		•	may not be offset by any losses from other activities of the holder of those certificates;

		•	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

		•	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:

		•	assets described in section 7701(a)(19)(C) of the Internal Revenue Code; and

		•	‘‘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.

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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:

		•	the transfer will not result in a violation of the prohibited transaction provisions of ERISA or the Internal Revenue Code;

		•	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

		•	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 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.

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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:

		•	there may not be a secondary market for the certificates;

		•	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;

		•	the market value of your certificates will fluctuate with changes in interest rates;

		•	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;

		•	certificateholders have no redemption rights; and

		•	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

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		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. 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:

		•	loan repurchase obligations in connection with a breach of certain of the representations and warranties; and

		•	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

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		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 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:

		•	the terms of the mortgage loans;

		•	the length of any prepayment lockout period;

		•	the prevailing interest rates;

		•	the availability of mortgage credit;

		•	the applicable yield maintenance charges or prepayment premiums;

		•	the servicer’s ability to enforce those yield maintenance charges or prepayment premiums;

		•	the occurrence of casualties or natural disasters; and

		•	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

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		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.

		•	Some courts may consider the prepayment premium to be usurious.

		•	Even if the prepayment premium is enforceable, we cannot assure you that foreclosure proceeds will be sufficient to pay the prepayment premium.

		•	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.

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		•	The ratings do not assess the likelihood that you will receive timely payments on your certificates.

		•	The ratings do not assess the likelihood of prepayments, including those caused by defaults.

		•	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.

		•	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.

		•	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.

		•	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:

		•	economic conditions causing plant closings or industry slowdowns;

		•	an oversupply of available retail space, office space or multifamily housing;

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		•	changes in consumer tastes and preferences;

		•	decrease in consumer confidence;

		•	retroactive changes in building codes;

		•	the age, design and construction quality of the property, including perceptions regarding the attractiveness, convenience or safety of the property;

		•	the age, design, construction quality and proximity of competing properties;

		•	increases in operating expenses due to external factors such as increases in heating or electricity costs;

		•	increases in operating expenses due to maintenance or improvements required at the property;

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

		•	a decline in rental rates as leases are renewed or entered into with new tenants;

		•	the concentration of a particular business type in a building;

		•	the length of tenant leases;

		•	the creditworthiness of tenants; and

		•	the property’s ‘‘operating leverage.’’

		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.

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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:

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

		•	potential environmental legislation or liabilities or other legal liabilities;

		•	the availability of refinancing; and

		•	changes in interest rate levels 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 analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of mortgage loans underlying any other series of offered certificates.

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

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:

		•	responding to changes in the local market;

		•	planning and implementing the rental structure;

		•	operating the property and providing building services;

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		•	managing operating expenses; and

		•	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.

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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:

		•	interest rates;

		•	the borrower’s equity in the property;

		•	the financial condition and operating history of the borrower and the property;

		•	tax laws;

		•	renewability of operating licenses;

		•	prevailing economic conditions and the availability of credit for commercial and multifamily properties;

		•	with respect to certain multifamily properties and mobile home parks, rent control laws; and

		•	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.’’

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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 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:

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

		•	reduce monthly payments due under a mortgage loan;

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

		•	otherwise alter the mortgage loan’s repayment schedule.

		Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the 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.

		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

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		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.’’

		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.

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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 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

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		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:

		•	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

		•	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.’’

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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

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		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.’’

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:

		•	your certificate will not be registered in your name or the name of your nominee;

		•	you will not be recognized by the trustee as a certificateholder; and

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		•	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.

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Description of The Trust Funds

Capitalized terms are defined in the ‘‘Glossary of Terms’’ beginning on page 133.

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:

	•	multifamily mortgage loans, commercial mortgage loans or both;

	•	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;

	•	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

	•	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:

	•	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

	•	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. Multifamily Properties may include mixed commercial and

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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

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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 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:

	•	non-cash items such as depreciation and amortization;

	•	capital expenditures; and

	•	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

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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.

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:

	•	the recent resale value of comparable properties at the date of the appraisal;

	•	the cost of replacing the property;

	•	a projection of value based upon the property’s projected net cash flow; or

	•	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:

	•	it is often difficult to find truly comparable properties that have recently been sold;

	•	the replacement cost of a property may have little to do with its current market value;

	•	income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate;

	•	more than one of the appraisal methods may be used and each may produce significantly different results; and

	•	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

	•	the appraised value determined in an appraisal obtained by the originator at origination of that loan and

	•	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

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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.

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:

	•	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;

	•	the type of property securing the mortgage loans, e.g., multifamily property or commercial property and the type of property in each category;

	•	the weighted average, by principal balance, of the original and remaining terms to maturity of the mortgage loans;

	•	the earliest and latest origination date and maturity date of the mortgage loans;

	•	the weighted average, by principal balance, of the Loan-to-Value Ratios at origination of the mortgage loans;

	•	the mortgage rates or range of mortgage rates and the weighted average mortgage rate borne by the mortgage loans;

	•	the state or states in which most of the mortgaged properties are located;

	•	information with respect to the prepayment provisions, if any, of the mortgage loans;

	•	the weighted average Retained Interest, if any;

	•	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;

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	•	the Debt Service Coverage Ratio either at origination or as of a more recent date, or both; and

	•	information regarding the payment characteristics of the mortgage loans, including without limitation balloon payment and other amortization provisions.

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:

	•	have individual principal balances at origination of not less than $25,000;

	•	have original terms to maturity of not more than 40 years; and

	•	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

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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 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:

	•	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;

	•	the original and remaining term to stated maturity of the MBS, if applicable;

	•	whether the MBS is entitled only to interest payments, only to principal payments or to both;

	•	the pass-through or bond rate of the MBS or formula for determining the rates, if any;

	•	the applicable payment provisions for the MBS, including, but not limited to, any priorities, payment schedules and subordination features;

	•	the MBS issuer, MBS servicer and MBS trustee, as applicable;

	•	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;

	•	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;

	•	the terms on which mortgage loans or Underlying MBS may be substituted for those originally underlying the MBS;

	•	the servicing fees payable under the MBS Agreement;

	•	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;

	•	the characteristics of any cash flow agreements that are included as part of the trust fund evidenced or secured by the MBS;

	•	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;

	•	the market price of the MBS and the basis on which the market price was determined; and

	•	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

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Underlying Mortgage Loans. The prospectus supplement for a series will contain the disclosure concerning the MBS described in the preceding paragraph and, in particular, will disclose 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:

	•	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;

	•	the original and remaining terms to stated maturity of the government securities;

	•	whether the government securities are entitled only to interest payments, only to principal payments or to both;

	•	the interest rates of the government securities or the formula to determine the rates, if any;

	•	the applicable payment provisions for the government securities; and

	•	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

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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 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

	•	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;

	•	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

	•	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.

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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

	•	will correspond to the rate of principal payments on the assets in the related trust fund;

	•	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

	•	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.

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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.

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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.

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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 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, 2006.

Year (Approximate Amts in billions-$’s)			Total MSMC Loans*						Total MSMC Loans Securitized with Affiliated Depositor						Total MSMC Loans Securitized with Non-Affiliated Depositor						Total MSMC Loans Securitized
2006					16.9						8.9						1.9						10.7
2005					12.9						8.2						1.5						9.6
2004					7.7						5.1						1.3						6.4
2003					6.4						3.5						1.3						4.8

* 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.

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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, 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

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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.

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.

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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:

	•	provide for the accrual of interest thereon based on fixed, floating, variable or adjustable rates;

	•	be senior or subordinate to one or more other classes of certificates in respect of distributions on the certificates;

	•	be entitled to principal distributions, with disproportionately low, nominal or no interest distributions;

	•	be entitled to interest distributions, with disproportionately low, nominal or no principal distributions;

	•	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;

	•	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;

	•	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

	•	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.

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

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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:

	•	all scheduled payments of principal and interest collected but due on a date subsequent to the related Due Period;

	•	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

	•	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;

	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;

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	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

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Stripped Interest 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.

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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.

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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 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

	•	prepayment premiums and

	•	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:

	•	one scheduled payment is delinquent,

	•	two scheduled payments are delinquent,

	•	three or more scheduled payments are delinquent and

	•	foreclosure proceedings have been commenced;

	(8)	with respect to each Whole Loan that is delinquent two or more months:

	•	the loan number thereof,

	•	the unpaid balance thereof,

	•	whether the delinquency is in respect of any balloon payment,

	•	the aggregate amount of unreimbursed servicing expenses and unreimbursed advances in respect thereof,

	•	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,

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	•	whether a notice of acceleration has been sent to the borrower and, if so, the date of the notice,

	•	whether foreclosure proceedings have been commenced and, if so, the date so commenced and

	•	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:

	•	the loan number thereof,

	•	the manner in which it was liquidated and

	•	the aggregate amount of liquidation proceeds received;

	(10)	with respect to any Whole Loan liquidated during the related Due Period,

	•	the portion of the liquidation proceeds payable or reimbursable to the master servicer, or any other entity, in respect of the mortgage loan and

	•	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,

	•	the loan number of the related mortgage loan and

	•	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:

	•	the book value,

	•	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,

	•	the aggregate amount of unreimbursed servicing expenses and unreimbursed advances in respect thereof and

	•	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

	•	the loan number of the related mortgage loan,

	•	the aggregate amount of sale proceeds,

	•	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

	•	the amount of any loss to certificateholders in respect of the related mortgage loan;

	(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;

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	(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:

	•	default interest,

	•	late charges and

	•	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.’’

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

	•	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

	•	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.

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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 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.

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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

	•	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

	•	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.

	•	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.

	•	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 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,

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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

	•	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

	•	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 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

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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:

	•	the accuracy of the information set forth for the Whole Loan on the schedule of assets appearing as an exhibit to the related Agreement;

	•	the existence of title insurance insuring the lien priority of the Whole Loan;

	•	the authority of the Warrantying Party to sell the Whole Loan;

	•	the payment status of the Whole Loan and the status of payments of taxes, assessments and other charges affecting the related mortgaged property;

	•	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

	•	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 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

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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

	•	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

	•	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

	•	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

	•	the accuracy of the information set forth therefor on the schedule of assets appearing as an exhibit to the related Agreement and

	•	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.

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:

	•	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

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		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

	•	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;

	(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’’;

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	(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;

	(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’’;

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	(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.

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,

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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:

	•	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;

	•	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;

	•	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;

	•	inspecting and managing mortgaged properties under certain circumstances; and

	•	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

	•	affect the amount or timing of any scheduled payments of principal or interest on the Whole Loan or

	•	in its judgment, materially impair the security for the Whole Loan or reduce the likelihood of timely payment of amounts due thereon.

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,

	•	in its judgment, a material default on the Whole Loan has occurred or a payment default is imminent and

	•	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

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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:

	•	monitor any Whole Loan which is in default,

	•	contact the borrower concerning the default,

	•	evaluate whether the causes of the default can be cured over a reasonable period without significant impairment of the value of the mortgaged property,

	•	initiate corrective action in cooperation with the borrower if cure is likely,

	•	inspect the mortgaged property, and

	•	take any other actions as are consistent with the Servicing Standard.

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

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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:

	•	institute foreclosure proceedings,

	•	exercise any power of sale contained in any mortgage,

	•	obtain a deed in lieu of foreclosure, or

	•	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:

	•	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

	•	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 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

	•	the Internal Revenue Service grants an extension of time to sell the property or

	•	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

	•	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

	•	accept the first and, if multiple bids are contemporaneously received, the highest cash bid received from any person that constitutes a fair price.

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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

	•	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

	•	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.

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

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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

	•	the replacement cost of the improvements less physical depreciation and

	•	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 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.

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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 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.’’

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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

	(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.

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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:

	•	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;

	•	incurred in connection with any breach of a representation, warranty or covenant made in the Agreement;

	•	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.

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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.

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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 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 662/3% 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

	•	exercise any of the powers vested in it by any Agreement;

	•	make any investigation of matters arising under any Agreement; or

	•	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

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	(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 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

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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 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.

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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;

	(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:

	•	a brief description of its principal business activities;

	•	its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business;

	•	if applicable, the identity of regulatory agencies that exercise primary jurisdiction over the conduct of its business; and

	•	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.

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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 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.

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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.

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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:

	•	purport to be complete;

	•	purport to reflect the laws of any particular state; or

	•	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 –

	•	a borrower – the borrower and usually the owner of the subject property, and

	•	a mortgagee – the lender.

In contrast, a deed of trust is a three-party instrument, among

	•	a trustor – the equivalent of a mortgagor or borrower,

	•	a trustee to whom the mortgaged property is conveyed, and

	•	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.

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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:

	•	a tenant’s interest in a lease of land or improvements, or both, and

	•	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:

	•	the borrower assigns its right, title and interest as landlord under each lease and the income derived from each lease to the lender, and

	•	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.

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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 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.

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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.

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

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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 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:

	•	the Internal Revenue Service grants an REO Extension, or

	•	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

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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 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

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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 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

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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.

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,

	•	assume the lease and retain it or assign it to a third party or

	•	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

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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.

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

	•	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

	•	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.

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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:

	•	to receive rents, hazard insurance and condemnation proceeds, and

	•	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

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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. 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:

	•	a diminution in value of property securing any mortgage loan;

	•	limitation on the ability to foreclose against the property; or

	•	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.

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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 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.

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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:

	•	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

	•	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 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,

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	•	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

	•	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:

	•	the borrower may have difficulty servicing and repaying multiple loans;

	•	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;

	•	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;

	•	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

	•	the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

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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. 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:

	•	for the interest rate, discount points and charges as are permitted in that state, or

	•	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.

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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 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

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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 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 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

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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, 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,

	•	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);

	•	certificates held by a real estate investment trust will constitute ‘‘real estate assets’’ within the meaning of Code Section 856(c)(5)(B); and

	•	interest on 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, 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:

	•	‘‘real estate assets’’ within the meaning of Code Section 856(c)(5)(B);

	•	‘‘loans secured by an interest in real property’’ under Code Section 7701(a)(19)(C); and

	•	whether the income on the certificates is interest described in Code Section 856(c)(3)(B).

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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

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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 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

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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 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

	•	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

	•	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.

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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.

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:

	•	the interest is unconditionally payable at least annually;

	•	the issue price of the debt instrument does not exceed the total noncontingent principal payments; and

	•	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

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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 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

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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 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

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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

	•	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

	•	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 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

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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.

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:

	•	is not a ‘‘10-percent shareholder’’ within the meaning of Code Section 871(h)(3)(B) or, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more mortgagors); and

	•	provides the trustee, or the person who would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the 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

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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 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.’’

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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:

	•	the broker determines that the seller is a corporation or other exempt recipient, or

	•	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:

	•	the broker determines that the seller is an exempt recipient, or

	•	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 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

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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

	•	the income from the mortgage loans or MBS and the REMIC’s other assets and

	•	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:

	•	the limitations on deductibility of investment interest expense and expenses for the production of income do not apply;

	•	all bad loans will be deductible as business bad debts; and

	•	the limitation on the deductibility of interest and expenses related to tax exempt income will apply.

The REMIC’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.

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.

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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.

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:

	•	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

	•	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.

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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

	•	3% of the excess of the individual’s adjusted gross income over the applicable amount or

	•	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:

	•	may not, except as described below, be offset by any unrelated losses, deductions or loss carryovers of a REMIC Residual Certificateholder;

	•	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

	•	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.

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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 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.

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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:

	•	the disposition of a mortgage loan or MBS,

	•	the receipt of income from a source other than a mortgage loan or MBS or certain other permitted investments,

	•	the receipt of compensation for services, or

	•	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

	•	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

	•	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.

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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

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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 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:

	•	a regulated investment company, real estate investment trust or common trust fund;

	•	a partnership, trust or estate; and

	•	certain cooperatives.

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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.

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:

	•	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

	•	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,

	•	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

	•	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

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	(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:

	•	the present value of any consideration given to the transferee to acquire the Noneconomic REMIC Residual Certificate,

	•	the present value of the expected future distributions on the Noneconomic REMIC Residual Certificate and

	•	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.

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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 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, 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

	•	3% of the excess of adjusted gross income over the applicable amount and

	•	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

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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 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:

	•	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;

	•	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

	•	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

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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 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

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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

	•	the total remaining market discount and

	•	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

	•	the total remaining market discount and

	•	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.

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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.’’

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:

	•	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

	•	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.

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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 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.

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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

	•	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

	•	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.

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	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.

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:

	•	the holder entered the contract to sell the grantor trust certificate substantially contemporaneously with acquiring the grantor trust certificate;

	•	the grantor trust certificate is part of a straddle;

	•	the grantor trust certificate is marketed or sold as producing capital gain; or

	•	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.

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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.

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

	•	the broker determines that the seller is a corporation or other exempt recipient, or

	•	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

	•	the broker determines that the seller is an exempt recipient or

	•	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.

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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 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.

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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:

	•	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

	•	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;

	(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.

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The trust fund must also meet the following requirements:

	•	the corpus of the trust fund must consist solely of assets of the type that have been included in other investment pools;

	•	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

	•	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:

	•	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;

	•	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;

	•	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;

	•	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

	•	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

Before purchasing a certificate in reliance on the Exemption, a fiduciary of an ERISA Plan should itself confirm

	•	that the certificates constitute ‘‘securities’’ for purposes of the Exemption and

	•	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.

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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.

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. § 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. § 1.5 concerning ‘‘safety and soundness’’ and retention of credit information), certain ‘‘Type IV securities,’’ defined in 12 C.F.R. § 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

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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. § 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. § 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. § 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.

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.

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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 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

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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.

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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.

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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.

‘‘Code’’ means the Internal Revenue Code of 1986, as amended.

‘‘Commercial Loans’’ means the loans relating to the Commercial Properties.

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‘‘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.

‘‘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.

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‘‘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:

	•	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;

	•	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;

	•	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

	•	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.

‘‘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.

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‘‘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:

	•	non-cash items such as depreciation and amortization;

	•	capital expenditures; and

	•	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.

‘‘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.

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‘‘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.

‘‘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.

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‘‘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.

‘‘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.

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‘‘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:

	•	Mortgage Loans

	•	MBS

	•	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

	•	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 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

	•	the appraised value determined in an appraisal obtained at the time of origination of the Refinance Loan and

	•	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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The attached diskette contains a Microsoft Excel¹ spreadsheet, which contains Appendix II and Appendix III. All the information contained in the spreadsheet file is subject to the same limitations and qualifications contained in this Prospectus Supplement. To the extent that the information in the attached diskette is different from the information contained in the printed Appendix II and Appendix III to this Prospectus Supplement, the information in electronic format is superseded by the related information in print format.

¹ Microsoft Excel is a registered trademark of Microsoft Corporation.